Addressing calls to unify Rio Tinto’s dual-listed company structure

Benefits of a dual-listed company structure

We operate under a dual-listed companies (DLC) structure. Rio Tinto plc is incorporated in the UK and listed on the London Stock Exchange with ADRs listed on the New York Stock Exchange, and Rio Tinto Limited is incorporated in Australia and listed on the Australian Securities Exchange.

In December 2024, Palliser Capital called for Rio Tinto to unify our DLC structure and, together with certain other shareholders, submitted a resolution for an independent review of the structure. That resolution, outlined in the Notice of Meeting, will be voted on during the 2025 annual general meetings of Rio Tinto plc and Rio Tinto Limited.

The Board’s recommendation is that shareholders vote against Resolution 24 at the Rio Tinto plc AGM and Resolution 21 at the Rio Tinto Limited AGM.

Our response to Palliser Capital’s resolution

Our Board undertook a comprehensive review of the DLC structure during 2024, as it does on a periodic basis. They assessed arguments for and against unification with the support of leading external financial and legal advisers, including detailed tax analysis by professional services firm EY.

The Board carefully considered the findings of the review and concluded that the DLC structure continues to be effective and provide benefits to Rio Tinto and its shareholders, while unification would destroy value for our shareholders. DLC unification would result in:

expected tax costs in the mid-single digit US$ billions
significant wastage of franking credits, and would be expected to result in Rio Tinto being unable to pay fully franked dividends in the longer term
the share price of a unified Rio Tinto being likely to trend towards the weighted average of the Rio Tinto plc and Rio Tinto Limited share prices.

Given the findings of the 2024 review, the Board unanimously believes that the resolution is highly duplicative and unnecessary. There is no basis for expecting that an additional review, including an independent expert report, would lead to a different conclusion.

The resolution requires the formation of a committee to review a unification of the DLC structure, with an external shareholder representative in attendance, which marks a clear deviation from established governance principles.

Learn more about our Board’s response to the resolution put forward by Palliser Capital and certain other shareholders, and why it’s against our shareholders’ best interests, in the board presentation. You can also read the notices of meeting for the Rio Tinto plc AGM and the Rio Tinto Limited AGM.

Benefits of a dual-listed company structure

What are the advantages of Rio Tinto’s DLC structure? It delivers shareholder value.

1. Access to global markets

The DLC structure provides access to significant depth of liquidity in demand for, and trading of, Rio Tinto shares.
This is achieved through primary listings and premium index inclusion in 2 major capital markets and mining investment centres.
Rio Tinto plc has a pre-eminent position in the UK market as the default investment in the mining sector.
Rio Tinto plc is one of the 10 largest companies and top 5 dividend payers in the FTSE-100 index.

2. Above industry average shareholder returns

Since implementing our shareholders returns policy in 2016, we have consistently delivered cash returns to shareholders at the upper end of the 40% to 60% range, in line with or above key peers.
Total cash returns to shareholders over the longer term are expected to be in the range of 40% to 60% of underlying earnings in aggregate through the cycle.

3. Franking credit tax benefits

The DLC structure means we can use franking credits more efficiently.
Rio Tinto Limited has paid fully franked dividends to shareholders since the DLC structure formed in 1995 and will continue to do so in the long term under the DLC structure.
However, we expect a DLC unification would result in a significant "wastage" of franking credits and may adversely affect the share price of a unified Rio Tinto.
A unified Rio Tinto may be unable to pay fully franked dividends in the longer term, which may adversely affect the individual tax position of Australian shareholders.

Learn more about Rio Tinto’s dual-listed company structure.

Dual-listed companies structure

The Rio Tinto Group consists of Rio Tinto plc, which is registered in England and Wales, and Rio Tinto Limited, which is registered in Australia.

Learn more about Rio Tinto’s dual-listed company structure

Frequently asked questions

What are the main benefits of maintaining the DLC structure?

Following the extensive review conducted in 2024, the Board unanimously concluded that the DLC structure continues to be effective and provide benefits to Rio Tinto and our shareholders.

