Dated 21 December 1995
As amended by an Agreement dated 2 April 1998 pursuant to Special Resolutions passed on 13 February
1998 and 16 February 1998
 As amended pursuant to Special Resolutions dated 14 April 2005 and 29 April 2005
 As amended by an agreement dated 18 December 2009 in respect of certain formal
or technical amendments pursuant to Clause 17.7 hereof and 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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Agreement
 (1)
    
    Rio Tinto Limited(ACN 004 458 404), formerly CRA Limited1, a company incorporated
in Victoria, Australia whose registered office is at Level 33, 120 Collins Street, Melbourne,
3000, Victoria, Australia (RTL); and(2)
    
    Rio Tinto plc, formerly The RTZ Corporation plc1, a company incorporated in
England with registered number 719885 whose registered office is at 2 Eastbourne Terrace,
London W2 6LG, England (RTP).
 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 exercise the voting rights attached to the RTP Special
Voting Share in accordance with the RTL Shareholder Voting Agreement and RTP Shareholder SVC
and RTAH have agreed that RTAH shall procure that Tinto Holdings Australia Pty Limited shall
vote any RTL Ordinary Shares it holds and that RTP Shareholder SVC shall vote the RTL Special
Voting Share in accordance with the RTP Shareholder Voting Agreement.(C)
    
    RTL and RTP wish to agree upon the terms of the ongoing relationship between them following
the DLC Merger, including the implementation of the principles relating to distributions to be
made by RTL and RTP in accordance with Schedules 1 and 2 to this Agreement.
 1 Interpretation
  1.1 Definitions
 Aggregate Publicly-held Ordinary Shares
 Applicable Exchange Rate
 Applicable Regulation
 
 1
    
    The RTZ Corporation PLC changed its name to Rio Tinto plc and CRA Limited changed its name to Rio Tinto Limited in each case with effect from 2 June 1997. 1




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Associate
 Associated Tax Credit
 Australian dollars
 Australian Franking Credits
 Australian Securities Exchange
 Board
 Board of RTL
 Board of RTP
 Business Day
 Class Rights Action
 Companies Act Subsidiary
 Completion
 Corporations Act
 Corporations Act Subsidiary
 Current Market Price
 2




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Dividend Determination Date
 DLC Merger
 Equalisation Fraction
 Equalisation Ratio
 Equalisation Share
 Financial Period
 Group
 Implementation Agreement
 Intellectual Property
 Joint Decision
 Joint Decision Matter
 Limiting Restriction
 Liquidation Exchange Rate
 London Stock Exchange
 Market Value
 3




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Matching Offers
 Net Dividend Amount
 Ordinary Shares
 Publicly-held Ordinary Shares
 Publicly-held RTL Ordinary Shares
 Publicly-held RTP Ordinary Shares
 Publicly-held Shares
 RTAH
 RTL Bonus Issue
 RTL Deed Poll Guarantee
 RTL Entrenched Provision
 RTL Equalisation Share
 RTL Group
 RTL Memorandum and Articles
 RTL Ordinary Shares
 4




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RTL Shareholder SVC
 RTL Shareholder Voting Agreement
 RTL Special Voting Share
 RTP Deed Poll Guarantee
 RTP Entrenched Provision
 RTP Equalisation Share
 RTP Group
 RTP Memorandum and Articles
 RTP Ordinary Shares
 RTP Shareholder SVC
 RTP Shareholder Voting Agreement
 RTP Special Voting Share
 Special Voting Share
 sterling
 Subsidiary
 1.2 This Agreement
  5




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1.3 Currencies
  1.4 Genders etc.
  1.5 Resolutions
  1.6 Rights Issues
  2 Management of the Businesses
  3 Boards of RTL and RTP
  6




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4 Equalisation of Distributions
  5 Separate Approvals of Class Rights Actions
 5.1 Restriction on certain actions
 5.1.1
    
    If either RTL or RTP proposes to take any of the following actions:
 (a)
    
    to offer to the holders of its existing Ordinary Shares
generally shares or other securities for subscription or purchase:
 (i)
    
    by way of rights (otherwise than by Matching
Offers), where the proposed offer (when aggregated with (A) any
previous offers by either company of shares or other securities for
cash by way of rights or otherwise, but not under Matching Offers, (B)
any sales, other than intra RTP Group sales, by a member of the RTP
Group of RTL Ordinary Shares, and (C) any sales, other than intra RTL
Group sales, by a member of the RTL Group of RTP 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 RTL or by RTP; or(ii)
    
    otherwise than by way of rights, at below
Market Value; or
 (b)
    
    to do anything, other than actions listed in Clause 5.1.2,
5.1.3 or 5.1.4, which the Board of RTL and the Board of RTP agree (either in a
particular case or generally) should be treated as a Class Rights Action under
this Clause 5.1.1,each of them agrees with the other that it shall only take such action after
it has been approved by:
 (i)
    
    the consent in writing of the holder of the
Special Voting Share in the company proposing the action, which consent
shall only be given following the passing of an ordinary resolution
approving the action by the holders of Publicly-held Shares of the
other company; and(ii)
    
    such ordinary or special resolutions (if any)
as are required by Applicable Regulation of the company proposing to
take such action on which only holders of Publicly-held Shares in that
company have voted.
  7




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(a)
    
    a restriction applicable to RTL shall be treated as also
applicable to RTP (converting the restrictions, expressed in terms of a number
of RTL shares, into a number of RTP shares by application of the Equalisation
Ratio), and vice versa in relation to a restriction applicable to RTP;(b)
    
    a restriction expressed in terms of a nominal amount of RTPs
equity share capital shall be treated as if it related to the number of RTP
Ordinary Shares represented by that nominal amount and then converted into a
number of RTL Ordinary Shares by application of the Equalisation Ratio and any
restriction in relation to RTL shall be similarly treated;(c)
    
    a restriction (when expressed as a number of RTL Ordinary
Shares or RTP Ordinary Shares) that, under Applicable Regulation, has been
derived by application of a percentage to a number or nominal amount of RTL
Ordinary Shares and/or number or nominal amount of RTP 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
(a) and (b) 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(d)
    
    any restriction under Applicable Regulation which comes into
force in relation to either RTL or RTP after the date hereof which does not
fall within (a), (b) or (c) above shall be applied to the Aggregate
Publicly-held Ordinary Shares in the way in which the Board of RTL and the
Board of RTP agree best reflects the rationale underlying paragraphs (a), (b)
and (c) above,
  5.1.2
    
    If either RTL or RTP proposes to take any of the following actions:
 (a)
    
    to reduce or redeem its own Ordinary Share capital by way of a
capital repayment to the holders of its Ordinary Shares or a cancellation of
unpaid Ordinary Share capital;(b)
    
    to purchase 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);2(c)
    
    to go into voluntary liquidation;(d)
    
    to adjust the Equalisation Ratio otherwise than in accordance
with paragraph 5 of Schedule 2;
 
 2
    
    At the Annual General Meetings of RTP and RTL
held on 13 May and 27 May 1998 respectively special resolutions were passed
providing that any future purchases of shares in either company by itself and
any purchases of shares in RTP by RTL (or any of its subsidiaries) will require
no future renewal of shareholder approval (for the purposes of the Sharing
Agreement and the Articles of Association of RTP and RTL) except to the extent
required by relevant UK or Australian law and Stock Exchange Rules and provided
that such purchases are made at or around the prevailing market price. In 2005
the wording was further extended to cover purchases at below market price. 8




