Exhibit
1.2
 
 Constitution of  Rio Tinto Limited




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##### 



Table of Contents
 PRELIMINARY
    
    
    21.
    
    
    Replaceable rules do not apply
    
    
    22.
    
    
    Interpretation
    
    
    2BUSINESS
    
    
    103.
    
    
    [deleted October 2009]
    
    
    10CAPITAL
    
    
    104.
    
    
    Share capital
    
    
    10SHARES
    
    
    115.
    
    
    Issue of shares with special rights
    
    
    115A
    
    
    DLC Dividend Share
    
    
    116.
    
    
    Preference shares
    
    
    127.
    
    
    Separate Approvals of Class Rights Actions
    
    
    138.
    
    
    Dividends on Special Voting Share and Equalisation Share
    
    
    169.
    
    
    Obligation for calls
    
    
    1610.
    
    
    Shares at the disposal of the Board
    
    
    1711.
    
    
    Directors may participate
    
    
    1712.
    
    
    Power to pay commission and brokerage
    
    
    1713.
    
    
    Surrender of shares
    
    
    1714.
    
    
    Joint holders
    
    
    1715.
    
    

Non-recognition of equitable interests, etc.
    
    
    18MODIFICATION OF RIGHTS
    
    
    1816.
    
    
    How special rights may be varied
    
    
    18SEALS
    
    
    1917.
    
    
    Seals and their use
    
    
    1918.
    
    
    [deleted April 2009]
    
    
    1919.
    
    
    [deleted April 2009]
    
    
    19CERTIFICATES FOR SECURITIES
    
    
    1920.
    
    
    Uncertificated Holdings
    
    
    1921.
    
    
    Certificates
    
    
    1922.
    
    
    [deleted April 2009]
    
    
    1923.
    
    
    [deleted April 2009]
    
    
    1924.
    
    
    [deleted April 2009]
    
    
    19
 Page (i)




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##### 



25.
    
    
    [deleted April 2009]
    
    
    19CALLS
    
    
    1926.
    
    
    Calls and notice of calls
    
    
    1927.
    
    
    When a call is made
    
    
    1928.
    
    
    Interest on the late payment of calls
    
    
    2029.
    
    
    Instalments
    
    
    2030.
    
    
    Payment in advance of calls
    
    
    2031.
    
    
    Non-receipt of notice of call
    
    
    20TRANSFER AND TRANSMISSION OF SECURITIES
    
    
    2032.
    
    
    Form of transfer
    
    
    2033.
    
    
    Effecting a transfer
    
    
    2034.
    
    
    Instrument of transfer and certificate to be left at Office
    
    
    2135.
    
    
    Board may refuse to register
    
    
    2136.
    
    
    Company to retain instrument of transfer
    
    
    2237.
    
    
    Closing Register
    
    
    2238.
    
    
    Cancellation of old certificate
    
    
    2239.
    
    
    Transmission upon death
    
    
    2240.
    
    
    Transmission by operation of law
    
    
    2341.
    
    
    Board may refuse registration of transmissions
    
    
    23FORFEITURE AND LIEN
    
    
    2342.
    
    
    Notice requiring payment of sums payable
    
    
    2343.
    
    
    Content of notice
    
    
    2344.
    
    

Forfeiture on non-compliance with notice
    
    
    2345.
    
    
    Notice of forfeiture
    
    
    2346.
    
    
    Disposal of forfeited shares
    
    
    2447.
    
    
    Annulment of forfeiture
    
    
    2448.
    
    
    Liability notwithstanding forfeiture
    
    
    2449.
    
    
    Companys lien or charge
    
    
    2450.
    
    
    Sale of shares to enforce lien
    
    
    2451.
    
    
    Title of shares forfeited or sold to enforce lien
    
    
    25INCREASE AND REDUCTION OF CAPITAL
    
    
    2652.
    
    
    Power to alter or reduce share capital
    
    
    2653.
    
    
    Rights attached to subdivided shares
    
    
    2654.
    
    
    Board may give effect to alteration of share capital
    
    
    26
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55.
    
    
    [deleted April 2009]
    
    
    2656.
    
    
    [deleted April 2009]
    
    
    26GENERAL MEETINGS
    
    
    2657.
    
    
    Annual general meetings
    
    
    2658.
    
    
    Notice of general meeting
    
    
    2659.
    
    
    Omission
to give and non-receipt of notice
    
    
    26PROCEEDINGS OF MEETINGS
    
    
    2660.
    
    
    Business of general meeting
    
    
    2661.
    