The DLC provides access to significant depth of liquidity through primary listings and premium index inclusion in 2 major capital markets and mining investment centres, with a pre-eminent position in the UK market.

The DLC provides flexibility to raise capital, pursue strategic mergers and acquisitions (M&A), and deliver shareholder returns – in fact, we have undertaken these activities several times in the past.

The DLC structure also enables a more efficient utilisation of franking credits.

Have we delivered under the DLC structure?

Over the 30-year period since the inception of the DLC structure to 31 December 2024, Rio Tinto plc has outperformed the FTSE 100 and Rio Tinto Limited has outperformed the ASX 200 – both in terms of share price performance as well as on a total shareholder return basis.

Over the last 9 years, we have consistently delivered shareholder returns at the upper end of our 40-60% underlying earnings guidance range.

The DLC structure also fully supports our shareholder returns policy with Rio Tinto plc being one of the top 5 dividend payers in the FTSE-100.

Has the Board engaged thoroughly on this issue?

The Board undertook a comprehensive review of the DLC structure during 2024 with substantial input and advice from leading external financial and legal advisers, including detailed tax analysis undertaken by professional services firm EY.

The Company has also held 7 meetings with Palliser Capital, including with our Chairman, CEO and CFO.

Throughout 2024 and 2025, until now, we have been, and will keep, engaging openly with all our shareholders on this topic and will be open to any feedback.

How recently has the Board undertaken a review into the DLC structure and has this review been supported by any 3^rd parties?

The Board undertook a comprehensive review of the DLC structure during 2024 with substantial input and advice from leading external financial and legal advisers, including detailed tax analysis undertaken by professional services firm EY.

Following this comprehensive review, the unanimous conclusion of the Board continues to be that the DLC structure should be retained. The DLC structure continues to be effective and provides benefits to Rio Tinto and our shareholders, while unification under Rio Tinto Limited would be value destructive and against the best interests of shareholders and Rio Tinto as a whole.

Why is our DLC structure different to those of other previous DLCs?

Every DLC structure is different and are a feature of how the businesses came together, the geographical locations of the businesses with significant assets, and the distribution of shareholders on each side of the DLC structure. In short, no DLC structure is the same and therefore the advantages and disadvantages of unification will differ between them.

What would the tax implications be of unification under the Limited line?

According to detailed analysis undertaken by external professional services firm EY, unification would generate one-off tax costs of mid-single-digit billions of US dollars.

What should investors keep in mind when comparing the Grant Thornton report commissioned by Palliser and the analysis conducted by Rio Tinto and our external financial advisors, including EY?

The Grant Thornton desktop report merely advances Palliser’s previously published arguments. Our Board had already considered these arguments as part of the in-depth DLC unification review.

Importantly, Grant Thornton’s desktop report, and its conclusions, relied on publicly available information. In its assessment of the tax costs of unification, Grant Thornton relied on the assessment of Palliser Capital’s own undisclosed “independent” tax advisor and publicly available information.

We note that the Grant Thornton report neither provides any supporting evidence to back up Palliser’s assertions regarding the alleged US$50 billion value destruction, nor addresses this argument at all.

We also note that the report comes with major caveats and disclaimers, such as to not rely on it, and was further commissioned and paid for by Palliser.

Why can’t we publish the EY review of unification tax costs?

It is neither appropriate nor customary to publish detailed tax analyses as they contain confidential and highly commercially sensitive information, which would be materially prejudicial to the interests of Rio Tinto and our shareholders if made public.

What are franking credits, and how can I benefit from them?

Franking credits are tax credits available to shareholders which arise from Australian corporate tax paid on profits generated by Rio Tinto Limited’s Australian assets. Franking credits are available only to Rio Tinto Limited shareholders that are Australian residents for the purposes of tax. They enable such shareholders to reduce the tax on dividends (up to a maximum rate of 30%).

Franking credits provide an exemption from Australian dividend withholding tax if payable to shareholders who are not tax residents in Australia but cannot otherwise be utilised by such shareholders.

Franking credits are therefore effectively wasted in the hands of a non-Australian resident shareholder.

