Exhibit 1.1
 No. 719885
 
  
  
  
 Incorporated 30th March, 1962
 RIO
TINTO




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##### 



Linklaters   CONTENTS
 Article No.

    
    Page No.Articles of Association
    
    
    6Preliminary
    
    
    61
    
    Table A not to apply
    
    
    62
    
    Interpretation
    
    
    63
    
    Income and Capital Rights
    
    
    15Share Capital
    
    
    204
    
    Liability of members is limited
    
    
    205
    
    Consolidation, subdivision and cancellation
    
    
    206
    
    Purchase of own shares
    
    
    217
    
    Reduction of capital
    
    
    22Shares
    
    
    228
    
    Rights attaching to shares on issue
    
    
    228A
    
    DLC Dividend Share
    
    
    229
    
    Directors power to allot
    
    
    2310
    
    Commissions on issue of shares
    
    
    2511
    
    Renunciation of allotment
    
    
    2512
    
    Trust etc. interests not recognised
    
    
    25Share Certificates
    
    
    2513
    
    Issue of share certificates
    
    
    2514
    
    Form of share certificate
    
    
    2515
    
    Joint holders
    
    
    2616
    
    Replacement of share certificates
    
    
    26Calls on Shares
    
    
    2617
    
    Power to make calls
    
    
    2618
    
    Liability for calls
    
    
    2619
    
    Interest on overdue amounts
    
    
    2720
    
    Other sums due on shares
    
    
    2721
    
    Power to differentiate between holders
    
    
    2722
    
    Payment of calls in advance
    
    
    27Forfeiture and Lien
    
    
    2723
    
    Notice on failure to pay a call
    
    
    2724
    
    Forfeiture for non-compliance
    
    
    2825
    
    Disposal of forfeited shares
    
    
    2826
    
    Holder to remain liable despite forfeiture
    
    
    2827
    
    Tax liabilities
    
    
    2828
    
    Lien on partly-paid shares
    
    
    2929
    
    Sale of shares subject to lien
    
    
    2930
    
    Evidence of forfeiture
    
    
    30Variation of Rights
    
    
    3031
    
    Evidence of forfeiture
    
    
    3032
    
    Matters not constituting variation of rights
    
    
    3133
    
    Separate approvals of Class Rights Actions
    
    
    31Transfer of Shares
    
    
    3234
    
    Form of transfer
    
    
    32




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##### 



Article No.

    
    Page No.35
    
    Balance certificate
    
    
    3336
    
    Right to refuse registration
    
    
    3337
    
    Retention of transfers
    
    
    3438
    
    No fee on registration
    
    
    3439
    
    Deleted
    
    
    3440
    
    Deleted
    
    
    34Transmission of Shares
    
    
    3441
    
    Persons entitled on death
    
    
    3442
    
    Election by persons entitled by transmission
    
    
    3443
    
    Rights of persons entitled by transmission
    
    
    3444
    
    Deleted
    
    
    3545
    
    Untraced Shareholders
    
    
    35General Meetings
    
    
    3546
    
    Annual General Meetings
    
    
    3547
    
    Convening and Location of General Meetings
    
    
    36Notice of General Meetings
    
    
    3648
    
    Length of notice for General Meetings
    
    
    3649
    
    Contents of notice of General Meetings
    
    
    37Proceedings at General Meetings
    
    
    3750
    
    Chairman
    
    
    3751
    
    Quorum
    
    
    3752
    
    Lack of quorum
    
    
    3753
    
    Conduct of meetings
    
    
    3854
    
    Adjournment and notice of adjourned meeting
    
    
    3855
    
    Amendments to resolutions
    
    
    38Polls
    
    
    3956
    
    Demand for poll
    
    
    3957
    
    Procedure on a poll
    
    
    3958
    
    Voting on a poll
    
    
    4059
    
    Timing of poll
    
    
    40Votes of Members
    
    
    4060
    
    Votes attaching to shares
    
    
    4061
    
    Votes of joint holders
    
    
    4162
    
    Deleted
    
    
    4163
    
    Restriction on voting in particular circumstances
    
    
    4164
    
    Change of control
    
    
    4365
    
    Voting by guardian
    
    
    5366
    
    Validity and result of vote
    
    
    53Proxies
    
    
    5467
    
    Appointment of Proxies
    
    
    5467A
    
    Multiple Proxies
    
    
    5468
    
    Form of proxy
    
    
    5469
    
    Deposit of form of proxy
    
    
    5570
    
    Rights of proxy
    
    
    5671
    
    Termination of proxys authority
    
    
    5672
    
    Corporations Acting by Representatives
    
    
    57Directors
    
    
    5773
    
    Number of Directors
    
    
    5774
    
    Share qualification
    
    
    5775
    
    Directors remuneration
    
    
    57
 3




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##### 



Article No.

    
    Page No.76
    
    Other remuneration of Directors
    
    
    5877
    
    Directors expenses
    
    
    5878
    
    Directors pensions and other benefits
    
    
    5879
    
    Appointment and powers of executive Directors
    
    
    5880
    
    Alternate Directors
    
    
    59Appointment and Retirement of Directors
    
    
    6081
    
    Deleted
    
    
    6082
    
    Retirement at Annual General Meeting
    
    
    6083
    
    Deleted
    
    
    6084
    
    Re-election of retiring Director
    
    
    6085
    
    Election of two or more Directors
    
    
    6186
    
    Nomination of Director for election
    
    
    6187
    
    Period for Nomination of Directors for election
    
    
    6188
    
    Election or appointment of additional Director
    
    
    6189
    
    Vacation of office
    
    
    6190
    
    Removal of Director
    
    
    62Meetings and Proceedings of Directors
    
    
    6291
    
    Convening of meetings of Directors
    
    
    6292
    
    Quorum
    
    
    6393
    
    Chairman
    
    
    6394
    
    Casting vote
    
    
    6395
    
    Number of Directors below minimum
    
    
    6396
    
    Telephone Board Meetings
    
    
    6397
    
    Directors written resolutions
    
    
    6398
    
    Validity of proceedings
    
    
    64Directors Interests
    
    
    6499
    
    Authorisation of Directors interests
    
    
    6499A
    
    Directors may have interests
    
    
    65100
    
    Restrictions on quorum and voting
    
    
    66100A
    
    Confidential information
    
    
    68101
    
    Directors interests  general
    
    
    68Committees of the Directors
    
    
    69102
    
    Appointment and constitution of committees
    
    
    69103
    
    Proceedings of committee meetings
    
    
    69Powers of Directors
    
    
    70104
    
    General powers
    
    
    70105
    
    Powers and obligations in relation to the Sharing Agreement
    
    
    70106
    
    Deleted
    
    
    70107
    
    Appointment of attorney
    
    
    70108
    
    Signature on cheques etc.
    
    
    71109
    
    Borrowing powers
    
    
    71110
    
    Secretary
    
    
    74111
    
    The Seal
    
    
    74112
    
    Authentication of Documents
    
    
    75Profits and Reserves
    
    
    75113
    
    Establishment of reserves
    
    
    75114
    
    Business bought as from past date
    
    
    75Dividends
    
    
    76115
    
    Dividends
    
    
    76116
    
    Distribution in specie
    
    
    76
 4




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Article No.

    
    Page No.117
    
    No dividend except out of profits
    
    
    76118
    
    Ranking of shares for dividend
    
    
    76119
    
    Manner of payment of dividends
    
    
    76120
    
    Uncashed dividend cheques
    
    
    77121
    
    Joint holders
    
    
    77122
    
    Record date for dividends
    
    
    77123
    
    No interest on dividends
    
    
    77124
    
    Retention of dividends
    
    
    77125
    
    Unclaimed dividend
    
    
    78126
    
    Waiver of dividend
    
    
    78127
    
    Capitalisation of Profits and Reserves
    
    
    78128
    
    Scrip Dividends
    
    
    79Accounts
    
    
    80129
    
    Accounting records
    
    
    80130
    
    Copies of accounts for members
    
    
    80131
    
    Validity of Auditors acts
    
    
    81132
    
    Auditors right to attend General Meetings
    
    
    81Communications with Members
    
    
    81133
    
    Service of notices
    
    
    81134
    
    Joint holders
    
    
    82135
    
    Deceased and bankrupt members
    
    
    82136
    
    Overseas members
    
    
    83137
    
    Uncontactable members
    
    
    83138
    
    Suspension of postal services
    
    
    83138A
    
    Signature or authentication of documents sent by electronic means
    
    
    83139
    
    Statutory provisions as to notices
    
    
    83Winding Up
    
    
    84140
    
    Directors power to petition
    
    
    84141
    
    Distribution of assets in specie
    
    
    84142
    
    Destruction of Documents
    
    
    84Directors Liabilities
    
    
    85143
    
    Indemnity
    
    
    85143A
    
    Insurance
    
    
    86143B
    
    Defence expenditure
    
    
    86144
    
    Further Provision on Shares in Uncertificated Form
    
    
    87
 5




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1
    
    Neither the regulations in Table A in the Companies (Tables A to F) (Amendment) Regulations
1985 nor any other articles or regulations which may apply to companies under the Statutes,
unless excluded or modified, shall apply to the Company.
 2
    
    In these Articles (if not inconsistent with the subject or context) the words and expressions
set out in the first column below shall bear the meanings set opposite to them respectively:-
 Aggregate Publicly-held
Ordinary Shares
    
    means all of the Publicly-held Rio Tinto
Ordinary Shares and all of the Publicly-held RTL
Ordinary Shares from time to time;Alternate Director
    
    means a person appointed from time to time as an
Alternate Director in accordance with these
Articles;Applicable Regulation
    
    means, in the case of RTL, applicable Australian
law and regulations (including listing rules)
and, in the case of the Company, applicable
English laws and regulations (including listing
rules and guidelines with which companies listed
on the London Stock Exchange customarily
comply), in each case for the time being in
force and taking account of all waivers or
variations from time to time applicable (in
particular situations or generally) to RTL or,
as the case may be, the Company;Articles
    
    means these Articles of Association as from time
to time altered;Associated Company
    
    has the meaning given thereto by Section 256 of
the Companies Act 2006;Auditor
    
    means the auditor or auditors appointed by the
Company from time to time;Australian dollars
    
    means the lawful currency from time to time of
Australia;Australian Securities
    
    means the ASX Limited (ACN 008 624 691) or any
 6




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##### 



Exchange
    
    successor to that body;Board
    
    means the board of Directors of the Company (or
a duly appointed committee of that board) from
time to time;Board of RTL
    
    means the board of directors of RTL (or a duly
appointed committee of that board) from time to
time;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, in relation to the Company or RTL, any of
the actions listed in Article 33(A);Companies Act
Subsidiary
    
    has the meaning ascribed to the term
subsidiary in Section 1159 of the Companies
Act 2006 and when used in relation to a company
means any subsidiary of that company from time
to time;Corporations Act
    
    means the Corporations Act 2001 (Cth) of
Australia;Corporations Act
Subsidiary
    
    has the meaning given to subsidiary in Section
9 of the Corporations Act and when used in
relation to a body corporate means any
subsidiary of that body corporate from time to
time;Deed Poll Guarantee
    
    means the deed executed by the Company for the
benefit of certain present and future creditors
of RTL as amended from time to time;Director
    
    means a person appointed or elected from time to
time to the office of Director of the Company in
accordance with these Articles and includes any
Alternate Director duly acting as a Director;DLC Dividend Share
    
    means the dividend share of 10p in the Company,
issued in accordance with Article 8A, until it
is cancelled, redeemed or otherwise ceases to
exist or until it converts to an Ordinary Share
in accordance with these Articles;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
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 Ordinary
Share as set out in the Sharing Agreement and as
adjusted from time to time in accordance with
the Sharing Agreement;Equalisation Share
    
    means the equalisation share of 10p in the
Company;Excluded RTL Holder
    
    means any person who is a Relevant Person (other
than a Permitted Person) both as defined in the
RTL
 7




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Constitution on whom a notice has been
served by the Directors of RTL pursuant to Rule
145D of the RTL Constitution which has not been
complied with to the satisfaction of the RTL
directors or withdrawn;in writing
    
    means written or produced by any substitute for
writing or partly one and partly another and
shall include, except where otherwise expressly
specified in these Articles or the context
otherwise requires, and subject to any
limitations, conditions or restrictions
contained in or the provisions of the Statutes,
any representation of words in some visible
form, whether in a physical document or in an
electronic communication or form or otherwise
howsoever;Joint Decision
    
    means in relation to a General Meeting a
resolution put to the vote of the meeting on a
Joint Decision Matter;Joint Decision Matter
    
    means any of the following:-
   (i)
    
    the appointment or removal of a Director of
the Company and/or a director of RTL;(ii)
    
    the receipt or adoption of the annual
accounts of the Company and/or RTL (if
shareholders are to be asked to vote on the
receipt or adoption of such accounts);(iii)
    
    a change of name by the Company and/or RTL;(iv)
    
    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;(v)
    
    the appointment or removal of the Auditors
of the Company and/or the auditors of RTL;(vi)
    
    the creation of a new class of shares (or
securities convertible into, exchangeable for or
granting rights to subscribe for or purchase shares of a new class) in the Company or RTL;(vii)
    
    a change of the corporate status of or
reregistration of the Company or RTL;(viii)
    
    a matter referred to in Clause 9.2 of the
Sharing Agreement; and(ix)
    
    any other matter which the Directors (or a
   
 8




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##### 



duly constituted committee of the Directors) of
the Company and the Board of RTL agree
(generally or in a particular case) should be
decided upon by Joint Decision;
 Limiting Restriction
    
    refers to the limit (if any) on offers for cash
(otherwise than pro rata by way of rights to
existing holders of Ordinary Shares or RTL
Ordinary Shares) of shares or other securities
existing under restrictions for the time being
applicable to RTL or the Company under
Applicable Regulation, and for the purpose of
ascertaining the most Limiting Restriction at
any time in any situation:-
   (i)
    
    a restriction applicable to RTL shall be
treated as also applicable to the Company
(converting the restrictions, expressed in terms
of a number of RTL shares, into a number of
shares in the Company by application of the
Equalisation Ratio), and vice versa in relation
to a restriction applicable to the Company;(ii)
    
    a restriction expressed in terms of a
nominal amount of the Companys equity share
capital shall be treated as if it related to the
number of 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;(iii)
    
    a restriction (when expressed as a number
of RTL Ordinary Shares or 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 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 (i) and (ii) above) shall
be adjusted to the number that would have been
derived from the application of such percentage
to the number of the Aggregate Publicly-held
Ordinary Shares (after so taking into account
the application of Equalisation Ratio); and(iv)
    
    any restriction which under Applicable
Regulation comes into force in relation to
either RTL or the Company after the date of the
Sharing Agreement which does not fall
   9




