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150316 AGM Notice 2015

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150316 AGM Notice 2015 THIS CIRCULAR AND THE ACCOMPANYING DOCUMENT RELATING TO THE LONMIN DISTRIBUTION ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE ATTENTION IF YOU HOLD 30,000 GLENCORE SHARES OR FEWER AND ARE ELIGIBLE TO RECEIVE LONMIN SHARES UNDER THE LONMIN DISTRIBUTION, YOU ARE REQUIRED TO TAKE ACTION IF YOU WISH TO RETAIN YOUR LONMIN SHARES If you are in any doubt as to any aspect of the proposals referred to in this document or as to the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other professional adviser authorised under the Financial Services and Markets Act 2000 immediately or from another appropriately authorised independent financial adviser if you are in a territory outside the United Kingdom. If you have sold or otherwise transferred all of your shares in Glencore plc please send this document, together with the accompanying documents, at once to the relevant purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the relevant purchaser or transferee. A form of proxy for use at the AGM is enclosed and, to be valid, should be completed and returned in accordance with the instructions printed on the form so as to be received by Glencore plc’s registrars, Computershare, as soon as possible but, in any event, so as to arrive no later than 11 a.m. CEST on 5 May 2015. Completion and return of a form of proxy will not prevent shareholders from attending and voting in person should they wish to do so. Notes on completing and returning the form of proxy can be found on the form and in the notice of meeting and should be read carefully before the form is completed. Notice of 2015 Annual General Meeting (AGM ) to be held at Theater-Casino Zug, Artherstrasse 2-4, Zug, Switzerland on 7 May 2015 at 11 a.m. Central European Summer Time ( CEST ) This circular does not constitute an offer to sell nor a solicitation to buy securities as such terms are defined under the US Securities Act of 1933 (the US Securities Act ). The ordinary shares of Lonmin plc ( Lonmin Shares ) have not been and will not be registered under the US Securities Act or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, taken up or renounced, directly or indirectly, within the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. There will be no public offer of the Lonmin Shares in the United States. The Lonmin Shares being offered outside the United States are being offered in reliance on Regulation S under the US Securities Act. Subject to certain exceptions, any person who acquires Lonmin Shares will be deemed to have declared, warranted and agreed, by accepting delivery of this document or accepting delivery of the Lonmin Shares, that they are not, and that at the time of acquiring the Lonmin Shares they will not be, in the United States or acting on a non-discretionary basis on behalf of, or for the account or benefit of, a person in the United States. Notwithstanding the foregoing, Glencore reserves the right to offer and deliver the Lonmin Shares to a limited number of shareholders in the United States reasonably believed to be “qualified institutional buyers” within the meaning of Rule 144A under the US Securities Act ( QIBs ), in offerings exempt from, or in a transaction not subject to, the registration requirements under the US Securities Act. If you are a QIB, in order to acquire any Lonmin Shares, you must sign and deliver an investor letter. No representation has been or will be made by Glencore as to the availability of an exemption under the US Securities Act or any state securities laws for the re-offer, sale, pledge or transfer of the Lonmin Shares by any investor. Glencore reserves the right not to distribute any Lonmin Shares to shareholders with a registered address in the United States, that provide an address in the United States for the acceptance of Lonmin Shares or that otherwise appear to Glencore to be located in the United States, where Glencore believes delivery of the Lonmin Shares may infringe on applicable legal or regulatory requirements. NOTICE OF ANNUAL GENERAL MEETING 2 April 2015 Dear Shareholder, I am pleased to be writing to you with details of our 2015 AGM. The AGM will be held at Theater-Casino Zug, Artherstrasse 2-4, Zug, Switzerland on 7 May 2015 at 11 a.m. Central European Summer Time ( CEST ). The formal notice of AGM is set out on pages 3 - 5 of this document. The notice describes the business that will be proposed and sets out the procedures for your participation and voting. The AGM provides shareholders with an opportunity to communicate with the Directors and we welcome your participation. Please note that only those shareholders on the register at 7 p.m. CEST on 5 May 2015 (or in the event that the AGM is adjourned, 7 p.m. CEST on the day two days prior to the adjourned meeting) will be entitled to attend and/or vote at the AGM. If you would like to vote on the resolutions but cannot come to the AGM, please fill in the proxy form sent to you with this notice and return it in accordance with the instructions printed on the form as soon as possible. It must be received by 11 a.m. CEST on 5 May 2015. Notes on completing and returning the form of proxy can be found on the form and in the notice of meeting and should be read carefully before the form is completed. Shareholders are being asked this year to approve two distributions: 1. a final distribution of U.S.