Palliser Capital Responds to Rio Tinto’s Decision to Allow Australian Shareholders to Vote on Merits of Unification at Limited AGM

Palliser Capital (“Palliser”) today reacts to the decision by Rio Tinto’s Board to allow the shareholders of Rio Tinto Limited (ASX: RIO) to vote on its co-filed resolution at the upcoming Limited AGM.

Despite Palliser’s resolution being included on the AGM agenda for Rio Tinto Plc (LSE: RIO), the Rio Tinto Board originally failed to submit that same resolution to the Limited AGM. Rio Tinto has now amended its AGM notices, originally posted on 19 February 2025, to include the unification-related resolution at the LTD AGM.

The Board’s original misstep effectively disenfranchised 23% of shareholders from having their say on the matter, further exposing the serious corporate governance shortcomings of this archaic structure.

James Smith, Founder and Chief Investment Officer of Palliser, explains:

“The Board’s initial stance, that Palliser would have to co-file a further resolution at the Limited AGM in order for all shareholders to have an equal chance to vote, has made a mockery of the entire DLC structure. We are pleased that by pushing back hard with our concerns, the Directors have finally opted away from disenfranchising Limited shareholders.”

The constitutional documents of Rio Tinto’s DLC require the directors to submit resolutions to a combined vote, such that the aggregate group of shareholders are treated as a single and equal electorate. It is the Board’s fiduciary duty to protect the combined voting structure of the DLC for the benefit of all shareholders.

James Smith notes:

“Our resolution is focused on creating an independent, fair and transparent pathway to assessing the benefits of unification for all shareholders. Based on the overwhelming commercial logic behind no less than twelve precedent unifications, including key peer BHP, we believe that unification would not only allow Rio Tinto to achieve a considerable increase in valuation, but also optimize its capital allocation choices and unlock significant corporate governance improvements.”

Full details are available on Palliser’s website dedicated to its ongoing engagement with Rio Tinto: UnifyRio.com.

About Palliser Capital

Palliser Capital is a global multi-strategy fund. Our value-oriented investment philosophy is applied to a broad range of opportunities across the capital structure with a focus on situations where positive change and value enhancement can be achieved through thoughtful, constructive and long-term engagement with companies and across a range of different stakeholder groups.

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