Base Prospectus dated 14 June 2019 Glencore Finance (Europe) Limited (incorporated in Jersey) guaranteed by Glencore plc (incorporated in Jersey) and Glencore International AG (incorporated in Switzerland) and Glencore (Schweiz) AG (incorporated in Switzerland) U.S.$20,000,000,000 Euro Medium Term Note Programme Arranger Barclays Dealers Barclays BNP PARIBAS Citigroup Credit Suisse Deutsche Bank HSBC J.P. Morgan NatWest Markets Under this U.S.$20,000,000,000 Euro Medium Term Note Programme (the “Programme”), Glencore Finance (Europe) Limited (the “Issuer”) may from time to time issue notes (the “Notes”) unconditionally (subject, in the case of Glencore (Schweiz) AG, to applicable Swiss law) and irrevocably guaranteed by Glencore plc (“Glencore” or the “Company”), Glencore International AG and Glencore (Schweiz) AG (each a “Guarantor” and together, the “Guarantors”) and denominated in any currency agreed between the Issuer, the Guarantors and the relevant Dealer (as defined below). The maximum aggregate principal amount of Notes outstanding at any one time under the Programme will not exceed U.S.$20,000,000,000 (and for this purpose, any Notes denominated in another currency shall be translated into U.S. dollars at the date of the agreement to issue such Notes (calculated in accordance with the provisions of the Dealership Agreement (as defined under “Subscription and Sale”)). The maximum aggregate principal amount of Notes which may be outstanding at any one time under the Programme may be increased from time to time, subject to compliance with the relevant provisions of the Dealership Agreement as defined under “Subscription and Sale”. The Notes may be issued on a continuing basis to one or more of the Dealers specified under “General Description of the Programme” and any additional Dealer appointed under the Programme from time to time by the Issuer and each Guarantor (each a “Dealer” and together the “Dealers”), which appointment may be for a specific issue or on an ongoing basis. References in this Base Prospectus to the “relevant Dealer” shall, in relation to an issue of Notes being (or intended to be) subscribed by more than one Dealer, be to the lead manager of such issue and, in relation to an issue of Notes subscribed by one Dealer, be to such Dealer. Application has been made for Notes issued under the Programme for the period of 12 months after the publication of this Base Prospectus to be listed on the Official List of the Luxembourg Stock Exchange and admitted to trading on the regulated market of the Luxembourg Stock Exchange (the “Luxembourg Stock Exchange’s Regulated Market”). References in the Base Prospectus to Notes being “listed” (and all related references) shall mean that such Notes have been listed on the Luxembourg Stock Exchange and admitted to trading on the Luxembourg Stock Exchange’s Regulated Market. The Luxembourg Stock Exchange’s Regulated Market is a regulated market for the purposes of the Directive of the European Parliament and the Council on markets in financial instruments 2014/65/EU (as amended, “MiFID II”). The Programme also permits Notes to be issued on the basis that they will not be admitted to listing, trading and/or quotation by any listing authority, stock exchange and/or quotation system or to be admitted to listing, trading and/or quotation by such other or further listing authorities as may be agreed with the Issuer (“Exempt Notes”). The Luxembourg Commission de Surveillance du Secteur Financier (the “CSSF”) has neither approved nor reviewed information contained in this Base Prospectus in connection with any Exempt Notes. Notice of the aggregate nominal amount of the Notes, interest (if any) payable in respect of Notes, the issue price of Notes and any other terms and conditions which are applicable to each Tranche (as defined under “Terms and Conditions of the Notes”) of Notes will be set out in the applicable final terms (the “Final Terms”) which, with respect to the Notes to be admitted to listing on the Official List of the Luxembourg Stock Exchange and to trading on the Regulated Market of the Luxembourg Stock Exchange, will be filed with the Luxembourg Stock Exchange and the CSSF. In the case of any Notes which are to be admitted to trading on a regulated market within the European Economic Area or offered to the public in a Member State of the European Economic Area in circumstances which require the publication of a prospectus under the Prospectus Directive (as defined herein), the minimum specified denomination shall be €100,000 (or its equivalent in any other currency as at the date of issue of the Notes). This document comprises a base prospectus for the purposes of Article 5.4 of the Prospectus Directive and for the purpose of giving information with regard to the Issuer and each Guarantor, which, according to the particular nature of the Issuer and each Guarantor and the Notes, is necessary to enable investors to make an informed assessment of the liabilities, financial position, profit and losses and prospects of the Issuer. 