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##### 



within
(i), (ii) or (iii) above shall be applied to the
Aggregate Publicly-held Ordinary Shares in the
way which the Directors (or a duly constituted
committee of the Directors) and the Board of RTL
agree best reflects the rationale underlying
paragraphs (i), (ii) and (iii) of this
definition;
 Liquidation Exchange
Rate
    
    means, as at any date, the closing mid-point
spot Australian dollar-sterling exchange rate on
the Business Day before such date (as shown in
the London Edition of the Financial Times, or
such other point of reference as the liquidator
and the auditor (or, as the case may be,
liquidator) of RTL may determine);London Stock Exchange
    
    means London Stock Exchange plc or any successor
to that body;Market Value
    
    means, in respect of an issue of a relevant
share or security, the weighted average sale
price derived from the Australian Securities
Exchange (in the case of RTL) and the middle
market quotation derived from the London Stock
Exchange Daily Official List (in the case of the
Company) in each case on the dealing day
immediately preceding the date on which any such
issue is publicly announced except that in the
case of an allotment of Ordinary Shares pursuant
to Article 128 it shall mean the value of an
Ordinary Share as defined in Article 128(D) and
in the case of an allotment of RTL Ordinary
Shares by way of dividend it shall mean the
weighted average sale price of a RTL Ordinary
Share derived from the Australian Securities
Exchange over the five business days (being
trading days on the Australian Securities
Exchange) prior to the books closing date in
respect of that dividend;Matching Offers
    
    means offers by way of rights either by both RTL
and the Company to their respective ordinary
shareholders or by RTL on its own or by the
Company on its own to both the holders of
Ordinary Shares and the holders of RTL Ordinary
Shares which, so far as is practicable, take
place contemporaneously and which the auditors
of RTL have certified do not materially
disadvantage a holder of a RTL Ordinary Share in
comparison with a holder of an Ordinary Share
and which the Auditors have certified do not
materially disadvantage a holder of an Ordinary
Share in comparison with a holder of a RTL
Ordinary Share;month
    
    means calendar month;
 10




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##### 



Office
    
    means the registered office of the Company for
the time being;Operator
    
    means Euroclear UK & Ireland Limited or such
other person as may for the time being be
approved by H.M. Treasury as Operator under the
Regulations;Operator-instruction
    
    means a properly authenticated dematerialised
instruction attributable to the Operator;Ordinary Shares
    
    means the ordinary shares of 10p each in the
Company from time to time;paid
    
    means paid or credited as paid;participating security
    
    means a security title to units of which is
permitted by the Operator to be transferred by
means of a relevant system;Publicly-held Ordinary 
Shares
    
    means, in relation to the Company, Publicly-held
Rio Tinto Ordinary Shares and, in relation to
RTL, Publicly-held RTL Ordinary Shares;Publicly-held Rio Tinto 
Ordinary Shares
    
    means Ordinary Shares the beneficial owners of
which are not members of the RTL Group;Publicly-held RTL 
Ordinary Shares
    
    means RTL Ordinary Shares the beneficial owners
of which are not members of the Rio Tinto Group;Register
    
    means the register of members of the Company;Regulations
    
    means the Uncertificated Securities Regulations
2001 (SI 2001 No.2001/3755);relevant period
    
    when used in Article 33 refers to the period by
reference to which any Limiting Restriction
applies;relevant system
    
    means a computer-based system, and procedures,
which enable title to units of a security to be
evidenced and transferred without a written
instrument pursuant to the Regulations;Rio Tinto Entrenched 
Provision
    
    means any of the following provisions of the
Companys Articles of Association as in force at
the date of adoption of these Articles: the
definitions in this Article 2 of Aggregate
Publicly-held Ordinary Shares, Applicable
Regulation, Australian dollars, Board of
RTL, Class Rights Action, Companies Act
Subsidiary, Corporations Act, Corporations
Act Subsidiary, RTL, RTL Deed Poll
Guarantee, RTL Entrenched Provision, RTL
Equalisation Share, RTL Group, RTL
Constitution, RTL Ordinary Shares, RTL
Shareholder SVC, RTL Shareholder Voting
Agreement, RTL Special Voting Share, Deed
Poll Guarantee, Equalisation Fraction,
Equalisation Ratio, Equalisation Share,
 11




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##### 



Excluded RTL Holder, Joint Decision, Joint
Decision Matter, Limiting Restriction,
Liquidation Exchange Rate, Market Value,
Matching Offers, Ordinary Shares,
Publicly-held RTL Ordinary Shares,
Publicly-held Ordinary Shares, Publicly-held
Rio Tinto Ordinary Shares, relevant period,
Rio Tinto Entrenched Provision, Rio Tinto
Group, RTP Shareholder SVC, RTP Shareholder
Voting Agreement, Sharing Agreement, Special
Voting Share and sterling and the paragraph
defining procedural resolutions; the provisions
of Article 3 (so far as it relates to the
Special Voting Share or the Equalisation Share);
Article 9(B)(iv)(a)(III); Article 31; Article
33; Article 36(C); Article 55; Article 56(A) (so
far as it relates to or affects the rights of
the holder of the Special Voting Share or the
requirement that polls be held on matters on
which such holder is entitled to vote); Article
59; Article 60; Article 64; Article 69; the
second sentence of Article 80(A); Article 82;
paragraph (D) and the following sentence of
Article 84; Article 86(B) and the last sentence
of Article 86; Article 88; Article 89(G); the
proviso in brackets in Article 90; Article 97
and Article 105;Rio Tinto Group
    
    means the Company and its Companies Act
Subsidiaries and a member of the Rio Tinto Group
means any of them;RTL
    
    means Rio Tinto Limited (ACN 004 458 404), a
company incorporated in Victoria, Australia;RTL Constitution
    
    means the Constitution of RTL as amended from
time to time;RTL Deed Poll Guarantee
    
    means the deed executed by RTL for the benefit
of certain present and future creditors of the
Company as amended from time to time;RTL Entrenched
Provision
    
    has the meaning given to the term Rio Tinto
Limited Entrenched Provision in the RTL
Constitution;RTL Equalisation Share
    
    means the equalisation share in RTL;RTL Group
    
    means RTL and its Corporations Act Subsidiaries;RTL Ordinary Shares
    
    means the issued ordinary shares in RTL from
time to time;RTL Shareholder SVC
    
    means RTL Shareholder SVC Limited, a company
incorporated in England with registered number
3115178 or such other company as replaces RTL
Shareholder SVC Limited pursuant to the RTL
Shareholder Voting Agreement;
 12




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##### 



RTL Shareholder Voting
Agreement
    
    means the agreement entered into between RTL
Shareholder SVC, The Law Debenture Trust
Corporation p.l.c., RTL and the Company
relating, inter alia, to how the Special Voting
Share is to be voted, as amended from time to
time;RTL Special Voting
Share
    
    means the special voting share in RTL;RTP Shareholder SVC
    
    means RTP Shareholder SVC Pty Limited (ACN 070
481 908), a company incorporated in Victoria,
Australia or such other company as replaces RTP
Shareholder SVC Pty Limited pursuant to the
terms of the RTP Shareholder Voting Agreement;RTP Shareholder Voting
Agreement
    
    means the Agreement entered into between RTP
Shareholder SVC, The Law Debenture Trust
Corporation p.l.c., the Company, Rio Tinto
Australian Holdings Limited and RTL relating,
inter alia, to how the RTL Special Voting Share
and the RTL Ordinary Shares held by Tinto
Holdings Australia Pty Limited (ACN 004 327 922)
or beneficially owned by any other member of the
Rio Tinto Group are to be voted, as amended from
time to time;Seal
    
    means the Common Seal of the Company;Securities Seal
    
    means an official seal kept by the Company by
virtue of Section 50 of the Companies Act 2006;Share Warrant
    
    means a warrant to bearer issued by the Company
in respect of its shares;Sharing Agreement
    
    means the agreement entered into between RTL and
the Company headed DLC Merger Sharing
Agreement as amended from time to time;Special Voting Share
    
    means the special voting share of 10p in the
Company;Statutes
    
    means the Companies Acts, the Regulations and
every other enactment for the time being in
force applying to or concerning companies and
affecting the Company;sterling
    
    means the lawful currency from time to time of
the United Kingdom;Transfer Office
    
    means the place where the Register is situate
for the time being;UK Listing Authority
    
    means the Financial Services Authority in its
capacity as competent authority for official
listing under Part VI of the Financial Services
and Markets Act 2000;United Kingdom
    
    means Great Britain and Northern Ireland;wholly owned
    
    in relation to a body corporate, means a body
 13




---



##### 



subsidiary
    
    corporate none of whose members is a person
other than the first mentioned body corporate, a
wholly owned subsidiary of the first mentioned
body corporate or a nominee of the first
mentioned body corporate or its wholly owned
subsidiary; andYear
    
    means calendar year.
            14




---



##### 



3
    
    (A) Paragraph deleted.(B) The rights, as regards participation in the profits of the Company, attaching to
the shares of the Company are as follows:-
 (i)
    
    Subject to the special rights for the time being attached to
shares having a preferred right to participate as regards dividends up to but
not beyond a specified amount in a distribution, but in priority to the
payment of dividends on all other classes of share, the Special Voting Share
shall entitle its holder to a fixed dividend of 1p per annum payable annually
in arrears on the 1st day of July.(ii)
    
    Subject to the special rights for the time being attached to
shares having a preferred right to participate as regards dividends up to but
not beyond a specified amount in a distribution and the Special Voting Share
but in priority to the payment of any dividends on all
 15




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##### 



other classes of share,
the Equalisation Share shall carry such dividends as are declared or paid on
the Equalisation Share in accordance with Schedule 1 and 2 to the Sharing
Agreement.(iii)
    
    Subject to the special rights for the time being attached to
other classes of share, the profits of the Company available for distribution
and resolved to be distributed shall subject to the provisions of the Statutes
be distributed by way of dividend among the holders of the Ordinary Shares and
the Equalisation Share.
   (i)
    
    The liquidator of the Company shall determine as at the
earliest date (the Reference Date) on which the liquidator is able to make a
final distribution to members and creditors of the Company the gross amount
which would be available for distribution to the holders of Ordinary Shares on
the liquidation of the Company after payment in full of any amount standing to
the credit of:-
 (a)
    
    the holder of the Equalisation Share in any
reserve set up in the books of the Company pursuant to paragraph
3.6.2(a) of Schedule 2 to the Sharing Agreement; and(b)
    
    the holders of Ordinary Shares in any reserve
set up in the books of the Company under paragraph 3.6.2(b) or
3.6.2(c) of Schedule 2 to the Sharing Agreement
 and to calculate the amount thereof available for distribution to holders
of Publicly-held Rio Tinto Ordinary Shares or the amount (expressed as a
negative sum) of the shortfall which would need to be obtained before the
holders of Publicly-held Rio Tinto Ordinary Shares would receive any
payment by way of distribution (in either case the Companys Own
Distribution Amount), on the
 16




---



##### 



assumption that distribution to the Companys
creditors and members took place on the Reference Date. The liquidator of
the Company shall certify the result of such calculation to RTL.(ii)
    
    Whether or not proceedings have been commenced for the
liquidation of RTL, RTL shall be required under the Sharing Agreement to
instruct the Relevant Officer for the time being of RTL to 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 were in liquidation
on the Reference Date (other than the asset or liability represented by any
Equalisation Payment as defined in paragraph 4.1 of Schedule 2 to the Sharing
Agreement to be made in accordance with the Sharing Agreement or any payment
on the RTL Equalisation Share under Rule 143(d)(v) or (vi) of the RTL
Constitution) 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)
    
    the holder of the RTL Equalisation Share in
any reserve set up in the books of RTL pursuant to paragraph 3.6.2(a)
of Schedule 2 to the Sharing Agreement; or(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) of Schedule 2 to the Sharing Agreement
 and to calculate the amount thereof available for distribution to holders
of Publicly-held RTL Ordinary Shares or the amount (expressed as a negative
sum) of the shortfall which would need to be obtained before the holders of
Publicly-held RTL Ordinary Shares would receive any payment by way of
distribution (in either case, the RTL Own Distribution Amount), on the
assumption that the distribution to RTLs creditors and members on
liquidation took place on the Reference Date. RTL is obliged under the
Sharing Agreement to instruct the Relevant Officer of RTL to certify the
result of such calculation to the Company.(iii)
    
    The liquidator of the Company 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
shall be expressed in sterling, with any Australian dollar amounts being
converted to sterling at the Liquidation Exchange Rate as at the Reference
Date:-
 (COD + RTLD) x COS(RTLOS x EF) + COS
 where:-COD = the Companys Own Distribution Amount;RTLD = the RTL Own Distribution Amount;
 17




---



##### 



COS = the number of Publicly-held Rio Tinto Ordinary Shares in issue on the
Reference Date;RTLOS = the number of Publicly-held RTL Ordinary Shares in issue on the
Reference Date; andEF = the Equalisation Fraction.The result of such calculation is referred to below as the Adjusted
Company Distribution Amount.(iv)
    
    If the Adjusted Company Distribution Amount is equal to or
more than the Companys Own Distribution Amount, then the assets remaining
available for distribution (which shall include any distribution made on the
RTL Equalisation Share pursuant to Rule 143(d)(v) or (vi) of the RTL
Constitution, any amounts paid by RTL under paragraph 4.1.4 of Schedule 2 to
the Sharing Agreement and any amounts paid by RTL from reserves set up in the
books of RTL under paragraph 3.6.2(a) of Schedule 2 to the Sharing Agreement)
shall belong to and be distributed among the holders of Ordinary Shares
rateably according to the numbers of Ordinary Shares held by them.(v)
    
    If the Adjusted Company Distribution Amount is equal to or
more than zero, but is less than the Companys Own Distribution Amount, the
liquidator of the Company shall pay out of the assets available for
distribution an amount by way of return of capital on the Equalisation Share
in priority to any amounts payable to the holders of Ordinary Shares such that
(taking account of any tax payable on the making or receipt of the
distribution of that amount, after allowing for any offsetting tax credits,
losses or deductions) the ratio of the amount available for distribution on
each Publicly-held RTL Ordinary Share:-
 (a)
    
    apart from in each case any undistributed
amounts resulting from the payment by RTL to a member of the Rio Tinto
Group or the Company to a member of the RTL Group of any reserves
under paragraph 3.6.2(a) of Schedule 2 to the Sharing Agreement or any
amounts credited to any reserve in the books of the Company for the
benefit of holders of Ordinary Shares or any amounts credited to any
reserve in the books of RTL for the benefit of holders of RTL Ordinary
Shares, in each case under paragraphs 3.6.2(b) and 3.6.2(c) of
Schedule 2 to the Sharing Agreement; and(b)
    
    on the assumption that distribution to the
Companys members and creditors and RTLs members and creditors took
place on the Reference Date; and(c)
    
    after taking into account the amounts
available for distribution on each Publicly-held RTL Ordinary Share
prior to such payment
 to the amount available for distribution on each Publicly-held Rio Tinto
Ordinary Share (converting Australian dollar amounts to
 18




---



##### 



sterling by
application of the Liquidation Exchange Rate as at the Reference Date) is
equal to the Equalisation Ratio (and the balance of the assets of the
Company available for distribution remaining after any such payment on the
Equalisation Share shall belong to and be distributed among the holders of
Ordinary Shares rateably according to the numbers of Ordinary Shares held
by them).(vi)
    
    If the Adjusted Company Distribution Amount is zero or a
negative amount and the Companys Own Distribution Amount is a positive amount
then the liquidator of the Company shall pay out of the assets available for
distribution an amount by way of return of capital on the Equalisation Share
in priority to any amounts payable to the holders of Ordinary Shares such that
(taking account of any tax payable on the making or receipt of the
distribution of that amount after allowing for any offsetting tax credits,
losses or deductions) the amount available for distribution to holders of
Publicly-held Ordinary Shares, on the assumption that distribution to the
Companys members and creditors took place on the Reference Date, is zero.(vii)
    
