News: RIO UPDATE 1-Two Turquoise Hill investors to withhold votes on Rio Tinto's $3.3 bln bid

(Adds details on agreement, background)

Nov 2 (Reuters) - Rio Tinto (RIO) on Wednesday said two key investors in Turquoise Hill Resources TRQ.TO agreed to withhold their votes at a meeting to decide on the global miner's $3.3 billion offer for the Canadian firm.

Pentwater, Turquoise's second-largest shareholder, and SailingStone Capital Partners will also exercise their dissent rights, and Rio will increase the dissent condition under its proposal to 17.5% of issued Turquoise Hill shares from 12.5%.

Dissent rights allow shareholders to sell their stake at fair value if a company takes a decision that they do not agree with.

The parties agreed that dissent proceedings and some other claims would be conducted by arbitration, and the investors would be paid C$34.40 per share after deal close and the remaining consideration after the arbitration ends, Rio said.

Pentwater and SailingStone have been the most vocal in opposing Rio's C$43-per-share offer for the 49% of Turquoise Hill it does not already own as "too low". Rio reaffirmed on Wednesday that its offer was "best and final".

Turquoise Hill earlier on Wednesday delayed a special shareholder meeting to vote on the proposed deal by a week to Nov. 8 at Rio Tinto's request.