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##### 



(e)
    
    to amend the terms of, or terminate, this Agreement, the RTL
Shareholder Voting Agreement or the RTP Shareholder Voting Agreement other
than, in the case of the RTL Shareholder Voting Agreement or the RTP
Shareholder Voting Agreement an amendment to conform such agreement with the
terms of this Agreement or, in any case, by way of formal or technical
amendment which is not materially prejudicial to the interests of the
shareholders of either party or is necessary to correct any inconsistency or
manifest error or is by way of an amendment agreed between the parties pursuant
to Clause 17.6 or the equivalent provision of any other such document;(f)
    
    to do anything, other than actions listed in Clause 5.1.3 or
5.1.4, which the Board of RTL and the Board of RTP agree (either in a
particular case or generally) should be treated as a Class Rights Action under
this Clause 5.1.2
  1.
    
    the consent in writing of the holder of the Special Voting
Share in the company proposing the action, which consent shall only be given
following the passing of a special resolution approving the action by the
holders of Publicly-held Shares of the other company; and2.
    
    a special resolution of the holders of Publicly-held Shares
in the company proposing the action.
 5.1.3
    
    If it is proposed to amend, remove or alter the effect of (which for the
avoidance of doubt shall be taken to include the ratification of any breach of) any RTP
Entrenched Provision or to amend, remove or alter the effect of any other provision of
the RTP Memorandum and Articles which amendment, removal or alteration the Board of RTL
and the Board of RTP agree should be treated as subject to this Clause 5.1.3, then such
action shall require approval by a special resolution of the shareholders of RTP (on
which no member of the RTL Group has cast a vote or on which any votes cast by a member
of the RTL Group have been disregarded) on which, if the proposed amendment, removal or
alteration has not, by the time of the closing of the poll on such resolution, been
approved by a special resolution of the holders of Publicly-held RTL Ordinary Shares,
the voting rights of the RTP Special Voting Share shall be increased to such extent as
is necessary to defeat the resolution (and in that event the holder of the RTP Special
Voting Share shall be bound to vote such Share to defeat the resolution). The holder of
the RTP Special Voting Share shall otherwise not be entitled to vote on such a
resolution.5.1.4
    
    If it is proposed to amend, remove or alter the effect of (which for the
avoidance of doubt shall be taken to include the ratification of any breach of) any RTL
Entrenched Provision or to amend, remove or alter the effect of any other provision of
the RTL Memorandum and Articles which amendment, removal or alteration the Board of RTL
and the Board of RTP agree should be treated as subject to this Clause 5.1.4, then such
action shall require:
 (a)
    
    the consent in writing of the holder of the RTL Special Voting
Share (which shall be given if the proposed amendment, removal or alteration
has been
 9




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##### 



approved by a special resolution of the holders of Publicly-held RTP
Ordinary Shares, and otherwise shall be withheld); and
 (b)
    
    approval by a special resolution of the shareholders of RTL (on
which no member of the RTP Group has cast a vote or on which any votes cast by
a member of the RTP Group have been disregarded) on which, if the proposed
amendment, removal or alteration has not, by the time of the closing of the
poll on such resolution, been approved by a special resolution of the holders
of Publicly-held RTP Ordinary Shares, the voting rights of the RTL Special
Voting Share shall be increased to such extent as is necessary to defeat the
resolution (and in that event the holder of the RTL Special Voting Share shall
be bound to vote such share to defeat the resolution). The holder of the RTL
Special Voting Share shall otherwise not be entitled to vote on such a
resolution.
 5.2 Obligations to convene meetings
  6 Joint Decisions, Polls and Discretionary Matters
 6.1 Submission of Joint Decisions to meetings of both companies
  (a)
    
    the appointment or removal of a director of RTL and/or RTP;(b)
    
    the receipt or adoption of the annual accounts of RTL and/or RTP (if
shareholders are to be asked to vote on the receipt or adoption of such accounts);(c)
    
    a change of name by RTL and/or RTP;(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 RTL and/or RTP;(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 RTL or RTP;(g)
    
    a change of the corporate status or reregistration of RTL or RTP;(h)
    
    a matter referred to in Clause 9.2; and
 10




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(i)
    
    any other matter which both the Board of RTL and the Board of RTP decide
(either in a particular case or generally) should be decided upon by Joint Decision.
  6.2 Timing of meetings
  6.3 Poll
  6.4 Timing of Poll
 6.4.1
    
    RTL agrees with RTP that any poll on which the RTL Special Voting Share is
or may be entitled to vote shall (as regards the RTL Special Voting Share and any RTL
Ordinary Shares held by any member of the RTP Group) be kept open for such time as to
allow a general meeting of RTP to be held and for the votes attaching to any RTL
Ordinary Shares held by any member of the RTP Group and the RTL 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 and/or RTL Ordinary Shares held by persons other
than any member of the RTP Group.6.4.2
    
    RTP agrees with RTL that any poll on which the RTP Special Voting Share is
entitled to vote shall (as regards the RTP Special Voting Share) be kept open for such
time as to allow a general meeting of RTL to be held and for the votes attaching to the
RTP Special Voting Share to be cast on such poll, although such poll may be closed
earlier in respect of shares of other classes.
 6.5 Discretionary Matters
  (a)
    
    the Board of RTL and the Board of RTP may by agreement decide to seek the
approval of such majority of the shareholders (or any class of shareholders) of either
or both of RTL and RTP on any matter which would not otherwise require such an approval
(or such a high approval threshold); and(b)
    
    on any matter which by Applicable Regulation or by virtue of the provisions of
the RTL Memorandum and Articles or the RTP Memorandum and Articles requires approval of
the shareholders of either or both of RTL and RTP (apart from those matters for which
express provision is made in this Agreement), the Board of RTL and the Board of RTP may
by agreement decide that such matter shall be deemed to be a Class Rights Action
requiring approval in accordance with Clause 5.1.1 or
 11




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7 Voting Restrictions
 7.1 RTL
  7.2 RTP
  8 Information and Intellectual Property
 8.1 Disclosure
  (a)
    
    to obtain a waiver of any relevant obligation owed to a third party to the
extent that such obligation would prevent disclosure to the other of any information;
or(b)
    
    to obtain the third partys acceptance that members of the RTL Group or members
of the RTP Group, as the case may be, are to be treated as permitted recipients under
the terms of the relevant confidentiality agreement.
 8.2 Confidentiality
  12




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##### 



8.3 Intellectual Property
  8.4 Payment of Fees
  9 Change of Control of Either RTL or RTP
 9.1 Enforcement of Articles
  9.2 Acceptance of a takeover offer for RTL
  13




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##### 



10 Accounting Matters
  (a)
    
    so far as may be permitted by law, to adopt the same accounting policies and
apply the same accounting practices;(b)
    
    to ensure that each of their Financial Periods ends on the same date; and(c)
    
    unless and until the shareholders decide otherwise by Joint Decision, that each
of their auditors shall be part of the same international accounting firm.
 11 Equalisation of Assets on Termination
 11.1
    
    On the termination of this Agreement howsoever arising (otherwise than on the
final winding up of RTL or RTP), each party will instruct a merchant bank of international
repute to certify, within 6 weeks after being instructed to do so, the value of the net assets
of such party as at the date of termination, and within a further 4 weeks thereafter to
approve the value of the net assets of the other party as so certified. The Board of RTL and
the Board of RTP shall ensure that the same principles of valuation are adopted in respect of
the valuation of each company by such merchant banks. If within such 4 week period such
merchant banks are unable to agree the value of the net assets of either or both parties, then
the dispute shall be referred to a third merchant bank of international repute (which shall
act as expert and not as arbitrator) appointed by agreement between the parties, or failing
such agreement within 7 days of the end of that 4 week period by the President for the time
being of the Law Society in England and Wales, and such third merchant bank will be instructed
by the parties to finish its determination within a further 4 weeks of being appointed (or
such longer period as the parties may agree). The agreement of the merchant banks appointed by
the parties, or as the case may be the decision of the third merchant bank, shall be final and
binding on the parties.11.2
    
