Finding better ways to provide the materials the world needs
Our business
We operate in 35 countries where our 60,000 employees are working to find better ways to provide the materials the world needs
Our purpose in action
Continuous improvement and innovation are part of our DNA
Innovation
The need for innovation is greater than ever
We supply the metals and minerals used to help the world grow and decarbonise
Iron Ore
The primary raw material used to make steel, which is strong, long-lasting and cost-efficient
Lithium
The lightest of all metals, it is a key element needed for low-carbon technologies
Copper
Tough but malleable, corrosion-resistant and recyclable, and an excellent conductor of heat and transmitter of electricity
Bringing to market materials critical to urbanisation and the transition to a low-carbon economy
Oyu Tolgoi
One of the most modern, safe and sustainable operations in the world
Rincon Project
A long-life, low-cost and low-carbon lithium source
Simandou Project
The world鈥檚 largest untapped high-grade iron ore deposit
Providing materials the world needs in a responsible way
Climate Change
We鈥檙e targeting net zero emissions by 2050
Nature solutions
Our nature-based solutions projects complement the work we're doing to reduce our Scope 1 and 2 emissions
Decarbonisation progress update
We have a clear plan on decarbonisation - find out more about our progress
We aim to deliver superior returns to our shareholders while safeguarding the environment and meeting our obligations to wider society
Reports 2024
Download our 2024 suite of reports, including our 2024 Taxes and Royalties Paid Report, detailing $8.4 billion of taxes and royalties paid globally during the year
Get the latest news, stories and updates
Things You Can't Live Without
Our podcast discussing what needs to happen to create a sustainable future for the everyday items we have come to rely on
The 'f' word of innovation
How unlocking innovation requires a change of mindset
Reducing titanium oxide's carbon footprint
Our BlueSmelting technology could drastically reduce carbon emissions during ore processing
Discover more about life at 熊猫体育
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If you want to drive real change, we have just the place to do it
Empowering families with flexibility
Supporting new parents of any gender with equal access to parental leave
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We operate under a dual-listed companies (DLC) structure. 熊猫体育 plc is incorporated in the UK and listed on the London Stock Exchange with ADRs listed on the New York Stock Exchange, and 熊猫体育 Limited is incorporated in Australia and listed on the Australian Securities Exchange.
Palliser Capital initially called for 熊猫体育 to collapse our DLC structure under a single Australian entity in May 2024, and subsequently together with certain other shareholders in December 2024, 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 熊猫体育 plc and 熊猫体育 Limited.
The Board’s recommendation is that shareholders vote against Resolution 21 at the 熊猫体育 Limited AGM. We also recommended that shareholders vote against Resolution 24 at the 熊猫体育 plc AGM, held on 3 April 2025.
Shareholders can and follow the prompts. To use this facility you will need your Shareholder Reference Number (SRN) or Holder Identification Number (HIN), postcode and control number as shown on your proxy form.
Proxy appointments submitted through this site must be received by 9:30am (AWST) on Tuesday, 29 April 2025.
To vote in line with the Board’s unanimous recommendation, you should mark against for Resolution 21 as follows:
Our full Board, including independent non-executive directors, undertook a comprehensive review of the DLC structure during 2024, as it does on a periodic basis. They assessed arguments for and against collapsing our DLC with the support of leading external financial and legal advisers, including detailed tax analysis by professional services firm EY.
After carefully considering the review鈥檚 findings, the Board concluded that:
Collapsing our DLC would be expected to result in:
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 also requires the formation of a committee to review a collapse of the DLC structure, with an external shareholder representative in attendance; this would be a clear deviation from established governance principles.
Learn more about why the resolution is against our shareholders鈥 best interests in the . You can also read the notices of meeting for the and the .
The Board鈥檚 comprehensive review concluded that collapsing our DLC would likely negatively impact shareholder value in the following key areas:
DLC collapse could adversely impact the individual tax position of tax-resident Australian shareholders and the 熊猫体育 share price in due course.
The Board believes that following a DLC collapse, it is highly unlikely that the 熊猫体育 Limited share price would be maintained at pre-collapse levels and that it is more likely to trend towards the weighted average of the 熊猫体育 plc and 熊猫体育 Limited share prices. On average during 2024 this was c.14% below the 熊猫体育 Limited share price.
Approximately US$40bn of additional incremental demand would be needed from Australian tax-resident shareholders to avoid this – this is significantly more than the average annual equity capital markets issuance in Australia over the last 10 years – at US$27.5bn.
Source: FactSet as of 28 February 2025. Share prices shown in A$.
What are the advantages of 熊猫体育鈥檚 DLC structure? It delivers shareholder value.
Learn more about 熊猫体育鈥檚 dual-listed companies structure.
Following the extensive review conducted in 2024, the Board unanimously concluded that the DLC structure continues to be effective and provide benefits to 熊猫体育 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.
Over the 30-year period since the inception of the DLC structure to 31 December 2024, 熊猫体育 plc has outperformed the FTSE 100 and 熊猫体育 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 熊猫体育 plc being one of the top 5 dividend payers in the FTSE-100.
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.
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 熊猫体育 and our shareholders, while unification under 熊猫体育 Limited would be value destructive and against the best interests of shareholders and 熊猫体育 as a whole.
Franking credits are tax credits available to shareholders which arise from Australian corporate tax paid on profits generated by 熊猫体育 Limited’s Australian assets. Franking credits are available only to 熊猫体育 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 熊猫体育 plc and 熊猫体育 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.