    If the Companys Own Distribution Amount is zero or a
negative amount and the RTL Own Distribution Amount is zero or a negative
amount, then no distribution shall be made by the liquidator of the Company on
the Equalisation Share or to holders of Ordinary Shares.(viii)
    
    In making the calculations referred to in this paragraph (C), the Relevant
Officer of RTL and the liquidator shall take into account the distributions
which fall to be made on those Ordinary Shares and those RTL Ordinary Shares
which are not Publicly-held Ordinary Shares it being acknowledged that for
each company the per share distributions on the Publicly-held Ordinary Shares
will be the same as the distributions on that companys non-Publicly-held
Ordinary Shares.(ix)
    
    In this paragraph Relevant Officer of RTL means the auditor
of RTL or if RTL is in liquidation, the liquidator of RTL.(x)
    
    In this paragraph the gross amount which would be available
for distribution to shareholders means such amount ignoring any distribution
on the Equalisation Share or RTL Equalisation Share or any Equalisation
Payment (as defined in paragraph 4.1 of Schedule 2 to the Sharing Agreement)
made in accordance with the Sharing Agreement and any tax payable on the
making or receipt of the Equalisation Payment or distribution and both the
gross amount which would be available for distribution and the amount
available for distribution refer to such amount before deduction of any
amount in respect of tax required to be deducted or withheld from the
distribution to ordinary shareholders by or on behalf of the company paying or
making the distribution but net of any tax payable by that company on the
distribution to its ordinary shareholders.
 19




---



##### 



(xi)
    
    The certificates which the liquidator of the Company and the
Relevant Officer of RTL are required to produce under this paragraph (C) and
the Relevant Officer of RTL is required to produce under the Sharing Agreement
(the Certificates) shall be in hard copy form and shall be produced within 6
weeks after the Reference Date and the Company shall procure that all
necessary instructions are given to the liquidator to ensure that such
certificates are produced within that time. The liquidator of the Company and
the Relevant Officer of RTL shall then agree the calculations in such
Certificates within 4 weeks of the date on which all such Certificates are
produced. If the liquidator of the Company and the Relevant Officer of RTL are
unable to agree to the calculations in the Certificates within such time, then
the dispute shall be referred to an independent firm of accountants agreed by
the liquidator of the Company with the Relevant Officer of RTL (or failing
agreement within 7 days of the end of that 4 week period, appointed, on the
application of either the Company or RTL, by the President for the time being
of the Institute of Chartered Accountants in England). The firm so appointed
shall act as experts and not as arbitrators and shall be instructed to make
its determination within 4 weeks of its appointment. The costs of such firm
are to be borne as such firm decides. Once the calculations in the
Certificates have been agreed by the liquidator of the Company with the
Relevant Officer of RTL or determined by the independent accountants, they
shall be conclusive and binding.(xii)
    
    If RTL shall go into liquidation after the Company has gone
into liquidation but before the liquidator has made a distribution under any
of paragraphs (v), (vi) or (vii), then the Reference Date shall be the later
of (a) the earliest date on which the liquidator of RTL is able to make a
final distribution to creditors and the members of RTL, and (b) the earliest
date on which the liquidator of the Company is able to make a final
distribution to creditors and members of the Company; and the Relevant Officer
of RTL shall be the liquidator of RTL and not the auditor of RTL.
  4
    
    Liability of members is limitedThe liability of members is limited to the amount, if any, unpaid on the shares held by
them.5
    
    Consolidation, subdivision and cancellation
 (A)
    
    The Company may by Ordinary Resolution:-
 (i)
    
    consolidate and divide all or any of its share capital into shares of larger amount than its existing shares;
 20




---



##### 



(ii)
    
    cancel any shares which, at the date of the passing of the
resolution, have not been taken, or agreed to be taken, by any person and
diminish the amount of its capital by the amount of the shares so cancelled;(iii)
    
    sub-divide its shares, or any of them, into shares of
smaller amount than is fixed by the Articles of Association (subject,
nevertheless, to the provisions of the Statutes), and so that the resolution
whereby any share is sub-divided may determine that, as between the holders of
the shares resulting from such sub-division, one or more of the shares may, as
compared with the others, have any such preferred, deferred or other special
rights, or be subject to any such restrictions, as the Company has power to
attach to unissued or new shares.
  (i)
    
    sell the shares representing the fractions for the best price
reasonably obtainable to any person (including, subject to the provisions of
the Statutes, the Company);(ii)
    
    distribute the net proceeds of sale in due proportion among
those members; and(iii)
    
    authorise some person to transfer the shares to, or in
accordance with the directions of, the purchaser.
   (i)
    
    treat shares of a member in certificated form and in
uncertificated form as separate holdings in giving effect to subdivisions
and/or consolidations; and(ii)
    
    cause any shares arising on subdivision or consolidation and
representing fractional entitlements to be entered in the Register as shares
in certificated form where this is desirable to facilitate the sale thereof.
 6
    
    Purchase of own shares
 (A)
    
    Subject to the provisions of the Statutes and the provisions of Article 33,
the Company may purchase, or may enter into a contract under which it will or may
purchase, any of its own shares of any class (including any redeemable shares) but so
that if there shall be an issue any shares convertible into equity share capital of
the Company of the class proposed to be purchased, then the Company shall not
purchase, or enter into a contract under which it will or may purchase, such equity shares unless either:
 21




---



##### 



(a)
    
    the terms of issue of such convertible shares include
provisions permitting the Company to purchase its own equity shares; or(b)
    
    the purchase, or the contract, has first been approved by a
Special Resolution passed at a separate meeting of the holders of such
convertible shares.
 (B)
    
    The Company may not exercise any right in respect of treasury shares held by
it, including any right to attend or vote at meetings, to participate in any offer by
the Company to shareholders or to receive any distribution (including in a
winding-up), but without prejudice to its right to sell the treasury shares, to
transfer the shares for the purposes of or pursuant to an employees share scheme, to
receive an allotment of shares as fully paid bonus shares in respect
of the treasury shares or to receive any amount payable on redemption
of any redeemable treasury shares.
 7
    
    Reduction of capitalSubject to the provisions of the Statutes and the provisions of Article 33, the Company may
by Special Resolution reduce its share capital, share premium account, capital redemption
reserve or other undistributable reserve in any way.
  8
    
    Rights attaching to shares on issueWithout prejudice to any special rights previously conferred on the holders of any shares
or class of shares for the time being issued, but subject to the provisions of Article 33,
any share in the Company may be issued with such preferred, deferred or other special
rights, or subject to such restrictions, whether as regards dividend, return of capital,
voting or otherwise, as the Company may from time to time by Ordinary Resolution determine
(or, in the absence of any such determination, as the Directors may determine) and subject
to the provisions of the Statutes the Company may issue any shares which are, or at the
option of the Company or the holder are liable, to be redeemed and the Directors may
determine the terms, conditions and manner of redemption of any such shares.8A
    
    DLC Dividend ShareWithout limiting Article 8 but notwithstanding any other provision to the contrary in these
Articles, the Directors may issue a DLC Dividend Share in the capital of the Company to RTL
or a wholly owned subsidiary of RTL on the following terms:
 (A)
    
    the DLC Dividend Share does not confer on its holder any right:
 (i)
    
    to vote or to attend or be heard at any General Meeting;(ii)
    
    to redemption or, in a winding-up, to repayment of capital;
or(iii)
    
    subject to Article 8A(B), to participate in assets or
profits of the Company; or(iv)
    
    to receive notices of any General Meeting;
 22




---



##### 



(i)
    
    the Directors in their absolute discretion resolve to pay the
dividend on the DLC Dividend Share;(ii)
    
    the legal and beneficial owner of the DLC Dividend Share at
the time of payment and declaration of the dividend is RTL or a wholly owned
subsidiary of RTL;(iii)
    
    in the case of the first dividend to be paid on the DLC
Dividend Share, there has been at least one dividend paid on Ordinary Shares
since the date of issue of the DLC Dividend Share; and(iv)
    
    in the case of subsequent dividends paid on the DLC Dividend
Share, there has been at least one dividend paid on Ordinary Shares since the
date of payment of the last dividend on the DLC Dividend Share
  (C)
    
    upon the earlier of:
 (i)
    
    the registration of a transfer of the DLC Dividend Share to a
person other than RTL or a wholly owned subsidiary of RTL; and(ii)
    
    a person other than RTL or a wholly owned subsidiary of RTL
becoming the beneficial owner of the DLC Dividend Share,
 the DLC Dividend Share will convert to an Ordinary Share, and the Directors may, at their
absolute discretion, issue such a DLC Dividend Share from time to time provided that, at
any one time, there is only one DLC Dividend Share in the capital of the Company in issue.9
    
    Directors power to allot
 (A)
    
    Subject to the provisions of the Statutes relating to authority, pre-emption rights and
otherwise and of any resolution of the Company in General Meeting passed pursuant thereto,
all unissued shares shall be at the disposal of the Directors and they may allot (with or
without conferring a right of renunciation) grant options over or otherwise dispose of them
to such persons, at such times and on such terms as they think proper.
 (B)

    (i)    The Directors shall be generally and unconditionally authorised pursuant
to and in accordance with Section 551 of the Companies Act 2006 to exercise for each
prescribed period all the powers of the Company to allot relevant securities up to an
aggregate nominal amount equal to the Section 551 Amount.
 (ii)
    
    During each prescribed period the Directors shall be
empowered to allot equity securities wholly for cash pursuant to and within
the terms of the said authority and to sell treasury shares wholly for cash:-
 (a)
    
    in connection with a rights issue; and
 23




---



##### 



(b)
    
    otherwise than in connection with a rights
issue, up to an aggregate nominal amount equal to the Section 561
Amount;
 as if Section 561(1) of the Companies Act 2006
did not apply to any such allotment.(iii)
    
    By such authority and power the Directors may during such
period make offers or agreements which would or might require the allotment of
securities after the expiry of such period.(iv)
    
    For the purposes of this Article:-
 (a)
    
    rights issue means an offer of securities
open for acceptance for a period fixed by the Directors to (I) holders
on a record date fixed by the Directors of registered Ordinary Shares
in proportion to their respective holdings and (II) (if the Directors
so decide but not otherwise) holders on a record date fixed by the
Directors of RTL Ordinary Shares in proportion to their respective
holdings of RTL Ordinary Shares and so that the ratio of the
entitlement per RTL Ordinary Share to the entitlement per Ordinary
Share shall (as nearly as practicable) equal the Equalisation Ratio
and (III) other persons so entitled by virtue of the rights attaching
to any other securities held by them, but subject in all such cases to
such exclusions or other arrangements as the Directors may deem
necessary or expedient in relation to fractional entitlements or legal
or practical problems under the laws of, or the requirements of any
recognised regulatory body or any stock exchange in, any territory;(b)
    
    prescribed period means in the first
instance the period from the date of the adoption of these Articles to
the later of 15 April 2010 and the date of the Annual General Meeting
in 2010, being no later than 30 June 2010, and shall thereafter mean
any period (not exceeding 15 months on any occasion) for which the
authority conferred by sub-paragraph (B)(i) above is renewed by
Resolution of the Company stating the Section 80 Amount for such
period;(c)
    
    the Section 551 Amount shall for the first
prescribed period be £32,948,000 and for any other prescribed period
shall be that stated in the relevant Resolution renewing the authority
conferred by sub-paragraph B(i) above or, in either case, any
increased amount fixed by Resolution of the Company in General
Meeting;(d)
    
    the Section 561 Amount shall for the first
prescribed period be £6,420,000 and for any other prescribed period
shall be that stated in the relevant Special Resolution renewing the
power conferred by sub-paragraph B(ii) above or, in either case, any
increased amount fixed by Special Resolution; and
 24




---



##### 



(e)
    
    the nominal amount of any securities shall be
taken to be, in the case of rights to subscribe for or to convert any
securities into shares of the Company, the nominal amount of such
shares which may be allotted pursuant to such rights.
 10
    
    Commissions on issue of sharesThe Company may exercise the powers of paying commissions conferred by the Statutes to the
full extent thereby permitted. The Company may also on any issue of shares pay such
brokerage as may be lawful.11
    
    Renunciation of allotmentThe Directors may at any time after the allotment of any share but before any person has
been entered in the Register as the holder:-(A) recognise a renunciation thereof by the allottee in favour of some other person and may
accord to any allottee of a share a right to effect such renunciation; and/or(B) allow the rights represented thereby to be one or more participating securities,in each case upon and subject to such terms and conditions as the Directors may think fit
to impose.12
    
    Trust etc. interests not recognisedExcept as required by law, no person shall be recognised by the Company as holding any
share upon any trust, and the Company shall not be bound by or compelled in any way to
recognise any equitable, contingent, future or partial interest in any share, or any
interest in any fractional part of a share, or (except only as by these Articles or by law
otherwise provided) any other right in respect of any share, except an absolute right to
the entirety thereof in the holder.
  13
    
    Issue of share certificatesEvery person (except a person to whom the Company is not required by law to issue a
certificate) whose name is entered in the Register in respect of shares in certificated
form shall upon the issue or transfer to him of such shares be entitled without payment to
a certificate therefor (in the case of issue) within one month (or such longer period as
the terms of issue shall provide) after allotment or (in the case of a transfer of
fully-paid shares) within five business days after lodgement of the transfer or (in the
case of a transfer of partly-paid shares) within two months after lodgement of the transfer
(or in the case of the surrender of a share warrant for cancellation) within two months of
the surrender of the warrant.14
    
    Form of share certificateEvery share certificate shall be executed by the Company in such manner as the Directors
may decide (which may include use of the Seal or Securities Seal and/or manual or facsimile
signatures by one or more Directors) and shall specify the number and class of shares to
which it relates and the amount paid up thereon. No certificate shall be issued
representing shares of more than one class.
 25




---



##### 



manual or facsimile
signatures by one or more Directors) and shall specify the number and class of shares to
which it relates and the amount paid up thereon. No certificate shall be issued
representing shares of more than one class.15
    
    Joint holdersIn the case of a share held jointly by several persons in certificated form the Company
shall not be bound to issue more than one certificate therefor and delivery of a
certificate to one of the joint holders shall be sufficient delivery to all.16
    
    Replacement of share certificates(A) Any two or more certificates representing shares of any one class held by any member
may at his request be cancelled and a single new certificate for such shares issued in lieu
without charge.(B) If any member shall surrender for cancellation a share certificate representing shares
held by him and request the Company to issue in lieu two or more share certificates
representing such shares in such proportions as he may specify, the Directors may, if they
think fit, comply with such request.(C) If a share certificate shall be damaged or defaced or alleged to have been lost, stolen
or destroyed, a new certificate representing the same shares may be issued to the holder
upon request subject to delivery up of the old certificate or (if alleged to have been
lost, stolen or destroyed) compliance with such conditions as to evidence and indemnity and
the payment of any exceptional out-of-pocket expenses of the Company in connection with the
request as the Directors may think fit.(D) In the case of shares held jointly by several persons any such request may be made by
any one of the joint holders.
  17
    
    Power to make callsThe Directors may from time to time make calls upon the members in respect of any moneys
unpaid on their shares (whether on account of the nominal value of the shares or, when
permitted, by way of premium) but subject always to the terms of allotment of such shares.
A call shall be deemed to have been made at the time when the resolution of the Directors
authorising the call was passed and may be made payable by instalments.18
    
