Exhibit 3.4
          
 as amended by an agreement dated 18 January 2010 following amendments to the
constitutional documents of Rio Tinto Limited and Rio Tinto plc approved by
Special Resolutions dated 15 April 2009 and 20 April 2009




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##### 



This Agreement between
 (1)
    
    RIO TINTO LIMITED(ACN 004 458 404), a company incorporated in Victoria, Australia, whose
registered office is at Level 33, 120 Collins Street, Melbourne, 3000, Victoria, Australia
(RTL);(2)
    
    RTL SHAREHOLDER SVC LIMITED, a company incorporated in England with registered number
3115178, whose registered office is at Fifth floor, 100 Wood Street, London EC2V 7EX (RTL
Shareholder SVC);(3)
    
    RIO TINTO PLC, a company incorporated in England with registered number 719885, whose
registered office is at 2 Eastbourne Terrace, London W2 6LG (RTP); and(4)
    
    THE LAW DEBENTURE TRUST CORPORATION p.l.c., a company incorporated in England with registered
number 1675231, whose registered office is at Fifth floor, 100 Wood Street, London EC2V 7EX
(Law Debenture).
 Whereas
 (A)
    
    Following announcements made on 9 October 1995, RTL and RTP entered into an Implementation
Agreement on 3 November 1995 pursuant to which RTL and RTP have agreed to do certain acts and
things to implement the DLC Merger of RTL and RTP.(B)
    
    RTL Shareholder SVC has agreed to vote the RTP Special Voting Share in accordance with the
provisions of this Agreement.
 Now this Agreement witnesses
 1
    
    Definitions and Interpretation
 (A)
    
    In this Agreement, unless the context shall otherwise require, the following expressions
shall have the following meanings:Australian dollars means the lawful currency from time to time of Australia;Business Day means a day on which banks are ordinarily open for business in both London
and Melbourne, excluding Saturdays and Sundays;Class Rights Action means any of the actions listed in Article 33(A) of the RTP Memorandum
and Articles, if undertaken or to be undertaken by RTP;Companies Act Subsidiary has the meaning ascribed to the term subsidiary in Section 1159
of the Companies Act 2006 and shall mean when used in reference to a company any subsidiary
of that company from time to time;Completion means the time at which the steps set out in Clause 5 of the Implementation
Agreement have been completed;Corporations Act means the Corporations Act 2001 (Commonwealth of Australia) and includes
a reference to the Corporations Regulations made under that Act;Corporations Act Subsidiary has the meaning ascribed to the term subsidiary in Section 9
of the Corporations Act and when used in reference to a body corporate shall mean any
subsidiary of that body corporate from time to time;
 1




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DLC Merger means the merger of RTP and RTL so that, inter alia, RTL and RTP have a unified
management structure and so that the business of both the RTL Group and the RTP Group are
run on a unified basis;Equalisation Fraction means the Equalisation Ratio expressed as a fraction with the
numerator being the number relating to the RTL Ordinary Shares and the denominator being the
number relating to the RTP Ordinary Shares;Equalisation Ratio means the ratio of the dividend, capital and voting rights per RTL
Ordinary Share to the dividend, capital and voting rights per RTP Ordinary Share (which will
be 1:1 immediately following the RTL Bonus Issue), which shall be subject to adjustment in
accordance with Clause 5.1.2(d) of the Sharing Agreement and paragraph 5 of Schedule 2 of
the Sharing Agreement;Excluded RTL Holder means a Relevant Person (who is not a Permitted Person) (both as
defined in the RTL Memorandum and Articles) and on whom a notice has been served under
Article 145D of the RTL Memorandum and Articles which has not been complied with to the
satisfaction of the RTL directors or withdrawn;Excluded RTP Holder means a Relevant Person (who is not a Permitted Person) (both as
defined in the RTP Memorandum and Articles) and on whom a notice has been served under
Article 64(E) of the RTP Memorandum and Articles or on whom a direction notice has been
served under Article 63 of the RTP Memorandum and Articles which in either case has not been
complied with to the satisfaction of the RTP directors or withdrawn;Implementation Agreement means the Agreement headed DLC Merger Implementation Agreement
entered into between RTL and RTP on 3 November 1995;Joint Decision has the meaning given to it in the Sharing Agreement;Joint Decision Matter has the meaning given to it in the Sharing Agreement;Ordinary Resolution of the Publicly-held RTL Ordinary Shares means a resolution passed on
a poll by a simple majority of the votes cast thereon at a general meeting of RTL or a
separate general meeting of the holders of RTL Ordinary Shares of which notice specifying
the intention to propose such resolution as an ordinary resolution has been duly given and
on which in either case only votes attaching to Publicly-held RTL Ordinary Shares (other
than shares held by an Excluded RTL Holder or by an Excluded RTP Holder) have been cast or
on which votes attaching to non Publicly-held Shares have been disregarded;Ordinary Resolution of the Publicly-held RTP Ordinary Shares means a resolution passed on
a poll by a simple majority of the votes cast thereon at a general meeting of RTP or a
separate general meeting of the holders of RTP Ordinary Shares of which notice specifying
the intention to propose such resolution as an ordinary resolution has been duly given and
on which in either case only votes attaching to Publicly-held RTP Ordinary Shares (other
than shares held by an Excluded RTP Holder or by an Excluded RTL Holder) have been cast or
on which votes attaching to non Publicly-held Shares have been disregarded;Parallel General Meeting in relation to RTL or RTP means the general meeting of the
shareholders of that company which is most nearly contemporaneous with the general meeting
of the shareholders of the other company and at which some or all of the same matters or
some or all equivalent matters are considered;
 2




