24MAR201200234306

Notice of 2013 Annual General Meeting to be held at Theater-Casino Zug, Artherstrasse 2-4, Zug, Switzerland on 16 May 2013 at 11 a.m. Central European Summer Time (CEST)

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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 UK.

If you have sold or otherwise transferred all of your shares in Glencore International plc (to be renamed Glencore Xstrata plc on the merger with Xstrata plc becoming effective), 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 Annual General Meeting 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 International plc's registrars, Computershare, as soon as possible but, in any event, so as to arrive no later than 11 a.m. CEST on 14 May 2013. 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.

29APR201112360539 (Incorporated in Jersey under the Companies (Jersey) Law 1991 with registered number 107710)

Registered Office Queensway House Hilgrove Street St Helier Jersey JE1 1ES

(Incorporated in Jersey under the Companies (Jersey) Law 1991 with registered number 107710)

22 April 2013

Dear Shareholder,

We are pleased to be writing to you with details of our second Annual General Meeting (''AGM''). Given the expected timetable for completion of the merger of Glencore International plc (the ''Company'') with Xstrata plc (the ''Merger''), it is also likely to be our first AGM as a combined group.

The AGM will be held at Theater-Casino Zug, Artherstrasse 2-4, Zug, Switzerland on 16 May 2013 at 11 a.m. Central European Summer Time (''CEST''). The formal notice of AGM is set out on pages 4 and 5 of this document.

This 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. In particular, we look forward to welcoming the new shareholders of Glencore Xstrata plc as a result of the Merger.

Please note that only those shareholders on the register at 7 p.m. CEST on 14 May 2013 (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, as expected, the Merger becomes effective prior to that date, this will include the new shareholders of Glencore Xstrata plc as a result of the Merger.

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 14 May 2013. 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 to approve a final dividend of U.S.\$0.1035 per ordinary share for the year ended 31 December 2012. If the recommended final dividend is approved, this will be paid on Friday 7 June 2013 to all ordinary shareholders who are on either (i) the Jersey register of shareholders at the close of business (UK) on Friday 24 May 2013 2013; or (ii) the Hong Kong register of shareholders at the open of business (HK) on Friday 24 May 2013.

Upon the Merger becoming effective it is intended that Sir John Bond, Con Fauconnier, Peter Hooley, Sir Steve Robson and Ian Strachan will be appointed Directors of the Company. On the basis that the Merger will become effective prior to the AGM, they have each been put forward for election as Directors, as is required by the Company's articles of association (the ''Articles''). Simon Murray, Steven Kalmin, Peter Coates and Li Ning have agreed to retire as Directors upon the Merger becoming effective and so are only standing for re-election on the basis that the Merger has not become effective prior to the AGM for some reason.

Consistent with the recommendation in the UK Corporate Governance Code, all other Directors are standing for re-election by shareholders at the AGM.

Further explanation of the business to be considered at this year's AGM appears on pages 9 to 11 of this document.

NOTICE OF ANNUAL GENERAL MEETING

29APR201112360539

(Incorporated in Jersey under the Companies (Jersey) Law 1991 with registered number 107710)

Notice is hereby given that the annual general meeting (''AGM'') of Glencore International plc (the ''Company'') will be held at Theater-Casino Zug, Artherstrasse 2 - 4, Zug, Switzerland on 16 May 2013 at 11 a.m. Central European Summer Time (''CEST'') to consider and, if thought fit, pass the following:

