eh1300442_ex9901.htm

Disclosure Requirement under Form 58-101F1		Teck Compliance	Comments & Discussion
1.
(a)	Disclose the identity of directors who are independent.	Yes	The Board has determined that all of the directors of the Corporation with the exception of Messrs. Keevil, Keevil III and Lindsay are independent. See disclosure under the “Election of Directors” section of this Management Proxy Circular.
(b)	Disclose the identity of directors who are not independent, and describe the basis for that determination.	Yes	See disclosure under the “Election of Directors” section of this Management Proxy Circular.
(c)	Disclose whether or not a majority of directors are independent. If a majority of directors are not independent, describe what the board of directors (the “Board”) does to facilitate its exercise of independent judgment in carrying out its responsibilities.	Yes	11 of 14 or 79% of the Corporation’s current directors are independent.
(d)	If a director is presently a director of any other issuer that is a reporting issuer (or the equivalent) in a jurisdiction or a foreign jurisdiction, identify both the director and the other issuer.	Yes	Such other directorships have been disclosed in the “Nominees for Election to the Board” section of this Management Proxy Circular.
(e)	Disclose whether or not the independent directors hold regularly scheduled meetings at which non-independent directors and members of management are not in attendance. If the independent directors hold such meetings, disclose the number of meetings held since the beginning of the issuer’s most recently completed financial year. If the independent directors do not hold such meetings, describe what the Board does to facilitate open and candid discussion among its independent directors.	Yes	The Board has adopted a policy for the independent members of the Board to meet without Management present at every meeting of the Board. These sessions are of no fixed duration and participating directors are encouraged to raise and discuss any issues of concern. In camera sessions are on each meeting agenda and were held at four meetings of the Board in 2012.

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Disclosure Requirement under Form 58-101F1		Teck Compliance	Comments & Discussion
(f)	Disclose whether or not the chair of the Board is an independent director. If the Board has a Chair or Lead Director who is an independent director, disclose the identity of the independent Chair or Lead Director, and describe his or her role and responsibilities. If the Board has neither a Chair that is independent nor a Lead Director that is independent, describe what the Board does to provide leadership for its independent directors.	Yes	Norman B. Keevil serves as the Board Chair, and is not an independent director. He has served as Board Chair since 2001. Warren Seyffert, an independent director, was appointed Lead Director on February 12, 2008 and Deputy Chairman, on April 22, 2009. A position description for the Deputy Chairman & Lead Director has been developed and approved by the Board. Amongst other things, the Lead Director is expected to:
			(a)	provide leadership to ensure effective functioning of the Board;
			(b)	lead in the assessment of Board performance; and
			(c)	act as an effective liaison between the Board and Management.

(g)	Disclose the attendance record of each director for all Board meetings held since the beginning of the issuer’s most recently completed financial year.	Yes	Attendance records are fully disclosed on pages 8 to 13 of this Management Proxy Circular. Directors are expected to attend all meetings of the Board and Board committees upon which they serve, to come to such meetings fully prepared, and to remain in attendance for the duration of the meetings.
2.	Disclose the text of the Board’s written mandate. If the Board does not have a written mandate, how the Board delineates its role and responsibilities.	Yes	The Board of Directors’ Mandate is found in this Management Proxy Circular in Schedule A.
3.
(a)	Disclose whether or not the Board has developed written position descriptions for the Chair and the Chair of each Board committee. If the Board has not developed written position descriptions for the Chair and/or the Chair of each Board committee, briefly describe how the Board delineates the role and responsibilities of each such position.	Yes	A position description for the Board and Executive Committee Chair and each Board Committee Chair (which are attached to the relevant Board Committee Charters) has been developed and approved by the Board.

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Disclosure Requirement under Form 58-101F1		Teck Compliance	Comments & Discussion
(b)	Disclose whether or not the Board and CEO have developed a written position description for the CEO. If the Board and CEO have not developed such a position description, briefly describe how the Board delineates the role and responsibilities of the CEO.	Yes	A written position description for the CEO has been developed and approved by the Board. The CEO reports to the Board and has general supervision and control over the business and affairs of the Corporation. Amongst other things, the CEO is expected to:
			(a)	foster a corporate culture that promotes ethical practices, encourages individual integrity and fulfils social responsibility;
			(b)	develop and recommend to the Board a long-term strategy and vision for the Corporation that leads to creation of shareholder value;
			(c)	develop and recommend to the Board annual business plans and budgets that support the Corporation’s long-term strategy; and
			(d)	consistently strive to achieve the Corporation’s financial and operating goals and objectives.
4.
(a)	Briefly describe what measures the Board takes to orient new directors regarding the role of the Board, its committees and its directors, and the nature and operation of the issuer’s business.	Yes	The Board has adopted a New Director Orientation Program designed to:
			(a)	provide each new director with a baseline of knowledge about the Corporation that will serve as a basis for informed decision-making;
			(b)	tailor the program for each new director, taking into account his or her unique mix of skills, experience, education, knowledge and needs; and
			(c)	deliver information over a period of time to minimize the likelihood of overload and maximize the lasting educational impact.

			The orientation program consists of a combination of written materials, one-on-one meetings with senior Management, site visits and other briefings and training as appropriate.

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Disclosure Requirement under Form 58-101F1		Teck Compliance	Comments & Discussion
(b)	Briefly describe what measures, if any, the Board takes to provide continuing education for its directors. If the Board does not provide continuing education, describe how the Board ensures that its directors maintain the skill and knowledge necessary for them to meet their obligations as directors.	Yes	The Board recognizes the importance of ongoing director education and the need for each director to take personal responsibility for this process. To facilitate ongoing education, the Corporation has a formal program of continuing education in place, and, as part of that program:
			(a)	has developed a directors’ intranet site to facilitate the exchange of views and published information;
			(b)	encourages presentations by internal and outside experts to the Board or committees on matters of particular import or emerging significance;
			(c)	provides briefings on matters of particular interest in advance of scheduled Board meetings;
			(d)	distributes written background materials on matters of relevance to the Corporation’s business;
			(e)	arranges tours of mine sites and other operations for groups of directors or committees of the Board, where directors have direct contact with operating management; and
			(f)	identifies external opportunities for continuing education, such as industry conferences, which may be of interest to individual directors.
			Directors participate as discussion leaders and panelists on topical issues facing the Corporation and the industry at annual strategic planning meetings.
5.(a)
(i)	Disclose whether or not the Board has adopted a written code for its directors, officers and employees. If the Board has adopted a written code, disclose how a person or company may obtain a copy of the written code.	Yes	The Board has adopted a Code of Ethics. The complete text of the Code of Ethics, as well as other governance related documents, can be found at www.teck.com and are available in print to any shareholder who requests them from the Corporate Secretary.
(ii)	If the Board has adopted a written code, describe how the Board monitors compliance with its code, or if the Board does not monitor compliance, explain whether and how the Board satisfies itself regarding compliance with its code.	Yes	Management reports quarterly to the Board on the operation of the Corporation’s fraud reporting system and its Whistleblower Hotline. Staff employees, officers and directors annually certify their compliance with the Code of Ethics.

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Disclosure Requirement under Form 58-101F1		Teck Compliance	Comments & Discussion
(iii)	If the Board has adopted a written code, provide a cross-reference to any material change report filed since the beginning of the issuer’s most recently completed financial year that pertains to any conduct of a director or executive officer that constitutes a departure from the code.	Yes	The Corporation has not had occasion to file any such report.
(b)	Describe any steps the Board takes to ensure directors exercise independent judgment in considering transactions and agreements in respect of which a director or executive officer has a material interest.	Yes	Each director must possess and exhibit the highest degree of integrity, professionalism and values. A director who has a real or perceived conflict of interest regarding any matter under consideration is required to advise the Board, refrain from participating in any discussion of the matter and abstain from voting on it.
(c)	Describe any other steps the Board takes to encourage and promote a culture of ethical business conduct.	Yes	In conjunction with the introduction of a Whistleblower Hotline in 2006, the Corporation released the “Doing What’s Right” program to reinforce the core values set out in the Code of Ethics. Those values will be continually reinforced on a bi-annual basis through our on-line training program introduced in 2007.