    If the ratio of the values determined in accordance with Clause 11.1 (applying the
Liquidation Exchange Rate or such other rate as such merchant bank or banks shall determine or
agree) of the net assets per Publicly-held RTL Ordinary Share to the net assets per
Publicly-held RTP Ordinary Share does not equal the Equalisation Ratio at the date of
termination of this Agreement, then a payment will be made by one party to the other of such
amount as will result in that ratio after such payment (and after making provision for any tax
in respect of the receipt or making of such payment and after taking account of any offsetting
tax credits or losses having regard to the proposed method of making the payment) being equal
to the Equalisation Ratio at such date.11.3
    
    Termination of this Agreement shall be without prejudice to the rights and
obligations of the parties under this Clause 11.11.4
    
    The costs of any third merchant bank appointed pursuant to Clause 11.1 are to be
borne as it decides.
 14




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12 Stock Exchange Obligations
  13 Issue of Equalisation Shares
  14 Relationship with other Documents
  15 Restrictions on Share Dealing
 15.1 Limits on dealings
  (a)
    
    sell, dispose, purchase or otherwise deal in shares or other equity securities
of the other party; or(b)
    
    take any action which will result in a change to the number of shares or other
equity securities of the other party held by the first partys Group,
  15.2 Exceptions
  (a)
    
    any sale or disposal by either party to its Subsidiary or by a Subsidiary of
either party to that party or to another Subsidiary of that party, to any disposal
permitted
 15




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(b)
    
    taking up all or any part of an entitlement on a rights issue by the other
party, receiving any bonus issue by the other party or taking up shares under a
dividend re-investment plan of the other party; and(c)
    
    the purchase by either party and/or any of its Subsidiaries of any Ordinary
Shares in the other party which would have been permitted under this Agreement if such
purchase had been made by the other party itself.
 15.3 RTP Shareholder Voting Agreement
  15.4 Disposals treated as issues
  16 Other Transactions
  17 Miscellaneous
 17.1 Regulatory
  17.2 No assignment
  16




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##### 



17.3 No waiver
  17.4 No partnership or agency
  17.5 Applicable Laws
  17.6 Severance
  17.7 Amendment
  18 Notices
  to RTL:
    
    Level 33120 Collins StreetMelbourne 3000Victoria, AustraliaTel: (613) 9283 3333Fax: (613) 9283 3707Attention: The Company Secretaryto RTP:
    
    2 Eastbourne TerraceLondon W2 6LGEnglandTel: (44) (0) 20 7781 2000Fax: (44) (0) 20 7781 1800Attention: The Company Secretary
 17




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19 Counterparts
  20 Process Agent
  21 Governing Law
  22 Jurisdiction
  In witness
 18




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}THE COMMON SEAL of RIO TINTO
LIMITED
(ACN 004 458 404 was hereunto affixed

in the presence of:

    /s/ Guy Elliot

Guy Elliot/s/ Ben Mathews
Ben MathewsLeon A Davis 
DirectorIAN LESLIE FALCONER 
Secretary}SIGNED by Guy Elliot for and on behalf
of RIO TINTO PLC

in the presence of:

    /s/ Guy Elliot

Guy ElliotPDS KING 
Solicitor
 19




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Schedule 1
Principles of Equalisation
 1
    
    Dividends1.1
    
    Except in relation to dividends in respect of 1995 and except in the circumstances
set out in paragraphs 3.3 and 3.4 of Schedule 2, dividends and other distributions will be
paid or made on the Ordinary Shares of RTL and RTP on the basis that the ratio of the Net
Dividend Amount on one RTL Ordinary Share, to the Net Dividend Amount on one RTP Ordinary
Share converted using the Applicable Exchange Rate, will be the Equalisation Ratio or as close
to the Equalisation Ratio as is reasonably practicable. In this regard, a Net Dividend Amount
may be rounded provided the Net Dividend Amount as rounded is within a 2% tolerance of the
exact Net Dividend Amount that would result from the ratio of the Net Dividend Amount on one
RTL Ordinary Share to the Net Dividend Amount on one RTP Ordinary Share converted using the
Applicable Exchange Rate being exactly equal to the Equalisation Ratio. For the avoidance of
any doubt and by way of example using a notional exchange rate of A$2:£1 and an Equalisation
Ratio of 1:1 (and, with the exception of (g) below, under Applicable Regulations as in force
at the date of this Agreement), it is agreed that:
 (a)
    
    where RTP pays a dividend of 15 pence per share, whether this is a dividend in
respect of which advance corporation tax of 3.75 pence is due under the Income and
Corporation Taxes Act 1988 of the United Kingdom (ICTA) or the dividend is a foreign
income dividend, as defined in ICTA or a combination of the two, then the Net Dividend
Amount is 15 pence per share; and(b)
    
    where RTL pays a franked dividend of 30 cents per share carrying under
Australian law an Australian Franking Credit of 16.875 cents per share, then the Net
Dividend Amount is 30 cents per share; or(c)
    
    where RTL pays an unfranked dividend of 30 cents per share carrying no
Australian Franking Credit, then the Net Dividend Amount is 30 cents per share; or(d)
    
    where RTL pays an unfranked dividend of 30 cents per share to a non-resident
and dividend withholding tax is deducted at 15 per cent (that is, 4.5 cents is deducted
from the 30 cents so that the shareholder receives a cash amount of 25.5 cents per
share), then the Net Dividend Amount is 30 cents per share; or(e)
    
    where RTL pays an unfranked dividend of 30 cents per share to a non-resident
which is exempt from dividend withholding tax, because the foreign dividend declaration
amount in respect of the dividend is 30 cents per share under Section 128TC of the
Income Tax Assessment Act, then the Net Dividend Amount is 30 cents per share; or(f)
    
    where RTL pays a dividend (franked or unfranked) of 30 cents per share to
another Australian company which is eligible for a rebate of tax under Section 46 of
the Income Tax Assessment Act, then the Net Dividend Amount is 30 cents per share; or(g)
    
    where RTL pays a dividend to an Australian resident of 30 cents per share and,
because of a change in Australian law subsequent to the date of this Agreement, the
dividend does not carry any Australian Franking Credit but RTL is required by
 20




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##### 



law to withhold 10 per cent of the amount of the dividend (so that the shareholder
receives a cash amount of 27 cents per share) then, whether or not the shareholder
is entitled to recover or obtain credit for the amount withheld, the Net Dividend
Amount is 30 cents per share.
 1.2
    
    If either party (the first party) does not have sufficient distributable reserves
to pay or make any dividend or other distribution as resolved by its directors, the other
party (to the extent that it has sufficient distributable reserves after making allowance for
the dividend or other distribution to be made to its own shareholders and after making
provision for any tax in respect of the making of such payment or distribution (taking into
account any offsetting tax credits, losses or deductions)) will make a payment to the first
party or a distribution on its Equalisation Share (if it has been issued and if its Board so
decides), so far as it is practicable to do so, in order to ensure that the first partys
distributable reserves are sufficient to pay or make such dividend or other distribution (and
account for any tax payable, after taking into account any offsetting tax credits, losses or
deductions with respect to the receipt of the payment or distribution or the payment of such
dividend or the making of such other distribution) as will satisfy the provisions of paragraph
1.1.2
    