Franking credits are currently distributed to 熊猫体育 Limited shareholders only through the dividend paid by 熊猫体育 Limited.
Under a unified structure, instead of franking credits just being distributed to existing 熊猫体育 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 熊猫体育 would be able to pay fully franked dividends in the longer term under a unified structure under 熊猫体育 Limited.
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.
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.
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.
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 熊猫体育 and our shareholders if made public.
The DLC structure provides us with the ability to offer equity in either 熊猫体育 plc or 熊猫体育 Limited to raise capital or use as share consideration in acquisitions. This gives 熊猫体育 flexibility to execute strategic M&A. Since the formation of the DLC structure, 熊猫体育 has undertaken strategic M&A using stock and/or cash. In each case 熊猫体育 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 熊猫体育’s acquisition of Comalco, 熊猫体育’s acquisition of Ashton and BHP Billiton’s proposed acquisition of 熊猫体育.
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 熊猫体育 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 熊猫体育 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.
熊猫体育’s directors therefore unanimously recommend that you vote AGAINST Resolution 24 at the 熊猫体育 plc AGM and Resolution 21 at the 熊猫体育 Limited AGM.
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The Board unanimously concluded that the DLC structure continues to be effective and provide benefits to 熊猫体育 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).
We are putting forward this proposal as a Joint Decision Matter to be voted on by both 熊猫体育 plc and 熊猫体育 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.
熊猫体育’s directors continue to unanimously recommend that you vote against Resolution 24 at the 熊猫体育 plc AGM and Resolution 21 at the 熊猫体育 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 熊猫体育 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.
The rationale for BHP’s unification does not apply to 熊猫体育 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.
A Joint Decision Matter enables shareholders of 熊猫体育 plc and 熊猫体育 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 熊猫体育 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.
The Board unanimously concluded that the DLC structure continues to be effective and provide benefits to 熊猫体育 and our shareholders, whilst unification would be value destructive to shareholders and against the best interests of shareholders and 熊猫体育 as a whole.
The Board’s recommendation is that shareholders vote against the resolution.
Details on how to attend and vote are set out in the notices of meetings for the 熊猫体育 plc and 熊猫体育 Limited annual general meetings.
Shareholders who are unable to participate in the meeting are strongly encouraged to complete and submit a proxy form. For 熊猫体育 plc shareholders, proxy forms must be submitted by no later than 11:00am (BST) on Tuesday, 1 April 2025. For 熊猫体育 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.
The Board had understood Palliser intended for its requisition to be put to 熊猫体育 plc shareholders only, given it was submitted to 熊猫体育 plc with reference to its Annual General Meeting only. Once Palliser clarified this was not its intent, the Board agreed that it was appropriate to put forward the resolution to both 熊猫体育 plc and 熊猫体育 Limited shareholders at their respective annual general meetings.
How we process personal data provided or obtained through this website.
With the exception of the use of cookies, 熊猫体育 generally does not seek to collect personal data through this website. However if you choose to provide personal data to 熊猫体育 through this website (for example, by sending us an email), we will process that personal data to answer your query and if relevant, to manage our business relationship with you or your company. We won't process that personal data for other purposes except where required to meet our legal obligations or otherwise as authorised by law and notified to you.
If you choose to subscribe to our media releases or other communications, you can unsubscribe at any time (by following the instructions in the email or by contacting us).
With your consent, our website uses cookies to distinguish you from other users of our website. This helps us to provide you with a good experience when you browse our website and also allows us to improve our site. A cookie is a small file of letters and numbers that we store on your browser or the hard drive of your computer if you agree. Cookies contain information that is transferred to your computer's hard drive.
As some data privacy laws regulate IP addresses and other information collected through the use of cookies as personal data, 熊猫体育’s processing of such personal data needs to comply with its Data Privacy Standard (see Part 1 of our Privacy Policy), and also applicable data privacy laws.
With the exception of the use of cookies (explained below), 熊猫体育 generally does not seek to collect personal data through this website. However if you choose to provide personal data to 熊猫体育 through this website (for example, by sending us an email), we will process that personal data to answer your query and if relevant, to manage our business relationship with you or your company. We won't process that personal data for other purposes except where required to meet our legal obligations or otherwise as authorised by law and notified to you.
Part 1 of this Privacy Policy contains the 熊猫体育 Data Privacy Standard, which provides an overview of 熊猫体育’s approach to personal data processing. There is additional information in the appendices to the Data Privacy Standard, including information about disclosures, trans-border data transfers, the exercise of data subject rights and how to make complaints or obtain further information relating to 熊猫体育’s processing of your personal data.
If you choose to subscribe to our media releases or other communications, you can unsubscribe at any time (by following the instructions in the email or by contacting us at digital.comms@riotinto.com).
With your consent, our website uses cookies to distinguish you from other users of our website. This helps us to provide you with a good experience when you browse our website and also allows us to improve our site.
A cookie is a small file of letters and numbers that we store on your browser or the hard drive of your computer if you agree. Cookies contain information that is transferred to your computer's hard drive.
As some data privacy laws regulate IP addresses and other information collected through the use of cookies as personal data, 熊猫体育’s processing of such personal data needs to comply with its Data Privacy Standard (see Part 1 of this Privacy Policy), and also applicable data privacy laws.
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