    Liability for callsEach member shall (subject to receiving at least 14 days notice specifying the time or
times and place of payment) pay to the Company at the time or times and place so specified
the amount called on his shares. The joint holders of a share shall be jointly and
severally liable to pay all calls in respect thereof. A call may be revoked or postponed as
the Directors may determine.
 26




---



##### 



19
    
    Interest on overdue amountsIf a sum called in respect of a share is not paid before or on the day appointed for
payment thereof, the person from whom the sum is due shall pay interest on the sum from the
day appointed for payment thereof to the time of actual payment at such rate (not exceeding
15 per cent. per annum) as the Directors determine but the Directors shall be at liberty in
any case or cases to waive payment of such interest wholly or in part.20
    
    Other sums due on sharesAny sum (whether on account of the nominal value of the share or by way of premium) which
by the terms of allotment of a share becomes payable upon allotment or at any fixed date
shall for all the purposes of these Articles be deemed to be a call duly made and payable
on the date on which by the terms of allotment the same becomes payable. In case of
non-payment all the relevant provisions of these Articles as to payment of interest and
expenses, forfeiture or otherwise shall apply as if such sum had become payable by virtue
of a call duly made and notified.21
    
    Power to differentiate between holdersThe Directors may on the allotment of shares differentiate between the holders as to the
amount of calls to be paid and the times of payment.22
    
    Payment of calls in advanceThe Directors may if they think fit receive from any member willing to advance the same all
or any part of the moneys (whether on account of the nominal value of the shares or by way
of premium) uncalled and unpaid upon the shares held by him and such payment in advance of
calls shall extinguish pro tanto the liability upon the shares in respect of which it is
made and upon the money so received (until and to the extent that the same would but for
such advance become payable) the Company may pay interest at such rate as the member paying
such sum and the Directors may agree.
  23
    
    Notice on failure to pay a call(A) If a member fails to pay in full any call or instalment of a call on or before the due
date for payment thereof, the Directors may at any time thereafter serve a notice on him
requiring payment of so much of the call or instalment as is unpaid
together with any interest which may have accrued thereon and any expenses incurred by the
Company by reason of such non-payment.(B) The notice shall name a further day (not being less than seven days from the date of
service of the notice) on or before which and the place where the payment required by the
notice is to be made, and shall state that in the event of non-payment in accordance
therewith the shares on which the call has been made will be liable to be forfeited.
 27




---



##### 



24
    
    Forfeiture for non-complianceIf the requirements of any such notice as aforesaid are not complied with, any share in
respect of which such notice has been given may at any time thereafter, before payment of
all calls and interest and expenses due in respect thereof has been made, be forfeited by a
resolution of the Directors to that effect. Such forfeiture shall include all dividends
declared in respect of the forfeited share and not actually paid before forfeiture. The
Directors may accept a surrender of any share liable to be forfeited hereunder.25
    
    Disposal of forfeited sharesA share so forfeited or surrendered shall become the property of the Company and may be
sold, re-allotted or otherwise disposed of either to the person who was before such
forfeiture or surrender the holder thereof or entitled thereto or to any other person upon
such terms and in such manner as the Directors shall think fit and at any time before a
sale, re-allotment or disposal the forfeiture or surrender may be cancelled on such terms
as the Directors think fit. The Directors may, if necessary, authorise some person to
transfer a forfeited or surrendered share to any such other person as aforesaid.26
    
    Holder to remain liable despite forfeitureA member whose shares have been forfeited or surrendered shall cease to be a member in
respect of the shares (and shall, in the case of shares held in certificated form,
surrender to the Company for cancellation the certificate for such shares) but shall
notwithstanding the forfeiture or surrender remain liable to pay to the Company all moneys
which at the date of forfeiture or surrender were presently payable by him to the Company
in respect of the shares with interest thereon at 15 per cent. per annum (or such lower
rate as the Directors may determine) from the date of forfeiture or surrender until payment
but the Directors may at their absolute discretion waive payment in whole or in part.27
    
    Tax liabilitiesWhenever any law for the time being of any country, state or place imposes or purports to
impose any immediate or future or possible liability upon the Company to make any payment
or empowers any government or taxing authority or government official to require the
Company to make any payment in respect of any shares registered in any of the Companys
registers as held either jointly or solely by any member or in respect of any dividends,
bonuses or other moneys due or payable or accruing due or which may become due or payable
to such member by the Company on or in respect of any shares registered as aforesaid or for
or on account or in respect of any member and whether in consequence of:-(A) the death of such member;(B) the non-payment of any income tax or other tax by such member;(C) the non-payment of any estate, probate, succession, death, stamp or other duty by the
executor or administrator of such member or by or out of his estate;(D) any other act or thing;the Company in every such case:-
 28




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##### 



(i)
    
    shall be fully indemnified by such member or his executor or
administrator from all liability;(ii)
    
    shall have a lien upon all dividends and other moneys payable
in respect of the shares registered in any of the Companys registers as held
either jointly or solely by such member for all moneys paid or payable by the
Company in respect of the same shares or in respect of any dividends or other
moneys aforesaid thereon or for or on account or in respect of such member
under or in consequence of any such law together with interest at the rate of
15 per cent. per annum thereon from date of payment to date of repayment and
may deduct or set off against any such dividends or other moneys payable as
aforesaid any moneys paid or payable by the Company as aforesaid together with
interest as aforesaid;(iii)
    
    may recover as a debt due from such member or his executor
or administrator wherever constituted any moneys paid by the Company under or
in consequence of any such law and interest thereon at the rate and for the
period aforesaid in excess of any dividends or other moneys as aforesaid then
due or payable by the Company;(iv)
    
    may if any such money is paid or payable by the Company under
any such law as aforesaid refuse to register a transfer of any shares by any
such member or his executor or administrator until such money and interest as
aforesaid is set off or deducted as aforesaid or in case the same exceeds the
amount of any such dividends or other moneys as aforesaid then due or payable
by the Company until such excess is paid to the Company.
 Nothing herein contained shall prejudice or affect any right or remedy which any law may
confer or purport to confer on the Company and as between the Company and every such member
as aforesaid, his executor, administrator, and estate wheresoever constituted or situate,
any right or remedy which such law shall confer or purport to confer on the Company shall
be enforceable by the Company.28
    
    Lien on partly-paid sharesThe Company shall have a first and paramount lien on every share (not being a fully-paid
share) for all moneys (whether presently payable or not) called or payable at a fixed time
in respect of such share and the Directors may waive any lien which has arisen and may
resolve that any share shall for some limited period be exempt wholly or partially from the
provisions of this Article.29
    
    Sale of shares subject to lien(A) The Company may sell in such manner as the Directors think fit any share on which the
Company has a lien, but no sale shall be made unless some sum in respect of which the lien
exists is presently payable nor until the expiration of 14 days after a notice in writing
demanding payment of the sum presently payable and giving notice of intention to sell the
share in default of payment shall have been given to the holder for the time being of the
share or the person entitled thereto by reason of his death or bankruptcy or otherwise by
operation of law.
 29




---



##### 



(B) The net proceeds of such sale after payment of the costs of such sale shall be applied
in or towards payment or satisfaction of the amount in respect whereof the lien exists so
far as the same is then payable and any residue shall, upon
surrender, in the case of shares held in certificated form, to the Company for cancellation of the certificate for
the shares sold and subject to a like lien for sums not presently payable as existed upon
the shares prior to the sale, be paid to the person entitled to the shares at the time of
the sale. For the purpose of giving effect to any such sale the Directors may authorise
some person to transfer the shares sold to, or in accordance with the directions of, the
purchaser.30
    
    Evidence of forfeitureA statutory declaration in writing that the declarant is a Director or the Secretary and
that a share has been duly forfeited or surrendered or sold to satisfy a lien of the
Company on a date stated in the declaration shall be conclusive evidence of the facts
therein stated as against all persons claiming to be entitled to the share. Such
declaration shall (subject to the relevant share transfer being made if the same be
required) constitute a good title to the share and the person to whom the share is sold,
re-allotted or disposed of shall not be bound to see to the application of the
consideration (if any) nor shall his title to the share be affected by any irregularity or
invalidity in the proceedings relating to the forfeiture, surrender, sale, re-allotment or
disposal of the share.
  31
    
    Manner of variation of rights(A) Whenever the share capital of the Company is divided into different classes of shares,
the special rights attached to any class may, subject to the provisions of the Statutes and
the provisions of Article 33, be varied or abrogated:
 (i)
    
    with the consent in writing of the holders of three-fourths
of the issued shares of the class; or(ii)
    
    with the sanction of a Special Resolution passed at a
separate meeting of the holders of the shares of the class (but not otherwise)
 and may be so varied or abrogated either whilst the Company is a going concern or during or
in contemplation of a winding-up.(B) To every such separate meeting all the provisions of these Articles relating to General
Meetings and to the proceedings thereat shall mutatis mutandisapply, except that:
 (i)
    
    the necessary quorum at such separate meeting shall be two
persons at least holding or representing by proxy at least one-third in
nominal amount of the issued shares of the class;(ii)
    
    at any adjourned meeting any holder of shares of the class
present in person or by proxy shall be a quorum;(iii)
    
    any holder of shares of the class present in person or by
proxy may demand a poll; and
 30




---



##### 



(iv)
    
    every such holder shall on a poll have one vote for every
share of the class held by him.
 (C) The foregoing provisions of this Article shall apply to the variation or abrogation of
the special rights attached to some only of the shares of any class as if the shares
concerned and the remaining shares of such class formed two separate classes the special
rights whereof are in each case to be varied.32
    
    Matters not constituting variation of rightsThe special rights attached to any class of shares having preferential rights shall not
unless otherwise expressly provided by the terms of issue thereof be deemed to be varied by
the creation or issue of further shares ranking as regards participation in the profits or
assets of the Company in some or all respects pari passutherewith but in no respect in
priority thereto or the purchase or redemption by the Company of its own shares.33
    
    Separate approvals of Class Rights Actions(A) The following matters shall constitute Class Rights Actions if undertaken by either the
Company or RTL:-
 (i)
    
    the offer to holders of its existing ordinary shares
generally of shares or other securities for subscription or purchase:-
 (a)
    
    by way of rights (otherwise than by Matching
Offers), where the proposed offer (when aggregated with (I) any
previous offers by either company of shares or other securities for
cash by way of rights or otherwise but not under Matching Offers, (II)
any sales other than intra Rio Tinto Group sales by a member of the
Rio Tinto Group of RTL Ordinary Shares and (III) any sales, other than
intra RTL Group sales, by a member of the RTL Group of 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 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 the
Company; or(b)
    
    otherwise than by way of rights, at below
Market Value;
 (ii)
    
    the reduction or redemption of the companys ordinary share
capital by way of a capital repayment to holders of its ordinary shares or a
cancellation of unpaid ordinary share capital;(iii)
    
    the purchase by the company of its own ordinary shares
(except for such a purchase at, around or below prevailing market prices for
those shares where the purchase occurs in accordance with Applicable
Regulation);(iv)
    
    the voluntary liquidation of the company;
 31




---



##### 



(v)
    
    an adjustment to the Equalisation Ratio otherwise than in
accordance with paragraph 5 of Schedule 2 to the Sharing Agreement;(vi)
    
    the amendment to the terms of, or termination of, the Sharing
Agreement, the RTP Shareholder Voting Agreement or the RTL 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 the Sharing Agreement or, in any case, by way of formal or
technical amendment which is not materially prejudicial to the interests of
the shareholders of either company or is necessary to correct any
inconsistency or manifest error or is by way of an amendment agreed between
the companies pursuant to Clause 17.6 of the Sharing Agreement or the
equivalent provisions of any other such document;(vii)
    
    any amendment to, or removal of, or the alteration of the
effect of (which for the avoidance of doubt shall be taken to include the
ratification of any breach of), any Rio Tinto Entrenched Provision;(viii)
    
    any amendment to, or removal of, or alteration of the effect of (which for
the avoidance of doubt shall be taken to include the ratification of any
breach of), any RTL Entrenched Provision; and(ix)
    
    the doing of anything which the Directors of the Company (or
a duly constituted committee of the Directors) and the Board of RTL agree
(either in a particular case or generally) should be treated as a Class Rights
Action.
 (B) Any Class Rights Action by the Company (apart from those specified in sub-paragraph
(vii) of paragraph (A) of this Article) shall be deemed to be a variation of the rights of
the Special Voting Share and shall accordingly be effective only with the consent in
writing of the holder of the Special Voting Share and without such consent shall not be
done or caused or permitted to be done.(C) Any Class Rights Action of a type specified in sub-paragraph (vii) of paragraph (A) of
this Article shall be effective only with the approval of a Special Resolution on which the
holder of the Special Voting Share shall be entitled, and bound, to vote in accordance with
Article 60(B)(i) and the RTL Shareholder Voting Agreement. Any other Class Rights Action by
the Company shall (in addition to the consent required under paragraph (B)) be effective
only with such
approval of the shareholders of the Company (apart from the holder of the Special Voting
Share) as is required by Applicable Regulation and the Sharing Agreement.
  34
    
    Form of transfer(A) All transfers of shares which are in certificated form may be effected by transfer in
writing in any usual or common form or in any other form acceptable to
 32




---



##### 



the Directors and
may be under hand only. The instrument of transfer shall be signed by or on behalf of the
transferor and (except in the case of fully-paid shares) by or on behalf of the transferee.
The transferor shall remain the holder of the shares concerned until the name of the
transferee is entered in the Register in respect thereof.(B) All transfers of shares which are in uncertificated form may be effected by means of a
relevant system.35
    
    Balance certificateWhere some only of the shares comprised in a share certificate are transferred the old
certificate shall be cancelled and, to the extent that the balance is to be held in
certificated form, a new certificate for the balance of such shares issued in lieu without
charge.36
    
    Right to refuse registration(A) The Directors may decline to recognise any instrument of transfer relating to shares in
certificated form unless:
 (i)
    
    it is in respect of only one class of share;(ii)
    
    it is lodged (duly stamped if required) at the Transfer
Office accompanied by the relevant share certificate(s); and(iii)
    
    when lodged it is accompanied by such other evidence as the
Directors may reasonably require to show the right of the transferor to make
the transfer or if the instrument of transfer is executed by some other person
on his behalf, the authority of that person to do so.
 In the case of a transfer of shares in certificated form by a recognised clearing house or
a nominee of a recognised clearing house or of a recognised investment exchange the
lodgment of share certificates will only be necessary if and to the extent that
certificates have been issued in respect of the shares in question.(B) The Directors may, in the case of securities in certificated form in their absolute
discretion refuse to register any transfer of shares (not being fully-paid shares) provided
that, where any such shares are admitted to the Official List maintained by the UK Listing
Authority, such discretion may not be exercised in such a way as to
prevent dealings in the shares of that class from taking place on an open and proper basis. The Directors may also
refuse to register an allotment or transfer of shares (whether fully-paid or not) in favour
of more than four persons jointly. If the Directors refuse to register an allotment or a
transfer of shares they
shall as soon as practicable and in any event within two months after the date on which:
 (i)
    
    the letter of allotment or instrument of transfer was lodged
with the Company (in the case of shares held in certificated form); or(ii)
    
    the Operator-instruction was received by the Company (in the
case of shares held in uncertificated form),
 send to the allottee or transferee notice in writing of the refusal giving reasons for the
refusal.
 33