Resolutions 1 to 19 to 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 2012 (the ''2012 Annual Report'').
2 To declare a final dividend of U.S.\$0.1035 per ordinary share for the year ended 31 December 2012 which the Directors propose, and the shareholders resolve, is to be paid only from the capital contribution reserves of the Company.
3 To re-elect Ivan Glasenberg (Chief Executive Officer) as a Director.
4 To re-elect Anthony Hayward (Senior Independent Non-Executive Director) as a Director.
5 To re-elect Leonhard Fischer (Independent Non-Executive Director) as a Director.
6 To re-elect William Macaulay (Independent Non-Executive Director) as a Director.
7 Subject to the Company's merger with Xstrata plc (the ''Merger'') becoming effective and Sir John Bond being appointed as a Director, to elect Sir John Bond (Independent Non-Executive Chairman) as a Director.
8 Subject to the Merger becoming effective and Sir Steve Robson being appointed as a Director, to elect Sir Steve Robson (Independent Non-Executive Director) as a Director.
9 Subject to the Merger becoming effective and Ian Strachan being appointed as a Director, to elect Ian Strachan (Independent Non-Executive Director) as a Director.
10 Subject to the Merger becoming effective and Con Fauconnier being appointed as a Director, to elect Con Fauconnier (Independent Non-Executive Director) as a Director.
11 Subject to the Merger becoming effective and Peter Hooley being appointed as a Director, to elect Peter Hooley (Independent Non-Executive Director) as a Director.
12 Subject to the Merger having not become effective, to re-elect Simon Murray (Independent Non-Executive Chairman) as a Director.
13 Subject to the Merger having not become effective, to re-elect Steven Kalmin (Chief Financial Officer) as a Director.
14 Subject to the Merger having not become effective, to re-elect Peter Coates (Director) as a Director.
15 Subject to the Merger having not become effective, to re-elect Li Ning (Independent Non-Executive Director) as a Director.
16 To approve the Directors' Remuneration Report on pages 93 to 100 of the 2012 Annual Report.
17 To reappoint Deloitte LLP as the Company's auditors to hold office until the conclusion of the next general meeting at which accounts are laid.
18 To authorise the audit committee to fix the remuneration of the auditors.
19 To renew the authority conferred on the Directors pursuant to Article 10.2 of the Company's articles of association (the ''Articles'') to allot shares or grant rights to subscribe for or to convert any security into shares for an Allotment Period (as defined in the Articles) commencing on the date of the passing of this resolution and ending on the earlier of 30 June 2014 and the conclusion of the Company's AGM in 2014, and for that purpose the Authorised Allotment Amount (as defined in the Articles) shall be U.S.\$44,211,563 and the Rights Issue Allotment Amount (as defined in the Articles) shall be U.S.\$44,211,563.

Resolutions 20 and 21 to be proposed as special resolutions:

20 Subject to and conditionally upon the passing of resolution 19, to empower the Directors pursuant to Article 10.3 of the Articles to allot equity securities for an Allotment Period (each as defined in the Articles) commencing on the date of the passing of this resolution and ending on the earlier of 30 June 2014 and the conclusion of the Company's AGM in 2014 wholly for cash as if Article 11 of the Articles did not apply to such allotment and, for the purposes of Article paragraph 10.3(c), the Non-Pre-Emptive Amount (as defined in the Articles) shall be U.S.\$6,631,735.

21 That:

(i) the Company be and is hereby generally and unconditionally authorised pursuant to Article 57 of the Companies (Jersey) Law 1991 (the ''Companies Law'') to make market purchases of ordinary shares, provided that:
(a) the maximum number of ordinary shares authorised to be purchased is 1,326,346,889;
(b) the minimum price, exclusive of any expenses, which may be paid for an ordinary share is U.S.\$0.01;
(c) the maximum price, exclusive of any expenses, which may be paid for an ordinary share shall be the higher of:
- 1. an amount equal to 5 per cent. above the average of the middle market quotations for ordinary shares taken from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which such shares are contracted to be purchased; and
- 1. the higher of the price of the last independent trade and the highest current independent bid on the London Stock Exchange Daily Official List at the time that the purchase is carried out; and
(d) the authority hereby conferred shall expire on the earlier of the conclusion of the Company's AGM in 2014 or on 30 June 2014 (except that the Company may make a contract to purchase ordinary shares under this authority before such authority expires, which will or may be executed wholly or partly after the expiry of such authority, and may make purchases of ordinary shares in pursuance of any such contract as if such authority had not expired); and
(ii) the Company be and is hereby generally and unconditionally authorised pursuant to Article 58A of the Companies Law, to hold, if the Directors so desire, as treasury shares, any ordinary shares purchased pursuant to the authority conferred by paragraph (i) of this resolution.