    
    Quorum
    
    
    2762.
    
    
    Adjournment in absence of quorum
    
    
    2763.
    
    
    Chairman
    
    
    2764.
    
    
    Acting Chairman
    
    
    2765.
    
    
    General conduct of meeting
    
    
    2866.
    
    
    Amendments to resolutions
    
    
    2867.
    
    
    Adjournment
    
    
    2868.
    
    
    Voting
    
    
    2969.
    
    
    Declaration of vote on a show of hands
    
    
    2970.
    
    
    Demand for poll
    
    
    2971.
    
    
    Taking a poll
    
    
    2972.
    
    
    Continuance of business after demand for poll
    
    
    3073.
    
    
    Notice of adjournment
    
    
    30VOTES OF MEMBERS
    
    
    3074.
    
    
    Voting rights of members
    
    
    3075.
    
    
    Voting rights of personal representatives, etc.
    
    
    3176.
    
    
    How votes may be given
    
    
    3277.
    
    
    Appointment of proxies
    
    
    3278.
    
    
    Form and execution of instrument of proxy
    
    
    3379.
    
    
    Board to issue forms of proxy
    
    
    3380.
    
    
    Attorneys of members
    
    
    3381.
    
    
    Validity of vote
    
    
    3382.
    
    
    Rights of member indebted to Company in respect of other shares
    
    
    34DIRECTORS
    
    
    3483.
    
    
    Number of Directors
    
    
    3484.
    
    
    Share qualification of Directors
    
    
    34
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85.
    
    
    Election or appointment of additional Director
    
    
    3486.
    
    
    Continuing Directors to act in certain circumstances
    
    
    3487.
    
    
    Directors who are employees of the Company
    
    
    3588.
    
    
    Company Auditor may not act as Director
    
    
    3589.
    
    
    Directors Remuneration
    
    
    3590.
    
    
    Other remuneration of directors
    
    
    3591.
    
    
    [deleted April 2009]
    
    
    3592.
    
    
    Travelling and other expenses
    
    
    3593.
    
    
    Directors may contract with company
    
    
    3694.
    
    
    Director may hold other office under the Company
    
    
    3695.
    
    
    Directors may lend to the Company
    
    
    36ELECTION OF DIRECTORS
    
    
    3796.
    
    
    Retirement of Directors:
    
    
    37ALTERNATE DIRECTORS
    
    
    3897.
    
    
    Director may appoint Alternate Director
    
    
    38VACATION OF OFFICE OF DIRECTOR
    
    
    3998.
    
    
    Vacation of office by Director
    
    
    39PROCEEDINGS OF DIRECTORS
    
    
    4099.
    
    
    Procedures relating to Directors meetings
    
    
    40100.
    
    
    Meetings by telephone or other means of communication
    
    
    40101.
    
    
    Convening of meetings
    
    
    40102.
    
    
    Votes at meetings
    
    
    40103.
    
    
    Chairman
    
    
    40104.
    
    
    Powers of meetings
    
    
    41105.
    
    
    Delegation of powers to Committees
    
    
    41106.
    
    
    Proceedings of Committees
    
    
    41107.
    
    
    Validity of acts
    
    
    41108.
    
    
    Resolution in writing
    
    
    41109.
    
    
    Directors includes Alternate Directors
    
    
    41POWERS OF THE BOARD
    
    
    42110.
    
    
    General powers of the Board
    
    
    42111.
    
    
    Powers to give effect to Sharing Agreement
    
    
    42112.
    
    
    Boards power to borrow
    
    
    42113.
    
    
    Power to authorise debenture holders, etc, to make calls
    
    
    42
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114.
    
    
    Management of the affairs of the Company
    
    
    43EXECUTIVE OFFICERS
    
    
    43115.
    
    
    Powers of executive officers
    
    
    43116.
    
    
    Delegation to executive director
    
    
    44MINUTES
    
    
    44117.
    
    
    Minutes
    
    
    44DIVIDENDS AND RESERVES
    
    
    44118.
    
    
    Declaration of dividend
    
    
    44118A.
    
    
    Waiver of dividend
    
    
    45119.
    
    
    Reserve fund
    
    
    46120.
    
    
    Investment of reserve funds:
    
    
    46121.
    
    
    Dividends
    
    
    46122.
    
    
    [deleted April 2009]
    
    
    47123.
    
    
    Dividend Plans
    
    
    47124.
    
    
    Transfer of shares
    
    
    48125.
    
    
    Retention of dividends
    
    
    48126.
    