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Publicly-held Ordinary Shares means in relation to RTL, Publicly-held RTL Ordinary Shares
and, in relation to RTP, Publicly-held RTP Ordinary Shares;Publicly-held RTL Ordinary Shares means RTL Ordinary Shares the beneficial owners of which
are not members of the RTP Group;Publicly-held RTP Ordinary Shares means RTP Ordinary Shares the beneficial owners of which
are not members of the RTL Group;Publicly-held Shares means, in relation to RTL, Publicly-held RTL Ordinary Shares and, in
relation to RTP, Publicly-held RTP Ordinary Shares;Relevant RTP Constitutional Amendment means the amendment, removal, alteration of the
effect of (or ratification of any breach of) any RTP Entrenched Provision (as that term is
defined in the RTP Memorandum and Articles) or the amendment, removal or alteration of the
effect of any other provision of the RTP Memorandum and Articles which amendment, removal or
alteration is treated as subject to Clause 5.1.3 of the Sharing Agreement pursuant to that
Clause 5.1.3;RTL Bonus Issue means the bonus issue of 7.5 RTL Ordinary Shares for each 100 RTL Ordinary
Shares to take place following Completion;RTL Group means RTL and its Subsidiaries from time to time;RTL Memorandum and Articles means the Memorandum and Articles of Association of RTL which
will be in effect immediately following Completion, as amended from time to time;RTL Ordinary Shares means the issued ordinary shares in RTL from time to time;RTL Special Voting Share means the special voting share in RTL;RTL Shareholder SVC Share means the 1 issued share of £1 in the capital of RTL Shareholder
SVC;RTP Group means RTP and its Subsidiaries from time to time;RTP Memorandum and Articles means the Memorandum and Articles of Association of RTP which
will be in effect immediately following Completion, as amended from time to time;RTP Ordinary Shares means the issued ordinary shares of 10p each in RTP from time to time;RTP Special Voting Share means the special voting share of 10p in the capital of RTP;Sharing Agreement means the Agreement of even date herewith headed DLC Merger Sharing
Agreement between RTL and RTP as amended from time to time;Special Resolution of the Publicly-held RTL Ordinary Shares means a resolution passed on a
poll by not less than a three-fourths majority of the votes cast thereon at a general
meeting of RTL or at a separate general meeting of the holders of RTL Ordinary Shares of
which notice specifying the intention to propose such resolution as a special resolution has
been duly given and on which in either case only votes attaching to Publicly-held RTL
Ordinary Shares (other than shares held by an Excluded RTL Holder or by an Excluded RTP
Holder) have been cast or on which votes attaching to non Publicly-held Shares have been
disregarded;
 3




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Special Resolution of the Publicly-held RTP Ordinary Shares means a resolution passed on a
poll by not less than a three-fourths majority of the votes cast thereon at a general
meeting of RTP or at a separate general meeting of the holders of RTP Ordinary Shares of
which notice specifying the intention to propose the resolution as a special resolution has
been duly given and on which in either case only votes attaching to Publicly-held RTP
Ordinary Shares (other than shares held by an Excluded RTP Holder or by an Excluded RTL
Holder) have been cast or on which votes attaching to non Publicly-held Shares have been
disregarded;sterling means the lawful currency from time to time of the United Kingdom;Subsidiary means, in the case of RTL, a Corporations Act Subsidiary, and in the case of
RTP, a Companies Act Subsidiary;Total Specified Number means in relation to a resolution on a Joint Decision Matter at a
general meeting of RTP, the number of votes attaching to Publicly-held RTL Ordinary Shares
cast in relation to the equivalent resolution on the poll at the Parallel General Meeting of
RTL (other than those cast by any Excluded RTL Holder or by an Excluded RTP Holder)
multiplied by the Equalisation Fraction rounded up to the nearest whole number of votes.
  (i)
    
    References in this Agreement to A$ are to Australian dollars and references
in this Agreement to £ and p are to pounds sterling and to pence sterling or to
such other currencies for the time being of Australia and the United Kingdom
respectively(ii)
    
    Words denoting the singular number only shall include the plural number also
and vice versa, words denoting one gender shall include the other genders and words
denoting individuals only shall include firms and corporations and vice versa.(iii)
    
    Unless the context otherwise requires, words or expressions used in this
Agreement in relation to RTP shall bear the same meanings as in the Companies Act 2006
and words or expressions used in this Agreement in relation to RTL shall bear the same
meanings as in the Corporations Act.(iv)
    
    In this Agreement unless the context otherwise requires references to Clauses
and paragraphs shall be construed as references to Clauses and paragraphs of this
Agreement respectively.(v)
    
    References to resolutions of the holders of Publicly-held Shares of either RTL
or RTP shall be deemed to include resolutions of the members of the relevant class of
members of the party concerned on which only holders of Publicly-held Shares have cast
their votes.(vi)
    
    References to procedural resolutions comprise all resolutions put to a general
meeting which were not included in the notice of such meeting but nevertheless fall to
be considered by that meeting.(vii)
    
    In this Agreement references to an equivalent resolution considered by
holders of Publicly-held RTL Ordinary Shares mean the resolution considered at the most
nearly contemporaneous general meeting of RTL which bears a close relationship to the
relevant resolution being considered at a RTP general meeting. For example, but without
limitation, a resolution to appoint or remove an individual as a
 4