BY ORDER OF THE BOARD

19APR201311370777

John Burton Queensway House Company Secretary Hilgrove Street

Registered Office: St Helier 22 April 2013 Jersey JE1 1ES

IMPORTANT INFORMATION

Right to attend and vote

1 The Company, pursuant to the Companies (Uncertificated Securities) (Jersey) Order 1999, specifies that only those persons entered on the Company's principal register of shareholders in Jersey (the ''Principal Register'') or the Company's branch register of shareholders in Hong Kong (the ''Branch Register'') as at 7 p.m. CEST on 14 May 2013 shall be entitled to attend or vote at the AGM in respect of the number of shares registered in their name at that time. Changes to entries on the Principal Register or Branch Register after 7 p.m. CEST on 14 May 2013 shall be disregarded in determining the rights of any person to attend or vote at the AGM. If the AGM is adjourned then, to be so entitled, shareholders must be entered on the Principal Register or Branch Register at 7 p.m. CEST on the day two days prior to the adjourned meeting or, if the Company gives notice of the adjourned meeting, at the time specified in that notice. Changes to entries in the Principal Register or Branch Register after 7 p.m. CEST on the relevant date shall be disregarded in determining the rights of any person to attend or vote at the adjourned meeting.

Proxy appointment

2 A shareholder who is entitled to attend, speak and vote is entitled to appoint another person as his proxy to exercise all or any of his rights to attend, speak and vote at the AGM. A proxy need not be a shareholder of the Company. A shareholder may appoint more than one proxy in relation to the AGM, provided that the total number of such proxies shall not exceed the total number of shares carrying an entitlement to attend such meeting held by such shareholder. Shareholders may appoint a proxy using the enclosed form of proxy, the CREST electronic proxy appointment service (described below) or Computershare's online proxy appointment service at www.investorcenter.co.uk/eproxy (also described below).
3 The appointment of a proxy will not prevent a shareholder from subsequently attending and voting at the meeting in person.
4 Any corporation which is a shareholder of the Company may, by resolution of its directors or other governing body, authorise such person as it thinks fit to act as its representative at the AGM. The person so authorised shall be entitled to exercise the same powers on behalf of such corporation as the corporation could exercise if it were an individual shareholder of the Company. Under the Companies (Jersey) Law 1991, corporations may only appoint one corporate representative. Corporations wishing to allocate their votes to more than one person should use the proxy arrangements.
5 Where a person is authorised to represent a body corporate, the Directors or the chairman may require him to produce a certified copy of the resolution from which he derives his authority.
6 Any person to whom this notice is sent who is a person nominated to enjoy information rights (a ''Nominated Person'') may, under an agreement between him and the shareholder by whom he was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the meeting. Alternatively, if a Nominated Person has no such right, or does not wish to exercise it, he may, under any such agreement, have a right to give instructions to the relevant shareholder as to the exercise of voting rights.
7 The statement of the rights of shareholders in relation to the appointment of proxies in paragraphs 2 and 3 above does not apply to Nominated Persons. The rights described in those paragraphs can only be exercised by the shareholders of the Company.
8 To be valid, an appointment of proxy must be returned using one of the following methods:
(i) by sending a duly authorised proxy form (together, if appropriate, with the power of attorney or other written authority under which it is signed or a certified copy of such power or authority) to the Company's registered office or the Company's registrars, Computershare at: c/o The Pavilions, Bridgwater Road, Bristol BS99 6ZY, United Kingdom or, for shareholders on the Hong Kong Register, Computershare Hong Kong Investor Services Limited, 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong;
(ii) in the case of CREST members, by utilising the CREST electronic proxy appointment service; or
(iii) in the case of shareholders who have registered online, by utilising Computershare's online proxy appointment service at www.investorcenter.co.uk/eproxy

and in each case the appointment of proxy (together with any relevant power or authority) must be received (or, in the case of the appointment of a proxy through CREST, retrieved by enquiry to CREST in the manner prescribed by CREST) by Computershare not later than 48 hours before the time appointed for holding the meeting.

9 If two or more valid but differing proxy appointments are received in respect of the same ordinary share, the one which is last received (regardless of its date or the date of its execution) shall be treated as replacing and revoking the others as regards that ordinary share and, if the Company is unable to determine which was last deposited, none of them shall be treated as valid in respect of that share.

CREST members

10 CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
11 In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a ''CREST Proxy Instruction'') must be properly authenticated in accordance with Euroclear UK & Ireland Limited's specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it relates to the appointment of a proxy or to an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the Company's agent not later than 11 a.m. CEST on 14 May 2013. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the Company's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
12 CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his or her CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
13 The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Article 34 of the Companies (Uncertificated Securities) (Jersey) Order 1999.