    
    Dividends on which the Company has a charge
    
    
    48127.
    
    
    How dividends are payable
    
    
    48128.
    
    
    Notice of dividend
    
    
    49129.
    
    
    Unclaimed dividends
    
    
    49CAPITALISATION OF PROFITS
    
    
    49130.
    
    
    Power to capitalise profits
    
    
    49131.
    
    
    Employee Share Plan
    
    
    49132.
    
    
    Appropriation and application of amounts to be capitalised
    
    
    50NOTICES
    
    
    50133.
    
    
    Service of notices
    
    
    50134.
    
    
    Member may notify Company of address for service
    
    
    50135.
    
    
    Member not known at registered address
    
    
    50136.
    
    
    When notice deemed to be served
    
    
    51137.
    
    
    Reckoning of period of notice
    
    
    51138.
    
    
    Notice to transferor binds transferee
    
    
    51139.
    
    
    Service on deceased members
    
    
    51140.
    
    

Authentication
of documents sent by electronic means
    
    
    51PAYMENTS BY THE COMPANY
    
    
    52
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141.
    
    
    Payments by the Company
    
    
    52WINDING UP
    
    
    53142.
    
    
    Distribution in specie
    
    
    53143.
    
    
    Capital rights on a liquidation
    
    
    53INDEMNITY
    
    
    59144.
    
    
    Indemnity of officers
    
    
    59145.
    
    
    Change of control
    
    
    60146.
    
    
    Restricted securities
    
    
    69147.
    
    
    Unmarketable parcels
    
    
    69
 Page vi




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Page 1




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Corporations Act
Company Limited by Shares
RULES of RIO TINTO LIMITED
 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 and Transfer Corporation 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;
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(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)
    
    Chairman includes an Acting Chairman 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 Chairman means a person appointed to the office of Deputy Chairman
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;
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(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)
    
    Home Branch means the state office of ASX Limited designated to the
Company by ASX Limited as its Home Branch for administrative purposes;(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;
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(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;(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 ASX Limited;(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
 Page 5




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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
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;(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;
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(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 7




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(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.
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##### 



(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 9




---



##### 



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 10




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##### 



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, and
 Page 11




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##### 



(iii)
    
    upon the earlier of:
 (A)
    
    the registration of a transfer of the DLC
Dividend Share to a person other than Rio Tinto plc or a wholly owned
subsidiary of Rio Tinto plc; and(B)
    
    a person other than Rio Tinto plc or a wholly
owned subsidiary of Rio Tinto plc becoming the beneficial owner 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.
 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
 (ii)
    
    the right, in priority to any payment of dividend on any
other class of shares, to the preferential dividend;
 Page 12




---



##### 



(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-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;
 Page 13




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##### 



(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 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
 Page 14




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##### 



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.(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
 Page 15




---



##### 



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.
 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.
 Page 16




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##### 



10.
    
    Shares at the disposal of the BoardExcept 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 participateAny 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 brokerageThe 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 sharesThe 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 holdersWhere 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 three persons as the holders
of the shares (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 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;
 Page 17




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##### 



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, etcExcept 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 variedSubject 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 18




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##### 



SEALS
 17.
    
    Seals and their useThe 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 HoldingsIf 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.
    
    CertificatesDirectors 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 callsSubject 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 madeA 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 19




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##### 



28.
    
    Interest on the late payment of callsIf 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.
    
    InstalmentsIf, 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 callsThe 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 callThe 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 transferNo 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
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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.
 34.
    
    Instrument of transfer and certificate to be left at OfficeEvery 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
register any transfer as may be required under the Corporations Act or the Listing
Rules does not invalidate the decision of the Board.
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##### 



(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 transferEvery 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 RegisterSubject 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 certificateSubject 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).
 (b)
    
    Subject to the Corporations Act, the Board may require evidence of a members
death as it determines.
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##### 



(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 lawSubject 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 transmissionsThe 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 payableIf 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 noticeThe 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 noticeIf 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.
 45.
    
    Notice of forfeitureWhen 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.
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##### 



Failure to give notice or make the entry as required by this Rule shall not invalidate the
forfeiture.
 46.
    
    Disposal of forfeited sharesAny 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 forfeitureThe 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 forfeitureAny 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 chargeThe 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(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.
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##### 



(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 Board may authorise a person to do everything necessary
to transfer the shares sold to the purchaser of the shares.
 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 or assigns shall direct upon the production of any evidence as to title
required by the Board.(f)
    
    [deleted April 2009]
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##### 



INCREASE AND REDUCTION OF CAPITAL
 52.
    