$ 0.12 per ordinary share for the year ended 31 December 2014; and 2. a distribution in specie of the shares in Lonmin plc held by Glencore plc (the Lonmin distribution ). Further details of the Lonmin distribution are set out in the accompanying document. The notice of the meeting sets out the same or similar usual business as for previous AGMs of the Company except for resolution 3, which concerns the Lonmin distribution. Further explanation of these resolutions and the other business to be considered at this year’s AGM appears on pages 9 -13 of this document. The Directors consider that all the resolutions to be put to the meeting are in the best interests of the Company and its shareholders as a whole. Your Board will be voting in favour of them and unanimously recommends that you vote in favour of them. Yours sincerely Tony Hayward Chairman 2 Notice is hereby given that the Annual General Meeting (AGM ) of Glencore plc (the Company ) will be held at Theater-Casino Zug, Artherstrasse 2 - 4, Zug, Switzerland on 7 May 2015 at 11 a.m. Central European Summer Time (CEST ) to consider and, if thought fit, pass the following resolutions, of which resolutions 16 and 17 shall be proposed as special resolutions and all the other resolutions shall be proposed as ordinary resolutions : 1 To receive the Company’s accounts and the reports of the Directors and auditors for the year ended 31 December 2014 (2014 Annual Report ). 2 To approve a final distribution of U.S.$ 0.12 per ordinary share for the year ended 31 December 2014 which the Directors propose, and the shareholders resolve, is to be paid only from the capital contribution reserves of the Company. 3 To approve a distribution in specie of 139,513,430 ordinary shares of US$1 each in Lonmin plc (Lonmin Shares ) to shareholders on the register of members at 7 p.m. CEST on 15 May 2015 (or such other time and date as the Directors, or any duly authorised committee of them, may determine), which the Directors propose, and the shareholders resolve, is to be effected out of the capital contribution reserves of the Company, such Lonmin Shares to be apportioned pro rata among shareholders, provided that: (i) each shareholder’s entitlement shall be rounded down to the nearest whole number of Lonmin Shares and where such apportionment would otherwise have resulted in any shareholder being entitled to a fraction of a Lonmin Share such fraction shall be aggregated with the fractions of a Lonmin Share to which all other shareholders would otherwise have been entitled and the Directors be and are hereby authorised to sell (or appoint any other person to sell) to any person, on behalf of Glencore, all the Lonmin Shares representing such fractions to any person, and for Glencore to retain the proceeds of sale; (ii) where the Directors reasonably consider that, due to legal or practical problems under the laws of, or the requirements of any recognised regulatory body, stock exchange or clearing system in, any territory, or due to the number of Lonmin Shares comprised in certain shareholders’ entitlements falling below a threshold that may be determined by the Directors, difficulties would arise in the distribution of Lonmin Shares to shareholders in such territories (or to certain shareholders in such territories) or below such a threshold, the Directors be and are hereby authorised to sell (or appoint any other person to sell) to any person, on behalf of such shareholders (or any of them), all the Lonmin Shares to which they would otherwise be entitled (after the sale of shares representing fractional entitlements pursuant to (i) above), and to remit the net proceeds of sale to such shareholders pro rata ; (iii) the Company Secretary or any Director (or any person appointed by the Directors) shall be and is hereby authorised to execute an instrument of transfer in respect of the Lonmin Shares (or any of them) on behalf of Glencore and to do all acts and things the Directors (or any duly authorised committee of them) consider necessary or expedient to effect the transfer of the Lonmin Shares (or any of them) to, or in accordance with the directions of, any buyer or other transferee of any such shares.
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