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director of RTL, to appoint or remove the auditors of RTL or to receive and adopt
the accounts of RTL would, if no resolution considering such matters in relation to
RTP were put to the RTL general meeting, be the equivalent resolution to a
resolution relating to the appointment or removal of the same individual as a
director of RTP or the appointment or removal of the same international firm of
auditors as RTPs auditors or the receipt or adoption of RTPs accounts as the case
may be and references to a meeting of RTP considering equivalent matters to those
considered at a meeting of RTL shall be similarly construed.(viii)
    
    References to the votes attaching to non Publicly-held Shares being disregarded in
respect of any resolution shall mean that the resolution in question would have been
duly passed (or not passed as the case may be) if the votes attaching to the non
Publicly-held Shares had not been cast.
 (C)
    
    The Clause headings are inserted herein only for convenience and shall not affect the
construction hereof.2
    
    Joint Decisions. Restrictions on Voting of the RTP Special Voting Share2.1
    
    Each of RTL and RTP agrees with the other and with RTL Shareholder SVC that any
Joint Decision Matter shall be submitted for approval by a resolution of the company affected
by the matter and by an equivalent resolution of the other company, each by the same majority
(i.e. both by ordinary or both by special resolution) to separate meetings of the shareholders
of both RTL and RTP, whether or not such approval is required by law, the rules of any
relevant stock exchange or otherwise.2.2
    
    Each of RTL and RTP agrees with the other and with RTL Shareholder SVC that, if a
matter requires a Joint Decision, it shall do all acts and things necessary to ensure that the
relevant annual or extraordinary general meetings, as appropriate, are held on the same day or
as closely in time to each other as practicable (taking into account the fact that some or all
of the directors of RTP and RTL may wish to attend both meetings).2.3
    
    Each of RTL and RTP agrees with the other and with RTL Shareholder SVC that any
resolution put to its general meeting in relation to which the RTP Special Voting Share is or
may be entitled to vote pursuant to Clause 5.1 or Clause 6.1 of the Sharing Agreement shall be
decided on by a poll.2.4
    
    RTP agrees with RTL and with RTL Shareholder SVC that any poll on which the RTP
Special Voting Share is or may be entitled to vote taken at its general meeting shall be kept
open for such time as to allow the Parallel General Meeting of RTL to be held and for the
votes attaching to the RTP Special Voting Share to be calculated and cast on such poll
although such poll may be closed earlier in respect of shares of other classes.2.5
    
    RTL agrees with RTL Shareholder SVC that it will procure that any RTP Ordinary
Shares beneficially owned by any member of the RTL Group shall not be voted.2.6
    
    RTL Shareholder SVC agrees with RTL (but not with RTP) that it will not exercise
any of the votes attached to the RTP Special Voting Share except in accordance with Clauses
2.7, 4, 5 and 6.2.7
    
    RTL Shareholder SVC agrees with RTL that at each general meeting of RTP at which
any Joint Decision Matter is to be considered it shall procure that a proxy is given to the
chairman of the meeting in respect of an aggregate number of votes equal to the Specified
 5




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##### 



Number of votes (referred to in Article 60(B)(ii) of the RTP Memorandum and Articles and
notified to RTL Shareholder SVC in accordance with Clause 3.2) so that such votes can be
cast on procedural resolutions at that meeting as the chairman may determine.3
    
    Notification of Votes Cast on Joint Decisions at Parallel General Meeting. Calculation of
Specified Number3.1
    
    RTL agrees with RTL Shareholder SVC and RTP that, in relation to each general
meeting of RTP at which any Joint Decision Matter is to be considered, RTL shall, as soon as
possible after it knows how the holders of Publicly-held RTL Ordinary Shares voted on any
equivalent resolution or resolutions at the Parallel General Meeting of RTL, inform RTL
Shareholder SVC and RTP by notice in accordance with Clause 18 of:
 (a)
    
    how many votes attaching to Publicly-held RTL Ordinary Shares were cast at the
Parallel General Meeting of RTL in favour of each resolution equivalent to a resolution
related to a Joint Decision Matter proposed at that general meeting of RTP and how many
were cast against; and(b)
    
    its calculation of the Total Specified Number of votes which the RTP Special
Voting Share will have in relation to each of the resolutions on such Joint Decision
Matters and of the way in which RTL Shareholder SVC is required to exercise the Total
Specified Number of votes attaching to the RTP Special Voting Share in relation to each
such resolution under Clause 4.2.
 3.2
    
    RTL agrees with RTL Shareholder SVC and RTP that, prior to the commencement of any
RTP general meeting on which a Joint Decision Matter is to be considered, it shall inform RTL
Shareholder SVC by notice in accordance with Clause 18 of its calculation of the number of
votes in respect of which the proxy referred to in Clause 2.7 shall be given.4
    
    Exercise of Votes Attaching to the RTP Special Voting ShareRTL Shareholder SVC agrees with RTL that, at every general meeting of RTP at which any
Joint Decision Matters are to be considered:4.1
    
    RTL Shareholder SVC shall be present by its corporate representative appointed in
accordance with Section 323 of the Companies Act 2006 or by proxy or proxies;4.2
    
    Provided that RTL has complied with its obligations under Clause 3, then, on any
resolution relating to a Joint Decision Matter, RTL Shareholder SVC shall cast such number of
the Total Specified Number of votes in favour of the resolution as equals the number of votes
attaching to Publicly-held RTL Ordinary Shares which were cast in favour of the equivalent
resolution on the poll at the Parallel General Meeting of RTL (other than those cast by
Excluded RTL Holders or by Excluded RTP Holders) multiplied by the Equalisation Fraction and
rounded up to the nearest whole number, and shall cast the remainder of the Total Specified
Number of votes against the resolution; and4.3
    