---



##### 



(C) The Directors shall decline to register any transfer of the Special Voting Share unless
the transfer is to a new RTL Shareholder SVC in accordance with the RTL Shareholder Voting
Agreement. The Directors shall decline to register any transfer of the Equalisation Share
unless the transfer is to a member of the RTL Group or a trustee for the benefit of a
member or members of the RTL Group.37
    
    Retention of transfersAll instruments of transfer which are registered may be retained by the Company.38
    
    No fee on registrationNo fee will be charged by the Company in respect of the registration of any transfer or
other document relating to or affecting the title to any shares or otherwise for making any
entry in the Register affecting the title to any shares.39
    
    Deleted40
    
    Deleted
  41
    
    Persons entitled on deathIn case of the death of a member, the survivors or survivor where the deceased was a joint
holder, and the executors or administrators of the deceased where he was a sole or only
surviving holder, shall be the only persons recognised by the Company as having any title
to his interest in the shares, but nothing in this Article shall release the estate of a
deceased member (whether sole or joint) from any liability in respect of any share held by
him.42
    
    Election by persons entitled by transmissionA person becoming entitled to a share in consequence of the death or bankruptcy of a member
or otherwise by operation of law may (subject as hereinafter provided) upon supplying to
the Company such evidence as the Directors may reasonably require to show his title to the
share either be registered himself as holder of the share upon giving to the Company notice
in writing to that effect or transfer such share to some other person. All the limitations,
restrictions and provisions of these Articles relating to the right to transfer and the
registration of transfers of shares shall be applicable to any such notice or transfer as
aforesaid as if the notice or transfer were a transfer made by the member registered as the
holder of any such share.43
    
    Rights of persons entitled by transmissionSave as otherwise provided by or in accordance with these Articles, a person becoming
entitled to a share in consequence of the death or bankruptcy of a member or otherwise by
operation of law (upon supplying to the Company such evidence as the Directors may
reasonably require to show his title to the share) shall be entitled to the same dividends
and other advantages as those to which he would be entitled if he were the registered
holder of the share except that he shall not be entitled in respect thereof (except with
the authority of the Directors) to exercise any right conferred by membership in relation
to shareholders meetings until he shall have been registered as a member in respect of the
share.
 34




---



##### 



44
    
    Deleted
  45
    
    (A) The Company shall be entitled to sell at the best price reasonably obtainable at the time
of sale the shares of a member or the shares to which a person is entitled by virtue of
transmission on death or bankruptcy or otherwise by operation of law if and provided that:-
 (i)
    
    during the period of 12 years prior to the date of the
publication of the advertisements referred to in paragraph (ii) below (or, if
published on different dates, the first thereof) at least three dividends in
respect of the shares have become payable and no dividend in respect
of those shares has been claimed; and(ii)
    
    the Company shall on expiry of such period of 12 years have
inserted advertisements in both a national newspaper and in a newspaper
circulating in the area in which the last known postal address of the member
or the address at which service of notices may be effected under these
Articles is located giving notice of its intention to sell the said shares;
and(iii)
    
    during the period of three months following the publication
of such advertisements the Company shall have received no communication from
or on behalf of such member or person.
 (B) To give effect to any such sale the Company may appoint any person to transfer, as
transferor, the said shares and such transfer shall be as effective as if it had been
carried out by the registered holder of or person entitled by transmission to such shares
and the title of the transferee shall not be affected by any irregularity or invalidity in
the proceedings relating thereto. The net proceeds of sale shall belong to the Company
which shall be obliged to account to the former member or other person previously entitled
as aforesaid for an amount equal to such proceeds and shall enter the name of such former
member or other person in the books of the Company as a creditor for such amount which
shall be a permanent debt of the Company. No trust shall be created in respect of the debt,
no interest shall be payable in respect of the same and the Company shall not be required
to account for any money earned on the net proceeds, which may be employed in the business
of the Company or invested in such investments (other than shares of the Company or its
holding company if any) as the Directors may from time to time think fit.
  46
    
    Annual General MeetingsAn Annual General Meeting shall be held in each period of six months beginning with the day
following the Companys accounting reference date, at such place, date and time as may be
determined by the Directors.
 35




---



##### 



47
    
    Convening and Location of General Meetings(A) The Directors may whenever they think fit, and shall on requisition in accordance with
the Statutes, proceed to convene a General Meeting.(B) In the case of any General Meeting the Directors or the chairman of the meeting may,
notwithstanding the notice specifying the place of the meeting or adjourned meeting (the
principal place), make arrangements for simultaneous attendance at and participation in
(including by way of video link) the meeting or adjourned meeting at that or any other
place by persons entitled to attend the meeting, provided that persons attending at any
particular place shall be able to see and hear, and be seen and heard by, persons attending
at the other place or places at which the meeting is convened.(C) The Directors may, from time to time, make such arrangements for the purpose of
ensuring that the level of attendance at any place at which any General Meeting takes place
is consistent with the orderly conduct of the meeting as they shall, in their absolute
discretion, consider appropriate, and may from time to time vary any such arrangements or
make any new arrangements in place of them, provided that the entitlement of a member to
attend a meeting or adjourned meeting shall be satisfied by his being given the entitlement
to attend at such place (fulfilling the conditions specified in paragraph (B) of this
Article) as may be specified by the Directors for the purposes of this Article.(D) For the purposes of all other provisions of these Articles any such meeting shall be
treated as being held and taking place at the principal place.
  48
    
    Length of notice for General Meetings(A) An Annual General Meeting shall be called by notice of at least 21 days.(B) Any other General Meeting shall be called by notice of at least 14 days.(C) The period of notice shall in either case be exclusive of the day on which it is served
or deemed to be served and of the day on which the meeting is to be held.(D) Notice shall be given to all members other than such as are not under the provisions of
these Articles entitled to receive such notices from the Company. The Company may determine
that only those persons entered on the Register at the close of business on a day
determined by the Company, such day being no more than 21 days before the day that notice
of the meeting is sent, shall be entitled to receive such a notice.(E) A General Meeting, notwithstanding that it has been called by a shorter notice than
that specified above, shall be deemed to have been duly called if it is so agreed:-
 (i)
    
    in the case of an Annual General Meeting, by all the members
entitled to attend and vote thereat; and(ii)
    
    in the case of any other General Meeting, by a majority in
number of the members having a right to attend and vote thereat, being a
 36




---



##### 



majority together holding not less than 95 per cent. in
nominal value of the shares giving that right.
 49
    
    Contents of notice of General Meetings(A) Every notice calling a General Meeting shall specify the place, date and time of the
meeting. There shall appear with reasonable prominence in every such notice a statement
that a member is entitled to appoint another person as his proxy to exercise all or any of
his rights to attend and to speak and vote and that a proxy need not be a member of the
Company.(B) The notice shall specify the general nature of the business to be transacted at the
meeting; and if any resolution is to be proposed as a Special Resolution, the notice shall
contain a statement to that effect.(C) In the case of an Annual General Meeting, the notice shall also specify the meeting as
such.(D) For the purposes of determining which persons are entitled to attend or vote at a
meeting, and how many votes such persons may cast, the Company may specify in the notice of
the meeting a time, not more than 48 hours before the time fixed for the meeting, by which
a person must be entered on the Register in order to have the right to attend or vote at
the meeting.
  50
    
    ChairmanThe Chairman of the Directors, failing whom a Deputy Chairman, shall preside as chairman at
a General Meeting. If there is no such Chairman or Deputy Chairman, or if at any meeting
neither is present within five minutes after the time appointed for holding the meeting and
willing to act, the Directors present shall choose one of their number or, if no Director
is present or if all the Directors present decline to take the chair, a member may be
elected to be the chairman by a resolution of the Company passed at the meeting.51
    
    QuorumNo business other than the appointment of a chairman shall be transacted at any General
Meeting unless a quorum is present at the time when the meeting proceeds to business. Three
members present in person and entitled to vote shall be a quorum for all purposes.52
    
    Lack of quorumIf within five minutes from the time appointed for a General Meeting (or such longer
interval as the chairman of the meeting may think fit to allow) a quorum is not present, or
if during the meeting a quorum ceases to be present, the meeting, if convened on the
requisition of members, shall be dissolved. In any other case it shall stand adjourned to
such other day and such time and place as may have been specified for the purpose in the
notice convening the meeting or (if not so specified) as the chairman of the meeting may
determine, and if at such adjourned
 37




---



##### 



meeting a quorum is not present within five minutes
from the time appointed for holding the meeting, the members present in person or by proxy
shall be a quorum.53
    
    Conduct of meetingsThe chairman shall take such action as he thinks fit to promote the orderly conduct of the
business of any General Meeting as laid down in the notice of the meeting and the
chairmans decision, made in good faith, on matters of procedure or arising incidentally
from the business of the meeting shall be final as shall be his determination, acting in
good faith, as to whether any matter is of such a nature.54
    
    Adjournment and notice of adjourned meeting(A) The chairman may at any time without the consent of the meeting adjourn any General
Meeting at which a quorum is present either sine dieor to another time or place where it
appears to him that (i) the members wishing to attend cannot be conveniently accommodated
in the place appointed for the meeting, or (ii) the conduct of persons present prevents or
is likely to prevent the orderly continuation of business, or (iii) an adjournment is
desirable in view of the timing of a general meeting or adjourned general meeting of RTL,
or (iv) an adjournment is otherwise necessary so that the business of the meeting may be
properly conducted. In addition, the chairman may at any time with the consent of any
General Meeting at which a quorum is present (and shall if so directed by the meeting)
adjourn the meeting either sine dieor to another time and place. When a meeting is
adjourned sine diethe time and place for the adjourned meeting shall be fixed by the
Directors. No business shall be transacted at any adjourned meeting except business which
might properly have been transacted at the meeting had the adjournment not taken place.(B) When a meeting is adjourned for 30 days or more or sine die, not less than seven days
notice of the adjourned meeting shall be given in like manner as in the case of the
original meeting.(C) Save as hereinbefore expressly provided, it shall not be necessary to give any notice
of an adjournment or of the business to be transacted at an adjourned meeting.55
    
    Amendments to resolutionsIf an amendment shall be proposed to any resolution under consideration but shall be ruled
out of order by the chairman of the meeting, the proceedings on the substantive resolution
shall not be invalidated by any error in the ruling. In the case of a resolution duly
proposed as a Special Resolution, no amendment thereto (other than a mere clerical
amendment to correct a patent error) may in any event be considered or voted upon. In the
case of a resolution duly proposed as an ordinary resolution, no amendment thereto (other
than a mere clerical amendment to correct a patent error or an amendment to conform such
resolution to a resolution duly proposed at the nearly contemporaneous meeting of RTL) may
be considered or voted upon unless written notice of such proposed amendment is given to
the Office at least 48 hours prior to the time appointed for holding the relevant meeting
or adjourned meeting or (in the absence of any such notice) the chairman of the meeting in
his absolute discretion rules that the amendment shall be considered.
 38




---



##### 



56
    
    Demand for poll
  (i)
    
    the chairman of the meeting;(ii)
    
    not less than five members present in person or by proxy and
entitled to vote;(iii)
    
    a member or members present in person or by proxy and
representing not less than one-tenth of the total voting rights of all the
members having the right to vote at the meeting;(iv)
    
    a member or members present in person or by proxy and holding
            shares in the Company conferring a right to vote at the meeting being shares
on which an aggregate sum has been paid up equal to not less than one-tenth of
the total sum paid up on all the shares conferring that right; or(v)
    
    the holder of the Special Voting Share.
   (i)
    
    before the result of a show of hands is declared, the meeting
shall continue as if the demand has not been made; or(ii)
    
    after the result of a show of hands is declared, the demand
shall not be taken to have invalidated the result of that show of hands.
 Procedure on a poll
  39




---



##### 



58
    
    Voting on a poll
  59
    
    Timing of poll
   60
    
    Votes attaching to shares
  (i)
    
    on a show of hands every member who is present in person
(including by corporate representative) and every proxy present who has been
duly appointed by a member entitled to vote on the resolution shall have one
vote; and(ii)
    
    on a poll every member who is present in person (including by
corporate representative) or by proxy shall have one vote for every Ordinary
Share of which he is the holder and the Specified Number (as defined in
paragraph (B) below) of votes for the Special Voting Share of which he is the
holder.
   40




---



##### 



61
    
    Votes of joint holders
  62
    
    Deleted
 63
    
    Restriction on voting in particular circumstances
   41




---



##### 



(i)
    
    the shares comprising the shareholding account in the
Register which comprises or includes the shares in relation to which the
default occurred (all or the relevant number as appropriate of such shares
being the default shares, which expression shall include any further shares
which are issued in respect of such shares); and(ii)
    
    any other shares held by the member,
   (i)
    
    any dividend or part thereof or other money which would
otherwise be payable in respect of the default shares shall be retained by the
Company without any liability to pay interest thereon when such dividend or
other money is finally paid to the member and the member shall not be entitled
to elect to receive shares in lieu of dividend; and/or(ii)
    
    no transfer of any of the shares held by such member shall be
registered unless the transfer is an approved transfer or:-
 (a)
    
    the member is not himself in default as
regards supplying the information required; and(b)
    
    the transfer is of part only of the members
holding and, when presented for registration, is accompanied by a
certificate by the member in a form satisfactory to the Directors to
the effect that after due and careful enquiry the member is satisfied
that none of the shares the subject of the transfer are default shares
 provided that, in the case of shares in uncertificated form, the Directors
may only exercise their discretion not to register a transfer if permitted
to do so by the Regulations.
    (E)
    (i)
    
    Save as herein provided any direction notice shall have effect in
accordance with its terms for so long as the default in respect of
 42




---



##### 



which the direction
notice was issued continues and shall cease to have effect thereafter upon the
Directors so determining (such determination to be made within a period of one week of
the default being duly remedied, with written notice thereof being given forthwith to
the member).(ii)
    
    Any direction notice shall cease to have effect in relation
to any shares which are transferred by such member by means of an approved
transfer or in accordance with paragraph (C)(ii) above.
  (i)
    
    a person shall be treated as appearing to be interested in
any shares if the member holding such shares has been served with a notice
under the said Section 793 and either (a) the member has named such person as
being so interested or (b) (after taking into account the response of the
member to the said notice and any other relevant information) the Company
knows or has reasonable cause to believe that the person in question is or may
be interested in the shares; and(ii)
    
    a transfer of shares is an approved transfer if:-
 (a)
    
    it is a transfer of shares to an offeror by
way or in pursuance of acceptance of a takeover offer (as defined in
Section 974 of the Companies Act 2006); or(b)
    
    the Directors are satisfied that the transfer
is made pursuant to a bona fidesale of the whole of the beneficial
ownership of the shares to a party unconnected with the member or with
any person appearing to be interested in such shares including any
such sale made through the London Stock Exchange or any other stock
exchange outside the United Kingdom on which the Companys shares are
normally traded. For the purposes of this sub-paragraph any associate
(as that term is defined in Section 435 of the Insolvency Act 1986)
shall be included amongst the persons who are connected with the
member or any person appearing to be interested in such shares.
  64
    
    Change of control
  43




---



##### 



(i)
    
    Accepting Shareholder means any person who has, in respect
of the whole of that persons Interest in Ordinary Shares or Entitlement to
RTL Shares, accepted or given irrevocable undertakings to accept offers made
under a takeover offer which complies with the Code or under a takeover scheme
or takeover announcement which complies with Chapter 6 of the Corporations Act
(or both);(ii)
    
    paragraph deleted(iii)
    
