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Glencore PLC AGM Information 2012

Mar 26, 2012

6185_agm-r_2012-03-26_a00c2182-4f9e-4b15-bd22-53b8ca1e69a1.pdf

AGM Information

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GLENCORE INTERNATIONAL plc

Attendance Card

Please bring this card with you to the Meeting and present it at Shareholder registration/accreditation.

The Chairman of Glencore International Plc invites you to attend the Annual General Meeting of the Company to be held at Theater-Casino Zug, Artherstrasse 2-4, Zug, Switzerland on 9 May 2012 at 11:00 am (CEST) (5:00 pm Hong Kong time).

Shareholder Reference Number

Personal Identification Number

Form of Proxy - Annual General Meeting to be held on 9 May 2012

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Cast your Proxy online...It's fast, easy and secure!

www.investorcentre.co.uk/eproxy Control Number:911254 SRN:CO00000000 PIN:1245

You will be asked to enter the Control Number, the Shareholder Reference Number (SRN) and PIN and agree to certain terms and conditions.

View the Annual Report online: www.glencore.com

Register at www.computershare.com/hk/investors - manage your shareholding online, the easy way!

To be effective, all proxy appointments must be lodged with the Company's Registrars at:

Computershare Hong Kong Investor Services Limited, 17 M Floor, Hopewell Centre, 183 Queen's Road East,

Wan Chai, Hong Kong by 7 May 2012 at 5:00 pm (Hong Kong time).

Kindly Note: This form is issued only to the addressee(s) and is specific to the unique designated account printed hereon. This personalised form is not transferable between different: (i) account holders; or (ii) uniquely designated accounts. The Company and Computershare Hong Kong Investor Services Limited accept no liability for any instruction that does not comply with these conditions.

Please complete this box only if you wish to appoint a third party proxy other than the Chairman.

Please leave this box blank if you want to select the Chairman. Do not insert your own name(s).

*

I/We hereby appoint the Chairman of the Meeting OR the person indicated in the box above as my/our proxy to attend, speak and vote in respect of my/our full voting entitlement* on my/our behalf at the Annual General Meeting of Glencore International Plc to be held at Theater-Casino Zug, Artherstrasse 2-4, Zug, Switzerland on 9 May 2012 at 11:00 am (CEST) (5:00 pm Hong Kong time), and at any adjourned meeting.

  • For the appointment of more than one proxy, please refer to Explanatory Note 2 (see below).

☐ Please mark here to indicate that this proxy appointment is one of multiple appointments being made.

Please use a black pen. Mark with an X inside the box as shown in this example. ☐

Ordinary Resolutions For Against Vote Withheld
1. To receive Glencore's accounts and the reports of the Directors and auditors for the year ended 31 December 2011 (the "2011 Annual Report).
2. To declare a final dividend of U.S.$0.10 per ordinary share for the year ended 31 December 2011.
3. To elect Simon Murray (Non-Executive Chairman) as a Director.
4. To elect Ivan Glasenberg (Chief Executive Officer) as a Director.
5. To elect Steven Kalmin (Chief Financial Officer) as a Director.
6. To elect Peter Coates (Independent Non-Executive Director) as a Director.
7. To elect Leonhard Fischer (Independent Non-Executive Director) as a Director.
8. To elect Anthony Hayward (Senior Independent Non-Executive Director) as a Director.
Ordinary Resolutions For Against Vote Withheld
--- --- --- ---
9. To elect William Macaulay (Independent Non-Executive Director) as a Director.
10. To elect Li Ning (Independent Non-Executive Director) as a Director.
11. To approve the Directors' Remuneration Report on pages 91 to 96 of the 2011 Annual Report.
12. To reappoint Deloitte LLP as Glencore's auditors to hold office until the conclusion of the next general meeting at which accounts are laid.
13. To authorise the audit committee to fix the remuneration of the auditors.
14. To allot shares or grant rights to subscribe for or to convert any security into shares.
Special Resolutions
15. Subject to and conditionally upon the passing of resolution 14, to empower the Directors to allot equity securities.
16. Glencore be and is hereby generally and unconditionally authorised pursuant to Article 57 of the Companies (Jersey) Law 1991 to make market purchases of ordinary shares.

I/We instruct my/our proxy as indicated on this form. Unless otherwise instructed the proxy may vote as he or she sees fit or abstain in relation to any business of the meeting.

Signature

Date

DD/MM/YY

In the case of a corporation, this proxy must be given under its common seal or be signed on its behalf by an attorney or officer duly authorised, stating their capacity (e.g. director, secretary).

Explanatory Notes:

  1. Every holder has the right to appoint some other person(s) of their choice, who need not be a shareholder, as his proxy to exercise all or any of his rights, to attend, speak and vote on their behalf at the meeting. If you wish to appoint a person other than the Chairman, please insert the name of your chosen proxy holder in the space provided (see above). If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxy holder's name (see above) the number of shares in relation to which they are authorised to act as your proxy. If returned without an indication as to how the proxy shall vote on any particular matter, the proxy will exercise his discretion as to whether, and if so how, he votes (or if this proxy form has been issued in respect of a designated account for a shareholder, the proxy will exercise his discretion as to whether, and if so how, he votes).
  2. To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting the Hong Kong Share Registrar, Computershare Hong Kong Investor Services Limited (2862 8555) or you may photocopy this form. Please indicate in the box next to the proxy holder's name (see above) the number of shares in relation to which they are authorised to act as your proxy. Please also indicate by marking the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope.
  3. The "Vote Withheld" option overleaf is provided to enable you to abstain on any particular resolution. However, it should be noted that a "Vote Withheld" is not a vote in law and will not be counted in the calculation of the proportion of the votes "For" and "Against" a resolution.

  4. Pursuant to Article 40 of the Companies (Uncertificated Securities) (Jersey) Order 1999, entitlement to attend and vote at the meeting and the number of votes which may be cast thereal will be determined by reference to the Register of Members of the Company at close of business on the day which is two days before the day of the meeting. Changes to entries on the Register of Members after that time shall be disregarded in determining the rights of any person to attend and vote at the meeting.

  5. To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via the CREST system, CREST messages must be received by the issuer's agent (ID number 3R466) not later than 48 hours before the time appointed for holding the meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the CREST system) from which the issuer's agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent by CREST in the circumstances set out in Article 34 of the Companies (Uncertificated Securities) (Jersey) Order 1999.
  6. The above is how your address appears on the Register of Members. If this information is incorrect please ring the Hong Kong Share Registrar, Computershare Hong Kong Investor Services Limited (2862 8555) to request a change of address form or go to www.computershare.com/hk/investors to use the online Investor Centre service.
  7. Any alterations made to this form should be initialled.
  8. The completion and return of this form will not preclude a member from attending the meeting and voting in person.