    If RTL shall not have complied with its obligations under Clause 3, RTL Shareholder
SVC shall not be obliged to cast any of the votes attaching to the RTP Special Voting Share on
a Joint Decision Matter.
 6




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5
    
    Relevant RTP Constitutional Amendments5.1
    
    Each of RTL and RTP agrees with the other and RTL Shareholder SVC that any Relevant
RTP Constitutional Amendment shall be submitted for approval to a separate general meeting of
holders of RTL Ordinary Shares and to a general meeting of RTP shareholders at which RTL
Shareholder SVC shall vote or abstain from voting in accordance with the provisions of this
Clause 5.5.2
    
    Each of RTL and RTP agrees with the other and RTL Shareholder SVC that if a
Relevant RTP Constitutional Amendment is to be considered, it shall do all such acts and
things necessary to ensure that the relevant general meeting of RTPs shareholders and
separate general meeting of holders of RTL Ordinary Shares are held on the same day, or as
closely in time to each other as practicable (taking into account the fact that some or all of
the directors of RTP and RTL may wish to attend both meetings).5.3
    
    Each of RTL and RTP agrees with the other and RTL Shareholder SVC that any
resolution put to such RTP general meeting and RTL separate general meeting shall be decided
on by a poll in each case.5.4
    
    RTP agrees with RTL and RTL Shareholder SVC that any poll at a general meeting of
shareholders of RTP relating to a Relevant RTP Constitutional Amendment shall be kept open for
such time as to allow the separate general meeting of holders of RTL Ordinary Shares to be
held and for the votes attaching to the RTP Special Voting Share (if any) to be calculated and
cast on such poll, although such poll may be closed earlier in respect of shares of other
classes.5.5
    
    RTL agrees with RTP and RTL Shareholder SVC that, in relation to each general
meeting of RTPs shareholders at which a Relevant RTP Constitutional Amendment is to be
considered, RTL shall, as soon as possible after it knows how the holders of RTL Ordinary
Shares voted at the separate general meeting of such holders, inform RTL Shareholder SVC and
RTP by notice in accordance with Clause 18 of whether or not such equivalent resolution or
resolutions were passed as Special Resolutions of the Publicly-held RTL Ordinary Shares.5.6
    
    In relation to every general meeting of RTP at which any Relevant RTP
Constitutional Amendment is to be considered, RTL Shareholder SVC agrees with RTP and RTL to
be present by its corporate representative appointed in accordance with Section 323 of the
Companies Act 2006 or by proxy or proxies, and on any resolution relating to a Relevant RTP
Constitutional Amendment:
 (i)
    
    not to cast any votes attaching to the RTP Special Voting Share in relation to
any Relevant RTP Constitutional Amendment which it shall have been informed by RTL has
been approved by a Special Resolution of the Publicly-held RTL Ordinary Shares; and(ii)
    
    to exercise all of the votes attaching to the RTP Special Voting Share in such
a way as to defeat any resolution to make any Relevant RTP Constitutional Amendment
which it has been informed by RTL has not been approved by a Special Resolution of the
Publicly-held RTL Ordinary Shares.
 5.7
    
    If RTL shall not have complied with all its obligations under this Clause 5, RTL
Shareholder SVC shall not be obliged to cast any of the votes attaching to the RTP Special
Voting Share on a Relevant RTP Constitutional Amendment.
 7




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6
    
    Class Rights of the RTP Special Voting Share6.1
    
    RTL Shareholder SVC, as holder of the RTP Special Voting Share, agrees with RTL and
RTP to give its consent to a variation or abrogation or deemed variation or abrogation of the
rights of the RTP Special Voting Share pursuant to Article 33 of the RTP Memorandum and
Articles whenever, but only if RTL has informed it that the variation or abrogation or deemed
variation or abrogation (as the case may be) has been approved by:
 (a)
    
    in the case of the Class Rights Actions listed in Clause 5.1.1 of the Sharing
Agreement, an Ordinary Resolution of the Publicly-held RTL Ordinary Shares; and(b)
    
    in the case of the Class Rights Actions listed in Clause 5.1.2 of the Sharing
Agreement, a Special Resolution of the Publicly-held RTL Ordinary Shares.
 6.2
    
    RTL agrees with RTL Shareholder SVC and RTP that, whenever a variation or
abrogation or deemed variation or abrogation pursuant to Article 33 of the RTP Memorandum and
Articles of the rights of the RTP Special Voting Share is proposed, a separate general meeting
of the holders of RTL Ordinary Shares shall be convened for the purpose of considering the
relevant resolution under Clause 6.1(a) or 6.1(b) approving such variation or abrogation or
deemed variation or abrogation, and RTL shall, as soon as it knows how the holders of
Publicly-held RTL Ordinary Shares voted on such resolution, inform RTL Shareholder SVC and RTP
by notice in accordance with Clause 18 of the result.6.3
    
    RTL Shareholder SVC agrees with RTL and RTP that it shall, as soon as reasonably
practicable and in any event within one Business Day of being informed of the result of the
resolution referred to in Clause 6.2 give or refuse its consent in writing to the variation or
abrogation or deemed variation or abrogation of the rights of the RTP Special Voting Share in
question and shall send such consent or refusal to RTP (with a copy to RTL) as a notice in
accordance with Clause 18.7
    
