ESTRUCTURA

Opinion of PricewaterhouseCoopers LLP on the financial statements to the members of Rio Tinto plc

In our opinion:

– The financial statements, defined below, give a true and fair view of the state of the Group’s and of Rio Tinto plc’s affairs as at 31 December 2014 and of the Group’s profit and cash flows for the year then ended;

– the Group financial statements have been properly prepared in accordance with International Financial Reporting Standards (“IFRSs”) as adopted by the European Union;

– the Rio Tinto plc company financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and – the financial statements have been prepared in accordance with the requirements of the Companies Act 2006 and, as regards the Group financial statements,

Article 4 of the IAS Regulation.

Separate opinion of PricewaterhouseCoopers LLP in relation to IFRSs as issued by the IASB

As explained in note 1 to the financial statements, the Group, in addition to applying IFRSs as adopted by the European Union, has also applied IFRSs as issued by the International Accounting Standards Board (IASB).

In our opinion, the Group financial statements comply with IFRSs as issued by the IASB.

Opinion of PricewaterhouseCoopers on the financial report to the members of Rio Tinto Limited

In our opinion:

– the financial report of Rio Tinto Limited is in accordance with the Corporations Act 2001 as amended by the ASIC Order, including:

i. giving a true and fair view of the Group’s financial position as at 31 December 2014 and of its performance for the year ended on that date; ii. complying with the Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Regulations 2001;

and

– The Group’s financial report also complies with IFRSs as disclosed in note 1.

What we have audited

The Rio Tinto Group financial statements comprise: – the Group balance sheet as at 31 December 2014;

– the Group income statement and statement of comprehensive income for the year then ended; – the Group cash flow statement for the year then ended;

– the Group statement of changes in equity for the year then ended;

– notes 1 – 46 to the financial statements, which include a summary of significant accounting policies and other explanatory information; – the outline of dual listed companies structure and basis of financial statements; and

– the Rio Tinto financial information by business unit.

The Group’s financial statements and the Rio Tinto plc company financial statements are referred to in this report as the “financial statements”.

Certain required disclosures have been presented elsewhere in the Annual Report rather than in the notes to the financial statements. These are cross-referenced from the financial statements and are identified as audited.

PricewaterhouseCoopers LLP has audited the Rio Tinto plc company financial statements for the year ended 31 December 2014 which comprise the Rio Tinto plc company balance sheet and the related notes. PricewaterhouseCoopers has audited the Reconciliation with Australian Accounting Standards and the Rio Tinto Limited financial report, which comprises the financial statements and the Directors’ declaration on page 184.

The financial reporting framework that has been applied in the preparation of the Group financial statements is applicable law in the United Kingdom, applicable law in Australia as amended by the ASIC Order (described in the Annual Report under the heading “Australian Corporations Act – Summary of ASIC relief”) and International Financial Reporting Standards (IFRSs) as adopted by the European Union and as issued by the IASB.

The financial reporting framework that has been applied in the preparation of the Rio Tinto plc company financial statements is applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice).

Our audit approach

Overview

Materiality Overall group materiality: $600 million which represents 5% of profit before tax adjusted for items excluded from underlying earnings (as defined in note 2 to the financial statements).

Scope We identified 3 business units which, in our view, required an audit of their complete financial information, either due to their size or their risk characteristics. Those business units were Hamersley Iron, Robe River and Escondida.

Specific audit procedures on certain balances and transactions were performed at a further 14 business units.

Areas of focus – Impairment assessments (including indicators of impairment and impairment reversal) of indefinite-lived intangible assets (Rio Tinto Alcan) and property, plant & equipment (both Rio Tinto Alcan and Oyu Tolgoi).

– Taxation including provisions for uncertain tax positions and accounting for the consequences of the repeal of the Mineral Resource Rent Tax (MRRT).

– Provisions for close-down, restoration and environmental obligations. – Defined benefit pension plan surpluses and deficits.

– Impact of finance transformation, including shared services transition, on the control environment.

The scope of our audit and our areas of focus

We conducted our audit in accordance with International Standards on Auditing (UK and Ireland) (“ISAs (UK & Ireland)”) and Australian Auditing Standards (“ASAs”).

We designed our audit by determining materiality and assessing the risks of material misstatement in the financial statements. In particular, we looked at where the directors made subjective judgements, for example in respect of significant accounting estimates that involved making assumptions and considering future events that are inherently uncertain. As in all of our audits, we also addressed the risk of management override of internal controls, including evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.

The risks of material misstatement that had the greatest effect on our audit, including the allocation of our resources and effort, are identified as “areas of focus” in the table below. We have also set out how we tailored our audit to address these specific areas in order to provide an opinion on the financial statements as a whole, and any comments we make on the results of our procedures should be read in this context. This is not a complete list of all risks identified by our audit.

Area of focus How our audit addressed the area of focus

Impairment/reversal of impairment assessment

Rio Tinto has goodwill of $1,228 million, indefinite-lived intangible assets of $1,981 million and property, plant & equipment of $68,693 million as at 31 December 2014, contained within 54 cash generating units (“CGUs”). Impairment charges to goodwill, indefinite-lived intangible assets and property, plant & equipment have been recognised in prior periods.