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Disclosure Requirement under Form 58-101F1		Teck Compliance	Comments & Discussion
6.
(a)	Describe the process by which the Board identifies new candidates for Board nomination.	Yes	The Corporate Governance and Nominating Committee (the “CG&N Committee”) is responsible for recruiting and proposing to the full Board new nominees for directors. The CG&N Committee, in the discharge of its duties:
			(a)	consults with the Board and Chief Executive Officer and, on an ongoing basis, identifies the mix of expertise and qualities required for the Board;
			(b)	assesses the attributes new directors should have for the appropriate mix to be maintained;
			(c)	in consultation with the Board and Chief Executive Officer and on an ongoing basis takes note of potential candidates and their availability;
			(d)	has implemented a procedure to identify, with as much advance notice as practicable, impending Board vacancies, so as to allow sufficient time for recruitment and for introduction of proposed nominees to the existing Board;
			(e)	arranges for each candidate to meet with the CG&N Committee, the Board Chair and the Chief Executive Officer and, where an outside consultant is used, develops a short-list of candidates;
			(f)	recommends to the Board, as a whole, proposed nominee(s) and arranges for their introduction to as many Board members as practicable;
			(g)	ensures that prospective candidates are informed of the degree of energy and commitment the Corporation expects of its directors; and
			(h)	encourages diversity in the composition of the Board.
(b)	Disclose whether or not the Board has a nominating committee composed entirely of independent directors. If the Board does not have a nominating committee composed entirely of independent directors, describe what steps the Board takes to encourage an objective nomination process.	Yes	The Corporation has a standing CG&N Committee. Each of the five directors who comprise the CG&N Committee is independent. Please refer to the “Report of the Corporate Governance and Nominating Committee” section of this Management Proxy Circular for additional information.

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Disclosure Requirement under Form 58-101F1		Teck Compliance	Comments & Discussion
(c)	If the Board has a nominating committee, describe the responsibilities, powers and operation of the nominating committee.	Yes	The responsibilities, powers and operation of the CG&N Committee are set out in its Charter. Pursuant to the CG&N Committee Charter, the purpose of the CG&N Committee is to identify the individuals qualified to become members of the Board, to recommend to the Board nominees for election to the Board at each annual meeting of shareholders or to fill vacancies on the Board and to address related matters. Please refer to the “Report of the Corporate Governance and Nominating Committee” section of this Management Proxy Circular for additional information.
7.
(a)	Describe the process by which the Board determines the compensation for the issuer’s directors and officers.	Yes	Director and officer compensation is established on the advice of independent consultants, with a view to establishing target compensation at the median of the applicable comparator group. Please refer to the “Compensation Discussion and Analysis” and the “Director Compensation” sections of this Management Proxy Circular below for additional information.
(b)	Disclose whether or not the Board has a Compensation Committee composed entirely of independent directors. If the Board does not have a Compensation Committee composed entirely of independent directors, describe what steps the Board takes to ensure an objective process for determining such compensation.	Yes	The Corporation has a standing Compensation Committee. Each of the five directors who comprise the Compensation Committee is independent. Please refer to the “Compensation Discussion and Analysis” section of this Management Proxy Circular for additional information.

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Disclosure Requirement under Form 58-101F1		Teck Compliance	Comments & Discussion
(c)	If the Board has a Compensation Committee, describe the responsibilities, powers and operation of the Compensation Committee.	Yes	The responsibilities, powers and operation of the Compensation Committee are set out in its Charter, which is available on the Corporation’s website at www.teck.com. Pursuant to the Compensation Committee Charter, the purpose of the Compensation Committee is to assist the Board in carrying out its responsibility for:
			(a)	executive compensation (including policy and programs);
			(b)	Board compensation; and
			(c)	broadly applicable compensation and benefit programs. Please refer to the “Compensation Discussion and Analysis” section of this Management Proxy Circular for additional information.
			(d)	reviewing annually the material compensation plans, including executive compensation programs, to confirm program design and payouts align with the Company’s risk management principles and do not encourage inappropriate or excessive risk taking.
8.	If the Board has standing committees other than the Audit, Compensation and Nominating committees, identify the committees and describe their function.	Yes	The Board has an Executive Committee to enable it to react quickly to emerging issues and opportunities; a Pension Committee to assist in the oversight of the governance and management of its pension plans; a Reserves Committee to provide enhanced oversight of the Corporation’s policies and management of its mineral and oil reserves and resources; and a Safety and Sustainability Committee to review corporate policies, procedures and performance with respect to these important matters.

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Disclosure Requirement under

Form 58-101F1

Teck

Compliance

Comments & Discussion

9.	Disclose whether or not the Board, its committees and individual directors are regularly assessed with respect to their effectiveness and contribution. If assessments are regularly conducted, describe the process used for the assessments. If assessments are not regularly conducted, describe how the Board satisfies itself that it, its committees, and individual directors are performing effectively.	Yes	Each year Board members complete a detailed questionnaire which:
			(a)	provides for quantitative and qualitative ratings of their and the Board’s performance in key areas; and
			(b)	seeks subjective comment in each of those areas.
			The questionnaire is administered by the Corporate Secretary who compiles the responses in a summary report. The summary report and individual responses are reviewed by the Deputy Chairman & Lead Director. The CG&N Committee reviews the results of the self-assessment process and identifies areas in which the Board can adjust its procedures, and other matters requiring follow-up. These are reported to the full Board by the CG&N Committee. Matters requiring follow-up are identified and action plans developed which are monitored by the CG&N Committee.

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TECK RESOURCES LIMITED

PROXY - CLASS A COMMON SHARES

ANNUAL GENERAL MEETING

April 24, 2013

THIS PROXY IS SOLICITED BY THE MANAGEMENT OF THE CORPORATION

The undersigned shareholder of TECK RESOURCES LIMITED (the "Corporation") hereby appoints Norman B. Keevil, Chairman of the Board of the Corporation, or failing him, Warren S.R. Seyffert, a director of the Board of the Corporation or failing him, Donald R. Lindsay, President and Chief Executive Officer, OR ALTERNATIVELY _________________________ as proxyholder of the undersigned to attend, vote and otherwise act for and on behalf of the undersigned in respect of all matters that may come before the Annual General Meeting of Shareholders of the Corporation (the "Meeting") to be held on April 24, 2013 and any adjournment thereof. The undersigned hereby acknowledges receipt of the accompanying Notice of Meeting and Management Proxy Circular. The undersigned hereby ratifies and confirms and agrees to ratify and confirm all that the proxyholder may lawfully do by virtue hereof and hereby revokes any proxy previously given.

Without limiting the general authorization and power hereby given, the proxyholder appointed above is hereby authorized to represent and vote, as specified below, all the shares represented by this proxy:

1.	To elect the Directors of the Corporation.

Name	For	Withhold	Name	For	Withhold	Name	For	Withhold
M.M. Ashar	□	□	E. C. Dowling	□	□	D. R. Lindsay	□	□
J. H. Bennett	□	□	N. B. Keevil	□	□	J. G. Rennie	□	□
H. J. Bolton	□	□	N. B. Keevil III	□	□	W. S. R. Seyffert	□	□
F. P. Chee	□	□	T. Kubota	□	□	C. M. Thompson	□	□
J. L. Cockwell	□	□	T. Kuriyama	□	□

2.	To appoint PricewaterhouseCoopers LLP as Auditors and to authorize the directors to fix the Auditors’ remuneration.

FOR _______ WITHHOLD VOTE _______

3.	To approve the advisory resolution on the Corporation’s approach to executive compensation.

FOR _______ AGAINST _______

IF THE PROXYHOLDER APPOINTED ABOVE IS THE NOMINEE OF MANAGEMENT OF THE CORPORATION AND IF THE SHAREHOLDER MAKES NO CHOICE AS ABOVE PROVIDED, THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED FOR EACH OF THE ABOVE MATTERS.

