UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934

October 25, 2022


Commission file number: 001-10533Commission file number: 001-34121


Rio Tinto plcRio Tinto Limited
ABN 96 004 458 404
(Translation of registrant’s name into English)(Translation of registrant’s name into English)


6 St. James’s SquareLevel 43, 120 Collins Street
London, SW1Y 4AD, United Kingdom
Melbourne, Victoria 3000, Australia
(Address of principal executive offices)(Address of principal executive offices)



Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F ☒ Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐




EXHIBITS

99.1    Stock Exchange announcement dated 25 October 2022 entitled ‘Results of Rio Tinto general meetings relating to the proposed joint venture with China Baowu Steel Group Co., Ltd
99.2    Stock Exchange announcement dated 25 October 2022 entitled ‘Rio Tinto plc and Rio Tinto Limited general meetings – Address by the Chair





SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned, thereunto duly authorised.

Rio Tinto plcRio Tinto Limited
(Registrant)(Registrant)
By/s/ Steve AllenBy/s/ Steve Allen
NameSteve AllenNameSteve Allen
TitleCompany SecretaryTitleJoint Company Secretary
Date25 October 2022Date25 October 2022


ex1votingresults10252022
Notice to ASX/LSE Notice to ASX/LSE Page 1 of 4 25 October 2022 Results of Rio Tinto general meetings relating to the proposed joint venture with China Baowu Steel Group Co., Ltd The general meetings of Rio Tinto plc and Rio Tinto Limited relating to the proposed joint venture with China Baowu Steel Group Co., Ltd were held on 25 October 2022 as contemporaneous meetings in London and Perth respectively. Under Rio Tinto’s dual listed companies structure (DLC) established in 1995, decisions on significant matters affecting shareholders of Rio Tinto plc and Rio Tinto Limited in similar ways are put to both Rio Tinto plc and Rio Tinto Limited shareholders on a poll by way of a joint electoral procedure. Resolutions 1 and 2 contained in the notices of meeting of each of Rio Tinto plc and Rio Tinto Limited fall into this category. Information on the final proxy position for each company is detailed in Appendix 1, and the votes cast on each resolution as a percentage of the issued capital of each company is set out on our website at riotinto.com/gm2022. Resolutions 1 and 2 as set out below were each duly carried as ordinary resolutions. The results of the polls were as follows: Resolution Total Votes Cast For Against Withheld/ Abstained ¹ Number % Number % 1. a) For the purposes of ASX Listing Rule 10.1 and all other purposes, to approve the Transaction, and the entry into and performance of the Transaction Documents; and b) to authorise the Directors (or any duly constituted committee thereof) to do all necessary, expedient or desirable things to implement, complete or to procure the implementation or completion of the Transaction and any matters incidental to the Transaction with such non- material modifications, variations, revisions, waivers or amendments as they may deem necessary, expedient or desirable. 1,129,949,198 1,127,123,620 99.75 2,825,578 0.25 2,463,339 2. Subject to, and conditional upon passing of Resolution 1, and for the purpose of ASX Listing Rule 10.1 only, to approve any acquisition or disposal of a substantial asset from or to China Baowu Steel Group Co., Ltd or its associates pursuant to a Future Transaction.2 1,129,881,043 1,126,750,638 99.72 3,130,405 0.28 2,531,494 1 In calculating the results of the respective polls under the joint electoral procedure, "withheld" votes at Rio Tinto plc’s meeting are aggregated with "abstained" votes at Rio Tinto Limited’s meeting. For all relevant purposes "withheld" votes and "abstained" votes have the same meaning. They are not included in the calculation of the proportion of votes for and against each resolution. "Withheld" votes and "abstained" votes do not have the same meaning as votes that are required to be "disregarded" under ASX Listing Rule 10. 2 Resolution 2 was conditional upon Resolution 1 being passed. EXHIBIT 99.1


 
Notice to ASX/LSE Page 2 of 4 The results of the Rio Tinto plc polls were certified by the scrutineer, Computershare Investor Services PLC, and the results of the Rio Tinto Limited polls were as reported by the duly appointed returning officer, a representative of Computershare Investor Services Pty Limited. Rio Tinto is aware that a number of votes cast in favour of each of the resolutions put to the shareholders of Rio Tinto plc and Rio Tinto Limited have been cast by entities which may be considered under Australian Securities Exchange (ASX) Listing Rule 10.1 to be associates of China Baowu Steel Group Co., Ltd (Associates’ Votes). The Associates’ Votes include votes cast by Shining Prospect Pte. Ltd (a subsidiary of the Aluminum Corporation of China (Chinalco)) which holds 14.61% of the voting rights in Rio Tinto plc, giving it voting power of 11.26% in the Rio Tinto Group on Joint Decision Matters. If the Associates’ Votes cast in favour of Resolutions 1 and 2 were treated as if they had not been cast, as required under ASX Listing Rule 10, Resolutions 1 and 2 would nevertheless have passed with the requisite majority. The proposed joint venture with China Baowu Steel Group remains subject to a number of other conditions precedent being satisfied. Subject to satisfaction of those conditions, the transaction is expected to be finalised in late 2022 and, following receipt of all necessary approvals, construction is expected to commence in 2023.