    ADR Depositary means a custodian or depositary or his
nominee, approved by the Directors, under contractual arrangements with the
Company by which he or that nominee holds Ordinary Shares and he or another
person issues American Depositary Receipts evidencing rights in relation to
those shares or a right to receive them;(iv)
    
    Associate means a person who is for the time being an
associate of another person for the purposes of Chapter 6 of the Corporations
Act as defined in Part 1.2 Division 2 of the Corporations Act;(v)
    
    concert parties means persons for the time being acting in
concert within the meaning of the Code;(vi)
    
    Code means The City Code on Takeovers and Mergers as from
time to time modified or replaced;(vii)
    
    Entitlement in relation to shares in RTL means the
Relevant Interest of a person or the persons Associates in those shares;(viii)
    
    Holder is as defined in paragraph (K) below;(viiiA)
    
    FSA Handbook means the United Kingdom Financial Services Authoritys
Handbook of Rules and Guidance;(ix)
    
    Interest in relation to shares in the Company, means any
interest in Ordinary Shares within the meaning of Sections 820 to 825 of the
Original Act (except that of a bare trustee), provided that:
 (a)
    
    Section 820(4)(b) shall apply on the basis
that the entitlement there referred to could arise under an agreement
within the meaning of Sections 824(5) and (6);(b)
    
    an interest in Ordinary Shares shall be
disregarded if it is held by a market maker acting in that capacity,
provided that such Ordinary Shares do not represent 10 per cent. or
more of the votes generally exercisable at General Meetings (excluding
any votes attaching to the Special Voting Share) and subject to the
market maker satisfying the criteria and complying with the conditions
and operating requirements referred to in paragraph (ixA) below;(c)
    
    an interest in Ordinary Shares shall be disregarded where:
 (I)
    
    in pursuance of
arrangements made with the operator of a relevant system:
 44




---



##### 



(aa)
    
    securities
of a particular aggregate value are on any day
transferred by means of that system from a person
(A) to another person (B);(bb)
    
    the
securities are of kinds and amounts determined by the
operator-system; and(cc)
    
    the
securities, or securities of the same kinds and
amounts, are on the following day transferred by
means of the relevant system from B to A; and
 (II)
    
    the securities comprise any Ordinary Shares,
 and for the purposes of this paragraph (c) any day which, in
England and Wales, is a non-business day for the purposes of the
Bills of Exchange Act 1882 is disregarded, and expressions which
are used in the Regulations shall have the same meanings as in
those Regulations;(d)
    
    a person is not by virtue of Section
820(4)(b) of the Original Act to be taken to be interested in Ordinary
Shares by reason only that he has been appointed a proxy to vote at a
specified meeting of the Company or of any class of its members and at
any adjournment of that meeting, or has been appointed by a
corporation to act as its representative at any meeting of the Company
or of any class of its members;
 and Interested shall be construed accordingly;
 (ixA)
    
    market maker means a market maker, as such term is defined
in the FSA Handbook, who is in compliance with the conditions and operating
requirements set out in Rule 5.1.4 of the DTRs;(x)
    
    the Original Act means the Companies Act 2006 as in force
at the date of adoption of this Article and notwithstanding any repeal,
modification or re-enactment thereof after that date (including for the
avoidance of doubt, any amendment, replacement or repeal by regulations made
by the Secretary of State pursuant to Section 828 of that Act to the
definition of shares in Section 792 or to the provisions as to what is taken
to be an interest in shares in Section 820), and the DTRs means the
Disclosure and Transparency Rules of the UKLA as amended from time to time;(xi)
    
    Permitted Holding means:-
 (a)
    
    any Entitlement to RTL Ordinary Shares,
arising as a result of two or more persons becoming Associates, in
relation to the acquisition of which an exemption or declaration under
Section 655A of the Corporations Act is in force, with the
effect that the acquisition of such Entitlement would not breach
Section 606 of the Corporations Act;
 45




---



##### 



(b)
    
    any Interest in shares in the Company or an
Entitlement to RTL Ordinary Shares held solely by a person as a bare
trustee or by a person who, if the incidents of that persons Interest
or Entitlement were governed by the laws of England, would in the
opinion of the Directors be regarded as a bare trustee in respect of
that Interest or Entitlement;(c)
    
    any Interest of a person in shares in the
Company or any Entitlement of a person to any RTL Ordinary Shares
which under arrangements approved by the Directors and the directors
of RTL respectively have been allotted or issued with a view to that
person (or purchasers from that person) offering the same to the
public within a period not exceeding three months from the date of the
relevant allotment or issue;(d)
    
    any Interest of a person in shares in the
Company or any Entitlement of a person to any RTL Ordinary Shares
which the Directors are satisfied is held by virtue only of that
person being entitled to exercise or control the exercise of 20 per
cent. or more of the voting power at general meetings of another
company which is a Permitted Person;(e)
    
    any Interest or Entitlement of a Permitted
Person, other than RTL Shareholder SVC or RTP Shareholder SVC;
 (xii)
    
    Permitted Person means:-
 (a)
    
    any member of the Rio Tinto Group;(b)
    
    any member of the RTL Group;(c)
    
    RTL Shareholder SVC;(d)
    
    RTP Shareholder SVC;(e)
    
    an ADR Depositary, acting in his capacity as
such;(f)
    
    The Depositary Trust Company or any successor
and/or its nominee acting in the capacity of a clearing agency in
respect of dealings in American Depositary Receipts;(g)
    
    a clearing house or a nominee of a recognised
clearing house or of a recognised investment exchange (a recognised
person);(h)
    
    a trustee (acting in that capacity) of any
employees share scheme of the Company or of RTL;(i)
    
    any person (an Offeror) who has made an
offer to acquire all the outstanding RTL Ordinary Shares (other than
those already owned by the Offeror) which may, if the Offeror so
decides, be conditional upon an offer which has been made by the
Offeror (or a subsidiary of, a parent company of, or a subsidiary of a
parent company of the Offeror) on terms
which satisfy each of subparagraphs (I), (II) and (III) of Rule
145(B)(x)(i) of the RTL Constitution) to acquire all the
 46




---



##### 



outstanding Ordinary Shares (other than those already owned by the
Offeror or such subsidiary, parent company or subsidiary of a
parent company) becoming unconditional and shall:-
 (I)
    
    be unconditional when made
or contain only such conditions as any such offer must
contain pursuant to the Corporations Act;(II)
    
    disclose the highest price
paid or value of consideration given for Ordinary Shares by
the Offeror or its concert parties and for RTL Ordinary
Shares by the Offeror and its Associates since the beginning
of the period commencing 12 months before the date on which
the Offeror or any of its Associates or concert parties
became a Relevant Person and include a cash offer (or an
offer with a cash alternative) to acquire all the RTL
Ordinary Shares (other than those already directly or
indirectly owned by the Offeror) at a price per RTL Ordinary
Share which (subject to paragraph (xix) below) is not less
than the higher of:-
 (aa)
    
    the highest
price paid or value of consideration given for
Ordinary Shares by the Offeror or its Associates
since the beginning of the period commencing 12
months before the date on which the Offeror or any of
its concert parties became a Relevant Person
multiplied by the Equalisation Fraction as at the
date of the offer and converted into Australian
dollars. Such conversion shall be made at the closing
mid-point spot Australian dollar-sterling exchange
rate, on the date on which the Offeror or any of its
concert parties became a Relevant Person as published
in the Financial Times; and(bb)
    
    the highest
price paid or value of consideration given for RTL
Ordinary Shares by the Offeror (or its Associates) in
Australian dollars (or equivalent, converted into
Australian dollars by a method comparable to that set
out in (aa) above) since the beginning of the period
commencing 12 months before the date on which the
Offeror or any of its Associates became a Relevant
Person;
 provided that if no such shares have been acquired by
the Offeror or any of its Associates or concert
 47




---



##### 



parties
during that period the price (subject to paragraph (xix))
shall be not less than the higher of:-
 (cc)
    
    the middle market quotation derived from the London Stock
Exchange Daily Official List in respect of Ordinary
Shares on the dealing day preceding the date on which
the offer is announced, multiplied by the
Equalisation Ratio as at that day and converted into
Australian dollars at the closing mid-point
Australian dollar-sterling exchange rate as at such
date as published in the Financial Times; and(dd)
    
    the
weighted average sale price derived from the
Australian Securities Exchange in respect of RTL
Ordinary Shares on the Business Day preceding the
date on which the offer is announced; and
 (III)
    
    comply with the provisions
of the Corporations Act as if it were an offer made under the
Corporations Act;
 provided that if the terms of any such offer would, at the
time it would be required to be made, be illegal or contravene any
applicable law or regulatory requirement (including the
Corporations Act) then the offer shall be on such terms as may be
necessary to comply with such applicable law or regulatory
requirement but otherwise shall approximate as far as is possible
the requirements set out in (I) to (III) above and provided
further that references to the price paid for an Ordinary Share or
a RTL Ordinary Share shall be deemed to include the price paid for
an interest through an American Depositary Receipt representing
such a share converted into sterling or Australian dollars as
appropriate at the closing mid-point exchange rate of the purchase
currency and sterling or Australian dollars (as appropriate) on
the date of acquisition of such interest obtained from the
Financial Times (in the case of Ordinary Shares) or from the
Australian Financial Review in the case of RTL Ordinary Shares;(j)
    
    any person who (i) owns directly or
indirectly Publicly-held Rio Tinto Ordinary Shares which carry the
right to cast more than 50 per cent. of the total votes attaching to
all Publicly-held Rio Tinto Ordinary Shares capable of being cast on a
poll at a General Meeting and (ii) owns directly or indirectly
Publicly-held RTL Ordinary Shares which carry the right to cast more
than 50 per cent. of the total votes
attaching to all Publicly-held RTL Ordinary Shares capable of
being cast on a poll at a general meeting of RTL, and has
 48




---



##### 



reached
that level of ownership by receiving acceptances under offers to
acquire all the outstanding Ordinary Shares and RTL Ordinary
Shares (other than those already owned by that person) or as a
result of a scheme of arrangement approved by the High Court or as
a result of a compromise or arrangement approved by the relevant
court of Australia under Part 5.1 of the Corporations Act or by
any combination of these;
 (k)
    
    any concert party or Associate of an Offeror;
 (xiii)
    
    Relevant Holding means an Interest in shares in the Company or an
Entitlement to RTL Ordinary Shares or both (disregarding any part of that
Interest or Entitlement which is a Permitted Holding) which together would
otherwise entitle their holder to cast on a poll (either directly as a member
of the Company or through any votes which may be cast by the holder of the
Special Voting Share to reflect votes which the holder of the Relevant Holding
is entitled to cast in respect of RTL Ordinary Shares) 20 per cent. or more of
the total votes attaching to all share capital of the Company of all classes
on a Joint Decision (assuming that all the Publicly-held RTL Ordinary Shares
including those comprised in such Entitlement were voted on the equivalent
resolution at the nearly contemporaneous general meeting of RTL and counted in
calculating the votes attached to the Special Voting Share on such decision)
provided that if the Relevant Holding does not include any RTL Ordinary
Shares, the Relevant Holding includes an Interest in shares in the Company
(other than the Special Voting Share) which carry the right on a poll to cast
30 per cent. or more of the total votes attaching to all share capital of the
Company of all Classes (apart from the Special Voting Share) taken as a whole
and capable of being cast on a poll at a General Meeting;(xiiiA)
    
    Relevant Interest means a relevant interest in respect of a share as that
term is defined in the Corporations Act;(xiv)
    
    Relevant Person means any person (whether or not identified) who has, or who
appears to the Directors to have, a Relevant Holding or who is deemed for the
purposes of this Article to be a Relevant Person;(xv)
    
    Relevant Share Capital means shares of the Company to which Part 22 of the
Original Act applies;(xvi)
    
    Relevant Shares means all the shares in which a Relevant Person or an
Excluded RTL Holder has, or appears to the Directors to have, an Interest or
which are deemed for the purposes of this Article to be Relevant Shares;(xvii)
    
    Required Disposal means a disposal or disposals of such a number of
Relevant Shares (or interests therein) as will cause a Relevant Person to
cease to be a Relevant Person, not being a disposal to
another Relevant Person (other than a Permitted Person) or a
 49




---



##### 



disposal which
constitutes any other person (other than a Permitted Person) a Relevant
Person;(xviii)
    
    references to the Financial Times mean the London Edition, and includes, if
that newspaper fails to be published or fails to publish the relevant
information any other daily newspaper circulating in London nominated by the
Board which does publish the relevant information and references to the
Australian Financial Review include, if that newspaper ceases to be published
or fails to publish the relevant information, any other daily newspaper
circulating in Melbourne nominated by the Board which does publish the
relevant information;(xix)
    
    references in paragraph (xii)(i) to price or value of consideration mean
such price or value:-
 (a)
    
    adjusted to reflect the effect of any share
consolidation or subdivision, allotment of shares, rights issue, issue
of options, issue of convertible securities or reduction of capital
which occurred after that price or consideration was paid or given and
before the offer to acquire all the RTL Ordinary Shares referred to in
that paragraph occurred; and(b)
    
    adjusted to reflect the net amount of any
dividend which had been declared or announced at the time the price or
consideration was paid or given if the shares acquired were at that
time trading cum-dividend and at the time of the offer the shares are
trading ex-dividend or vice versa,and the certificate of the Auditors stating the appropriate
amount of an adjustment required by (a) or (b) shall be conclusive,and, for the purposes of this Article, where the Directors
resolve in good faith that they have made reasonable enquiries and
that they are unable to determine:-(c)
    
    whether or not a particular person has an
Interest in any particular shares; or(d)
    
    who is Interested in any particular shares,
 the shares concerned shall be deemed to be Relevant Shares and all persons
interested in them to be Relevant Persons.
  50




---



##### 



(i)
    
    set out the restrictions referred to in paragraph (F) below;(ii)
    
    state that the addressee of the notice is required to make a
Required Disposal or procure that a Required Disposal is made by a time
specified in the notice being such time as the Directors shall consider most
appropriate not being less than 7 days nor more than 60 days after the date on
which the notice is given to the addressee (the Specified Time) unless by
that time either (I) the Relevant Person has become a Permitted Person, or
(II) the Directors have resolved in good faith that either the person stated
in the notice to be a Relevant Person is not a Relevant Person or that the
addressee does not have an Interest in the shares which would otherwise have
to be disposed of; and(iii)
    
    set out such other requirements or restrictions as the
Directors shall consider necessary to ensure that by the Specified Time there
is no Relevant Person (other than a Permitted Person) in relation to the
Relevant Shares concerned.
  (a)
    
    a specified purchaser or purchasers (the Relevant
Purchaser(s)) (excluding the ADR Depositary itself) or Holder or Holders (the
Relevant Holder(s)), as the case may be, is or are believed or deemed to be
Relevant Persons or is or are believed or deemed to be purchasers or Holders
through which a Relevant Person or Relevant Persons has or have Interests in
either case as specified in the notice; and(b)
    
    the Directors believe that each Relevant Purchaser or
Relevant Holder or the Relevant Person or Relevant Persons believed or deemed
to have Interests through such Relevant Purchaser or Relevant Holder, as the
case may be, is or are deemed to be Interested in a specific number of
Relevant Shares.
  51