THE PROXYHOLDER APPOINTED ABOVE HAS THE AUTHORITY TO VOTE THE SHARES REPRESENTED BY THIS PROXY IN HIS OR HER DISCRETION IN RESPECT OF AMENDMENTS OR VARIATIONS TO MATTERS IDENTIFIED IN THE NOTICE OF MEETING OR OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE MEETING.

A SHAREHOLDER DESIRING TO APPOINT SOME OTHER PERSON (WHO NEED NOT BE A SHAREHOLDER) TO ATTEND, VOTE FOR AND ACT ON BEHALF OF THE SHAREHOLDER AT THE MEETING MAY DO SO BY INSERTING SUCH PERSON'S NAME IN THE SPACE PROVIDED ABOVE FOR THAT PURPOSE AND STRIKING OUT THE NAMES OF THE NOMINEES OF MANAGEMENT OF THE CORPORATION.

DATED this _____________ day of ____________________, 2013.


Signature of Shareholder		(Number of Shares Represented)
		(SEE NOTES OVER)

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VOTE BY MAIL OR EMAIL:

This proxy should be dated and signed by the shareholder or the authorized attorney of the shareholder, such authorization (or a notarial copy thereof) to accompany the proxy. Please sign exactly as your name appears on the label below. If undated, this proxy will be deemed to bear the date on which it was mailed by management to the shareholder. If the shareholder is a corporation, either its corporate seal must be affixed or the proxy should be signed by a duly authorized officer or attorney of the corporation, such authorization (or a notarial copy thereof) to accompany the proxy. Executors, administrators, trustees, and the like should so indicate when signing on behalf of a shareholder. Where shares are held jointly, each owner must sign.

VOTE BY INTERNET:

To vote by internet, use the internet to transmit your voting instructions and for electronic delivery of information. Have this form of proxy available when you access the website at www.proxypush.ca/tck. You will be prompted to enter your 12-digit Control Number which is located below. You may also appoint a person other than the persons designated on this form of proxy by following the instructions provided on the website.

By resolution of the directors, proxies to be used at the Meeting must be deposited with the Corporation's Registrar and Transfer Agent, CIBC Mellon Trust Company, Attention: Proxy Department, P.O. Box 721, Agincourt, Ontario M1S 0A1 or if by hand, 320 Bay Street, Banking Hall Level, Toronto, Ontario or with the Corporate Secretary of the Corporation at the Corporation’s registered office located at Suite 3300 – 550 Burrard Street, Vancouver, B.C. V6C 0B3, or voted by email (proxy@castockta.com or procuration@canstockta.com) or internet, at least 48 hours before the date of the Meeting. The Chairman of the Meeting has the discretion to accept proxies filed less than 48 hours before the date of the Meeting.

- -

Your name and address are shown as registered.

Please notify CIBC Mellon Trust Company of any

change in your address.

Control Number

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TECK RESOURCES LIMITED

PROXY - CLASS B SUBORDINATE VOTING SHARES

ANNUAL GENERAL MEETING

April 24, 2013

THIS PROXY IS SOLICITED BY THE MANAGEMENT OF THE CORPORATION

1.	To elect the Directors of the Corporation.

Name	For	Withhold	Name	For	Withhold	Name	For	Withhold
M.M. Ashar	□	□	E. C. Dowling	□	□	D. R. Lindsay	□	□
J. H. Bennett	□	□	N. B. Keevil	□	□	J. G. Rennie	□	□
H. J. Bolton	□	□	N. B. Keevil III	□	□	W. S. R. Seyffert	□	□
F. P. Chee	□	□	T. Kubota	□	□	C. M. Thompson	□	□
J. L. Cockwell	□	□	T. Kuriyama	□	□

2.	To appoint PricewaterhouseCoopers LLP as Auditors and to authorize the directors to fix the Auditors’ remuneration.

FOR _______ WITHHOLD VOTE _______

3.	To approve the advisory resolution on the Corporation’s approach to executive compensation.

FOR _______ AGAINST _______

DATED this _____________ day of ____________________, 2013.


Signature of Shareholder		(Number of Shares Represented)
		(SEE NOTES OVER)

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VOTE BY MAIL OR EMAIL:

VOTE BY INTERNET:

- -

Your name and address are shown as registered.

Please notify CIBC Mellon Trust Company of any

change in your address.

Control Number

- 2 -

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TECK RESOURCES LIMITED

VOTING INSTRUCTION FORM

CLASS B SUBORDINATE VOTING SHARES

ANNUAL GENERAL MEETING

April 24, 2013

THIS VOTING INSTRUCTION FORM IS SOLICITED BY THE MANAGEMENT OF THE CORPORATION

1.	To elect the Directors of the Corporation.

Name	For	Withhold	Name	For	Withhold	Name	For	Withhold
M.M. Ashar	□	□	E. C. Dowling	□	□	D. R. Lindsay	□	□
J. H. Bennett	□	□	N. B. Keevil	□	□	J. G. Rennie	□	□
H. J. Bolton	□	□	N. B. Keevil III	□	□	W. S. R. Seyffert	□	□
F. P. Chee	□	□	T. Kubota	□	□	C. M. Thompson	□	□
J. L. Cockwell	□	□	T. Kuriyama	□	□

2.	To appoint PricewaterhouseCoopers LLP as Auditors and to authorize the directors to fix the Auditors’ remuneration.

FOR _______ WITHHOLD VOTE _______

3.	To approve the advisory resolution on the Corporation’s approach to executive compensation.

FOR _______ AGAINST _______

IF THE PROXYHOLDER APPOINTED ABOVE IS THE NOMINEE OF MANAGEMENT OF THE CORPORATION AND IF THE SHAREHOLDER MAKES NO CHOICE AS ABOVE PROVIDED, THE SHARES REPRESENTED BY THIS VOTING INSTRUCTION FORM WILL BE VOTED FOR EACH OF THE ABOVE MATTERS.

THE PROXYHOLDER APPOINTED ABOVE HAS THE AUTHORITY TO VOTE THE SHARES REPRESENTED BY THIS VOTING INSTRUCTION FORM IN HIS OR HER DISCRETION IN RESPECT OF AMENDMENTS OR VARIATIONS TO MATTERS IDENTIFIED IN THE NOTICE OF MEETING OR OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE MEETING.

DATED this _____________ day of ____________________, 2013.


Signature of Shareholder		(Number of Shares Represented)
		(SEE NOTES OVER)

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VOTE BY MAIL OR EMAIL:

This voting instruction form should be dated and signed by the shareholder or the authorized attorney of the shareholder, such authorization (or a notarial copy thereof) to accompany the voting instruction form. Please sign exactly as your name appears on the label below. If undated, this voting instruction form will be deemed to bear the date on which it was mailed by management to the shareholder. If the shareholder is a corporation, either its corporate seal must be affixed or the voting instruction form should be signed by a duly authorized officer or attorney of the corporation, such authorization (or a notarial copy thereof) to accompany the voting instruction form. Executors, administrators, trustees, and the like should so indicate when signing on behalf of a shareholder. Where shares are held jointly, each owner must sign.

VOTE BY INTERNET:

To vote by internet, use the internet to transmit your voting instructions and for electronic delivery of information. Have this form of voting instruction form available when you access the website at www.proxypush.ca/tck. You will be prompted to enter your 12-digit Control Number which is located below. You may also appoint a person other than the persons designated on this form of voting instruction form by following the instructions provided on the website.

By resolution of the directors, voting instruction forms to be used at the Meeting must be deposited with the Corporation's Registrar and Transfer Agent, CIBC Mellon Trust Company, Attention: Proxy Department, P.O. Box 721, Agincourt, Ontario M1S 0A1 or if by hand, 320 Bay Street, Banking Hall Level, Toronto, Ontario or with the Corporate Secretary of the Corporation at the Corporation’s registered office located at Suite 3300 – 550 Burrard Street, Vancouver, B.C. V6C 0B3, or voted by email (proxy@castockta.com or procuration@canstockta.com) or internet, April 19, 2013.