    Transfer of RTP Special Voting ShareRTL Shareholder SVC agrees with RTL and RTP that except in the circumstances set out in
Clauses 17.1 and 17.2, it shall not transfer the RTP Special Voting Share to any other
person unless both:
 (a)
    
    a Special Resolution of the Publicly-held RTL Ordinary Shares consenting to the
transfer to that person shall have been passed; and(b)
    
    a Special Resolution of the Publicly-held RTP Ordinary Shares consenting to the
transfer to that person shall have been passed.
 8
    
    Obligations Subject to Applicable Laws and RegulationsEach of the obligations of the parties hereunder will be subject to any applicable law
and regulation of any relevant regulatory body.9
    
    Default by RTP or RTLIf at any time default is made by RTP or RTL in the performance or observance of any
obligation or other provision binding on it under or pursuant to this Agreement and owed to
RTL Shareholder SVC, RTL Shareholder SVC shall institute such proceedings as it may
 8




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##### 



reasonably consider to be appropriate in relation to any such default and shall not be
obliged to give notice of its intention to do so.10
    
    Supply of Information; Confidentiality10.1
    
    So long as RTL Shareholder SVC is registered as the holder of the RTP Special
Voting Share, RTP shall give to RTL Shareholder SVC or any person approved by RTL and RTP and
appointed in writing by RTL Shareholder SVC such information as it or he shall reasonably
require (other than information which is of a price-sensitive nature and not generally
available) for the purpose of the discharge of the powers, duties and discretions vested in it
under this Agreement.10.2
    
    So long as RTL Shareholder SVC is registered as the holder of the RTP Special
Voting Share, RTL shall give to RTL Shareholder SVC or any person approved by RTL and RTP and
appointed in writing by RTL Shareholder SVC such information as it or he shall reasonably
require (other than any information which is of a price-sensitive nature and not generally
available) for the purpose of the discharge of the powers, duties and discretions vested in it
under this Agreement.10.3
    
    RTL Shareholder SVC undertakes, and agrees to use its best endeavours to procure
that any person appointed in writing by it in accordance with Clause 10.1 or 10.2 shall
undertake, to RTL and RTP not to divulge any information given to it pursuant to Clause 10.1
or 10.2 which is confidential to the party which gave it the information unless prior written
approval is given by the party which gave it the information or unless required by applicable
law or any regulatory authority.11
    
    Remuneration and Expenses of RTL Shareholder SVC11.1
    
    RTL shall pay or procure that payment is made to RTL Shareholder SVC or its
nominee of such fees and expenses as may be agreed from time to time between RTL, Law
Debenture and of RTL Shareholder SVC.11.2
    
    The remuneration referred to in Clause 11.1 shall continue to be payable until RTL
Shareholder SVC shall cease to be registered as the holder of the RTP Special Voting Share.11.3
    
    In the event of RTL Shareholder SVC finding it expedient or necessary or being
required to undertake any exceptional duties in relation to the performance of its obligations
and the exercise of the powers, authorities and discretions vested in it under this Agreement
RTL shall pay such RTL Shareholder SVC special remuneration in addition to that referred to in
Clause 11.1 as shall be mutually agreed.11.4
    
    RTL shall pay the remuneration referred to in Clause 11.1 and any additional
special remuneration under Clause 11.3 exclusive of any applicable value added tax which shall
be added at the rate applicable in the circumstances and paid by RTL.11.5
    
    RTL shall in addition pay all travelling and other costs, charges and expenses
including legal costs and other professional fees (including, where applicable, value added
tax) which RTL Shareholder SVC may properly incur in relation to the performance of its
obligations and the exercise of the powers, authorities and discretions vested in it under
this Agreement.
 9




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12
    
    Powers etc. of RTL Shareholder SVC12.1
    
    RTL Shareholder SVC may in relation to this Agreement act on the opinion or advice
of or information obtained from any lawyer, valuer, banker, accountant, the registrars for the
time being of RTP or RTL or other expert, whether obtained by RTP or RTL or by RTL Shareholder
SVC or otherwise, and in any such case, provided that RTL Shareholder SVC shall have acted
reasonably in its choice of any such person, RTL Shareholder SVC shall not be responsible for
any losses, liabilities, costs, claims, actions, damages, expenses or demands which it may
incur or which may be made against it in connection with or occasioned by so acting. Any such
opinion, advice or information may be sought or obtained by letter, facsimile, telegram, telex
or cable and RTL Shareholder SVC shall not be liable for acting on any opinion, advice or
information or for acting on, implementing and giving effect to any decision, determination or
adjustment purporting to be conveyed by any such letter, facsimile, telegram, telex or cable
appearing on its face to be authentic although the same shall contain an error or shall not be
authentic.12.2
    
    RTL Shareholder SVC shall have all requisite powers, authorities and discretions
as shall be necessary or appropriate to enable it to take all and any such actions as it is
contemplated by the other provisions of this Agreement and the provisions of Articles 33 and
60 of the RTP Articles of Association that RTL Shareholder SVC should take.12.3
    
    Save as otherwise expressly provided in this Agreement RTL Shareholder SVC shall,
as regards all powers, authorities and discretions vested in it under this Agreement, have
absolute and uncontrolled discretion as to the exercise or non-exercise thereof and, provided
it shall have acted honestly and reasonably, it shall be in no way responsible for any losses,
costs, damages, expenses, liabilities, actions, demands or inconveniences that may result from
the exercise or non-exercise thereof.12.4
    