    Distributions of CapitalOn the bases and assumptions and subject to the exceptions set out or referred to in
Schedule 2, distributions of capital by each party will be made on the principle that the
ratio of the interests of the holders of Publicly-held RTL Ordinary Shares on a per share
basis in the aggregate underlying capital of RTL and RTP taken as a whole (the Aggregate
Capital) to the interests of the holders of the Publicly-held RTP Ordinary Shares on a per
share basis in the Aggregate Capital will equal the Equalisation Ratio.3
    
    Purchases of Ordinary SharesFor the avoidance of doubt, but without prejudice to Clauses 5 and 15 of this
Agreement, nothing in this Agreement shall operate:
 (a)
    
    to require that any purchase by either party (the first party) of Ordinary
Shares or other shares in itself shall be accompanied by or imply any obligation to
make a purchase of Ordinary Shares or other shares in the other party either by the
first party or by the other party or any of its Subsidiaries;(b)
    
    to require that any purchase by either party (the first party) and/or any of
its Subsidiaries of Ordinary Shares or other shares in the other party shall be
accompanied by or imply any obligation to make a purchase of Ordinary Shares or other
shares in the first party by the first party or by the other party or any of its
Subsidiaries;(c)
    
    to restrict in any way the purchase by either party or any of its Subsidiaries
of Ordinary Shares or other shares in itself or in the other party
 and no purchase made in accordance with this paragraph 3 at, around or below prevailing
market prices for the shares being purchased shall require any adjustment to the
 21




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##### 



Equalisation Ratio providing that the price paid shall not exceed the maximum from time to
time specified by Applicable Regulation.3
 
 3
    
    At the Annual General Meetings of RTP and RTL
held on 13 May and 27 May 1998 respectively special resolutions were passed
providing that any future purchases of shares in either company by itself and
any purchases of shares in RTP by RTL (or any of its subsidiaries) will require
no future renewal of shareholder approval (for the purposes of the Sharing
Agreement and the Articles of Association of RTP and RTL) except to the extent
required by relevant UK or Australian law and Stock Exchange Rules and provided
that such purchases are made at or around the prevailing market price. In 2005
this was further extended to cover purchases at below market price. 22




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##### 



Schedule 2
Operation of Principles
 1
    
    GeneralThe parties will keep under review (and amend, or propose to amend, where necessary)
the detailed arrangements for equalisation embodied in this Schedule 2 and the RTL
Memorandum and Articles and the RTP Memorandum and Articles with a view to ensuring that
such arrangements work in conformity with the principles stated in Schedule 1.2
    
    Timing of DistributionsThe parties agree:2.1
    
    that the Boards of RTL and RTP shall resolve to pay dividends or make other
distributions at Board meetings, summoned so that they are held as close in time to each other
as is practicable;2.2
    
    to co-operate with a view to announcing their dividends and any other
distributions, as far as practicable, simultaneously; and2.3
    
    to co-operate so far as practicable in co-ordinating the timing of all other
aspects of dividend payment or the making of other distributions.3
    
    Equalisation of Net DistributionsThe parties agree to procure that their respective Boards observe the following
provisions:3.1
    
    In relation to each proposed dividend payment or other distribution the Board of
RTL and the Board of RTP shall agree at the Board meetings referred to in paragraph 2.1 the
Net Dividend Amount in respect of the dividends or other distributions to be paid or made by
them respectively.3.2
    
    Subject (in the case of dividends) to paragraphs 3.3 and 3.4, the Board of RTL and
the Board of RTP shall resolve to pay dividends or make distributions of such an amount that,
in relation to any proposed dividend payment or the making of any distribution, the ratio of
the Net Dividend Amount in respect of one RTL Ordinary Share to the Net Dividend Amount in
respect of one RTP Ordinary Share, calculated using the Applicable Exchange Rate, is the
Equalisation Ratio.3.3
    
    Notwithstanding paragraph 3.2, either the Board of RTL or the Board of RTP may,
after consulting the other Board, resolve to pay a dividend which is lower than the amount
that would be implied by the Equalisation Ratio if it considers that payment of a dividend by
RTL or RTP, as appropriate, according to the Equalisation Ratio would result in the payment of
a dividend which it would be contrary to Applicable Regulation to pay.3.4
    
    In addition, RTL and RTP acknowledge that, in relation to any proposed dividend
payment, the amounts resolved to be paid by the Board of RTL or the Board of RTP may not
reflect the Equalisation Ratio where, following the reduction by one party of its dividend
payment to shareholders in accordance with paragraph 3.3, subsequent compensatory payments are
to be made to the relevant shareholders in respect of the relevant shares as contemplated in
paragraph 3.6.
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3.5
    
    Where, for any of the reasons stated in paragraphs 3.3 or 3.4, either the Board of
RTL or the Board of RTP decides not to pay a dividend according to the Equalisation Ratio, RTL
and RTP shall make available to their shareholders, together with and in the same manner as
the announcement of the dividend, a statement explaining why dividends have been or will be
paid which are not in accordance with the Equalisation Ratio and the implications of that fact
for future dividends (in so far as they are known).3.6
    
    RTL and RTP agree that:
 3.6.1
    
    Where, in accordance with paragraph 3.3, the Board of RTL or the Board of
RTP has resolved to pay a dividend lower than the amount that would be implied by the
Equalisation Ratio, any future compensatory dividends may be paid at the same time as
routine dividend payments by RTL and RTP.3.6.2
    
    In the following circumstances, the following reserves shall be
established:
 (a)
    
    Inability to equalise in whole or in partIf the whole or any part of the amount that would otherwise be payable to
one party in accordance with paragraph 1.2 of Schedule 1 or distributable in
accordance with that paragraph on the RTL Equalisation Share or the RTP
Equalisation Share held by the party entitled to the relevant dividend
payment (in either case the affected party) cannot be paid for any reason,
then an amount equal to the difference between (i) the amount which should
have been paid in accordance with paragraph 1.2 of Schedule 1 and (ii) the
amount actually paid shall be credited to a separate reserve in the books of
the other party (in sterling if the other party is RTP or in Australian
dollars if the other party is RTL) and shall be preserved by such party so
as to be available for payment to the affected party when circumstances
permit such payment to be made and RTL and RTP shall agree arrangements to
protect their respective shareholders against significant prejudice caused
by currency fluctuations affecting the value of the separate reserve
measured in terms of the currency in which payment of the compensatory
payment or dividend will be made or paid. This reserve will be recorded in
the books of the relevant company as a reserve for the benefit of the holder
of the Equalisation Share (if it has been issued) and shall otherwise be
recorded as a debt due to the party entitled to the payment under paragraph
1.2 of Schedule 1;(b)
    
    Cap on own distributions notwithstanding equalisationIf the whole or any part of the relevant amount payable in accordance with
paragraph 1.2 of Schedule 1 or distributable in accordance with that
paragraph on either the RTP Equalisation Share or the RTL Equalisation Share
to the affected party is paid or distributed notwithstanding the fact that
the affected party (or if the affected party is not RTP or RTL, whichever of
RTP or RTL is the ultimate parent of the affected party) will (for any of
the reasons specified in sub-paragraph (c) below) pay a lesser Net Dividend
Amount to its shareholders than the amount which will be paid by the other
party (taking into account the Equalisation Ratio), the affected party (or
if the affected party is not RTP or RTL, whichever of RTP or RTL is the
ultimate parent of the affected party) shall, for the benefit of the holders
from time to time of its Ordinary Shares (the Reserve Shares) in issue at
 24




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the time that the inability to pay occurs, establish a reserve in its own
books of the amount so received which it is unable to distribute to its
shareholders (which, in the case of RTL, will be in Australian dollars and,
in the case of RTP, will be in sterling); and(c)
    