Under a unified structure, franking credits would be attached to all dividends, meaning a significant wastage, because non-Australian shareholders cannot use the credits “given to them”.

83% of the investor base of the combined ownership of the Group (both Rio Tinto plc and Rio Tinto Limited) is located outside Australia.

To understand if franking credits are available to you or if you can benefit from them, you should seek independent legal and tax advice tailored to your circumstances.

How would unification impact the distribution of franking credits versus how they are currently distributed?

Franking credits are currently distributed to Rio Tinto Limited shareholders only through the dividend paid by Rio Tinto Limited.

Under a unified structure, instead of franking credits just being distributed to existing Rio Tinto Limited shareholders, the credits would be attached to all dividends, meaning a significant wastage as non-Australian tax resident shareholders cannot use them.

In addition, the Board does not believe that Rio Tinto would be able to pay fully franked dividends in the longer term under a unified structure under Rio Tinto Limited.

Is the DLC structure an impediment on us undertaking strategic mergers and acquisitions (M&A)?

The DLC structure provides us with the ability to offer equity in either Rio Tinto plc or Rio Tinto Limited to raise capital or use as share consideration in acquisitions. This gives Rio Tinto flexibility to execute strategic M&A. Since the formation of the DLC structure, Rio Tinto has undertaken strategic M&A using stock and/or cash. In each case Rio Tinto carefully evaluates all acquisition funding options to deliver the optimal outcome for shareholders. The DLC structure does not prevent share-based acquisitions, as demonstrated by previous transactions by DLC acquirers, including Rio Tinto’s acquisition of Comalco, Rio Tinto’s acquisition of Ashton and BHP Billiton’s proposed acquisition of Rio Tinto.

Why are you recommending that shareholders vote against the resolution?

The Board undertook a comprehensive review of the DLC structure during 2024, assessing the arguments for and against unification. The review included substantial input and advice from leading external financial and legal advisers, including detailed tax analysis undertaken by professional services firm EY.

The Board carefully considered the findings of the review and unanimously concluded that the DLC structure continues to be effective and provide benefits to Rio Tinto and our shareholders.

Given the rigorous process undertaken and the findings of the review in 2024, the Board believes that the proposed review requested by Palliser would be highly duplicative, and that unification is not in the best interests of shareholders and Rio Tinto as a whole.

The resolution requires the formation of a committee to review a unification of the DLC structure, with an external shareholder representative in attendance, which marks a clear deviation from established governance principles.

Rio Tinto’s directors therefore unanimously recommend that you vote AGAINST Resolution 24 at the Rio Tinto plc AGM and Resolution 21 at the Rio Tinto Limited AGM.

The detailed reasons for our recommendation can be seen here.

Why doesn’t the Board just allow an independent review of the DLC structure and settle the question once and for all?

The Board undertook a comprehensive review of the DLC structure during 2024, assessing the arguments for and against unification. The review included substantial input and advice from leading external financial and legal advisers, including detailed tax analysis undertaken by professional services firm EY.

The Board unanimously concluded that the DLC structure continues to be effective and provide benefits to Rio Tinto and our shareholders, while unification would destroy value to shareholders.

Given the rigorous process undertaken and the findings of the review in 2024, the Board firmly believes that a further review as proposed by the resolution would be highly duplicative and unnecessary.

It would also divert significant company resources and time away from critical focus on strategy execution (such as integrating the recently acquired Arcadium Lithium).

Why is this proposal going to be voted on by both PLC and Limited shareholders?

We are putting forward this proposal as a Joint Decision Matter to be voted on by both Rio Tinto plc and Rio Tinto Limited shareholders following a clarification from Palliser Capital on their original submission that their intention had been to have this voted on at each meeting.

This does not change the Board’s recommendation that shareholders vote against the resolution.

Following the differing recommendations from the Proxy advisers, what is the Board’s perspective?

Rio Tinto’s directors continue to unanimously recommend that you vote against Resolution 24 at the Rio Tinto plc AGM and Resolution 21 at the Rio Tinto Limited AGM.