- -

Your name and address are shown as registered.

Please notify CIBC Mellon Trust Company of any

change in your address.

Control Number

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NOTICE TO REGISTERED SHAREHOLDERS REGARDING INTERIM FINANCIAL STATEMENTS

AND CONSENT TO ELECTRONIC DELIVERY OF DOCUMENT

Dear Shareholder,

As a registered shareholder of Teck Resources Limited (“Teck”), you are entitled to receive our interim financial statements. If you wish to receive these financial statements, please complete the bottom of this notice and return to our Transfer Agent and Registrar, CIBC Mellon Trust Company, by facsimile, mail or by submitting your request electronically at www.cibcmellon.com/investorinquiry. Your name will then be added to the mailing list maintained by CIBC Mellon Trust Company. Please be assured that if you do not elect to receive our financial statements you will still receive annually our Notice of Annual Meeting, Management Proxy Circular and a Proxy Form.

If you elect to receive either our interim financial statements your election will be effective until you notify CIBC Mellon Trust Company of a change to your election. You may change your election with respect to the financial statements at any time by contacting CIBC Mellon Trust Company at the address noted below. We will send you a similar election notice each year.

In addition if you wish to receive delivery of certain of Teck’s corporate documents via the Internet rather than by mail, please check that preference on the bottom of this notice or enrol online at www.canstockta.com/electronicdelivery.

Financial Statements Election Notice		(PLEASE PRINT)
		Name
To:	CIBC Mellon Trust Company
	PO Box 700	Address
	Station B
	Montreal, QC H3B 3K3
	Canada
	Fax: (416) 643-3135	Postal/Zip Code
	ELECTRONICALLY: www.canstockta.com/investorInquiry
		Country

I wish to receive interim financial statements of Teck Resources Limited:		Email Address

I understand that this election notice will be effective until I notify CIBC Mellon Trust Company of a change in my election and that I may change my election at any time by contacting CIBC Mellon Trust Company at the address noted above.

CHECK ONE:

By Mail

o	By electronic delivery. I have read and understood the terms of this Consent set forth on the reverse side of this notice and I consent to the electronic delivery of the Documents indicated in Item 1 on the reverse side of this notice.

(See Reverse Side)

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Terms and Conditions for Electronic Delivery of Documents

TECK RESOURCES LIMITED (”Teck") has implemented an electronic delivery program under which you, as a shareholder, would be notified that Teck’s interim financial statements, annual report and other corporate information is available on the Teck’s website at www.teck.com.

If you consent to electronic delivery, a notification will be sent to you confirming when Teck has implemented its electronic delivery program.

With your consent, Teck will be able to make the information available to you electronically instead of sending you the information by mail. To enable Teck to provide increased convenience to shareholders, benefit the environment and reduce costs, Teck encourages its shareholders to take advantage of the electronic delivery program. If you would like to take advantage of this electronic delivery program, you must complete the consent form below and return it to our transfer agent, CIBC Mellon Trust Company by fax 416-643-5501 or mail to CIBC Mellon Trust Company, P.O. Box 7010, Adelaide Street Postal Station, Toronto, Ontario, Canada, M5C 2W9. Teck encourages you to read the consent form carefully so that you understand the terms under which electronic delivery is made. If you would like to continue receiving these documents by mail, simply complete the enclosed Supplemental Mail List Return Card and return it to CIBC Mellon Trust Company. You do not have to complete the consent form below.

TO: TECK RESOURCES LIMITED

1.	I consent to receiving all documents to which I am entitled, electronically rather than by mail. I understand that the documents I am entitled to receive may include:

Teck’s Interim Financial Report

Teck’s Annual Report (including Annual Financial Statements and MD&A)

Notice of Teck’s Annual or Special Meeting of Shareholders and related Management Proxy Circular

Teck’s Supplemental Mailing List Return Card

I understand and agree that Teck will notify me when a document which I am entitled to receive is available on their website www.teck.com once Teck has filed the documents with securities regulators. I agree that notification will be sent to me at my e-mail address set out below or in such other manner as Teck may determine.

3.	I acknowledge that access to Internet e-mail and the world wide web is required for me to access a document electronically and I confirm that I have such access.

4.	I understand and agree that:

Any e-mail notice or other notification will not contain an actual document

Any e-mail notice or other notification will contain Teck's web address (or a hyperlink) identifying where a document is located by entering Teck’s web address into my web browser, I can access, view, download, and print a document from my computer

The system requirements to view and download a document will be specified in Teck’s website; currently a document distributed electronically will be in Adobe's Portable Document Format (PDF) the Adobe Acrobat Reader software is required to view a document in PDF format and is available free of charge from Adobe's web site at www.adobe.com

I understand that I may request a paper copy of a document for which I have consented to electronic delivery by: calling Teck at 604-699-4000; sending Teck a fax at 604-699-4729; sending Teck an e-mail to info@teck.com or by sending a request in writing by mail to Teck Resources Limited, Suite 3300 - 550 Burrard Street, Vancouver, B.C., V6C 0B3.

6.	I understand and agree that:

At any time and without giving me advance notice, Teck may elect not to send me a document electronically, in which case a paper copy of the document will be mailed to me

If a document intended to be sent to me electronically is not available electronically, a paper copy of the document will be mailed to me, and

If my e-mail address is found to be invalid, a paper copy of the document will be mailed to me.

7.	I understand that Teck will maintain, on its website, any document sent to me electronically, for at least 6 months from the date of posting to the website.

I understand that I may revoke or modify my consent and that I may change my e-mail address to which documents are delivered to me, at any time, by notifying Teck by telephone: 604-699-4000, fax: 604-699-4729, email: info@teck.com or mail: Suite 3300 - 550 Burrard Street, Vancouver, B.C., V6C 0B3. I understand that if I change my e-mail address or revoke or modify my consent, I must notify Teck and they must actually receive and acknowledge my notification for my request to be effective.

9.	I understand that I am not required to consent to electronic delivery.

I am a security holder of Teck Resources Limited. I have read and understand the terms of this "Consent to Electronic Delivery of Documents" form and, on those terms, I consent to the electronic delivery of the documents I am entitled to receive.

Table of Contents

NOTICE TO BENEFICIAL SHAREHOLDERS

REGARDING QUARTERLY AND ANNUAL REPORTS

AND CONSENT TO ELECTRONIC DELIVERY OF DOCUMENT

Dear Shareholder,

As a non-registered shareholder of Teck Resources Limited (“Teck”), you are entitled to receive our annual financial statements, interim financial statements or both. If you wish to receive these financial statements, please either complete and return this notice by mail or submit your request online (see address below). Your name will then be placed on the Supplemental Mailing List maintained by our Transfer Agent and Registrar, CIBC Mellon Trust Company.

As long as you remain a non-registered shareholder, your will receive this card each year and will be required to renew your request to receive these financial statements. If you have an questions about this procedure, please contact CIBC Mellon Trust Company by phone at 1-800-387-0825 or (416) 682-3860 or at www.canstockta.com/investorInquiry.

We encourage you to submit your request online at www.canstockta.com/FinancialStatements. Our Company code number is 7330A

Financial Statements Election Notice		(PLEASE PRINT)
		Name
To:	CIBC Mellon Trust Company
	PO Box 700	Address
	Station B
	Montreal, QC H3B 3K3
	Canada
	Fax: (416) 643-3135	Postal/Zip Code
	ELECTRONICALLY: www.canstockta.com/investorInquiry
		Country

		Email Address
Please add my name to the Supplemental Mailing List for Teck Resources Limited and send me their financial statements

As indicated below:

¨	Annual Financial Statements

¨	Interim Financial Statements

CHECK ONE:

By Mail

o	By electronic delivery. I have read and understood the terms of this Consent set forth on the reverse side of this notice and I consent to the electronic delivery of the Documents indicated in Item 1 on the reverse side of this notice.

(See Reverse Side)

Table of Contents

Terms and Conditions for Electronic Delivery of Documents

TECK RESOURCES LIMITED ( "Teck") has implemented an electronic delivery program under which you, as a shareholder, would be notified that Teck’s interim financial statements, annual report and other corporate information is available on Teck’s website at www.teck.com.