    RTL Shareholder SVC shall not be responsible for having acted upon or having
implemented or given effect to any resolution purporting to have been passed as an Ordinary
Resolution of the Publicly-held RTL Ordinary Shares or a Special Resolution of the
Publicly-held RTL Ordinary Shares at any meeting of the holders of RTL Ordinary Shares in
respect whereof minutes have been made and signed (or in respect of which it has been informed
by a director or the secretary of RTL or RTP or other duly authorised person that the
resolution has been passed) even though it may subsequently be found that there was some
defect in the constitution of the meeting or the passing of the resolution or that for any
reason the resolution was not valid or binding upon the holders of the relevant shares or (as
the case may be) was not in accordance with this Agreement.12.5
    
    Each of Law Debenture and RTL Shareholder SVC shall be at liberty to accept a
notice given under Clause 18 signed or purporting to be signed by any director or the
secretary of RTL or RTP as appropriate and shall otherwise be at liberty to accept a
certificate signed or purporting to be signed by any two of the directors of RTL or RTP or
other duly authorised person as to any fact or matter upon which Law Debenture or, as the case
may be, RTL Shareholder SVC may in the performance of any of its obligations and the exercise
of any of the powers, authorities and discretions under this Agreement require to be satisfied
or to have information or a statement to the effect that in the opinion of the persons so
certifying any particular dealing, transaction, step or thing is expedient and neither Law
Debenture nor RTL Shareholder SVC shall be in any way bound to call for further evidence nor
to verify the accuracy of the contents thereof nor be responsible for any losses, liabilities,
costs, damages, actions, demands or expenses or for any breach of
 10




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any of the provisions of this Agreement that may be occasioned by accepting or acting or
relying on any such certificate.12.6
    
    RTL Shareholder SVC shall not be bound to take any steps to ascertain whether any
breach of any of the provisions of this Agreement has occurred and, until it shall have actual
knowledge to the contrary, RTL Shareholder SVC shall be entitled to assume that no such breach
has occurred.12.7
    
    Notwithstanding any other provision of this Agreement, RTL Shareholder SVC may
refrain from acting if it has not been supplied with such information as it considers
necessary to enable it to comply with the terms of this Agreement having requested such
information.13
    
    Indemnities13.1
    
    Subject to Clause 13.2, RTL agrees with RTL Shareholder SVC to indemnify it, its
directors, officers, employees, controlling persons and every attorney, manager, agent,
delegate or other person appointed by it under this Agreement against all liabilities and
expenses incurred by it or him in the execution or purported execution of its obligations
under this Agreement and of any powers, authorities or discretions vested in it or him
pursuant to this Agreement and against all actions, proceedings, costs, claims, damages,
expenses and demands in respect of any matter or thing done or omitted in any way relating to
this Agreement, including, without limitation, any consent required to be given by RTL
Shareholder SVC in accordance with Clause 6.1 or the institution by RTL Shareholder SVC of any
proceedings pursuant to Clause 9 in respect of any default by RTP or RTL.13.2
    
    Nothing contained in this Agreement shall, in any case in which RTL Shareholder
SVC or, as the case may be, any attorney, manager, agent, delegate or other person appointed
by RTL Shareholder SVC under this Agreement has been guilty of fraud or gross negligence in
the performance of any of its duties hereunder exempt RTL Shareholder SVC or, as the case may
be, such attorney, manager, agent, delegate or other person appointed by RTL Shareholder SVC
under this Agreement from or indemnify him or it against any liability for breach of contract
or any liability which by virtue of any rule of law would otherwise attach to him or it in
respect of any negligence, default or breach of duty of which he or it may be guilty in
relation to his or its duties under this Agreement.14
    
    RTL Shareholder SVCs ActivitiesFor as long as RTL Shareholder SVC shall be registered as the holder of the RTP Special
Voting Share:
 (a)
    
    RTL Shareholder SVC agrees that the only activities carried out by RTL
Shareholder SVC (unless both RTP and RTL expressly agree in writing) shall be such
activities as are necessary or expedient in order for RTL Shareholder SVC to perform
its obligations and exercise its powers, authorities and discretions pursuant to this
Agreement and enforce the performance by each of RTP and RTL of its obligations
hereunder; and(b)
    
    Law Debenture agrees to procure that RTL Shareholder SVC shall not breach the
undertaking given by it in (a) above and that no changes are made to the Memorandum and
Articles of Association of RTL Shareholder SVC unless both RTL and RTP expressly agree
thereto in writing.
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15
    
    Ownership and Directors of RTL Shareholder SVC15.1
    
    For as long as RTL Shareholder SVC shall be registered as the holder of the RTP
Special Voting Share, Law Debenture agrees with each of RTL and RTP (i) that it shall remain
the registered and beneficial holder of the RTL Shareholder SVC Share; and (ii) that Law
Debenture shall not create or allow to subsist any lien, charge or encumbrance over the RTL
Shareholder SVC Share without the prior written consent of RTL.15.2
    
    For as long as RTL Shareholder SVC shall be registered as the holder of the RTP
Special Voting Share, RTL Shareholder SVC agrees with each of RTL and RTP, and Law Debenture
agrees with each of RTL and RTP to procure, that RTL Shareholder SVC will not create, allot or
issue any shares or securities or grant any right to, or take any action which might require,
the creation, allotment or issue of any such shares or securities or increase, repay, redeem
or reduce any of its share capital.15.3
    