For the CGUs which contain Rio Tinto’s goodwill, indefinite-lived intangible assets and property, plant and equipment, the determination of recoverable amount, being the higher of value-in-use and fair value less costs to dispose, requires judgement on the part of management in both identifying and then valuing the relevant CGUs. Recoverable amounts are based on management’s view of variables such as future commodity prices, timing and approval of future capital and operating expenditure and the most appropriate discount rate.

All CGUs containing goodwill and indefinite-lived intangible assets must be tested for impairment on an annual basis.

Management must also determine the recoverable amount for other assets including property, plant & equipment when impairment indicators are identified. As at 30 September 2014, being management’s testing date, the Oyu Tolgoi CGU had a carrying value of $8,163 million and management identified an impairment indicator due to the ongoing delays in the development of the underground project and therefore performed a full impairment assessment to determine the recoverable amount of these assets.

As well as considering indicators of impairment, for assets other than goodwill and indefinite-lived intangible assets management must determine whether any indicators of reversal of previous impairments are apparent. In particular, for certain business units within Rio Tinto Alcan, management assessed whether previously recorded impairments against property, plant & equipment should be reversed in light of improved profitability and cash flows.

Refer to note 6 for management’s conclusions.

We satisfied ourselves as to the appropriateness of management’s identification of the Group’s CGUs and controls over the impairment assessment process, including indicators of impairment and impairment reversal.

We benchmarked key market related assumptions in management’s valuation models, including commodity prices, foreign exchange rates and discount rates, against external data where available, using our valuations expertise.

We verified the mathematical accuracy of the cash flow models and agreed relevant data to the latest Life of Mine/production plans and budgets. For Oyu Tolgoi we also read the latest feasibility study and assessed through sensitivity analysis the potential impact of further delays to the restart of the underground project.

In assessing potential impairment reversals within the Primary Metal – Pacific Aluminium CGU of Rio Tinto Alcan, we considered the sustainability of cost improvements and regional and product price premia in the determination of the CGU’s recoverable amount.

We validated the appropriateness of the related disclosures in note 6 of the financial statements, including the sensitivities provided with respect to Oyu Tolgoi. STRATEGIC R EPORT D IRECTORS’ R EPORT FINANCIAL S TATEMENTS PRODUCTION, R ESERVES AND O PERATIONS ADDITIONAL INFORMATION

Independent auditors’ report of PricewaterhouseCoopers LLP to the members of Rio Tinto plc and

PricewaterhouseCoopers to the members of Rio Tinto Limited continued

Area of focus How our audit addressed the area of focus

Taxation

Provisions for uncertain tax positions:

The Group operates across a large number of jurisdictions and is subject to periodic challenges by local tax authorities on a range of tax matters during the normal course of business including transfer pricing, indirect taxes and transaction related tax matters. As at 31 December 2014, the Group has current and non-current taxes payable of $1,170 million. Where the amount of tax payable or recoverable is uncertain, Rio Tinto establishes provisions based on the Group’s judgement of the probable amount of the liability or recovery.

Minerals Resource Rent Tax:

In 2014 the Australian government repealed the Minerals Resource Rent Tax (MRRT) with effect from 30 September 2014. The nature of MRRT and the complexity of the associated accounting considerations made this an area of focus.

We assessed the Group’s process for identifying uncertain tax positions and the related accounting policy of provisioning for tax exposures.

We used our specialist tax knowledge to gain an understanding of the current status of tax investigations and monitored changes in ongoing disputes by reading recent rulings and correspondence with local tax authorities, as well as external advice received by the Group where relevant, to establish that the tax provisions had been appropriately adjusted to reflect the latest external developments.

We verified the accuracy of the utilisation of the MRRT deferred tax asset from 1 January 2014 to the date of repeal and the subsequent write-off of the remaining MRRT deferred tax asset at that date.

We also satisfied ourselves that the classification of the write-off of the MRRT deferred tax asset as an exclusion from underlying earnings was consistent with the Group’s accounting policies and appropriately disclosed in the financial statements.

Close-down, restoration and environmental obligations

Rio Tinto has provisions for close-down, restoration and environmental obligations of $8,630 million at 31 December 2014.

The calculation of these provisions requires management judgement in estimating these future costs, given the unique nature of each site and the potential associated obligations, taking into account for example likely advances in technology prior to the work commencing and determining the timing of any such work taking place. These calculations also require management to determine an appropriate rate to discount these future costs back to their net present value.

The judgement required to estimate such costs is further compounded by the fact that the restoration and rehabilitation of each site is relatively unique and there has been limited restoration and rehabilitation activity and historical precedent against which to benchmark estimates of future costs.

The Group reviews the close-down, restoration and environment obligations on a semi-annual basis, using experts to provide support in its assessment as appropriate. This review incorporates the effects of any changes in local regulations and management’s expected approach to restoration and rehabilitation.

We assessed management’s process for the review of provisions, and performed detailed testing of the movements in the provision during the year for 5 business units based on the associated risk of misstatement and materiality.