If you consent to electronic delivery, a notification will be sent to you confirming when Teck has implemented its electronic delivery program.

With your consent, Teck will be able to make the information available to you electronically instead of sending you the information by mail. To enable Teck to provide increased convenience to shareholders, benefit the environment and reduce costs, Teck encourages its shareholders to take advantage of the electronic delivery program. If you would like to take advantage of this electronic delivery program, you must complete the consent form below and return it to our transfer agent, CIBC Mellon Trust Company by fax 416-682 or mail to CIBC Mellon Trust Company, P.O. Box 7010, Adelaide Street Postal Station, Toronto, Ontario, Canada, M5C 2W9. Teck encourages you to read the consent form carefully so that you understand the terms under which electronic delivery is made. If you would like to continue receiving these documents by mail, simply complete the enclosed Supplemental Mail List Return Card and return it to CIBC Mellon Trust Company. You do not have to complete the consent form below.

TO: TECK RESOURCES LIMITED

1.	I consent to receiving all documents to which I am entitled, electronically rather than by mail. I understand that the documents I am entitled to receive may include:

Teck’s Interim Financial Reports

Teck’s Annual Report (including Annual Financial Statements and MD&A)

Notice of Teck’s Annual or Special Meeting of Shareholders and related Management Proxy Circular

Teck’s Supplemental Mailing List Return Card

3.	I acknowledge that access to Internet e-mail and the world wide web is required for me to access a document electronically and I confirm that I have such access.

4.	I understand and agree that:

Any e-mail notice or other notification will not contain an actual document

6.	I understand and agree that:

At any time and without giving me advance notice, Teck may elect not to send me a document electronically, in which case a paper copy of the document will be mailed to me

If a document intended to be sent to me electronically is not available electronically, a paper copy of the document will be mailed to me, and

If my e-mail address is found to be invalid, a paper copy of the document will be mailed to me.

7.	I understand that Teck will maintain, on its website, any document sent to me electronically, for at least 6 months from the date of posting to the website.

9.	I understand that I am not required to consent to electronic delivery.

General Information	1
Shares Outstanding	1
Voting Shares and Principal Holders of Voting Shares	1
Subordinate Voting Shareholder Protection	2
Annual and Interim Reports	2
Availability of Documents	3
Shareholder Proposals	3
Insurance	3
Voting Information	4
Solicitation of Proxies	4
Proxy Voting	4
Registered Shareholders	4
Non-Registered Shareholders	5
Revoking Your Vote	6
Record Date	6
Matters to be Acted on at the Meeting	7
Financial Statements	7
Election of Directors	7
Appointment of Auditors	15
Advisory Resolution on Executive Compensation	15
Report of the Corporate Governance and Nominating Committee	17
Independence Determination	17
Key Activities	18
Risk Oversight	18
Canadian Securities Administrators Governance Guidelines and Disclosure Requirements	19
Comparison with NYSE Corporate Governance Standards	19
Succession and Nomination of New Directors	20
Board Interlocks	22
Other Succession Planning	22
Orientation and Continuing Education of Directors	22
Evaluation of Directors	23
Ethical Business Conduct	23
Report of the Audit Committee	25
Financial Reporting	26
With Respect to the External Auditors	26
With Respect to the Internal Auditors	27
Financial Controls Program	27

Charter	27
Director Compensation	28
Objectives and Design of Director Compensation	28
Process for Determining Director Compensation	28
Compensation Components	28
Summary Compensation Table – Directors	29
Outstanding Share-Based Awards and Option-Based Awards	30
Incentive Plan Awards – Value Vested or Earned During the Year	31
Mandatory Shareholding Policy for Directors	32
Compensation Discussion and Analysis	33
Executive Summary	33
Compensation Overview	38
Objectives of the Executive Compensation Program	38
Comparator Group	38
Total Compensation Components	39
Compensation Process Participants	41
Determining Compensation Mix	42
Setting Performance Objectives and Goals	42
Reviewing Performance and Setting Compensation	43
Compensation Risk	43
Compensation Reimbursement Policy (“Clawback”)	44
Hedging	44
2012 Total Direct Compensation	45
Base Salary	45
Annual Incentive Bonus	45
Personal Performance	48
2012 Results – CEO Bonus Plan Awards	50
Long Term Incentives	50
Pensions, Benefits and Perquisites	52
Termination and Change in Control Benefits	53
Performance Graph	54
Summary of Total Compensation for NEOs	55
Incentive Plan Awards	57
Outstanding Share-Based Awards and Option-Based Awards	57
Incentive Plan Awards – Value Vested or Earned During the Year	58
Stock Option Plans	59
2010 Plan	59
2001 Plan	61
Share Unit Plans	62
Pensions	62
Defined Benefit Pension	62

Defined Contribution Pension	63
Termination and Change in Control Benefits	64
Securities Authorized For Issuance Under Equity Compensation Plans	67
Board of Directors’ Approval	68
Schedule A	69
Mandate of the Board of Directors	69
Schedule B	72
Disclosure of Corporate Governance Practices	72

MAYANK M. ASHAR, 58 Calgary, Alberta and St. John, New Brunswick, Canada Independent(2) Director Since: 2007 Shareholdings: 18,000 Class B Subordinate Voting 21,764 Deferred Share Units Committee Member: Audit Reserves Safety & Sustainability Other Public Company Directorships: None	Mayank M. Ashar was appointed to the Board of Teck in November 2007. He is a graduate of the University of Toronto (M.Eng, MBA). Mr. Ashar is presently the President of Irving Oil. From 1996 to 2008, he was Executive Vice President at Suncor Energy with operation roles in Oil Sands, U.S.A. and Corporate Strategy. He is on the board of American Fuel and Petrochemical Manufacturers Association and the World Petroleum Council, Canadian Chapter.
	Meetings Attended:(8),(9)
	Board	11 of 11
	Committee	15 of 15

JALYNN H. BENNETT, C.M., 70(6) Toronto, Ontario, Canada Independent(2) Director Since: 2005 Shareholdings: 2,329 Class B Subordinate Voting 22,839 Deferred Share Units 4,762 Restricted Share Units Committee Member: Compensation Corporate Governance & Nominating Pension (Chair) Other Public Company Directorships: Cadillac Fairview Corporation	Jalynn H. Bennett was elected to the Board of Teck in April 2005. Ms. Bennett is a Corporate Director. She holds a degree, specializing in economics, from the University of Toronto. Ms. Bennett is currently a director of Cadillac Fairview Corporation Limited. She is also a director of The Hospital for Sick Kids Foundation; a Member of the Lawrence National Centre for Policy and Management, Richard Ivey School of Business, The University of Western Ontario; and has been appointed by the Treasury Board of Canada as an external member of the Departmental Audit Advisory Committee of Human Resources and Social Development Canada. She is a past Commissioner of the Ontario Securities Commission and was a member of the TSX, Canadian Stock Exchange and the Canadian Institute of Chartered Accountants’ Joint Committee on Corporate Governance (the Saucier Committee). She is the former President of Jalynn H. Bennett and Associates Ltd., a consulting firm specializing in strategic planning and organizational development in both the public and private sectors.
	Meetings Attended:
	Board	10 of 11
	Committee	13 of 13


Norman B. Keevil Chairman of the Board		Donald R. Lindsay President and Chief Executive Officer

	By order of the Board of Directors
	“Karen L. Dunfee”