    Cap on own distributions when no equalisation requiredA reserve shall be established for the benefit of the holders of the Reserve
Shares of either party in the books of that party representing any amounts
which, although available to that party (out of the accumulated
distributable reserves of that party), are by reason of Applicable
Regulation not permitted to be paid to the holders of Reserve Shares of that
party and which should have been paid to the holders of Reserve Shares of
that party in order to satisfy the requirements of paragraph 1.2 of Schedule
1.
 3.6.3
    
    The reserves established pursuant to paragraph 3.6.2 shall be:
 (a)
    
    reduced proportionately to any decrease in the issued share
capital of the affected party (or if the affected party is not RTP or RTL,
whichever of RTP or RTL is the ultimate parent of the affected party); and(b)
    
    adjusted to compensate for changes in the taxation regime
applicable to the affected party or the party establishing the relevant reserve
in either case under paragraph 3.6.2(a) so as to ensure that the same net
amount is received by the affected party which would have been received had the
circumstances in paragraph 3.3 not arisen.
 3.6.4
    
    There shall be added to the reserves established pursuant to paragraph
3.6.2 such amount of notional interest or other compensation to reflect the delay in
receipt as RTL and RTP may agree.3.6.5
    
    Any amounts standing to the credit of any reserve established pursuant to
paragraph 3.6.2 shall be paid to the persons entitled to them as soon as Applicable
Regulation so permits.
 3.7
    
    For the purposes of Article 3(B) of the RTP Memorandum and Articles, Article 8 of
the RTL Memorandum and Articles and paragraph 1.2 of Schedule 1 the dividends to be paid or
distributions made to shareholders and the payments to be made under paragraph 1.2 of Schedule
1 or distributions to be made on the RTL Equalisation Share or on the RTP Equalisation Share
under that paragraph shall be calculated ignoring the possibility of any requirement or
decision to pay a different amount by reason of any of the circumstances described in
paragraph 3.3.4
    
    Capital4.1
    
    Liquidation of RTPThe parties agree that, if RTP shall go into liquidation whether compulsory or
voluntary and whether or not proceedings have been commenced for the liquidation of RTL,
then, unless the relevant party has issued an Equalisation Share and pursuant to the terms
of issue thereof is required or elects to make a distribution on its Equalisation Share of
an equivalent amount, a payment (the Equalisation Payment) shall be made by RTL to RTP or,
as the case may be, by RTP to RTL if either party would have surplus assets available
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for distribution to the holders of its Ordinary Shares after the payment to all creditors
and holders of prior ranking classes of share of the amounts due to them and the ratio of
the surplus (if any) attributable to each Publicly-held RTL Ordinary Share to the surplus
(if any) attributable to each Publicly-held RTP Ordinary Share would otherwise not equal the
Equalisation Ratio. The amount of the Equalisation Payment shall be calculated as set out in
paragraphs 4.1.1 to 4.1.10. In making such calculation a reserve shall be made for the
following amounts due in respect of shares in or reserves of the relevant party, so that the
Equalisation Payment shall not be made by the party from which it would otherwise be due
unless after making such payment there will remain available to such party sufficient funds
to pay the following amounts due on a return of assets on a liquidation:
 I.
    
    In the case of RTP:
 (a)
    
    in respect of any statutory entitlements ranking ahead of the entitlements of
the shareholders on a liquidation of RTP, the amounts due in accordance with the
relevant statute;(b)
    
    to the holders of the Preference Shares (as defined in the RTP Memorandum and
Articles) and to the holders of all other classes of share (apart from those listed
below) having rights to participate on a return of capital in priority to the RTP
Ordinary Shares, the amount payable on a return of capital on such shares;(c)
    
    to the holder of the RTP Special Voting Share, the nominal amount paid up on
such Share;(d)
    
    to:
 (i)
    
    the holder of the RTP Equalisation Share (if any), the nominal
amount paid up thereon and any amounts standing to the credit of the holder of
that share; and(ii)
    
    RTL, any amount standing to the credit of RTL,
 in either case in any reserve set up in the books of RTP pursuant to paragraph 3.6.2(a); and
 (e)
    
    to holders of RTP Ordinary Shares any amounts standing to the credit of any
reserve for their benefit set up in the books of RTP pursuant to paragraph 3.6.2(b) or
3.6.2(c).
 II.
    
    In the case of RTL:
 (a)
    
    In respect of any statutory entitlements ranking ahead of the entitlements of
the shareholders of RTL on a liquidation of RTL, the amounts due in accordance with the
relevant statute;(b)
    
    to the holders of all classes of share (apart from those listed below) having
rights to participate on a return of capital in priority to the RTL Ordinary Shares,
the amount payable on a return of capital on such shares;(c)
    
    to:
 (i)
    
    the holder of the RTL Equalisation Share (if any), the nominal
amount paid up thereon and any amounts standing to the credit of the holder of
that share; and(ii)
    
    RTP, any amount standing to the credit of RTP,
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(d)
    
    to holders of RTL Ordinary Shares any amounts standing to the credit of any
reserve for their benefit set up in the books of RTL pursuant to paragraph 3.6.2(b) or
3.6.2(c); and(e)
    
    to the holder of the RTL Special Voting Share, the nominal amount paid up on
such share.4.1.1
    
    For the purpose of calculating the Equalisation Payment, the liquidator of
RTP shall draw up accounts as at the earliest date (the Reference Date) on which the
liquidator is able to make a final distribution to creditors and members of RTP to show
the gross amount which would be available for distribution to the holders of RTP
Ordinary Shares on the liquidation of RTP after payment in full of any amount standing
to the credit of:(a)
    
    any member of the RTL Group in any reserve set up in the books of RTP pursuant
to paragraph 3.6.2(a); and(b)
    
    the holders of RTP Ordinary Shares in any reserve set up in the books of RTP
under paragraph 3.6.2(b) or 3.6.2(c)
  4.1.2
    
    Unless RTL is in liquidation at the Reference Date (in which case paragraph
4.2.1 shall apply instead of this paragraph 4.1.2), for the purpose of calculating the
Equalisation Payment, the Relevant Officer (as defined in paragraph 4.5) for the time
being of RTL shall draw up accounts as at the Reference Date of all assets (valued as
if RTL was in liquidation and those assets were to be realised by a liquidator of RTL
in an orderly manner) and liabilities which would be admissible to proof if RTL was in
liquidation at the Reference Date (other than the asset or liability represented by the
Equalisation Payment) to show the gross amount which would be available for
distribution to holders of RTL Ordinary Shares on the liquidation of RTL (if it were to
occur on the Reference Date) after payment in full of any amount standing to the credit
of:
 (a)
    
    any member of the RTP Group in any reserve set up in the books
of RTL pursuant to paragraph 3.6.2 (a); and(b)
    
    the holders of RTL Ordinary Shares in any reserve set up in the
books of RTL under paragraph 3.6.2(b) or 3.6.2(c)
  27




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4.1.3
    
    The liquidator of RTP for the time being shall make, and certify to RTL,
the results of the following calculation as at the Reference Date and agree such
calculation with the Relevant Officer of RTL, which calculation will be expressed in
sterling, with any Australian dollar amounts being converted to sterling at the
Liquidation Exchange Rate as at the Reference Date:
 (RTPOD+RTLOD)×
    