As part of our testing, we evaluated the legal and/or constructive obligations with respect to the restoration and rehabilitation for each of these business units to assess the appropriateness of the intended method of restoration and rehabilitation and associated cost estimate.

We also considered the competence and objectivity of management’s experts, whether internal or external to Rio, who produced the cost estimates. We validated the accuracy of calculations and the appropriateness of the discount rate.

Defined benefit pension plan surpluses and deficits

The Group has approximately 60 defined benefit pension plans. The total fair value of plan assets is $15,219 million, and total present value of obligations is $17,852 million, which are significant in the context of the overall balance sheet of the Group.

The valuation of the pension liabilities requires judgement in determining appropriate assumptions, such as inflation levels, discount rates and mortality rates. Movements in these assumptions can have a material impact on the determination of the liability. Management uses external actuaries to assist in assessing these assumptions.

Judgement is also involved in the measurement of the fair value of certain pension assets.

We used our actuarial expertise to satisfy ourselves that the assumptions used in calculating the pension plan liabilities, including comparing salary increases and mortality rate assumptions, were consistent with relevant national and industry benchmarks. We also verified that the discount and inflation rates used in the valuation of the pension liabilities were consistent with our internally developed benchmarks and with other companies reporting as at 31 December 2014.

For pension plan assets, we obtained third party confirmations of ownership and valuations of pension assets, and re-performed a sample of the valuations independently.

Area of focus How our audit addressed the area of focus

Finance transformation – Shared services transition

The shared services transition element of Rio Tinto’s Finance transformation programme includes the centralisation and outsourcing of certain back office finance activities (excluding key controls) to a third-party provider. The programme commenced in 2014 and is expected to run during 2015 and into 2016.

Certain of the activities being transitioned were previously undertaken in Rio Tinto’s own shared services centres. A number of business unit finance processes have also been, or are being, transitioned.

This centralisation of processes and transfer of responsibilities creates a risk of loss of knowledge which could adversely affect the controls during the transition period. There is also a risk that controls over financial reporting, which rely on those activities that have been, or are to be, transitioned may not be designed and/or operate effectively.

We obtained a detailed understanding of the Group’s shared services transition plans, including the timing of business unit transitions and extent of activities being transferred. We assessed the implementation of management’s plans through the following procedures:

– We visited the outsourced shared service centre to observe the manner in which the knowledge transfer was being conducted.

– We assessed the design effectiveness of internal controls over financial reporting in the processes impacted at both the Group and business unit levels.

– We tested the operating effectiveness of key controls which operate within Rio Tinto’s retained organisation.

– In respect of the third-party outsourced service provider:

– We evaluated the ‘Statement of Works’ governing the service level agreements with Rio Tinto and the associated key performance indicators. – We obtained a report from an independent third party on the Service

Organisation Controls performed in accordance with the Statement on Standards for Attestation Engagements (SSAE) No. 16. This provided evidence about the operating effectiveness of governance and entity level controls operated by the outsourced service provider.

How we tailored the audit scope

We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the financial statements as a whole, taking into account the geographic structure of the Group, the accounting processes and controls, and the industry in which the Group operates.

The Group is organised into five product groups being Aluminium, Copper, Diamonds & Minerals, Energy, and Iron Ore, which are all supported by centralised functions. Each product group is made up of a number of operating businesses which represent separate business units. The Group financial statements are a consolidation of business units, comprising the Group’s operating businesses and centralised functions. Based on this, we determined the appropriate business units to perform work over based on factors such as the size of the balances, the areas of focus as noted above, known or historical accounting issues and the desire to include some unpredictability in our audit procedures.

In establishing the overall approach to the group audit, we determined the type of work that needed to be performed at business units by us, as the Group engagement team, or component auditors from either other PwC network firms or non-PwC firms operating under our instruction. Where the work was performed by component auditors, we determined the level of involvement we needed to have in the audit work at those business units to be able to conclude whether sufficient appropriate audit evidence had been obtained as a basis for our opinion on the Group financial statements as a whole. In 2014, we identified 3 business units which, in our view, required an audit of their complete financial information, either due to their size or their risk characteristics. Those business units were Hamersley Iron, Robe River and Escondida. Specific audit procedures on certain balances and transactions were performed at a further 14 business units. We performed work centrally in the areas of IT general controls, manual journals, taxation, pensions and treasury related procedures. In 2014, we also performed procedures on the shared services transition as noted above.

Our Group engagement team involvement included site visits, conference calls with our component audit teams, review of our component auditor work papers, attendance at component audit clearance meetings, and other forms of communication as considered necessary depending on the significance of the component and the extent of accounting and audit issues arising.

Materiality

The scope of our audit is influenced by our application of materiality. We set certain quantitative thresholds for materiality. These, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, both individually and on the financial statements as a whole.

Based on our professional judgement, we determined materiality for the financial statements as a whole as follows: Overall group materiality $600 million (2013: $600 million).

How we determined it 5% of profit before tax adjusted for items excluded from underlying earnings (as defined in note 2 to the