    For as long as RTL Shareholder SVC shall be the registered holder of the RTP
Special Voting Share, Law Debenture agrees to procure that the only directors (including any
alternate directors) of RTL Shareholder SVC shall be persons who are not directors or
employees of RTP, RTL or any of their respective Subsidiaries provided that Law Debenture
shall not thereby assume any obligation to procure that an appropriate number of persons are
available for appointment as directors of RTL Shareholder SVC.16
    
    Amendments to this AgreementRTL Shareholder SVC and Law Debenture shall at any time concur with RTP and RTL in
making any modifications to the provisions of this Agreement which:
 (a)
    
    are formal or technical amendments and which RTL and RTP inform it are not
materially prejudicial to the interests of either RTP or RTL shareholders;(b)
    
    are necessary to correct manifest errors in this Agreement or inconsistencies
between provisions of this Agreement or between provisions of this Agreement and the
Sharing Agreement;(c)
    
    are by way of an amendment agreed between the parties pursuant to Clause 21.4;
or(d)
    
    have previously been sanctioned by Special Resolution of the Publicly-held RTL
Ordinary Shares and a Special Resolution of the Publicly-held RTP Ordinary Shares,
 provided in each case that such modification does not affect the obligations or rights of
RTL Shareholder SVC or Law Debenture under this Agreement or any provision affecting the
performance by either of them of its obligations under this Agreement.17
    
    Transfer of the RTP Special Voting Share by RTL Shareholder SVC17.1
    
    Each of the parties agrees with each of the others that RTL Shareholder SVC may
transfer the RTP Special Voting Share to another party at any time upon giving to RTP and RTL
not less than three months written notice without assigning any reason, provided that no such
transfer shall take effect unless and until a transferee of the RTP Special Voting Share
satisfactory to both RTP and RTL shall have been found which has agreed to be bound by this
Agreement or an agreement on equivalent terms.
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17.2
    
    Each of the parties agrees with each of the others that RTP and RTL together may
require RTL Shareholder SVC to transfer the RTP Special Voting Share to a transferee of their
choice:
 (a)
    
    by notice in writing effective forthwith if RTL Shareholder SVC or Law
Debenture shall be in breach of any of the terms of this Agreement; and(b)
    
    by two months notice in writing without assigning any reason following the
passing of a Special Resolution of the Publicly-held RTP Ordinary Shares and a Special
Resolution of the Publicly-held RTL Ordinary Shares to the effect that RTL Shareholder
SVC should transfer the RTP Special Voting Share.
 17.3
    
    Upon the transfer of the RTP Special Voting Share in accordance with this Clause
17:
 (a)
    
    this Agreement (apart from this Clause) shall be terminated as regards RTL
Shareholder SVC and Law Debenture;(b)
    
    RTL shall pay to RTL Shareholder SVC any accrued remuneration and any other
sums payable to it under Clause 11 or 13 and no further sums; and(c)
    
    no further liabilities on the part of or to RTL Shareholder SVC or Law
Debenture shall arise under this Agreement except for any liabilities which had already
accrued prior to such transfer.
 18
    
    Notices
 18.1
    
    Any notice, demand, consent or other communication to RTL Shareholder SVC, Law
Debenture, RTP or RTL required to be given, made or served for any purposes under this
Agreement shall be given to, made or served on a party by hand, by email or by facsimile
transmission as follows:
 18.1.1
    
    by delivering it by hand to the address(es) set out below (or to such
other address(es) as may have been notified to the other parties in accordance with
this Clause 18):
 to RTL Shareholder SVC:
    
    Fifth floor100 Wood StreetLondon EC2V 7EXEnglandAttention: The Company Secretary  The Law Debenture
Trust Corporation p.l.c.and27th Floor,530 Collins StreetMelbourne Vic 3000AustraliaAttention: The Company Secretary, RTP Shareholder SVCto Law Debenture:
    
    Fifth Floor100 Wood StreetLondon EC2V 7EX
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EnglandAttention: The Secretaryto RTL:
    
    33rd Floor120 Collins StreetMelbourne 3000Victoria, AustraliaAttention: The Company Secretaryto RTP:
    
    2 Eastbourne TerraceLondon W2 6LGEnglandAttention: The Company Secretary
 or
 18.1.2
    
    by sending it by facsimile to the facsimile number(s) set out below (or to
such other facsimile number(s) as may from time to time have been notified to the other
parties in accordance with this Clause 18):
 to RTL Shareholder SVC:
    
    (44) 207 606 0643 (for the attention of The Company
Secretary  The Law Debenture Trust Corporation p.l.c.)and(61) 3 9614 4661 (for the attention of The Company
Secretary, RTP Shareholder SVC);to Law Debenture:
    
    (44) 207 606 0643 (for the attention of The Secretary)to RTL:
    
    (613) 9283 3707 (for the attention of The Company
Secretary)to RTP:
    
