Part 1

Dual listed structure

An explanation of the dual listed companies structure (DLC), which unified Rio Tinto plc and Rio Tinto Limited in 1995, can be found in the Shareholder information section.

Memorandum and articles of association

Rio Tinto plc's articles of association were adopted by special resolution passed on 11 April 2002 and amended on 14 April 2005. Rio Tinto Limited's constitution was adopted by special resolution passed on 24 May 2000 and amended by special resolutions passed on 18 April 2002 and 29 April 2005.

Activities and business review

Details of the Group's results, operations and principal activities, likely future developments, significant changes during the year and post balance sheet events are set out in the Chairman's message, the Interview with the chief executive and in the Review of operations.

As permitted by sections 299(3) and 299A(3) of the Australian Corporations Act 2001, information which may be unreasonably
prejudicial, regarding likely future developments in, and the expected results of the operations of the Group or its strategies and prospects has been omitted.

The Group's principal risks and uncertainties are described under Risk factors on page 6 of the 2006 Annual report and financial statements.

Share capital, buybacks and options

On 3 February 2005 the Group announced, subject to market conditions, an intention to return up to US$1,500 million of capital to shareholders during the course of 2005 and 2006, and that this would include an off-market buyback of Rio Tinto Limited shares through a tender process. On 2 February 2006 the Group announced, subject to market conditions, an intention to return a total of up to US$4,000 million of capital to shareholders during the course of 2006 and 2007, comprising a special dividend of US$1,500 million, and a share buyback programme of US$2,500 million. This replaced the remainder of US$528 million from the US$1,500 million programme announced on 3 February 2005.

On 27 October 2006 the Group announced, subject to market conditions, a US$3,000 million increase in the programme to US$7,000 million which would be returned to shareholders by the end of 2007.

At the annual general meetings held during April and May 2006 the shareholders:

• renewed the general authority to buy back up to 106.5 million of Rio Tinto plc's ordinary shares, representing approximately ten per cent of its issued share capital for a further 12 month period;
• approved buy backs by Rio Tinto Limited under off-market buyback tenders and/or on-market over the 12 months following approval, provided that the number bought back did not exceed 28.5 million shares; and
• renewed the shareholder authorities to buy back up to all the Rio Tinto Limited shares held (indirectly) by Rio Tinto plc.

Shareholders will be asked to renew these authorities at the 2007 annual general meetings.

During 2006 Rio Tinto plc bought back 47,140,000 ordinary shares under the buyback programme, representing approximately 4.4 per cent of its issued share capital, on the open market for US$2,395 million. Of these, 800,000 were cancelled and 46,340,000 were held as treasury shares.

During 2006, to satisfy obligations under employee share plans, Rio Tinto plc issued 1,265,570 ordinary shares and reissued 1,117,021 ordinary shares from treasury, and Rio Tinto Limited purchased on market and transferred 1,483,007 shares.

Also during the year, the Companies' registrars purchased on market 1,183,718 Rio Tinto plc ordinary shares and 1,153,825 Rio Tinto Limited shares to satisfy obligations to shareholders under the dividend reinvestment plans.

Notes

1. Rio Tinto plc ordinary shares of 10p each; Rio Tinto Limited shares.
2. The average prices paid have been translated into US dollars at the exchange rate on the day of settlement.
3. The average prices paid for shares purchased each month between 1 January 2006 and 31 May 2006 have, where applicable, been restated to include stamp duty.
4. Shares purchased by the Companies' registrars in connection with the dividend reinvestment plans and employee share plans were not deemed to form part of any publicly announced plan or programme.

Between 1 January 2007 and 9 February 2007, Rio Tinto plc bought back a further 6,785,000 shares for an aggregate consideration of US$350.5 million and, in connection with employee share plans, Rio Tinto plc issued 193,235 ordinary shares and reissued 25,642 ordinary shares from treasury and Rio Tinto Limited's registrars purchased on market and delivered 188,810 shares.

Share options over 1,237,382 Rio Tinto plc ordinary shares and 1,202,717 Rio Tinto Limited shares were granted in connection with employee share plans during 2006, and as at 9 February 2007 there were options outstanding over 6,406,246 Rio Tinto plc ordinary shares and 5,590,662 Rio Tinto Limited shares. Upon exercise, options may be satisfied by the issue of new shares, the purchase of shares on market, or, in the case of Rio Tinto plc, from treasury shares.

There were no changes to the authorised capital of Rio Tinto plc during the year.