The Board undertook a comprehensive review of the DLC structure during 2024, assessing the arguments for and against unification. The review included substantial input and advice from leading external financial and legal advisers, including detailed tax analysis undertaken by professional services firm EY.

The Board carefully considered the findings of the review and unanimously concluded that the DLC structure continues to be effective and provide benefits to Rio Tinto and our shareholders. A further review of a DLC unification is duplicative and would divert company resources and time away from critical focus on strategy execution.

Also, the Resolution requires the formation of a committee to review a unification of the DLC structure, despite the full Board, with all independent directors, having done so, with an “external shareholder representative” in attendance. This marks a clear deviation from established governance principles and fundamentally risks undermining the Board’s role.

How does the issue of unification differ when comparing Rio Tinto differ from BHP, which unified its DLC structure in 2022?

The rationale for BHP’s unification does not apply to Rio Tinto for several reasons, including the location, growth outlook tax profile of the Group’s assets, and the scale of the entity to be absorbed by the acquiring entity in a DLC unification under the Limited company. These fundamental differences impact both up-front execution of any DLC unification and long-term shareholder value.

What is the process for a Joint Decision Matter and when will the result be announced?

A Joint Decision Matter enables shareholders of Rio Tinto plc and Rio Tinto Limited to vote as a joint electorate.

The results of the resolution will be determined when the relevant polls are closed at the end of the Rio Tinto Limited meeting, scheduled for 1 May 2025.

The results of the resolution will be announced to the relevant stock exchanges and posted on our website after that date.

As an investor what should I do?

The Board undertook a comprehensive review of the DLC structure during 2024, assessing the arguments for and against unification. The review included substantial input and advice from leading external financial and legal advisers, including detailed tax analysis undertaken by professional services firm EY.

The Board unanimously concluded that the DLC structure continues to be effective and provide benefits to Rio Tinto and our shareholders, whilst unification would be value destructive to shareholders and against the best interests of shareholders and Rio Tinto as a whole.

The Board’s recommendation is that shareholders vote against the resolution.

How do I vote on this Resolution?

Details on how to attend and vote are set out in the notices of meetings for the Rio Tinto plc and Rio Tinto Limited annual general meetings.

Shareholders who are unable to participate in the meeting are strongly encouraged to complete and submit a proxy form. For Rio Tinto plc shareholders, proxy forms must be submitted by no later than 11:00am (BST) on Tuesday, 1 April 2025. For Rio Tinto Limited shareholders, proxy forms must be submitted by no later than 9:30am (AWST) on Tuesday, 29 April 2025. Submitting a proxy form will ensure your vote is recorded, but does not prevent you from participating and voting at the meeting either in person, or online.

The notices of meeting contain further information on how to submit a proxy form and attend the meeting.

Cautionary and supporting statements

This webpage has been prepared by Rio Tinto plc and Rio Tinto Limited (together with their subsidiaries, “Rio Tinto”).

By accessing this webpage, you acknowledge that you have read and understood the following statements.
Forward-looking statements

This webpage includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts included on this webpage, including, without limitation, those regarding Rio Tinto’s financial position, business strategy, plans and objectives of management for future operations (including development plans and objectives relating to Rio Tinto’s products, production forecasts and reserve and resource positions), are forward-looking statements. The words “intend”, “aim”, “project”, “anticipate”, “estimate”, “plan”, “believes”, “expects”, “may”, “should”, “will”, “target”, "considers", "would", "continue", “set to” or similar expressions, commonly identify such forward-looking statements.

Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Rio Tinto, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements, particularly in light of the current economic climate. Such forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and on numerous assumptions regarding Rio Tinto’s present and future business strategies and the environment in which Rio Tinto will operate in the future. Among the important factors that could cause Rio Tinto’s actual results, performance or achievements to differ materially from those in the forward-looking statements include, but are not limited to: an inability to live up to Rio Tinto’s values and any resultant damage to its reputation; the impacts of geopolitics on trade and investment; the impacts of climate change and the transition to a low-carbon future; an inability to successfully execute and/or realise value from acquisitions and divestments; the level of new ore resources, including the results of exploration programmes and/or acquisitions; disruption to strategic partnerships that play a material role in delivering growth, production, cash or market positioning; damage to Rio Tinto’s relationships with communities and governments; an inability to attract and retain requisite skilled people; declines in commodity prices and adverse exchange rate movements; an inability to raise sufficient funds for capital investment; inadequate estimates of ore resources and reserves; delays or overruns of large and complex projects; changes in tax regulation; safety incidents or major hazard events; cyber breaches; physical impacts from climate change; the impacts of water scarcity; natural disasters; an inability to successfully manage the closure, reclamation and rehabilitation of sites; the impacts of civil unrest; the impacts of the Ukraine conflict; breaches of Rio Tinto’s policies, standard and procedures, laws or regulations; trade tensions between the world’s major economies; increasing societal and investor expectations, in particular with regard to environmental, social and governance considerations; the impacts of technological advancements; and such other risks identified in Rio Tinto’s most recent Annual Report and accounts in Australia and the United Kingdom and the most recent Annual Report on Form 20-F, which was filed with the United States Securities and Exchange Commission (the “SEC”) on February 20, 2025, or Form 6-Ks furnished to, or filed with, the SEC. If any one or more of these risks or uncertainties materialises or if any one or more of the assumptions prove incorrect, actual results may differ materially from those expected, estimated or projected. Forward-looking statements should, therefore, be construed in light of such risk factors and undue reliance should not be placed on forward-looking statements. Actual results, performance or achievements may differ materially from those expressed or implied in those statements and any projections and assumptions on which these statements are based. These statements may assume the success of Rio Tinto’s business strategies, the success of which may not be realised within the period for which the forward-looking statements may have been prepared, or at all. No guarantee, representation or warranty, express or implied, is made as to the accuracy, likelihood of achievement or reasonableness of any forward-looking statements contained on this webpage. All subsequent oral or written forward-looking statements attributable to Rio Tinto or any of its respective associates, directors, officers, employees or advisers, are expressly qualified in their entirety by the cautionary statement above. Rio Tinto expressly disclaims any obligation or undertaking (except as required by applicable law, the UK Listing Rules, the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority and the Listing Rules of the Australian Securities Exchange) to release publicly any updates or revisions to any forward-looking statement contained herein to reflect any change in Rio Tinto’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

Nothing on this webpage should be interpreted to mean that future earnings per share of Rio Tinto plc or Rio Tinto Limited will necessarily match or exceed its historical published earnings per share. Past performance cannot be relied on as a guide to future performance.
Disclaimer

This webpage may not be published or reproduced in any form, except as permitted by Rio Tinto. By accessing this webpage, you agree with the foregoing.

This webpage contains a number of non-IFRS financial measures. Rio Tinto management considers these to be key financial performance indicators of the business and they are defined and/or reconciled in Rio Tinto’s annual results press release, Annual Report and accounts in Australia and the United Kingdom and/or the most recent Annual Report on Form 20-F, which was filed with the SEC on February 20, 2025, or Form 6-Ks furnished to, or filed with, the SEC.

Reference to consensus figures are not based on Rio Tinto’s own opinions, estimates or forecasts and are compiled and published without comment from, or endorsement or verification by, Rio Tinto. The consensus figures do not necessarily reflect guidance provided from time to time by Rio Tinto where given in relation to equivalent metrics, which to the extent available can be found on the Rio Tinto website.

By referencing consensus figures, Rio Tinto does not imply that it endorses, confirms or expresses a view on the consensus figures. The consensus figures are provided for informational purposes only and are not intended to, nor do they, constitute investment advice or any solicitation to buy, hold or sell securities or other financial instruments. No warranty or representation, either express or implied, is made by Rio Tinto or its affiliates, or their respective directors, officers and employees, in relation to the accuracy, completeness or achievability of the consensus figures and, to the fullest extent permitted by law, no responsibility or liability is accepted by any of those persons in respect of those matters.

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Addressing calls to unify Rio Tinto’s dual-listed company structure

Benefits of a dual-listed company structure

Our response to Palliser Capital’s resolution