	Karen L. Dunfee Corporate Secretary

HUGH J. BOLTON, F.C.A., 74 Edmonton, Alberta, Canada Independent(2) Director Since: 2001 Shareholdings: 12,000 Class B Subordinate Voting 29,880 Deferred Share Units 1,976 Restricted Share Units Committee Member: Audit (Chair) Corporate Governance & Nominating Other Public Company Directorships: Epcor Utilities Inc. Toronto Dominion Bank WestJet Airlines Ltd. Canadian National Railway Company Capital Power Corp.	Hugh J. Bolton was elected to the Board of Cominco Ltd. in 1998 and the Board of Teck in 2001. He is a graduate of the University of Alberta (B.A. Economics). Mr. Bolton was managing partner of Coopers & Lybrand Canada (accounting firm) from 1984 to 1990 and Chairman and Chief Executive Officer from 1991 to 1998. He is presently Chairman of Epcor Utilities Inc. and a director of the Toronto Dominion Bank, WestJet Airlines Ltd., Canadian National Railway Company and Capital Power Corp.
	Meetings Attended:
	Board	10 of 11
	Committee	11 of 11

FELIX P. CHEE, 66 Oakville, Ontario, Canada Independent(2) Director Since: 2010 Shareholdings: 186 Class B Subordinate Voting 11,200 Deferred Share Units Committee Member: Pension Other Public Company Directorships: Aurigen Reinsurance Company	Felix P. Chee was elected to the Board of Teck in April 2010. He is a graduate of York University (MBA-Finance and Accounting), Imperial College, London University, UK (MSc-Operations Research) and Loughborough University, UK (B. Tech (Hons)-Industrial Engineering). Mr. Chee is currently the Chief Representative in Canada of China Investment Corporation, Beijing, China. Mr. Chee is a board member of Bridgepoint Health in Toronto, Ontario. He was the President and CEO of the University of Toronto Asset Management Corporation from 2003-2008 and Executive Vice President and Chief Investment Officer of Manulife Financial from 1997-2001.
	Meetings Attended:
	Board	10 of 11
	Committee	2 of 2

JACK L. COCKWELL, 72(7) Toronto, Ontario, Canada Independent(2) Director Since: 2009 Shareholdings: 5,000 Class B Subordinate Voting 17,796 Deferred Share Units Committee Member: Reserves Other Public Company Directorships: Brookfield Asset Management Inc. Brookfield Office Properties Inc. Norbord Inc. Astral Media Inc.	Jack L. Cockwell was elected to the Board of Teck in April 2009. He is a graduate of the University of Cape Town (MComm). Mr. Cockwell is Group Chairman of Brookfield Asset Management Inc. and has served as a director of Brookfield since September 1979. As Group Chairman, Mr. Cockwell represents Brookfield as a director on the Board of Brookfield Office Properties Inc. and other subsidiaries. He is also a director of Astral Media Inc. and Waterfront Toronto, and a governor of Ryerson University and Heritage Governor of the Royal Ontario Museum.
	Meetings Attended:
	Board	10 of 11
	Committee	4 of 4


EDWARD C. DOWLING, 57 Port Matilda, Pennsylvania, U.S.A. Independent(2) Director Since: 2012 Shareholdings: 487 Deferred Share Units Committee Member: Other Public Company Directorships: Alacer Gold Corp. Victoria Gold Corp.	Edward C. Dowling was appointed to the Board of Teck in September 2012. Mr. Dowling holds a BSc. in Mining Engineering as well as a Master of Science and a Doctor of Philosophy in Mineral Processing, all granted from Pennsylvania State University. He was President and Chief Executive Officer of Alacer Gold Corp. from 2008 to July 2012 and is currently a director of Alacer Gold Corp. and Victoria Gold Corp.



	Meetings Attended:
	Board	2 of 3
	Committee	n/a

NORMAN B. KEEVIL, 75 West Vancouver, B.C., Canada Not Independent(1) Director Since: 1963 Shareholdings: 418,880 Class A Common 214,232 Class B Subordinate Voting 14,290 Restricted Share Units Committee Member: Executive (Chair) Other Public Company Directorships: None	Norman B. Keevil joined the Board of Teck in 1963. He is a graduate of the University of Toronto (B.A. Sc.) and the University of California at Berkeley (Ph. D.). He received an honorary LL.D from the University of British Columbia in May 1993. He was Vice President Exploration at Teck Corporation from 1962 to 1968, Executive Vice President from 1968 to 1981, President and Chief Executive Officer from 1981 to 2001 and has been Chairman of the Board of Teck since 2001. He is a lifetime director of the Mining Association of Canada. Dr. Keevil was inducted into the Canadian Mining Hall of Fame in January 2004 and the Canadian Business Hall of Fame in 2012.
	Meetings Attended:
	Board	11 of 11
	Committee	3 of 3

NORMAN B. KEEVIL, III, 49 Victoria, B.C., Canada Not Independent(3) Director Since: 1997 Shareholdings: 10,000 Class B Subordinate Voting 9,048 Deferred Share Units 4,762 Restricted Share Units Committee Member: Pension Reserves Safety & Sustainability (Chair) Other Public Company Directorships: Lupaka Gold Corp.	Norman B. Keevil, III was appointed to the Board of Teck in 1997. He graduated from the University of British Columbia (B.A. Sc.) with a Mechanical Engineering degree. Mr. Keevil is President of Poncho Wilcox Engineering, a British Columbia based company formed in 2009 which specializes in management and technical support for new technology ventures in the energy sector and currently a director of Lupaka Gold Corp. From 2004 to 2009, Mr. Keevil was Vice President of Engineering with Triton Logging Inc., an underwater harvesting company.
	Meetings Attended:
	Board	11 of 11
	Committee	9 of 9

TAKESHI KUBOTA, 58 Tokyo, Japan Independent(2) Director Since: 2012 Shareholdings:(4) 2,000 Class B Subordinate Voting 3,723 Deferred Share Units Committee Member: Reserves Safety & Sustainability Other Public Company Directorships: Sumitomo Metal Mining Co. Ltd. Nickel Asia Corporation	Takeshi Kubota was elected to the Board of Teck in 2012. He is a graduate of Keio University, (B.A. Economics). He is a director of Nickel Asia Corporation. Mr. Kubota has held various positions with Sumitomo Metal Mining Co., Ltd. from 1977 and is currently Director & Senior Managing Executive Officer, a position he has held since June 2012.
	Meetings Attended:
	Board	5 of 6
	Committee	2 of 4

TAKASHI KURIYAMA, 62 Vancouver, B.C., Canada Independent(2) Director Since: 2006 Shareholdings:(4) 2,000 Class B Subordinate Voting 27,793 Deferred Share Units Committee Member: Reserves Safety & Sustainability Other Public Company Directorships: None	Takashi Kuriyama was appointed to the Board of Teck in June 2006. He graduated from Akita University in Japan (B.A. Eng.). Mr. Kuriyama has held various positions with Sumitomo Metal Mining Co., Ltd. from 1974 and he is currently Executive Vice President of Sumitomo Metal Mining America Inc. From 2006 to 2011, Mr. Kuriyama was Executive Vice President and Director of Sumitomo Metal Mining America Inc. as well as a director of several subsidiaries of Sumitomo Metal Mining Co., Ltd.
	Meetings Attended:
	Board	11 of 11
	Committee	8 of 8

DONALD R. LINDSAY, 54 Vancouver, B.C., Canada Not Independent(5) Director Since: 2005 Shareholdings: 302,056 Class B Subordinate Voting 171,995 Deferred Share Units 128,880 Restricted Share Units Committee Member: Executive Other Public Company Directorships: Manulife Financial Corporation	Don Lindsay joined Teck as President in January 2005, was appointed to the Board in February 2005 and was appointed Chief Executive Officer in April 2005. He is a graduate of Queens University (B.Sc., Hons.) and Harvard Business School (M.B.A.). He is currently a director of Manulife Financial Corporation. Mr. Lindsay was employed by CIBC World Markets Inc. (investment banking) from 1985 to 2004 where he was President of CIBC World Markets Inc., Head of Investment and Corporate Banking and Head of the Asia Pacific Region.
	Meetings Attended:
	Board	11 of 11
	Committee	3 of 3