 
Notice to ASX/LSE Page 3 of 4 Contacts Please direct all enquiries to media.enquiries@riotinto.com Media Relations, UK Matthew Klar M+ 44 7796 630 637 David Outhwaite M +44 7787 597 493 Media Relations, Americas Simon Letendre M +1 514 796 4973 Malika Cherry M +1 418 592 7293 Investor Relations, UK Menno Sanderse M: +44 7825 195 178 David Ovington M +44 7920 010 978 Clare Peever M +44 7788 967 877 Media Relations, Australia Matt Chambers M +61 433 525 739 Jesse Riseborough M +61 436 653 412 Investor Relations, Australia Tom Gallop M +61 439 353 948 Amar Jambaa M +61 472 865 948 Rio Tinto plc 6 St James’s Square London SW1Y 4AD United Kingdom T +44 20 7781 2000 Registered in England No. 719885 Rio Tinto Limited Level 43, 120 Collins Street Melbourne 3000 Australia T +61 3 9283 3333 Registered in Australia ABN 96 004 458 404 This announcement is authorised for release to the market by Steve Allen, Rio Tinto’s Group Company Secretary. riotinto.com


 
Notice to ASX/LSE Page 4 of 4 Appendix 1 FINAL PROXY POSITION Shareholders are encouraged to look at the voting figures provided in the main part of this announcement, as proxy figures may not be an accurate indication of the voting at the general meetings; a proxy is an authority or direction to the proxy holder to vote and not a vote itself. As such, the proxy figures do not reflect the votes cast by shareholders who attend the meeting in person, or through an attorney or corporate representative. References in this appendix in respect of Resolutions 1 and 2 to an appointment specifying that a proxy abstain on a resolution should, when referring to voting at Rio Tinto plc’s general meeting, be taken as references to the appointment specifying that the proxy withhold from voting on a resolution. The proxy position for each company (excluding the proxy votes carried from one meeting to the other meeting by the Special Voting Shares in accordance with the DLC structure) on the resolutions put to both Rio Tinto plc and Rio Tinto Limited shareholders under the joint electoral procedure was as follows: PROXY POSITION FOR RIO TINTO PLC AND RIO TINTO LIMITED ON JOINT DECISIONS 1 Rio Tinto plc Rio Tinto Limited 1 a) For the purposes of ASX Listing Rule 10.1 and all other purposes, to approve the Transaction, and the entry into and performance of the Transaction Documents; and b) to authorise the Directors (or any duly constituted committee thereof) to do all necessary, expedient or desirable things to implement, complete or to procure the implementation or completion of the Transaction and any matters incidental to the Transaction with such non-material modifications, variations, revisions, waivers or amendments as they may deem necessary, expedient or desirable. Total number of proxy votes exercisable by all proxies validly appointed: 924,040,464 205,888,977 Total number of proxy votes in respect of which the appointments specified that the proxy: (i) was to vote for the resolution 921,860,628 203,276,416 (ii) was to vote against the resolution 1,982,001 843,607 (iii) was to abstain on the resolution 1,925,954 537,385 (iv) may vote at the proxy's discretion 197,835 1,768,954 2 Subject to, and conditional upon passing of Resolution 1, and for the purpose of ASX Listing Rule 10.1 only, to approve any acquisition or disposal of a substantial asset from or to China Baowu Steel Group Co., Ltd or its associates pursuant to a Future Transaction. Total number of proxy votes exercisable by all proxies validly appointed: 923,982,917 205,878,369 Total number of proxy votes in respect of which the appointments specified that the proxy: (i) was to vote for the resolution 921,662,334 203,097,525 (ii) was to vote against the resolution 2,120,551 1,009,884 (iii) was to abstain on the resolution 1,983,501 547,993 (iv) may vote at the proxy's discretion 200,032 1,770,960 1 The total number of proxy votes may include Associates’ Votes. Refer to the main part of this announcement for further details.