    RTPOS
(RTLOS×EF)+RTPOS
 where
      Adjusted RTP
Distribution Amount
 4.1.4
    
    If the Adjusted RTP Distribution Amount is equal to or more than the RTP
Own Distribution Amount, then (a) if the RTL Own Distribution Amount is a positive
amount, RTL shall pay, out of the assets otherwise available to holders of RTL Ordinary
Shares, an amount to RTP being the lesser of an amount equal to the value of those
assets and an amount such that (taking account of any tax payable on the making or
receipt of that payment, after allowing for any offsetting tax credits, losses or
deductions) the ratio of the amount available for distribution on each Publicly-held
RTL Ordinary Share to the amount available for distribution on each Publicly-held RTP
Ordinary Share:
 (i)
    
    apart from any undistributed amounts resulting from the payment
by RTL to a member of the RTP Group, or by RTP to a member of the RTL Group of
any reserves under paragraph 3.6.2(a) or any amounts credited to any reserve in
the books of RTP for the benefit of holders of RTP Ordinary Shares or any
amounts credited to any reserve in the books of RTL for the benefit of holders
of RTL Ordinary Shares, in either case under paragraphs 3.6.2(b) or 3.6.2(c);
and(ii)
    
    on the assumption that such distribution to RTPs members and
creditors and RTLs members and creditors took place on the Reference Date; and(iii)
    
    after taking into account the amount available for
distribution on each Publicly-held RTP Ordinary Share prior to such payment,
  28




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4.1.5
    
    If the Adjusted RTP Distribution Amount is equal to or more than zero, but
is less than the RTP Own Distribution Amount, the liquidator of RTP shall pay out of
the assets otherwise available for distribution to holders of RTP Ordinary Shares an
amount to RTL such that (taking account of any tax payable on the making or receipt of
that payment, after allowing for any offsetting tax credits, losses or deductions) the
ratio of the amount available for distribution on each Publicly-held RTL Ordinary
Share:
 (i)
    
    apart from any undistributed amounts resulting from the payment
by RTP to a member of the RTL Group or by RTL to a member of the RTP Group of
any reserves under paragraph 3.6.2(a) or any amounts credited to any reserve in
the books of RTL for the benefit of holders of RTL Ordinary Shares or any
amounts credited to any reserve in the books of RTP for the benefit of holders
of RTP Ordinary Shares, in either case under paragraphs 3.6.2 (b) or 3.6.2(c);
and(ii)
    
    on the assumption that such distribution to RTPs members and
creditors and RTLs members and creditors took place on the Reference Date; and(iii)
    
    after taking into account the amount available for
distribution on each Publicly-held RTL Ordinary Share prior to such payment
  4.1.6
    
    If the Adjusted RTP Distribution Amount is zero or a negative amount and
the RTP Own Distribution Amount is a positive amount then the liquidator of RTP shall
pay out of the assets otherwise available for distribution to the holders of RTP
Ordinary Shares an amount to RTL such that (taking account of any tax payable on the
making of that payment, after allowing for any offsetting tax credits, losses or
deductions) the amount available for distribution to holders of Publicly-held RTP
Ordinary Shares on the assumption that distribution to RTPs members and creditors took
place on the Reference Date is zero.4.1.7
    
    If the RTP Own Distribution Amount is zero or a negative amount and the RTL
Own Distribution Amount is zero or a negative amount, then no payment is required to be
made by the liquidator of RTP to RTL or by RTL to RTP and the amount available for
distribution to holders of Publicly-held RTP Ordinary Shares is zero.4.1.8
    
    In making the calculations referred to in this paragraph 4.1, the Relevant
Officer of RTL and the liquidator of RTP shall take into account the distributions
which fall to be made on those RTP Ordinary Shares which are not Publicly-held RTP
Ordinary Shares and those RTL Ordinary Shares which are not Publicly-held RTL Ordinary
Shares, it being acknowledged that for each company the per share distributions
 29




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on its Publicly-held Ordinary Shares and its non Publicly-held Ordinary Shares will
be the same.
 4.1.9
    
    The certificates which the Relevant Officers of RTL and RTP are required to
produce under paragraphs 4.1.1, 4.1.2 and 4.1.3 (the Certificates) shall be produced
within 6 weeks after the Reference Date and the parties shall procure that all
necessary instructions are given to the Relevant Officers of each company to ensure
that such certificates are produced within that time. The Relevant Officers of each
company shall then agree the calculations in such Certificates within 4 weeks of the
date on which all such Certificates are produced. If they are unable to agree the
calculations in the Certificates within such time, then the dispute shall be referred
to an independent firm of accountants agreed by the parties (or failing agreement
within 7 days of the end of that 4 week period, appointed, on the application of either
party, 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 Relevant Officers of the parties or determined by
the independent accountants, they shall be conclusive and binding on the parties.4.1.10
    
    The parties shall jointly give such instructions as may be necessary to
procure the making of any calculations or certifications required by this Clause 4.1.
 4.2 Liquidation of RTL
 Equalisation Payment
 I.  In the case of RTL:
 (a)
    
    In respect of any statutory entitlements ranking ahead of the entitlements of
the shareholders of RTL on a liquidation of RTL, the amounts due in accordance with the
relevant statute;
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(b)
    
    to the holders of all classes of shares (apart from those listed below) having
rights to participate on a return of capital in priority to the RTL Ordinary Shares,
the amount payable on a return of capital on such shares;(c)
    
    to:
 (i)
    
    the holder of the RTL Equalisation Share (if any), the nominal
amount paid up thereon and any amounts standing to the credit of the holder of
that share; and(ii)
    
    RTP, any amount standing to the credit of RTP,
  (d)
    
    to holders of RTL Ordinary Shares any amounts standing to the credit of any
reserve for their benefit set up in the books of RTL pursuant to paragraph 3.6.2(b) or
3.6.2(c); and(e)
    
    to the holder of the RTL Special Voting Share, the nominal amount paid up on
such share.
 II.
 (a)
    
    In respect of any statutory entitlements ranking ahead of the entitlements of
the shareholders of RTP on a liquidation of RTP, the amounts due in accordance with the
relevant statute;(b)
    
    to the holders of the Preference Shares (as defined in the RTP Memorandum and
Articles) and to the holders of all other classes of share (apart from those listed
below) having rights to participate on a return of capital in priority to the RTP
Ordinary Shares, the amount payable on a return of capital on such shares;(c)
    
    to the holder of the RTP Special Voting Share, the nominal amount paid up on
such share;(d)
    
    to:
 (i)
    
    the holder of the RTP Equalisation Share (if any), the nominal
amount paid up thereon and any amounts standing to the credit of the holder of
that share; and(ii)
    
    RTL, any amount standing to the credit of RTL,
  (e)
    
    to holders of RTP Ordinary Shares any amounts standing to the credit of any
reserve for their benefit set up in the books of RTP pursuant to paragraph 3.6.2(b) or
3.6.2(c).4.2.1
    
    For the purpose of calculating the Equalisation Payment, the liquidator of
RTL shall draw up accounts as at the earliest date (the Reference Date) on which the
liquidator is able to make a final distribution to creditors and members of RTL to show
the gross amount which would be available for distribution to the holders of RTL
Ordinary Shares on the liquidation of RTL after payment in full of any amount standing
to the credit of:
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(a)
    
    any member of the RTP Group in any reserve set up in the books
of RTL pursuant to paragraph 3.6.2(a); and(b)
    
    the holders of RTL Ordinary Shares in any reserve set up in the
books of RTL under paragraph 3.6.2(b) or 3.6.2(c)
  4.2.2
    