---



##### 



(i)
    
    to attend or vote at any general meeting of the Company or
meeting of the holders of Relevant Share Capital or of any class thereof, or
to exercise any other right conferred by membership in relation to any such
meeting;(ii)
    
    to receive any dividend or other money which would otherwise
be payable in respect of a Relevant Share, which shall be retained by the
Company without any liability to pay interest when the money is finally paid
to the member; or(iii)
    
    to elect to receive shares in lieu of any dividend referred
to in (ii) above.
    52




---



##### 



65
    
    Voting by guardianWhere in England or elsewhere a guardian, receiver or other person (by whatever name
called) has been appointed by any court claiming jurisdiction in that behalf to exercise
powers with respect to the property or affairs of any member on the ground (however
formulated) of mental disorder, the Directors may in their absolute discretion, upon or
subject to production of such evidence of the appointment as the Directors may require,
permit such guardian, receiver or other person on behalf of such member to vote in person
or by proxy at any shareholders meeting or to exercise any other right conferred by
membership in relation to shareholders meetings.66
    
    Validity and result of vote
  53




---



##### 



(i)
    
    any objection shall be raised to the qualification of any voter; or(ii)
    
    any votes have been counted which ought not to have been
counted or which might have been rejected; or(iii)
    
    any votes are not counted which ought to have been counted,
   (i)
    
    has or has not been passed; or(ii)
    
    passed with a particular majority,
   67
    
    Appointment of Proxies
   67A Multiple Proxies
  68
    
    Form of proxy
   54




---



##### 



69
    
    Deposit of form of proxy
  (i)
    
    in the case of a meeting or adjourned meeting, not less than
48 hours before the commencement of the meeting or adjourned meeting to which
it relates;(ii)
    
    in the case of a poll taken following the conclusion of a
meeting or adjourned meeting, but not more than 48 hours after the poll was
demanded, not less than 48 hours before the commencement of the meeting or
adjourned meeting at which the poll was demanded; and(iii)
    
    in the case of a poll taken more than 48 hours after it was
demanded, not less than 24 hours before the time appointed for the taking of
the poll,
     55




---



##### 



70
    
    Rights of proxy
   71
    
    Termination of proxys authority
   (i)
    
    in the case of a meeting or adjourned meeting, not less than
one hour before the commencement of the meeting or adjourned meeting to which
the proxy appointment relates;(ii)
    
    in the case of a poll taken following the conclusion of a
meeting or adjourned meeting, but not more than 48 hours after it was
demanded, not less than one hour before the commencement of the meeting or
adjourned meeting at which the poll was demanded; or(iii)
    
    in the case of a poll taken more than 48 hours after it was
demanded, not less than one hour before the time appointed for the taking of
the poll.
 56




---



##### 



72
    
    Subject to the Statutes, any corporation which is a member of the Company may by resolution
of its directors or other governing body authorise a person or persons to act as its
representative or representatives at any shareholders meeting.
  73
    
    Number of DirectorsSubject as hereinafter provided the Directors shall not be less than five in number. The
Company may by Ordinary Resolution from time to time vary the minimum number and/or fix and
from time to time vary a maximum number of Directors.74
    
    Share qualification
  75
    
    Directors remuneration
    57




---



##### 



76
    
    Other remuneration of DirectorsAny Director who holds any executive office with the Company or RTL, or who performs
services which in the opinion of the Directors are outside the scope of the ordinary duties
of a Director, may be paid such extra remuneration or may receive such other benefits as
the Directors may determine.77
    
    Directors expensesThe Directors may pay or reimburse any Director or Alternate Director out of the funds of
the Company all such reasonable expenses as he may incur in attending and returning from
meetings of the Directors or of any committee of the Directors or shareholders meetings or
otherwise in connection with the business of the Company.78
    
    Directors pensions and other benefitsSubject to the aggregate maximum amount under Article 75(A) (but which limit shall for the
avoidance of doubt not apply to remuneration or other benefits paid pursuant to Article
76), the Directors shall have the power to pay and agree to pay pensions or other
retirement, superannuation, health, death or disability benefits to (or to any person in
respect of) any Director or former Director (other than pensions, retirement or
non-statutory superannuation benefits to (or to any person in respect of ) any Director who
does not hold any executive office within the Company or RTL) and for the purpose of
providing any such pensions or other benefits to contribute to any scheme or fund or to pay
premiums (other than premiums or contributions to any scheme or fund for the purpose of providing pensions,
retirement or non-statutory superannuation benefits to (or to any person in respect of )
any Director who does not hold any executive office within the Company or RTL).79
    
    Appointment and powers of executive Directors
     58




---



##### 



80
    
    Alternate Directors
   mutatis mutandis
 mutatis mutandis
 59




---



##### 



81
    
    Deleted82
    
    Retirement at Annual General Meetings
     83
    
    Deleted84
    
    Re-election of retiring DirectorThe Company at the meeting at which a Director retires under any provision of these
Articles may by Ordinary Resolution fill the office being vacated by electing thereto the
retiring Director (if eligible for re-election) or some other person eligible for election.
In default the retiring Director shall be deemed to have been re-elected except in any of
the following cases:-
      60




---



##### 



85
    
    Election of two or more DirectorsA resolution for the election of two or more persons as Directors by a single resolution
shall not be moved at any General Meeting unless a resolution that it shall be so moved has
first been agreed to by the meeting without any vote being given against it, and any
resolution moved in contravention of this provision shall be void.86
    
    Nomination of Director for electionNo person other than a Director retiring at the meeting shall, unless recommended by the
Directors for election, be eligible for election as a Director at any General Meeting
unless within the period referred to in Article 87 there has been lodged at the Office:-
    87
    
    Period for Nomination of Directors for electionThe period within which the notices referred to in Article 86 must be lodged at the Office
is not less than 45 Business Days nor more than 65 Business Days (inclusive of the date on
which the notice is given) before the earlier of the dates appointed for:
 (A)
    
    the general meeting of the Company; and(B)
    
    the nearly contemporaneous general meeting of RTL,
  88
    
    Election or appointment of additional DirectorThe Company may by Ordinary Resolution elect, and without prejudice thereto the Directors
shall have power at any time to appoint, any person to be a Director either to fill a
casual vacancy or as an additional Director, but so that (i) the total number of Directors
shall not thereby exceed the maximum number (if any) fixed by or in accordance with these
Articles and (ii) the appointment of such Director shall not take effect before such
Director has been duly appointed as a director of RTL. Any person so appointed by the
Directors shall retire at the next Annual General Meeting and shall then be eligible for
re-election.89
    
    Vacation of officeThe office of a Director shall be vacated in any of the following events, namely:-
 61




---



##### 



ipso facto
  90
    
    Removal of DirectorThe Company may in accordance with and subject to the provisions of the Statutes by
Ordinary Resolution of which special notice has been given remove any Director from office
(notwithstanding any provision of these Articles or of any agreement between the Company
and such Director, but without prejudice to any claim he may have for damages for breach of
any such agreement) and elect another person in place of a Director so removed from office
(provided that such person is also elected a director of RTL at the same time) . In default
of such election the vacancy arising upon the removal of a Director from office may be
filled as a casual vacancy.
  91
    
    Convening of meetings of DirectorsSubject to the provisions of these Articles the Directors may meet together for the
despatch of business, adjourn and otherwise regulate their proceedings as they think fit.
At any time any Director may, and the Secretary at the request of a Director shall, summon
a meeting of the Directors. It shall not be necessary to give notice of a meeting of
Directors to any Director who is for the time being neither in the United Kingdom nor in
Australia. Any Director may waive notice of any meeting and any such waiver may be
retroactive.
 62




---



##### 



92
    
    QuorumThe quorum necessary for the transaction of business of the Directors may be fixed from
time to time by the Directors and unless so fixed at any other number (not being less than
three) shall be three. A meeting of the Directors at which a quorum is present shall be
competent to exercise all powers and discretions for the time being exercisable by the
Directors.
 93
    
    Chairman
   94
    
    Casting voteQuestions arising at any meeting of the Directors shall be determined by a majority of
votes. In the case of an equality of votes, the chairman of the meeting shall have a second
or casting vote.95
    
    Number of Directors below minimumThe continuing Directors may act notwithstanding any vacancies, but if and so long as the
number of Directors is reduced below the minimum number fixed by or in accordance with
these Articles the continuing Directors or Director may act for the purpose of filling such
vacancies or of summoning General Meetings, but not for any other purpose. If there be no
Directors or Director able or willing to act, then any two members may summon a General
Meeting for the purpose of appointing Directors.96
    
    Telephone Board MeetingsThe Directors, and any committee of the Directors, shall be deemed to meet together if,
being in separate locations, they are nonetheless linked by conference telephone or other
communication equipment which allows those participating to hear and speak to each other.
Such a meeting shall be deemed to take place at the place agreed upon by the Directors
attending the meeting provided that at least one of the Directors present at the meeting
was at that place for the duration of the meeting.97
    
    Directors written resolutions
  (i)
    
    signed one or more copies of it, or
 63




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(ii)
    
    otherwise indicated their agreement to it in writing.
   98
    
    Validity of proceedingsAll acts done by any meeting of Directors, or of any committee or sub-committee of the
Directors, or by any person acting as a member of any such committee or sub-committee,
shall as regards all persons dealing in good faith with the Company, notwithstanding that
there was some defect in the appointment of any Director or any of the persons acting as
aforesaid, or that any such persons were disqualified or had vacated office, or were not
entitled to vote, be as valid as if every such person had been duly appointed and was
qualified and had continued to be a Director or member of the committee or sub-committee
and had been entitled to vote.
  99
    
    Authorisation of Directors interests
   (i)
    
    the matter in question shall have been proposed in writing
for consideration at a meeting of the Directors, in accordance with the board
of Directors normal procedures or in such other manner as the Directors may
determine;(ii)
    
    any requirement as to the quorum at the meeting of the
Directors at which the matter is considered is met without counting the
Director in question and any other interested Director (together the
Interested Directors); and(iii)
    
    the matter was agreed to without the Interested Directors
voting or would have been agreed to if the votes of the Interested Directors
had not been counted.
  64




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(i)
    
    where a Director (or a person connected with him) is a
director or other officer of, or employed by, or otherwise interested
(including by the holding of shares) in any Relevant Company;(ii)
    
    where a Director (or a person connected with him) is a party
to, or otherwise interested in, any contract, transaction or arrangement with
a Relevant Company, or in which the Company is otherwise interested;(iii)
    
    where the Director (or a person connected with him) acts (or
any firm of which he is a partner, employee or member acts) in a professional
capacity for any Relevant Company (other than as Auditor) whether or not he or
it is remunerated therefore;(iv)
    
    an interest which cannot reasonably be regarded as likely to
give rise to a conflict of interest;(v)
    
    an interest, or a transaction or arrangement giving rise to
an interest, of which the Director is not aware;(vi)
    
    any matter authorised under Article 99(A); or(vii)
    
    any other interest authorised by Ordinary Resolution.
    (i)
    
    falling within paragraph (iv), (v) or (vi) of paragraph (A)
of this Article;(ii)
    
    if, or to the extent that, the other Directors are already
aware of such interest (and for this purpose the other Directors are treated
as aware of anything of which they ought reasonably to be aware); or
 65




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(iii)
    
    if, or to the extent that, it concerns the terms of his
service contract (as defined in Section 227 of the Companies Act 2006) that
have been or are to be considered by a meeting of the Directors, or by a
committee of Directors appointed for the purpose under these Articles.
   (i)
    
    the Company;(ii)
    
    a subsidiary undertaking of the Company;(iii)
    
    any holding company of the Company or a subsidiary
undertaking of any such holding company;(iv)
    
    any body corporate promoted by the Company;(v)
    
    any body corporate in which the Company is otherwise
interested; or(vi)
    
    RTL and any controlled entity of RTL (within the meaning of
the Corporations Act).
 100
    
    Restrictions on quorum and voting
    (i)
    
    in which he has an interest of which he is not aware;(ii)
    
    in which he has an interest which cannot reasonably be
regarded as likely to give rise to a conflict of interest;(iii)
    
    in which he has an interest only by virtue of interests in
shares, debentures or other securities of the Company, or by reason of any
other interest in or through the Company;(iv)
    
    which involves the giving of any security, guarantee or
indemnity to the Director or any other person in respect of:-
 66




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(a)
    
    money lent or obligations incurred by him or
by any other person at the request of or for the benefit of the
Company or any of its subsidiary undertakings; or(b)
    
    a debt or other obligation of the Company or
any of its subsidiary undertakings for which he himself has assumed
responsibility in whole or in part under a guarantee or indemnity
or by the giving of security;
 (v)
    
    concerning an offer of shares or debentures or other
securities of or by the Company or any of its subsidiary undertakings (a) in
which offer he is or may be entitled to participate as a holder of securities;
or (b) in the underwriting or sub-underwriting of which he is to participate;(vi)
    
    concerning any other body corporate in which he is
interested, directly or indirectly and whether as an officer, shareholder,
creditor, employee or otherwise, provided that he (together with persons
connected with him) is not the holder of, or beneficially interested in, one
per cent or more of the issued equity share capital of any class of such body
corporate or of the voting rights available to members of the relevant body
corporate;(vii)
    
    relating to an arrangement for the benefit of the employees
or former employees of the Company or any of its subsidiary undertakings which
does not award him any privilege or benefit not generally awarded to the
employees or former employees to whom such arrangement relates;(viii)
    
    concerning the purchase or maintenance by the Company of insurance for any
liability for the benefit of Directors or for the benefit of persons who
include Directors;(ix)
    
    concerning the giving of indemnities in favour of Directors;(x)
    
    concerning the funding of expenditure by any Director or
Directors on (a) defending criminal, civil or regulatory proceedings or
actions against him or them, (b) in connection with an application to the
court for relief, or (c) defending him or them in any regulatory
investigations,(xi)
    
    the doing anything to enable any Director or Directors to
avoid incurring expenditure as described in paragraph (x); and(xii)
    
    in respect of which his interest, or the interest of
Directors generally, has been authorised by Ordinary Resolution.
  67




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100A
    
    Confidential information
  (i)
    
    to disclose such information to the Company or to the
Directors, or to any Director, officer or employee of the Company; or(ii)
    
    otherwise use or apply such confidential information for the
purpose of or in connection with the performance of his duties as a Director.
   101
    
    Directors interests  general
  (i)
    
    an interest of a person who is connected with a Director
shall be treated as an interest of the Director; and(ii)
    
    Section 252 of the Companies Act 2006 shall determine whether
a person is connected with a Director.
  68




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(i)
    
    absenting himself from any meetings of the Directors at which
the relevant situation or matter falls to be considered; and(ii)
    
    not reviewing documents or information made available to the
Directors generally in relation to such situation or matter and/or arranging
for such documents or information to be reviewed by a professional adviser to
ascertain the extent to which it might be appropriate for him to have access
to such documents or information.
   102
    
    Appointment and constitution of committeesThe Directors may delegate any of their powers or discretions (including without prejudice
to the generality of the foregoing all powers and discretions whose exercise involves or
may involve the payment of remuneration to or the conferring of any other benefit on all or
any of the Directors) to committees. Any such committee shall, unless the Directors
otherwise resolve, have power to sub-delegate to sub-committees any of the powers or
discretions delegated to it. Any such committee or sub-committee shall consist of one or
more Directors and (if thought fit) one or more other named persons or persons to be
co-opted as hereinafter provided. Insofar as any such power or discretion is delegated to a
committee or sub-committee, any reference in these Articles to the exercise by the
Directors of the power or discretion so delegated shall be read and construed as if it were
a reference to the exercise thereof by such committee or sub-committee. Any committee or
sub-committee so formed shall in the exercise of the powers so delegated conform to any
regulations which may from time to time be imposed by the Directors. Any such regulations
may provide for or authorise the co-option to the committee or sub-committee of persons
other than Directors and may provide for members who are not Directors to have voting
rights as members of the committee or sub-committee but so that (a) the number of members
who are not Directors shall be less than one-half of the total number of members of the
committee or sub-committee and (b) no resolution of the committee or sub-committee shall be
effective unless a majority of the members of the committee or sub-committee present
throughout the meeting are Directors.103
    
