Rio Tinto Group (RIO) Proxy Filing summary

Executive summary

• Definitive agreement to acquire 100% of Arcadium Lithium for $5.85 per share in cash; transaction positioned to expand lithium operations and complement aluminium and copper businesses.

• Combination intended to use financial strength and project-delivery capabilities to accelerate Arcadium’s development pipeline and build a leading lithium business.

• Completion expected in 2025, subject to shareholder and regulatory approvals; until closing, the businesses remain separate.

Voting matters and shareholder proposals

• Arcadium shareholder vote required to implement the acquisition through a Jersey scheme of arrangement; customary regulatory approvals are also required.

• Arcadium shareholders were advised to review the forthcoming proxy statement and related SEC filings before deciding how to respond to the transaction.

Board of directors and corporate governance

• The transaction received unanimous approval from both boards; Arcadium’s CEO said its board unanimously supported the offer.