 
ex2speech10252022
Notice to ASX 25 October 2022 Rio Tinto plc and Rio Tinto Limited general meetings – Address by the Chair Dominic Barton, Chair Rio Tinto plc and Rio Tinto Limited 2022 general meetings, London and Perth **Check against delivery** Good morning to everyone here in London and good afternoon to everyone in Perth. My name is Dominic Barton, I am the Chair of Rio Tinto, and I am pleased to welcome you to the general meetings of Rio Tinto plc here in London, and Rio Tinto Limited in Perth. These meetings have been convened to approve Rio Tinto’s entry into a joint venture with China Baowu Steel Group to develop the Western Range Mine in the Pilbara, and the associated iron ore offtake agreement. Details of this transaction are set out in the shareholder circulars published on 15 September 2022. As quorums are present, I now declare the general meetings open. First, I would like to acknowledge the traditional owners of the land that we are meeting on in Perth today, the Wadjuk people of the Noongar Nation, and pay my respects to their elders past and present. I'd like also to acknowledge the traditional owners of the lands where we operate and thank them for their continued custodianship of their country. I also acknowledge that the decisions we make in today’s meeting may impact the land of the Yinhawangka people, and I pay my respects to their elders past and present. The general meetings in London and in Perth are being held contemporaneously by audio-visual link, pursuant to the Rio Tinto plc Articles of Association and the Rio Tinto Limited constitution. To introduce to you those on stage in both locations, with me in London, we have, from your left: Rio Tinto’s Chief Financial Officer, Peter Cunningham; our Chief Executive, Jakob Stausholm; and on your right, our Group Company Secretary, Steve Allen. On stage in Perth, we have two of our Australian Non-Executive Directors, from your left: Ben Wyatt; and Simon McKeon; And our Australian Company Secretary, Tim Paine. We also have Simon Trott, our Chief Executive - Iron Ore in attendance at the Perth meeting. I will be chairing both meetings, but I also appoint Simon McKeon as the supplementary chair of the meeting in Perth to have all the powers necessary for the purpose of keeping good order at that meeting. When the time comes for shareholders to ask any questions they may have, those present at the Rio Tinto Limited meeting in Perth will be able to address questions to me via the audio‑visual communication facilities. If the audio-visual communication facilities linking the contemporaneous meetings fail for any reason, the meetings will not be invalidated. The two meetings will proceed from that point as separate meetings. Simon McKeon would then chair the Rio Tinto Limited meeting. As I mentioned, the purpose of today’s meetings is to vote on the proposal before you, namely to approve the entry into a joint venture with China Baowu Steel Group to develop the Western Range Mine in the Pilbara, and the associated iron ore offtake agreement. EXHIBIT 99.2


 
Notice to ASX/LSE Page 2 of 4 I propose that, with your consent, the notice of the meeting set out in the shareholder circular should be taken as read. The meeting has been called because Baowu, for the reasons set out in the shareholder circular, is considered to be in a position of influence in relation to Rio Tinto Limited for the purposes of the Listing Rules of the Australian Securities Exchange. This assessment, together with the aggregated value of the various elements of the transaction as further described in the shareholder circular, mean the transaction requires shareholder approval under the ASX Listing Rules. Under the Listing Rules of the London Stock Exchange, the transaction is viewed as a ‘smaller related party transaction’, for which shareholder approval is not required. However, Rio Tinto operates under a dual-listed companies structure, which is governed by an agreement known as the DLC merger sharing agreement. This agreement regulates the relationship between Rio Tinto Limited and Rio Tinto plc under that structure, and provides that all shareholders must vote as a joint electorate on certain matters which affect shareholders of both companies in similar ways. These are referred to as “Joint Decisions”. Approval of this transaction is a “Joint Decision” matter and as such, shareholders of both Rio Tinto Limited and Rio Tinto plc will be asked to vote on the resolutions to be put to shareholders today, and their votes will be aggregated as a joint electorate. Now, I am sure you will be aware of the background to the transaction from our public statements over the past few weeks and the shareholder circular, but let me provide some context to this general meeting today. The Western Range Joint Venture and associated offtake agreement present the opportunity for Rio Tinto to extend its valuable relationship with Baowu, which has continued for more than four decades. The existing Bao-Hi Joint Venture - which we entered into with Baowu in 2002 - has been a key component of that relationship, and has enabled the development and success of the Eastern Range Mine in the Pilbara. Baowu is an important strategic partner for Rio Tinto, including in relation to collaboration on research and development projects to reduce carbon emissions and improve environmental performance across the steel value chain. We announced in 2019 that we had entered into a Heads of Agreement with Baowu to discuss a potential joint venture with respect to the Western Range deposit in the Pilbara. We are extremely pleased to have reached agreement on the joint venture and associated offtake with Baowu, and to invest US$2 billion jointly to develop the Western Range Mine. The joint venture is for the production of 275 million tonnes of iron ore over approximately 13 years, which will be supported by a long term iron ore sales agreement with Baowu at market prices for up to a total of 126.5 million tonnes, representing Baowu’s equity interest in the Western Range Joint Venture production. Rio Tinto’s share in the joint venture will be 54%, and Baowu’s will be 46%. This development underpins Rio Tinto’s commitment to investing in new mines in Australia, supporting employment and economic development in the region. The construction phase will support approximately 1,600 jobs, with the mine requiring about 800 ongoing operational roles which are expected to be filled by existing workers transitioning from other sites in the Paraburdoo mining hub. Rio Tinto has worked closely with the Yinhawangka People, who are the Traditional Owners on whose country Western Range is situated, to develop a Social and Cultural Heritage Management Plan for the project. The co‑developed management plan and mine design ensures the protection of significant social and cultural heritage values at Western Range. Developing Western Range also secures further sources of Brockman type iron ore for inclusion in Rio Tinto’s flagship ‘Pilbara Blend’ iron ore products and supports Rio Tinto’s existing Pilbara iron ore production capacity. The transaction is subject to all conditions precedent being satisfied, as set out in the shareholder circular, including your approval as shareholders. Subject to satisfaction of those conditions, the transaction would be expected to be finalised later this year and, following receipt of all necessary approvals, construction is expected to commence in 2023.