JANICE G. RENNIE, F.C.A., 55 Edmonton, Alberta, Canada Independent(2) Director Since: 2007 Shareholdings: 3,000 Class B Subordinate Voting 16,592 Deferred Share Units 4,762 Restricted Share Units Committee Member: Audit Compensation (Chair) Corporate Governance & Nominating Other Public Company Directorships: Methanex Corp. West Fraser Timber Co. Ltd. WestJet Airlines Ltd. Major Drilling Group International Inc.	Janice Rennie was elected to the Board of Teck in April 2007. She is a graduate of the University of Alberta (BComm.) and a Chartered Accountant. Ms. Rennie was Sr. Vice President, Human Resources and Organizational Effectiveness for Epcor Utilities Inc. from 2004 to 2005. Prior to 2004 she was Principal of Rennie & Associates which provided investment and related advice to small and mid-size companies. She is a director of Methanex Corp., West Fraser Timber Co. Ltd., WestJet Airlines Ltd. and Major Drilling Group International Inc.
	Meetings Attended:
	Board	11 of 11
	Committee	18 of 18

WARREN S. R. SEYFFERT, Q.C., 72 Toronto, Ontario, Canada Independent(2) Director Since: 1989 Shareholdings: 101,902 Class B Subordinate Voting 36,551 Deferred Share Units Committee Member: Executive (Deputy Chair) Audit Compensation Corporate Governance & Nominating (Chair) Safety & Sustainability Other Public Company Directorships: St Andrews Goldfields Ltd.	Warren S. R. Seyffert, Q.C. was elected to the Board of Teck in 1989 and was a member of the Board of Cominco Ltd. from 2000 to the date of the merger. He is a graduate of the University of Toronto Law School (LL.B.) and York University, Osgoode Hall (LL.M). He is currently Chair of Coco Paving Inc. (a private heavy construction company). He was a partner of the law firm Lang Michener LLP from 1969 to 2001 and counsel from 2002 to 2007. He taught “Law of Corporate Management” for over 12 years at Osgoode Hall Law School. He is a director of various public and private corporations including Allstate Insurance Company of Canada, Pembridge Insurance Company, The Kensington Health Centre and St Andrew Goldfields Ltd. He is an Honourary Trustee of the Royal Ontario Museum.
	Meetings Attended:
	Board	10 of 11
	Committee	20 of 25

CHRIS M.T. THOMPSON, 65 Englewood, Colorado, U.S.A. Independent(2) Director Since: 2003 Shareholdings: 84,000 Class B Subordinate Voting 33,980 Deferred Share Units Committee Member: Executive Audit Compensation Corporate Governance & Nominating Reserves (Chair) Other Public Company Directorships: Golden Star Resources Ltd. GeoSynfuels Inc. Jacob Engineering Group Inc.	Chris M. T. Thompson was appointed to the Board of Teck in June 2003. He is a graduate of Rhodes University, SA (BA Law & Economics) and Bradford University, UK (MSc). Mr. Thompson was the Chief Executive Officer and Chairman of the Board of Gold Fields Ltd. from 1998 – 2002 and was the Chairman of the Board from 1998 until November 2005. He was Chairman of the World Gold Council from April 2002 until April 2005 and is currently the Chairman of Golden Star Resources Ltd., a director of Jacobs Engineering Group Inc. and a director of GeoSynfuels Inc.
	Meetings Attended:
	Board	10 of 11
	Committee	21 of 22

	Year Ended 2012 ($000)	Year Ended 2011 ($000)
Audit Services(1)	4,399	3,806
Audit Related Services(2)	975	785
Tax Fees(3)	85	128
All Other Fees(4)	68	484

Skill/Experience:	Directors with Significant Skill / Experience:
Corporate Governance experience as a director of a public company	12
Strategic Planning experience in strategic planning for commercial enterprises	14
International Business experience in a management, board or consulting role in conducting or overseeing business in international jurisdictions	8
Mining experience in a management or consulting role in mining operations, exploration or development	7
Oil and Gas experience as a senior executive or director in the oil and gas industry	3
Mining Finance experience in arranging or executing or advising with respect to debt or equity financing for mining companies or projects	8
Other Commodities Business experience in trading or marketing of commodities or management of a commodity-based business	7
Human Resources and Compensation senior executive or board committee experience with a broad understanding of compensation, pensions and benefit programs	9
Finance and Financial Reporting senior executive or board committee experience in corporate finance or financial reporting	9
Government Relations broad regulatory, political or public policy experience	6
Corporate Responsibility & Sustainable Development experience as a senior executive or board member in issues relating to corporate responsibility and sustainable development	11
Legal experience in the private practice of law or legal training	1
Risk Management experience as a senior executive or board committee member in insurance or other aspects of risk management	7

Company	Teck Director	Teck Board Committees
WestJet Airlines Ltd.	Hugh Bolton	Audit Committee (Chair) Corporate Governance & Nominating Committee
	Janice Rennie	Audit Committee Compensation Committee (Chair) Corporate Governance & Nominating Committee

Component	Fee
Annual Retainer – Non-executive Director	$60,000
Annual Retainer – Chairman	$360,000
Annual Retainer – Lead Director	$160,000
Committee Chair Retainer – except for Audit	$8,000
Committee Chair Retainer – Audit	$20,000
Committee Member Retainer	$6,000
Board and Committee Meeting Fees	$1,500

Name	Fees Earned $(1)	Share-based Awards ($)(2)	All Other Compensation ($)(3)	Total ($)
I. Abe(4)	33,716	0	2,412	36,128
M. M. Ashar	104,467	99,960	16,073	220,500
J. B. Aune	112,500	99,960	23,378	235,838
J. H. Bennett	123,950	99,960	19,920	243,830
H. J. Bolton	125,000	99,960	14,281	239,241
F. P. Chee	87,433	99,960	6,142	193,535
J. L. Cockwell	89,433	99,960	11,230	200,623
E. C. Dowling(5)	20,084	0	0	20,084
N. B. Keevil	395,000	299,880	13,350	708,230
N. B. Keevil, III	119,000	99,960	11,220	230,180
T. Kubota(6)	60,952	99,960	1,081	161,993
T. Kuriyama	102,846	99,960	18,901	221,707
J. G. Rennie	132,000	99,960	17,124	249,084
W. S. R. Seyffert	247,964	99,960	26,349	374,273
C. M. T. Thompson	150,933	99,960	23,705	274,598

	Option-Based Awards				Share-Based Awards
Name(1)	Number of Securities Underlying Unexercised Options (#)	Option Exercise Price ($)	Option Expiry Date	Value of Unexercised In-The-Money Options ($)	No. of Shares or units of shares that have not vested (#)	Market or Payout Value of Share Units that have not vested ($)(2)	Market or payout value of vested share-based awards not paid out or distributed ($)(2)
I. Abe(3)	0	0	n/a	0	0	0	132,526
M. M. Ashar	0	0	n/a	0	0	0	777,695
J. B. Aune	0	0	n/a	0	0	0	1,138,110
J. H. Bennett	0	0	n/a	0	4,706	170,122	816,050
H. J. Bolton	0	0	n/a	0	1,953	70,601	1,067,510
F. P. Chee	0	0	n/a	0	0	0	400,289
J. L. Cockwell	0	0	n/a	0	0	0	635,951
E. C. Dowling(4)	0	0	n/a	0	0	0	17,605
N. B. Keevil	0	0	n/a	0	14,121	510,474	0
N. B. Keevil, III	0	0	n/a	0	4,706	170,122	323,289
T. Kubota(5)	0	0	n/a	0	0	3,864	133,177
T. Kuriyama	0	0	n/a	0	0	0	993,077
J. G. Rennie	0	0	n/a	0	4,706	170,122	592,752
W.S.R. Seyffert	0	0	n/a	0	0	0	1,305,991
C.M.T. Thompson	0	0	n/a	0	0	0	1,214,098

Name(1)	Option-Based Awards – Value Vested During The Year ($)(2)	Share-Based (DSU/RSU) Awards – Value Vested During The Year ($)(3)(4)
I. Abe(5)	0	21,345 / 0
M. M. Ashar	0	174,127 / 86,016
J. B. Aune	0	123,338 / 0
J. H. Bennett	0	46,752 / 86,016(7)
H. J. Bolton	0	121,855 / 0
F. P. Chee	0	166,035 / 0
J. L. Cockwell	0	171,123 / 0
E. C. Dowling(6)	0	17,084 / 0
N. B. Keevil	0	0 / 254,521(7)
N. B. Keevil, III	0	6,817 / 86,016(7)
T. Kubota	0	131,006 / 0
T. Kuriyama	0	178,794 / 0
J. G. Rennie	0	115,245 / 86,016(7)
W. S. R. Seyffert	0	156,273 / 0
C. M. T. Thompson	0	183,598 / 0

