Rio Tinto Limited successfully completes A$560 million off-market share buy-back

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Rio Tinto Limited successfully completes A$560 million off-market share buy-back

7 April 2015

Rio Tinto has successfully completed its off-market buy-back tender of Rio Tinto Limited shares, which was increased to A$560 million from the indicative A$500 million announced due to strong demand. The buy-back price was A$48.44 per share which represented a discount of 14 per cent to the market price for Rio Tinto Limited shares¹. The buy-back was announced on 12 February 2015 as part of the Group's proposed US$2 billion capital return programme.

Rio Tinto Limited bought back around 11.6 million shares, at an aggregate cost of approximately A$560 million (US$425 million). This represents 2.65 per cent of Rio Tinto Limited's issued capital (0.63 per cent of the Rio Tinto Group's issued capital²).

The on-market buy-back of Rio Tinto plc shares, which will continue until the end of the year, will now total approximately US$1,575 million. To date, approximately 4.2 million Rio Tinto plc shares have been repurchased at an average price of £29.99 per share for an aggregate consideration of approximately US$189 million.

Important Notices

The buy-back was not available to Excluded Foreign Persons. This includes shareholders to whom Rio Tinto Limited would be prohibited from paying money, shareholders to whom the invitation may not be lawfully made or shareholders whose participation in the buy-back is not permitted.

In particular, the buy-back was not available to persons located in the United States or who are US Persons (as defined in Regulation S of the United States Securities Act of 1933). This announcement, and any other documents related to the buy-back, are not for distribution, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia).

Certain statements contained in this announcement, including statements regarding the implementation of our capital management programme and its effect on our business, may constitute "forward looking statements" for the purposes of applicable securities laws. Rio Tinto undertakes no obligation to revise the forward looking statements included in this announcement to reflect any future events or circumstances. Rio Tinto's actual results, performance or achievements could differ materially from the results expressed in, or implied by, these forward looking statements. Factors that could cause or contribute to such differences include, for example, the general trading and economic conditions affecting Rio Tinto.

1 Based on the volume weighted average price of Rio Tinto Limited's ordinary shares traded on the ASX over the five trading days up to and including 2 April 2015.

2 Based on the aggregate number of ordinary shares in issue in Rio Tinto Limited and Rio Tinto plc as at the close of trading on 2 April 2015 on the ASX and the London Stock Exchange respectively.