 
Notice to ASX/LSE Page 3 of 4 As required by the ASX Listing Rules, Rio Tinto has obtained an Independent Expert’s Report prepared by Deloitte, which has concluded that the terms of the transaction are fair and reasonable to independent shareholders. The full report was contained in the circular to shareholders. You will see from the notices of meeting that are set out in your shareholder circular that there are two resolutions for your consideration today. Both resolutions are proposed as ordinary resolutions and require a simple majority of votes cast. All voting will be decided by way of a poll. Resolution 1 seeks shareholder approval to enter into the transaction for all purposes, including for the purpose of ASX Listing Rule 10.1, which regulates transactions with parties in a position of influence, such as related parties or their associates. Resolution 2 seeks shareholder approval for certain transactions with Baowu or its associates that are specifically contemplated by the Western Range Joint Venture documents, and for which approval by Rio Tinto shareholders may be required under the ASX Listing Rules, depending on the value and the nature of the transactions. By way of example, these potential ‘future transactions’ relating to the joint venture include: • An exercise of standard pre-emptive rights provisions in the joint venture documents; and • A right for Rio Tinto to purchase the assets of the JV on termination of the joint venture, at fair value based on independent expert valuations. The full list of ‘future transactions’ to which this resolution relates is set out in the shareholder circular. Importantly, Resolution 2 seeks approval for these future transactions for the purposes of ASX Listing Rule 10.1 only. If any of the future transactions required other regulatory or shareholder approvals, Rio Tinto would need to seek those at the relevant time. As the potential future transactions are incidental to the Western Range Joint Venture, Resolution 2 is conditional on Resolution 1 being passed with the required majority, but Resolution 1 is not conditional on Resolution 2 being passed. The Board considers the transaction is in the best interests of shareholders and unanimously recommends that you vote in favour of both Resolutions. Each Director who beneficially holds Rio Tinto Shares intends to vote in favour of both Resolutions in respect of their beneficial holdings. I will now take questions. [Q&A] I would like to thank all of you for your participation in today’s meeting and continued support of Rio Tinto. I now declare the meeting closed.


 
Notice to ASX/LSE Page 4 of 4 Contacts Please direct all enquiries to media.enquiries@riotinto.com Media Relations, UK Matthew Klar M+ 44 7796 630 637 David Outhwaite M +44 7787 597 493 Media Relations, Americas Simon Letendre M +1 514 796 4973 Malika Cherry M +1 418 592 7293 Investor Relations, UK Menno Sanderse M: +44 7825 195 178 David Ovington M +44 7920 010 978 Clare Peever M +44 7788 967 877 Media Relations, Australia Matt Chambers M +61 433 525 739 Jesse Riseborough M +61 436 653 412 Investor Relations, Australia Tom Gallop M +61 439 353 948 Amar Jambaa M +61 472 865 948 Rio Tinto plc 6 St James’s Square London SW1Y 4AD United Kingdom T +44 20 7781 2000 Registered in England No. 719885 Rio Tinto Limited Level 43, 120 Collins Street Melbourne 3000 Australia T +61 3 9283 3333 Registered in Australia ABN 96 004 458 404 This announcement is authorised for release to the market by Steve Allen, Rio Tinto’s Group Company Secretary. riotinto.com