2 References in this Base Prospectus to the “Group” are to references to the Company and its subsidiaries and any subsidiary thereof from time to time, and references to “Xstrata” are to Xstrata Limited (previously known as Xstrata plc) and its subsidiaries and any subsidiary thereof as at completion of the acquisition by Glencore of Xstrata completed on 2 May 2013 (the “Acquisition”). The companies in which Glencore directly and indirectly has an interest are separate and distinct legal entities. In this document, “Glencore” and “Group” is used for convenience only where references are made to Glencore plc and its subsidiaries in general. These collective expressions are used for ease of reference only and do not imply any other relationship between the companies. Likewise, the words “we”, “us” and “our” are also used to refer collectively to members of the Group or to those who work for them. These expressions are also used where no useful purpose is served by identifying the particular company or companies. This document comprises the base prospectus in respect of Glencore Finance (Europe) Limited and for that purpose, this whole document would be referred to as the “Base Prospectus”. This Base Prospectus has been approved by the CSSF which is the Luxembourg competent authority for the purpose of the Prospectus Directive and relevant implementing measures in Luxembourg, as a base prospectus issued in compliance with the Prospectus Directive and relevant implementing measures in Luxembourg for the purpose of giving information with regard to the issue of Notes issued under the Programme described in this Base Prospectus during the period of twelve months after the date hereof. By approving this Base Prospectus, the CSSF does not give any undertaking as to the economical and financial soundness of the operation or the quality or solvency of the Issuer in line with the provisions of article 7(7) of the Luxembourg Act dated 10 July 2005 (as amended) relating to prospectuses for securities (loi relative aux prospectus pour valeurs mobilières). Prospective investors should have regard to the factors described under the section headed “Risk Factors” in this Base Prospectus. The Programme is, as of the date of this Base Prospectus, rated Baa1 in respect of the Notes by Moody’s Investors Service Ltd. (“Moody’s”) and BBB+ in respect of the Notes by S&P Global Ratings Europe Limited (“S&P”). Moody’s and S&P are established in the European Union and are registered under Regulation (EC) No 1060/2009 on credit rating agencies, as amended (the “CRA Regulation”). Further information relating to the registration of rating agencies under the CRA Regulation and a current list of registered credit rating agencies can be found on the website of the European Securities and Markets Authority. Tranches of Notes issued under the Programme may be rated or unrated. Where a Tranche of Notes is rated, the applicable rating(s), which will not necessarily be the same as the rating applicable to the Programme, will be specified in the relevant Final Terms. In general, European regulated investors are restricted from using a rating for regulatory purposes if such rating is not issued by a credit rating agency established in the European Union and registered under the CRA Regulation. A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, change or withdrawal at any time by the assigning rating agency. Amounts payable under any floating rate notes (“Floating Rate Notes”) may be calculated by reference to one of LIBOR or EURIBOR (each as defined herein), as specified in the applicable Final Terms. As at the date of this Prospectus, the administrator of EURIBOR does not appear on the register of administrators and benchmarks (“Register of Administrators”) established and maintained by the European Securities and Markets Authority (“ESMA”) pursuant to article 36 of the Benchmark Regulation (Regulation (EU) 2016/1011) (the “BMR”). As far as the Issuer is aware, the transitional provisions in Article 51 of the BMR apply, such that the administrator of EURIBOR is not currently required to obtain authorisation or registration. As of the date of this Prospectus, IBA (ICE Benchmark Administration Ltd), the administrator of LIBOR, is included on the Register of Administrators. 3 This document should be read and construed together with any supplements hereto and with any other documents incorporated by reference herein and, in relation