    Unless RTP is in liquidation at the Reference Date (in which case paragraph
4.1.1 shall apply instead of this paragraph 4.2.2), for the purpose of calculating the
Equalisation Payment, the Relevant Officer (as defined in paragraph 4.5) for the time
being of RTP shall draw up accounts as at the Reference Date of all assets (valued as
if RTP was in liquidation and those assets were to be realised by a liquidator of RTP
in an orderly manner) and liabilities which would be admissible to proof if RTP was in
liquidation at the Reference Date (other than the asset or liability represented by the
Equalisation Payment) to show the gross amount which would be available for
distribution to holders of RTP Ordinary Shares on the liquidation of RTP (if it were to
occur on the Reference Date) after payment in full of any amount standing to the credit
of:
 (a)
    
    any member of the RTL Group in any reserve set up in the books
of RTP pursuant to paragraph 3.6.2 (a); and(b)
    
    the holders of RTP Ordinary Shares in any reserve set up in the
books of RTP under paragraph 3.6.2(b) or 3.6.2(c)
 and to calculate the amount thereof available for distribution to holders of
Publicly-held RTP Ordinary Shares or the amount (expressed as a negative sum) of the
shortfall which would need to be obtained before the holders of the Publicly-held
RTP Ordinary Shares would receive any payment by way of distribution (in either
case, the RTP Own Distribution Amount), on the assumption that the distribution to
RTPs creditors and members on liquidation took place on the Reference Date. The
Relevant Officer of RTP shall certify the result of such calculation to RTL.
 4.2.3
    
    The liquidator of RTL for the time being shall make, and certify, the
results of the following calculation as at the Reference Date and agree such
calculation with the Relevant Officer of RTP, which calculation will be expressed in
Australian dollars, with any sterling amounts being converted to Australian dollars at
the Liquidation Exchange Rate as at the Reference Date:
 (RTLOD + RTPOD)×
    
    RTLOS
(RTPOS÷EF)+RTLOS
 where
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The result of such calculation is referred to below as the Adjusted RTL Distribution
Amount.4.2.4
    
    If the Adjusted RTL Distribution Amount is equal to or more than the RTL
Own Distribution Amount, then (a) if the RTP Own Distribution Amount is a positive
amount, RTP shall pay, out of the assets otherwise available to holders of RTP Ordinary
Shares, an amount to RTL being the lesser of an amount equal to the value of those
assets and an amount such that (taking account of any tax payable on the making or
receipt of that payment, after allowing for any offsetting tax credits, losses or
deductions) the ratio of the amount available for distribution on each Publicly-held
RTL Ordinary Share to the amount available for distribution on each Publicly-held RTP
Ordinary Share:
 (i)
    
    apart from any undistributed amounts resulting from the payment
by RTP to a member of the RTL Group, or from RTL to a member of the RTP Group
of any reserves under paragraph 3.6.2(a) or any amounts credited to any reserve
in the books of RTL for the benefit of holders of RTL Ordinary Shares or any
amounts credited to any reserve in the books of RTP for the benefit of holders
of RTP Ordinary Shares, in either case under paragraphs 3.6.2(b) or 3.6.2(c);
and(ii)
    
    on the assumption that distribution to RTLs members and
creditors and RTPs members and creditors took place on the Reference Date; and(iii)
    
    after taking into account the amount available for
distribution on each Publicly-held RTL Ordinary Share prior to such payment,
 is equal to the Equalisation Ratio, converting Australian dollar amounts to sterling
by application of the Liquidation Exchange Rate at the Reference Date and (b) in any
case, the assets of RTP available for distribution, which shall include any
distribution made on the RTL Equalisation Share or any other payment pursuant to
this Agreement or the RTL Memorandum and Articles, shall belong to and be
distributed among the holders of RTP Ordinary Shares rateably according to the
numbers of RTP Ordinary Shares held by them.4.2.5
    
    If the Adjusted RTL Distribution Amount is equal to or more than zero, but
is less than the RTL Own Distribution Amount, the liquidator of RTL shall pay out of
the assets otherwise available for distribution to holders of RTL Ordinary Shares an
amount to RTP such that (taking account of any tax payable on the making or receipt of
that payment, after allowing for any offsetting tax credits, losses or deductions) the
ratio of the amount available for distribution on each Publicly-held RTL Ordinary
Share,
 (i)
    
    apart from any undistributed amounts resulting from the payment
by RTL to a member of the RTP Group or RTP to a member of the RTL Group of any
reserves under paragraph 3.6.2(a) or any amounts credited to any reserve
 33




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in the books of RTP for the benefit of holders of RTP Ordinary Shares or any
amounts credited to any reserves in the books of RTL for the benefit of
holders of RTL Ordinary Shares, in either case under paragraphs 3.6.2(b) or
3.6.2(c); and(ii)
    
    on the assumption that such distribution to RTLs members and
creditors and RTPs members and creditors took place on the Reference Date; and(iii)
    
    after taking into account the amount available for
distribution on each Publicly-held RTP Ordinary Share prior to such payment,
 to the amount available for distribution on each Publicly-held RTP Ordinary Share,
converting Australian dollar amounts to sterling by application of the Liquidation
Exchange Rate on the Reference Date, is the Equalisation Ratio (and the balance of
the assets (if any) of RTL available for distribution to the holders of RTL Ordinary
Shares remaining after any such payment to RTP shall belong to and be distributed
among the holders of RTL Ordinary Shares rateably according to the numbers of RTL
Ordinary Shares held by them).4.2.6
    
    If the Adjusted RTL Distribution Amount is zero or a negative amount and
the RTL Own Distribution Amount is a positive amount then the liquidator of RTL shall
pay out of the assets otherwise available for distribution to the holders of RTL
Ordinary Shares an amount to RTP such that (taking account of any tax payable on the
making of that payment, after allowing for any offsetting tax credits, losses or
deductions) the amount available for distribution to holders of Publicly-held RTL
Ordinary Shares on the assumption that distribution to RTLs members and creditors took
place on the Reference Date is zero.4.2.7
    
    If the RTL Own Distribution Amount is zero or a negative amount and the RTP
Own Distribution Amount is zero or a negative amount, then no payment is required to be
made by the liquidator of RTL to RTP or by RTP to RTL and the amount available for
distribution to holders of Publicly-held RTL Ordinary Shares is zero.4.2.8
    
    In making the calculations referred to in this paragraph 4.2, the Relevant
Officer of RTP and the liquidator of RTL shall take into account the distributions
which fall to be made on those RTL Ordinary Shares which are not Publicly-held RTL
Ordinary Shares and those RTP Ordinary Shares which are not Publicly-held RTP Ordinary
Shares it being acknowledged that for each company the per share distributions on the
Publicly-held Ordinary Shares and the non Publicly-held Ordinary Shares will be the
same.4.2.9
    
    The certificates which the Relevant Officers of RTL and RTP are required to
produce under paragraphs 4.2.1, 4.2.2 and 4.2.3 (the Certificates) shall be produced
within 6 weeks after the Reference Date and the parties shall procure that all
necessary instructions are given to the Relevant Officers of each company to ensure
that such certificates are produced within that time. The Relevant Officers of each
company shall then agree the calculations in such Certificates within 4 weeks of the
date on which the Certificates are produced. If they are unable to agree the
calculations in the Certificates within such time, then the dispute shall be referred
to an independent firm of accountants agreed by the parties (or failing agreement
within 7 days of the end of that 4 week period, appointed, on the application of either
party, by the President for the time being of the Institute of Chartered Accountants in
England). The firm so appointed shall act
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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 shall be borne by the
parties as such firm decides. Once the calculations in the Certificates have been
agreed by the Relevant Officers of the parties or determined by the independent
accountants, they shall be conclusive and binding on the parties.4.2.10
    
    The parties shall jointly give such instructions as may be necessary to
procure the making of any calculations or certifications required by this paragraph
4.2.
 4.3
    
    To the extent that the provisions of this Schedule constitute either party (the
first party) a creditor of the other party (where the other party is in liquidation), the
first party will be fully subordinated to all other creditors of the other party and to the
holders of shares in the other party which rank in priority to the Ordinary Shares in the
other party.
 4.4
    