    Power to alter or reduce share capitalSubject 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 sharesWithout 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 capitalThe 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 meetingsGeneral 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.
 58.
    
    Notice of general meetingNotice of a general meeting may be given by the Board in the form and in the manner the
Board thinks fit.
 59.
    
    Omission to give and non-receipt of noticeThe 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 meetingThe 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
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##### 



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
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.
    
    QuorumThe 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 chairman and the adjournment of the meeting unless the requisite quorum
is present at the commencement of business.62.
    
    Adjournment in absence of quorumIf, within 5 minutes from the time appointed for a general meeting (or such longer interval
as the chairman of the meeting may think fit to allow), a quorum is not present, 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 as may have been specified for that purpose in the
notice convening the meeting or (if none was specified) as the chairman of the meeting may
determine. If at such adjourned meeting a quorum is not present within 5 minutes from the
time appointed for holding the meeting, the members present in person or by proxy shall be
a quorum.63.
    
    Chairman
 (a)
    
    The person entitled to take the chair at any general meeting shall be the
person who immediately before the general meeting is the Chairman of the Board or
failing that person, a Deputy Chairman.(b)
    
    If there is no such Chairman or Deputy Chairman, 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 chairman
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 chairman by a resolution of the Company
passed at the meeting.
 64.
    
    Acting ChairmanIf during any general meeting the chairman appointed pursuant to Rule 63 is unwilling to
act as chairman for any part of the proceedings, the chairman may withdraw as chairman
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 Chairman of the meeting during the relevant part of
the proceedings. Upon the conclusion of the relevant part of the proceedings the Acting
Chairman shall withdraw and the chairman shall resume acting as chairman of the meeting.
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##### 



65.
    
    General conduct of meetingThe chairman 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 chairman of any general
meeting may at any time the chairman 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 chairman
may require the adoption of any procedures which are in the chairman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 chairman 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 chairman of the meeting in the
chairmans absolute discretion rules that the amendment shall be considered.
 67.
    
    AdjournmentThe Chairman 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. If the Chairman exercises a right of adjournment of a meeting pursuant
to this Rule, the Chairman shall have the sole discretion to decide whether to seek the
approval of the meeting to the adjournment and, unless the Chairman 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 sine die, the time and place for the adjourned meeting shall be
fixed by the Directors.
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##### 



68.
    
    VotingEvery 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 handsAt any meeting, unless a poll is demanded, a declaration by the Chairman 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 Chairman 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 pollSubject 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 chairman of the meeting;(ii)
    
    shareholders in accordance with the Corporations Act; or(iii)
    
    the holder of the Special Voting Share.
 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 Chairman may
direct and may remain open for so long as the Chairman 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) and place as the
Chairman 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 Chairman.(d)
    
    A demand for a poll may, before the poll is taken, be withdrawn but only with
the consent of the Chairman. 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.
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##### 



(e)
    
    In the case of any dispute as to the admission or rejection of a vote, the
Chairman shall determine the dispute and the Chairman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 pollA 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 adjournmentWhen a meeting is adjourned for 30 days or more or sine die, 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 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
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##### 



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 with Rio Tinto plc) by such time as the Chairman 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.
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##### 



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 voteincludes a vote
delivered to the Office (or any other place the Board may determine) by post,
facsimile, 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 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
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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 proxyAn 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 any method authorised by
the Board and permitted by the Corporations Act 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 proxyThe 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 membersAny 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
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 voteA 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
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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 sharesSubject 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 DirectorsThe 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 DirectorsUnless 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 DirectorThe 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(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 circumstancesIf at any time the number of Directors falls below the minimum number fixed by these Rules,
the continuing Directors may, except in an emergency, only act for the purpose of
increasing the number of Directors to the minimum number or of calling a general meeting of
the Company.
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87.
    
    Directors who are employees of the CompanyThe 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 DirectorNo 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) 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 directorsAny 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 expensesEvery 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
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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.
 94.
    
    Director may hold other office under the CompanyA 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 CompanyAny 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.
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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 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
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.
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(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;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.
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(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.(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 DirectorThe 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;
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(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 meetingsSubject 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.100.
    
    Meetings by telephone or other means of communicationThe 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 meetingsThe Board may at any time and the Secretary, upon the request of a Director, shall, convene
a meeting of the Board.102.
    
    Votes at meetingsQuestions 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 Chairman shall (except when only two Directors are
competent to vote on the question then at issue) have a second or casting vote.103.
    