    (44) 20 7781 1827 (for the attention of The Company
Secretary)
 or
 18.1.3
    
    by sending it by email to the email address(es) set out below (or such
other email address(es) as may from time to time have been notified to the other
parties in accordance with this Clause 18):
 to RTL Shareholder SVC:
    
    cosec@lawdeb.co.uk (for the attention of The Company
Secretary  The Law Debenture Trust Corporation
p.l.c.)anddoyle815@bigpond.com (for the attention of The Company
Secretary, RTP Shareholder SVC)androbwilliams@homechoice.co.uk (for the attention of The
Company Secretary, RTL Shareholder SVC)
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andrichard.spurio@aar.com.au (for the attention of The
Company Secretary, RTP Shareholder SVC);to Law Debenture:
    
    cosec@lawdeb.co.uk (for the attention of The Secretary)to RTL:
    
    stephen.consedine@riotinto.com (for the attention of
The Company Secretary)to RTP:
    
    matthew.whyte@riotinto.com (for the attention of The
Company Secretary)
 and any such notice, demand, consent or other communication shall be deemed to have been
given, made or served:
 (i)
    
    if delivered by hand, at the time of delivery;(ii)
    
    if sent by facsimile, on receipt of a transmission record indicating successful
transmission to the correct number; and(iii)
    
    if sent by email, at the time the email enters the Designated Information
System of the intended recipient provided that no error message indicating failure to
deliver has been received by the sender. For the purposes of this Clause, Designated
Information System means the Information System designated by a party hereunder to
receive electronic notices to this Agreement as identified by the email address
specified in Clause 18.1.3 above and Information System means a system for
generating, sending, receiving, storing or otherwise processing electronic
communications.
 18.2
    
    Any notice to RTL Shareholder SVC shall be copied to Law Debenture.19
    
    Submission to Jurisdiction19.1
    
    RTL hereby submits to the non-exclusive jurisdiction of the English courts in any
proceedings brought against it by any of the others in respect of this Agreement and for such
purposes RTL hereby irrevocably appoints Trusec Limited of 2 Lambs Passage, London EC1Y 8BB as
its agent to receive service of any proceedings in such courts.19.2
    
    Each of Law Debenture, RTL Shareholder SVC and RTP hereby submits to the
non-exclusive jurisdiction of the courts of Australia in any proceedings brought against it by
any of the others in respect of this Agreement and for such purposes RTP hereby irrevocably
appoints Allens Arthur Robinson Corporate Pty Ltd. (ACN 001 314 512) of Level 5, Deutsche Bank
Place, 126 Phillip Street, Sydney NSW 2000 and each of RTL Shareholder SVC and Law Debenture
hereby irrevocably appoints Allens Arthur Robinson Operations Pty Ltd (ACN 004 992 607) of
Level 5, Deutsche Bank Place, 126 Phillip Street, Sydney NSW 2000, as its agent to receive
service of any proceedings in such courts.20
    
    Damages not Adequate RemedyEach of Law Debenture, RTL Shareholder SVC, RTP and RTL hereby acknowledges and agrees
with each other that damages would not be an adequate remedy for the breach of any provision
of this Agreement and, accordingly, each shall be entitled to the remedies of
 15




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injunction, specific performance and other equitable remedy for any such threatened or
actual breach.21
    
    Miscellaneous21.1
    
    No assignmentExcept as expressly otherwise provided herein, none of the parties may assign any of its
rights or obligations under this Agreement in whole or in part without the approval of each
of the others.21.2
    
    No waiverNo waiver by a party of a failure or failures by any of the other parties to perform any
provision of this Agreement shall operate or be construed as a waiver in respect of any
other or further failure whether of a like or different character.21.3
    
    No partnership or agencyNothing in this Agreement (or in any of the arrangements contemplated hereby) shall be
deemed to constitute a partnership between any of the parties to this Agreement, nor
constitute any party as agent of any other party for any purpose.21.4
    
    SeveranceIf any of the provisions of this Agreement is or becomes invalid, illegal or unenforceable,
the validity, legality or enforceability of the remaining provisions shall not in any way be
affected or impaired. Notwithstanding the foregoing, the parties shall thereupon negotiate
in good faith in order to agree the terms of a mutually satisfactory provision, achieving as
nearly as possible the same commercial effect, to be substituted for the provision found to
be invalid, illegal or unenforceable.21.5
    
    Whole AgreementThis Agreement supersedes any previous written or oral agreement between the parties in
relation to the matters dealt with in this Agreement and contains the whole agreement
between the parties relating to the subject matter of this Agreement at the date hereof to
the exclusion of any terms implied by law which may be excluded by contract. The parties
acknowledge that they have not been induced to enter into this Agreement by any
representation, warranty or undertaking not expressly incorporated into it. So far as
permitted by law and except in the case of fraud, the parties agree and acknowledge that
their only rights and remedies in relation to any representation, warranty or undertaking
made or given in connection with this Agreement shall be for breach of the terms of this
Agreement, to the exclusion of all other rights and remedies (including those in tort or
arising under statute). In this Clause this Agreement includes all documents entered into
pursuant to this Agreement.21.6
    
    CounterpartsThis Agreement may be entered into in any number of counterparts, all of which taken
together shall constitute one and the same instrument. Any party may enter into this
Agreement by signing any such counterpart.
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22
    
    Governing LawThis Agreement shall be governed by, and construed in accordance with, the laws of
England.In witnesswhereof this Agreement has been executed on the date stated at the beginning.
 THE COMMON SEAL of RIO TINTO
LIMITED (ACN 004458 404) was
hereunto affixed in the presence of:
    
    }
    
    /s/ Guy Elliot

Guy Elliot/s/ Ben Mathews

Ben MathewsSIGNED by
for and on behalf of RTL
SHAREHOLDER SVC LIMITED in the

presence of:
    
    }
    
    /s/ Rob Williams

Rob Williams
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SIGNED by
for and on behalf of RIO TINTO PLC in the presence of:
    
        }
    
    /s/ Guy Elliot

Guy ElliotTHE COMMON SEAL of THE LAW DEBENTURE TRUST
CORPORATION 
p.l.c.
was hereunto affixed in the

presence of:
    
        }
    
    /s/ Caroline Banszky

Caroline Banszky
 18