    In this Schedule, the gross amount which would be available for distribution to
shareholders means such amount ignoring any Equalisation Payment or distribution on the
Equalisation Share and any tax payable on the making of the Equalisation Payment or
distribution, and both the gross amount which would be available for distribution and the
amount available for distribution refer to such amount before deduction of any amount in
respect of tax required to be deducted or withheld from the distribution to holders of
Ordinary Shares 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 holders of its Ordinary Shares.
 4.5
    
    In this Schedule, Relevant Officer of a company shall mean the auditor of that
company or, if that company is in liquidation, the liquidator of that company.
 4.6
    
    The parties will co-operate to ensure that any calculation or certificate required
under the Articles of Association of either party in connection with a distribution on the
Equalisation Share shall promptly be produced and agreed in accordance with the relevant
article.
 4.7
    
    If either party (the second liquidating party) shall go into liquidation during
the period between the other party (the first liquidating party) going into liquidation and
the making of the Equalisation Payment pursuant to paragraph 4.1 (if the first liquidating
party is RTP) or paragraph 4.2 (if the first liquidating party is RTL) then the Reference Date
for both parties shall be delayed until the later of the Reference Date of the first
liquidating party and the Reference Date of the second liquidating party and the Relevant
Officer of the second liquidating party shall be that partys liquidator (and not its
auditor).5
    
    Adjustments to the Equalisation Ratio5.1
    
    Agreed AdjustmentsRTL and RTP agree with each other as follows:
 5.1.1
    
    Rights Issues of Ordinary Shares
 If either RTL or RTP shall offer its Ordinary Shares to the holders of its Ordinary
Shares as a class by way of rights or to the holders of its Publicly-held Ordinary
Shares by way of rights (whether or not in any of such cases by way of Matching
Offers), the Equalisation Ratio shall be adjusted by multiplying the element of the
Equalisation Ratio relating to the Ordinary Shares of the issuing company by the
following fraction:
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X + Z
X + Y
 where:X is the number of Ordinary Shares of the issuing company which rank for the
relevant offer;Y is the number of Ordinary Shares being offered to the holders of Ordinary Shares
or the holders of Publicly-held Ordinary Shares (as the case may be) of the issuing
company; andZ is the number of Ordinary Shares of the issuing company which the aggregate amount
(if any) payable for the Ordinary Shares offered by way of rights would purchase at
the Current Market Price per Ordinary Share determined on the dealing day last
preceding the date on which such shares are first traded ex-rights.Such adjustment shall become effective from the time at which the Ordinary Shares of
the issuing company are first traded ex-rights.For the purpose of this paragraph an offer by a member of the RTP Group of RTL
Ordinary Shares owned by it to holders of Publicly-held RTL Ordinary Shares by way
of rights shall be treated as an offer and issue by RTL of such shares.5.1.2
    
    Rights Issues of other securitiesIf either RTL or RTP shall offer any securities (other than an offer falling within
paragraph 5.1.1) to the holders of its Ordinary Shares, or to the holders of the
Ordinary Shares of the other, as a class by way of rights, or to the holders of its
Publicly-held Ordinary Shares, or those of the other, by way of rights (whether or
not in any of such cases by way of Matching Offers), or grant to such holders of
Ordinary Shares, or to such holders of Publicly-held Ordinary Shares, as a class by
way of rights (whether or not in any of such cases by way of Matching Offers) any
options, warrants or other rights to subscribe for or purchase any securities, the
Equalisation Ratio shall be adjusted by multiplying the element of the Equalisation
Ratio relating to the Ordinary Shares of the company the shareholders of which are
to receive such offer or grant (the Relevant Company) by the following fraction:
 X  Y
X
 where:X is the Current Market Price of one Ordinary Share of the Relevant Company
determined on the dealing day last preceding the date such shares are first traded
ex-rights; andY is the average fair market value of the portion of the rights attributable to one
Ordinary Share of the Relevant Company over the five dealing days last preceding the
date on which such shares are first traded ex-rights as determined by a merchant
bank of international repute appointed by agreement between the Board of RTP and the
Board of RTL, acting as expert and not as arbitrator and whose determination shall
be final and binding on the parties and on all others affected thereby.
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Such adjustment shall become effective from the time at which the Ordinary Shares of
the Relevant Company are first traded ex-rights, ex-options or ex-warrants.5.1.3
    
    Alternative adjustmentIf the Board of RTL and the Board of RTP agree that an adjustment in accordance with
paragraph 5.1.1 or 5.1.2 would be inequitable as between the holders of RTL Ordinary
Shares and the holders of RTP Ordinary Shares, then they may calculate the
adjustment on some other basis which they agree to be appropriate. In these
circumstances the calculation shall be referred to the auditors of RTL and the
auditors of RTP for them jointly to certify that the adjustment so calculated means
that the relevant offer does not materially disadvantage a holder of a RTL Ordinary
Share in comparison with a holder of an RTP Ordinary Share and vice versa. In making
such certification the auditors of RTL and the auditors of RTP shall act as experts
and not as arbitrators and their certificate shall be final and binding on the
parties and on all others affected thereby.5.1.4
    
    Subdivisions and Consolidations of SharesIf there shall be a consolidation or subdivision in relation to the Ordinary Shares
of either RTL or RTP, the Equalisation Ratio shall be adjusted by multiplying the
element of the Equalisation Ratio relating to the Ordinary Shares of the company
undertaking the consolidation or subdivision by the following fraction:
 X
Y
 where:X is the aggregate number of Ordinary Shares of such company in issue immediately
before such consolidation or subdivision; andY is the aggregate number of Ordinary Shares of such company in issue immediately
after, and as a result of, such consolidation or subdivision.Such adjustment shall become effective immediately after the consolidation or
subdivision, as the case may be, takes effect.5.1.5
    
    Bonus IssuesIf either RTL or RTP shall issue any Ordinary Shares credited as fully paid to
ordinary shareholders as a bonus issue including by way of capitalisation of profits
or reserves (including any share premium account or capital redemption reserve)
other than by way of a scrip dividend, the Equalisation Ratio shall be adjusted by
multiplying the element of the Equalisation Ratio relating to the Ordinary Shares of
the issuing company by the following fraction:
 X
Y
 where:
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##### 



X is the aggregate number of Ordinary Shares of the issuing company in issue
immediately before the issue; andY is the aggregate number of Ordinary Shares of the issuing company in issue
immediately after such issue.Such adjustment shall become effective from the time of issue of such Ordinary
Shares.5.1.6
    
    Definition
 (a)
    
    For the purposes of this paragraph 5.1 Current Market Price
means, in respect of an Ordinary Share in RTL or RTP at a particular date, the
average value of one such Ordinary Share (being an Ordinary Share carrying full
entitlement to dividend) for or by reference to the period of 5 consecutive
dealing days ending on such date determined on such basis as the Board of RTP
and the Board of RTL agree to be appropriate.(b)
    
    For the purposes of the definition of Y in paragraph 5.1.2
the fair market value of the portion of the rights attributable to one Ordinary
Share shall be calculated on a basis consistent with the calculation of the
Current Market Price in the definition of X in the same paragraph.
 5.2
    
    CertificationThe auditors for the time being of RTL and RTP shall jointly certify the arithmetical
adjustment to be made to the Equalisation Ratio in the circumstances set out in paragraph
5.1 and in any other circumstances where an adjustment is made to such Equalisation Ratio
and any adjustments so certified shall, in the absence of manifest error, be final and
binding on the parties and on all others affected thereby. RTL and RTP agree with each other
to make and co-ordinate such public announcements as are appropriate in relation to any such
adjustments, subject to any regulatory requirements.
 38