    Proceedings of committee meetingsThe meetings and proceedings of any such committee or sub-committee consisting of two or
more persons shall be governed mutatis mutandisby the provisions of these Articles
regulating the meetings and proceedings of the Directors, so far as the same are not
superseded by any regulations made by the Directors under the last preceding Article.
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104
    
    General powersThe business and affairs of the Company shall be managed by the Directors, who may exercise
all such powers of the Company as are not by the Statutes or by these Articles required to
be exercised by the Company in General Meeting subject nevertheless to any regulations of
these Articles, to the provisions of the Statutes and to such regulations as may be
prescribed by Special Resolution of the Company, but no regulation so made by the Company
shall invalidate any prior act of the Directors which would have been valid if such
regulation had not been made. The general powers given by this Article shall not be limited
or restricted by any special authority or power given to the Directors by any other
Article.
 105
    
    Powers and obligations in relation to the Sharing Agreement
 The Company having entered into the Sharing Agreement and the Deed Poll Guarantee, the
Directors are authorised and directed to carry into effect the provisions of the Sharing
Agreement and the Deed Poll Guarantee and any further or other agreements or arrangements
contemplated by such Agreement and Guarantee and nothing done by any Director in good faith
pursuant to such authority and obligations shall constitute a breach of the fiduciary
duties of such Director to the Company or to the members of the Company. In particular, but
without limitation to the generality of the foregoing (i) the Directors are authorised to
provide RTL and any officer, employee or agent of RTL with any information relating to the
Company; and (ii) subject to the terms of the Sharing Agreement, the Directors are
authorised to enter into, operate, and carry into effect any further or other agreements or
arrangements with or in connection with RTL and do all such things as in the opinion of the
Directors of the Company are necessary or desirable for carrying into effect the provisions
of the Sharing Agreement and the Deed Poll Guarantee or for the furtherance, maintenance or
development of the relationship with RTL constituted by or arising out of any agreement
mentioned in or made in accordance with this Article.
 106
    
    Deleted107
    
    Appointment of attorney
 The Directors may from time to time and at any time by power of attorney or otherwise
appoint any company, firm or person or any fluctuating body of persons, whether nominated
directly or indirectly by the Directors, to be the attorney or attorneys of the Company for
such purposes and with such powers, authorities and discretions (not exceeding those vested
in or exercisable by the Directors under these Articles) and for such period and subject to
such conditions as they may think fit, and any such appointment may contain such provisions
for the protection and convenience of persons dealing with any such attorney as the
Directors may think fit, and may also authorise any such attorney to sub-delegate all or
any of the powers, authorities and discretions vested in him.
 70




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108
    
    Signature on cheques etc.
  109
    
    Borrowing powers
     (i)
    
    the expression Unified Group Share Capital and Reserves
means at any time:-
 (a)
    
    the amount standing to the credit of the
unified share capital account (by whatever name called) of the Company
and RTL; plus(b)
    
    the aggregate amount standing to the credit
of the unified reserves (including any share premium account or
capital redemption reserve and the unified profit and loss account of
the Company and its subsidiary undertakings and RTL and its controlled
entities), all as shown in the latest published audited unified
balance sheet of the Company and its subsidiary undertakings and RTL
and its controlled entities, which in this Article shall have the
meaning given to that expression in the Corporations Act but (i)
adjusted as may be necessary and appropriate to take account of any
 71




---



##### 



increase in or reduction of the issued and paid-up share capital
of the Company or RTL since the date to which the said unified
balance sheet shall have been made up and any distributions (other
than dividends paid out of profits earned since such date) in cash
or in speciemade from such reserves or profit and loss account
since such date; (ii) excluding any sums set aside for taxation
and any share capital or reserves derived from any writing-up by
way of revaluation after the date of adoption of these Articles of
the Company or any of its subsidiary undertakings or RTL or any of
its controlled entities (or, in the case of a company becoming a
subsidiary undertaking of the Company or a controlled entity of
RTL after that date, the date on which such company became such a
subsidiary undertaking or controlled entity) of the book values of
any fixed assets; (iii) deducting any amount for goodwill or any
other intangible asset shown as an asset in such unified balance
sheet; (iv) not including any amounts attributable to minority
interests in subsidiary undertakings of the Company or in
controlled entities of RTL; and (v) after making such adjustments
as the Auditors may consider appropriate (including without
prejudice to the generality of the foregoing any adjustments
considered appropriate in respect of any shares or other
securities or any business or undertaking or part thereof acquired
in whole or in part in exchange for or out of the proceeds of
issue of any shares of the Company or RTL or in respect of any
subsidiary undertaking of the Company or controlled entity of RTL
not dealt with by the said unified balance sheet);
 (ii)
    
    moneys borrowed for the purpose of and within four months
applied in repaying other borrowed moneys falling to be taken into account
shall not themselves be taken into account until such application;(iii)
    
    there shall be excluded from moneys borrowed by any company
in the Rio Tinto Group or any company in the RTL Group any such moneys
borrowed which is a Project Finance Borrowing. The expression Project Finance
Borrowing means moneys borrowed to finance a project:-
 (a)
    
    which is borrowed by a single purpose company
(being a company in the Rio Tinto Group or the RTL Group) whose
principal assets and business are constituted by such project and
whose liabilities in respect of such moneys borrowed are not the
subject of a guarantee, indemnity or any other form of assurance,
undertaking or financial support from another company in the Rio Tinto
Group or the RTL Group except as expressly provided for in
sub-paragraph (b)(3) below; or
 72




---



##### 



(b)
    
    in respect of and in connection with which
the lender or lenders making such moneys borrowed available to the
relevant borrower (being a company in the Rio Tinto Group or the RTL
Group) have no recourse whatsoever to a company in the Rio Tinto Group
or the RTL Group for the repayment of or payment of any sum relating
to such moneys borrowed other than:-
 (I)
    
    recourse to the borrower
for amounts limited to the aggregate cash flow or net cash
flow (other than historic cash flow or historic net cash
flow) from such project; and/or(II)
    
    recourse to the borrower
for the purpose only of enabling amounts to be claimed in
respect of such moneys borrowed upon an enforcement of a
security interest given by the borrower over the assets
comprised in such project and/or by any shareholder or the
like in the borrower over its shares or the like in the
capital of the borrower to secure such moneys borrowed and/or
any recourse permitted by (3) below, provided that (A) the
extent of such recourse to the borrower is limited solely to
the amount of any recoveries made on any such enforcement,
and (B) such person or persons are not entitled, by virtue of
any right or claim arising out of or in connection with such
moneys borrowed, to commence proceedings for the winding-up
or dissolution of the borrower or to appoint or procure the
appointment of any receiver, trustee or similar person or
official in respect of the borrower or any of its assets
(save for the assets the subject of such security interest);
and/or(III)
    
    recourse to the borrower,
or another company in the Rio Tinto Group or the RTL Group
under a guarantee, indemnity or other form of assurance,
undertaking or financial support, which in any case (A) is
limited to a claim for damages for breach of an obligation
(not being a payment obligation) of the person against whom
such recourse is available, and/or (B) entitles the creditor
for such moneys borrowed, upon default by the borrower, such
person or any other person, to require a payment to be made
(whether to or for the benefit of such creditor, the borrower
or another person) provided that, in the case of (B), where
such payment is capable of being for an amount which is
material either alone or as a percentage of the moneys
borrowed financing the project, such recourse is capable of
being called on only during the period prior to practical
completion
 73




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##### 



of the project or of that proportion of the project being
financed by such moneys borrowed;
 (iv)
    
    the certificate of the Auditors as to the amount of the
Unified Group Share Capital and Reserves at any time shall be conclusive and
binding on all concerned.
  110
    
    The Secretary shall be appointed by the Directors on such terms and for such period as they
may think fit. Any Secretary so appointed may at any time be removed from office by the
Directors, but without prejudice to any claim for damages for breach of any contract of
service between him and the Company. If thought fit two or more persons may be appointed as
Joint Secretaries. The Directors may also appoint from time to time on such terms as they may
think fit one or more Deputy and/or Assistant Secretaries.
  111
    
    (A) The Directors shall provide for the safe custody of the Seal and any Securities Seal and
neither shall be used without the authority of the Directors or of a committee authorised by
the Directors in that behalf. The Securities Seal shall be used only for sealing securities
issued by the Company and documents creating or evidencing securities so issued.
    (i)
    
    one Director and the Secretary; or(ii)
    
    by two Directors; or(iii)
    
    by a Director in the presence of a witness who attests the
signature
  74




---



##### 



112
    
    Any Director or the Secretary or any person appointed by the Directors for the purpose shall
have power to authenticate any document affecting the constitution of the Company and any
resolution passed at a shareholders meeting or at a meeting of the Directors or any committee,
and any book, record, document or account relating to the business of the Company, and to
certify copies thereof or extracts therefrom as true copies or extracts; and where any book,
record, document or account is elsewhere than at the Office the local manager or other officer
of the Company having the custody thereof shall be deemed to be a person appointed by the
Directors as aforesaid. A document purporting to be a copy of any such resolution, or an
extract from the minutes of any such meeting, which is certified as aforesaid shall be
conclusive evidence in favour of all persons dealing with the Company upon the faith thereof
that such resolution has been duly passed or, as the case may be, that any minute so extracted
is a true and accurate record of proceedings at a duly constituted meeting.
  113
    
    Establishment of reserves
  114
    
    Business bought as from past date
  75




---



##### 



115
    
    Dividends
 pari passu
 116
    
    Distribution in specie
  117
    
    No dividend except out of profits
  118
    
    Ranking of shares for dividend
  119
    
    Manner of payment of dividends
  76




---



##### 



120
    
    Uncashed dividend cheques
  121
    
    Joint holders
  122
    
    Record date for dividends
 inter se
 123
    
    No interest on dividends
  124
    
    Retention of dividends
   (i)
    
    in respect of which any person is entitled to become a member
under the provisions as to the transmission of shares contained in these
Articles, until such person shall become a member in respect of such shares;
or(ii)
    
    which any person is under those provisions entitled to
transfer until such person shall transfer the same.
 77




---



##### 



125
    
    Unclaimed dividend
  126
    
    Waiver of dividend
   127
    
    (A) Subject to the provisions of Article 33, the Directors may, with the sanction of an
Ordinary Resolution of the Company, capitalise any sum standing to the credit of any of the
Companys reserve accounts (including any share premium account, capital redemption reserve or
other undistributable reserve) or any sum standing to the credit of profit and loss account.
   78




---



##### 



128
    
    (A) Subject to the provisions of Article 33, and as hereinafter provided, the Directors may
offer to shareholders the right to receive, in lieu of dividend (or part thereof), an
allotment of new Ordinary Shares credited as fully paid.
      79




---



##### 



pari passu
 mutatis mutandis
     129
    
    Accounting records
  130
    
    Copies of accounts for members
  80




---



##### 



131
    
    Validity of Auditors acts
  132
    
    Auditors right to attend General Meetings
   133
    
    Service of notices
      81




---



##### 



134
    
    Joint holders
    135
    
    Deceased and bankrupt members
  (i)
    
    such evidence as the Directors may reasonably require to show
his title to the share; and(ii)
    
    an address at which notices may be sent or supplied to such person,
    82




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136
    
    Overseas members
  137
    
    Uncontactable members
  138
    
    Suspension of postal services
  138A Signature or authentication of documents sent by electronic means
  139
    
    Statutory provisions as to notices
  83




---



##### 



140
    
    Directors power to petition
  141
    
    Distribution of assets in specie
 in specie
  142
    
    Subject to compliance with the requirements of any relevant system applicable to shares of
the Company in uncertificated form, the Company shall be entitled to destroy:-
      84




---



##### 



(i)
    
    the provisions aforesaid shall apply only to the destruction
of a document in good faith and without notice of any claim (regardless of the
parties thereto) to which the document might be relevant;(ii)
    
    nothing herein contained shall be construed as imposing upon
the Company any liability in respect of the destruction of any such document
earlier than as aforesaid or in any other circumstances which would not attach
to the Company in the absence of this Article;(iii)
    
    references herein to the destruction of any document include
references to the disposal thereof in any manner; and(iv)
    
    the provisions aforesaid shall not apply so as to prevent the
destruction of a document after the expiration of one year from the relevant
date if a complete record of that document has been stored on a data storage
medium, from which an exact reproduction of that document may in principle be
obtained, and the records so stored are retained by the Company for at least
the period imposed by the above provisions in respect of the original
document.
  143
    
    Indemnity
  (i)
    
    any liability incurred by or attaching to him in connection
with any negligence, default, breach of duty or breach of trust by him in
relation to the Company or any Associated Company of the Company other than:
 (a)
    
    any liability to the Company or any Associated Company;(b)
    
    any liability of the kind referred to in
Section 234(3) of the Companies Act 2006; and
 (ii)
    
    any other liability incurred by or attaching to him in the
actual or purported execution and/or discharge of his duties and/or the
exercise or purported exercise of his powers and/or otherwise in relation to
or in connection with his duties, powers or office.
  85




---



##### 



143A Insurance
  (i)
    
    any persons who are or were at any time Directors, officers
(including any former officer) or employees of any Relevant Company (as
defined in paragraph (B) of this Article); or(ii)
    
    any persons who are or were at any time trustees of any
pension fund or employees share scheme in which employees of any Relevant
Company are interested,
   143B Defence expenditure
  (i)
    
    may provide a Director, Secretary or other officer of the
Company or any Associated Company of the Company (including any former
officer) with funds to meet expenditure incurred or to be incurred by him in
defending any criminal or civil proceedings in connection with any negligence,
default, breach of duty or breach of trust by him in relation to the Company
or an Associated Company of the Company or in connection with any application
for relief under the provisions mentioned in Section 205(5) of the Companies
Act 2006; and(ii)
    
    may do anything to enable any such Director, Secretary or
other officer (including any former officer) to avoid incurring such
expenditure.
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##### 



(i)
    
    may provide a Director, Secretary or other officer of the
Company or any Associated Company of the Company (including any former
officer) with funds to meet expenditure incurred or to be incurred by him in
defending himself in an investigation by a regulatory authority or against
action proposed to be taken by a regulatory authority in connection with any
alleged negligence, default, breach of duty or breach of trust by him in
relation to the Company or any Associated Company of the Company; and(ii)
    
    may do anything to enable any such Director, Secretary or
other officer (including any former officer) to avoid incurring such
expenditure.
  144
    
    (A) Subject to the statutes and the rules (as defined in the Regulations), the Directors may
determine that any class of shares may be held in uncertificated form and that title to such shares may be transferred by means of a relevant system or that shares of any class should
cease to be held and transferred as aforesaid.
  (i)
    
    the holding of shares of that class in uncertificated form;(ii)
    
    the transfer of title to shares of that class by means of a
relevant system; or(iii)
    
    any provision of the Regulations.
 87