    Chairman
 (a)
    
    The Board may elect from their number a Chairman and a Deputy Chairman (or
two or more Deputy Chairmen) and determine the period for which each is to hold
office. If no Chairman or Deputy Chairman shall have been appointed or if at any
meeting of the Directors, no Chairman or Deputy Chairman 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 Chairman of the meeting.
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(b)
    
    If at any time there is more than one Deputy Chairman the right in the
absence of the Chairman 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 meetingsA 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 CommitteesThe 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.106.
    
    Proceedings of CommitteesThe 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 actsAll 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 writingA 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 facsimile transmission or other 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 DirectorsFor 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
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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 BoardThe 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 AgreementThe 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
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 borrowWithout 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 callsWithout 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
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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 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 Chairman or Deputy Chairman) 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.
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(b)
    
    The appointment of any Director to the office of Chairman or Deputy Chairman
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 directorThe 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.
 MINUTES
 117.
    
    MinutesThe 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 chairman of the meeting or by the chairman 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
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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)
    
    Dividends shall be declared or determined in Australian currency, but 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 Australian currency 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 in Australian currency
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,
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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.
 119.
    
    Reserve fundThe 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.
    
    DividendsIn 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. Where any
difficulty
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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 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
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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.(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 sharesSubject 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 dividendsThe 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 chargeThe 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 payablePayment of any dividend may be made in any manner and by any means as determined by the
Board at the sole risk of the member. Without prejudice to any other method of payment
which the Board may adopt any dividend may be paid by cheque mailed to the address of the
member as shown in the Register (or in the case of joint holders to the
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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 or 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.128.
    
    Notice of dividendNotice of the declaration of any dividend shall be given to members in any manner the Board
may determine.129.
    
    Unclaimed dividendsAll unclaimed dividends may be invested or otherwise made use of by the Board for the
benefit of the Company until claimed or otherwise disposed of according to law.
 CAPITALISATION OF PROFITS
 130.
    
    Power to capitalise profitsThe 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.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.
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132.
    
    Appropriation and application of amounts to be capitalisedThe 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 noticesSubject 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 sending it to a facsimile number, 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.134.
    
    Member may notify Company of address for serviceA 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 addressWhere 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).
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136.
    
    When notice deemed to be servedAny 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 facsimile or other 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 noticeWhere 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 transfereeEvery 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.139.
    
    Service on deceased membersA 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 meansWhere 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.
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PAYMENTS BY THE COMPANY
 141.
    
    Payments by the CompanyWhenever 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 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
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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 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 liquidationOn 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
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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:
 (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
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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
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
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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:
 (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)
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##### 



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:
 (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
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##### 



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 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.
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##### 



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.
 (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
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##### 



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.
 145.
    
    Change of controlA.
    
    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);
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##### 



(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 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
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##### 



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 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.(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
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##### 



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 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
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##### 



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 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
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---



##### 



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;(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
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##### 



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
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
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##### 



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 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
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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 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.
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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
 (a)
    
    If the Company at any time has on issue share capital classified by the Home
Branch as restricted securities, the Company must refuse to acknowledge, deal with,
accept or register any sale, assignment or transfer of those restricted securities
which is or might be in breach of the Listing Rules or any escrow agreement entered
into by the Company under the Listing Rules in relation to those restricted
securities.(b)
    
    If there is a breach of any escrow agreement entered into by the Company
under the Listing Rules in relation to shares classified by the Home Branch as
restricted securities, the holder of the shares in question ceases to be entitled to
any dividends and to any voting rights in respect of those shares for so long as the
breach subsists, despite any rights attached to those shares.(c)
    
    The holders of shares which are classified by the Home Branch as restricted
securities and which are subject to escrow restrictions at the commencement of the
winding up of the Company rank on a return of capital behind all other shares in the
Company.
 147.
    
    Unmarketable parcels147.1
    
    Application of this RuleThe provisions of this Rule 147 have effect notwithstanding any provision in this
Constitution to the contrary.147.2
    
    DefinitionsFor the purposes of this Rule 147 the following definitions apply, unless the context
requires otherwise:
 (a)
    
    Divestment Noticehas the meaning set out in Rule 147.3.(b)
    
    Notified Membermeans a member who has been sent a Divestment Notice.(c)
    
    Prescribed Membermeans 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 Membermeans a member who holds less than a Marketable Parcel
of shares in the Company where:
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(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 Periodhas 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.(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.
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(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.
 (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.
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147.6
    
    Members remedyThe 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 rightsUnless 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. 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 bindingAny 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 sellNotwithstanding 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.
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