	2011		2012
Consultant	Executive Compensation- Related Fees	All Other Fees	Executive Compensation- Related Fees	All Other Fees
Mercer	$15,539	$390,270	$15,112	$478,235
Towers Watson	$4,381	$978,000	$34,066	$1,181,885
Meridian	$0	$0	$17,250	$0

Donald R. Lindsay	President and CEO
Ronald A. Millos	SVP, Finance and CFO
Ronald J. Vance	SVP, Corporate Development
Peter C. Rozee	SVP, Commercial and Legal Affairs
Ian C. Kilgour	SVP, Coal

Agrium	Cliffs Natural Resources	Peabody Energy
Alcoa	First Quantum Minerals	Potash Corporation of Saskatchewan
Anglo American	Goldcorp	Suncor Energy
Barrick Gold	Kinross Gold	Xstrata
Cameco	Mosaic
Canadian Natural Resources	Newmont Mining

Named Executive Officer	Title	Percent of Total Direct Compensation
		Base Salary	Annual Incentive Bonus	Long-term Incentives
		Base Salary	Annual Incentive Bonus	Stock Options	Share Units
D. R. Lindsay	President and CEO	14.7%	22.9%	31.5%	31.0%
R. A. Millos	SVP, Finance and CFO	22.6%	19.2%	27.1%	31.1%
R. J. Vance	SVP, Corporate Development	21.2%	18.6%	27.4%	32.8%
P. C. Rozee	SVP, Commercial and Legal Affairs	22.6%	19.4%	27.0%	31.0%
I. C. Kilgour	SVP, Coal	24.6%	22.0%	24.5%	29.0%

Compensation Component	Description	Link to Corporate Objectives
Base Salary	Base salary is determined through an analysis of salaries paid by companies in the comparator group as well as individual performance, which is assessed according to the achievement of business and operating goals. It reflects the capability of the individual as demonstrated over an extended period of time.	Properly structured, base salaries enable the Corporation to attract and retain highly skilled and talented employees. The Corporation’s base salary plan recognizes, through higher annual salary adjustments, those employees who consistently exceed expectations.
Annual Incentive Bonus	The Annual Incentive Bonus for NEOs and other management, technical, commercial and administrative staff focuses on specific objectives in three performance areas: — corporate financial performance based on ROCE (described below under the heading “Annual Incentive Bonus”), and safety performance based on lost time injury frequency (“LTIF”) adjusted to reflect other qualitative considerations; — business unit: safety, environment, operations ROCE performance, and other qualitative considerations; and — personal performance.	ROCE, adjusted for commodity prices, focuses attention on the return generated by assets under the manager’s responsibility and encourages investment in new assets which will enhance longer term value and returns. The focus on safety and environment supports the Corporation’s objectives in each of these important areas. The personal component of the plan recognizes the individual’s contribution to the Corporation as reflected in the achievement of that person’s specific annual objectives. Results are adjusted based on a qualitative review designed to consider the quality and sustainability of the financial results.

Named Executive Officer	Personal Performance Achievements in Relation to Objectives
D. R. Lindsay President and CEO	— Continued to build a strong safety culture throughout the organization which resulted in the lowest total reportable injury frequency in Teck’s history, a 9% improvement over 2011 and the fewest number of serious incidents on record. — Continued to drive performance in responsible environmental and sustainability areas, resulting in Teck being named to the Dow Jones Sustainability World Index for the third consecutive year, ranking Teck in the top 2% of companies in the mining industry world-wide. — Strengthened the balance sheet with a number of debt refinancing transactions that extended our average debt maturities to 16.5 years and reduced our average coupon rate to 4.8%. Ended the year with a cash balance of $3.3B and only $323M of debt due by the end of 2016. — Achieved record copper production of 373,000 tonnes. — Increased coal sales and production both by 8%. — Achieved new collective labour agreements at five of our sites. — Named the top-ranked Canadian company on the Global 100 Most Sustainable Corporations list by media and investment research company Corporate Knights.
R. A. Millos SVP, Finance and CFO	— Effectively managed the Corporation’s relationships with lenders and credit rating agencies in order to achieve the Corporation’s objective of maintaining a strong balance sheet and access to a wide range of sources of capital. — Provided guidance and support for fund raising requirements of the Corporation, including raising $2.75 billion to refinance high-coupon notes with lower cost notes and extended maturities. — Ensured that the Corporation’s internal and external financial information is prepared on a relevant, timely and accurate basis. — Ensured information systems met the requirements of the Corporation’s various business units and assist with the selection and implementation of new systems.

Named Executive Officer	Personal Performance Achievements in Relation to Objectives
	— Ensured adequate controls and procedures were maintained and operating effectively to safeguard the Corporation’s assets. — Supported all of the Corporation’s business units with accounting, treasury, tax, information systems and investor relations advice and support as required.
R. J. Vance SVP, Corporate Development	— Converted specific advanced stage CESL commercialization opportunities into contractual agreements with partners to employ the technology in their respective operations. — Developed and executed strategy for negotiations regarding joint ventures to maximize Teck’s direct, unencumbered interest in coking coal production. — Assisted in the development and execution of a comprehensive financing and power supply agreement for future operations including resolution of minority partner participation. — Ensured that financial, strategic, technical and/or commercial analysis and assistance was provided to Business Units and Project Development in pursuit of internal growth or asset value-enhancing opportunities. — Developed marketing strategies for expected quantity and quality of each project’s concentrate production.
P. C. Rozee SVP, Commercial and Legal Affairs	— Ensured delivery of proactive, timely and effective legal services. — Continued to strengthen legal team and refine service delivery model. — Successfully managed specific legal matters. — Provided strategic direction on various contentious matters.
I. C. Kilgour SVP, Coal	— Led safety improvement in the Coal business unit, with Total Recordable Injury Frequency reduced by 38%, Lost Time Injury Frequency reduced by 55% and severity reduced by 20%, to achieve best year on record. — Progressed Selenium management through the applied research and development program and significant field projects. — Achieved guidance with production of 24.7Mt, an increase of 1.9Mt over 2011. — Achieved coal sales of 24Mt, an 8% increase over 2011, with record coal sales into the developing markets of China and India, and developed the strength of the coal marketing team. — Focused coal personnel on cost control to achieve cost/tonne produced 4% lower than 2011. — Developed the integrated Coal 5 Year Plan which guides budgets and projects planned for 2013 to 2017. — Completed Elkview plant expansion and mining equipment purchases to increase production capacity to 27Mtpa. — Submitted permit application for the Quintette project, compliant with new Provincial regulations for caribou management. — Completed Feasibility Study for the expansion of Neptune terminal to 18.5Mt. — Actively sponsored Teck supervisor development program.

Year	Stock Options		Share Units
Year	# Granted	% of total Class B subordinate voting shares outstanding(1)	# Granted
2012	1,524,821	0.27%	683,460
2011	910,275	0.16%	386,210

Named Executive Officer	2012 Salary	Share Ownership Guideline		Shareholdings(1)		Compliance
Named Executive Officer	2012 Salary	Multiple of Salary	Value	Number of Shares	Value(2)	Compliance
D. R. Lindsay	$1,400,000	4x	$5,600,000	683,431	28,145,967	Met
R. A. Millos	$600,000	2x	$1,200,000	169,151	6,966,202	Met
R. J. Vance	$650,000	2x	$1,300,000	77,834	3,205,464	Met
P. C. Rozee	$600,000	2x	$1,200,000	212,589	8,755,124	Met
I. C. Kilgour	$600,000	2x	$1,200,000	51,926	2,138,486	Met