Voting by poll

14 Each of the resolutions to be put to the meeting will be voted on by poll and not by show of hands. A poll reflects the number of voting rights exercisable by each shareholder and so the Board considers it a more democratic method of voting. It is also in line with recommendations made by the Shareholder Voting Working Group and Paul Myners in 2004. Shareholders and proxies will be asked to complete a poll card to indicate how they wish to cast their votes. These cards will be collected at the end of the meeting. The results of the poll will be announced to the relevant stock exchanges and published on the Company's website once the votes have been counted and verified.
15 The Company has included on the proxy form a 'Vote Withheld' option in order for shareholders 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 votes 'For' or 'Against' the particular resolution.

Appointing a proxy and voting online

16 You may, if you wish, register the appointment of a proxy and/or voting instructions for this meeting online by registering for the Computershare service, at www.investorcentre.co.uk/eproxy. Full details of the procedures are set out on this website. The proxy appointment and/or voting instructions must be received by Computershare by no later than 11 a.m. CEST on 14 May 2013. You will need to have your form of proxy to hand when you log on as it contains information which is required during the process.
17 Please note that any electronic communication sent to the Company or Computershare that is found to contain a computer virus will not be accepted.

Questions

18 Any shareholder attending the meeting has the right to ask questions. We recognise that not all shareholders will be able to attend the meeting. If you are unable to come to the AGM but would like to ask the Directors a question, please submit your questions in advance by email to [email protected] and received by 10:30 a.m. CEST on 16 May 2013.

Audit concerns

19 Shareholders should note that, shareholders meeting the threshold requirements set out in Section 527 of the UK Companies Act 2006 have the right to require the company to publish on a website a statement setting out any matter relating to: (i) the audit of the Company's accounts (including the auditor's report and the conduct of the audit) that are to be laid before the AGM; or (ii) any circumstance connected with an auditor of the Company appointed for the financial year 2012 ceasing to hold office since the previous meeting at which annual accounts and reports were laid. In accordance with the Articles, the Company shall comply with all the obligations relating to the publication of such statement contained in the provisions of sections 527 to 529 (other than section 527(5)) of the UK Companies Act 2006 as if it were a company incorporated in the United Kingdom, provided always that the Company shall not be required to comply with the obligation set out in section 527(1) of the UK Companies Act 2006 where the Board believes in good faith that such rights are being abused.

Information about shares and voting

20 The total number of issued ordinary shares in the Company on 19 April 2013, which is the latest practicable date before the publication of this document is 7,099,456,031, carrying one vote each on a poll and the total number of votes exercisable at that date is the same number. At 19 April 2013, the Company held no treasury shares. It is expected that the total number of issued ordinary shares in the Company upon the Merger becoming effective will be 13,263,468,891, carrying one vote each on a poll and the total number of votes exercisable at that date will be the same number. It is expected that the Company will hold no treasury shares upon the Merger becoming effective.

Venue arrangements

21 To facilitate entry to the meeting, shareholders are requested to bring with them a form of identification.
22 Shareholders should note that the doors to the AGM will be open at 10.30 a.m. CEST.
23 For security reasons, all hand luggage may be subject to examination prior to the entry to the AGM. Mobile phones may not be used in the meeting hall, and cameras, tape recorders, laptop computers, video recorders and similar equipment are not allowed in the meeting hall.
24 We ask all those present at the AGM to facilitate the orderly conduct of the meeting. The Company reserves the right, if orderly conduct is threatened by a person's behaviour, to require that person to leave.
25 There will be facilities for shareholders who are in a wheelchair. Anyone accompanying a shareholder in need of assistance will be admitted to the meeting as a guest of that shareholder.

Documents available for inspection

26 Copies of the following documents may be inspected at the Company's registered office at Queensway House, Hilgrove Street, St Helier, Jersey JE1 1ES and at the venue of the AGM from 15 minutes before the AGM until it ends:
the executive directors' service contracts; and
letters of appointment of the non-executive directors.

Website information

27 A copy of this notice and other relevant shareholder information can be found at www.glencore.com/investors.

Use of electronic address

28 Shareholders may not use any electronic address provided in either this notice of meeting or any related documents (including the enclosed form of proxy) to communicate with the Company for any purposes other than those expressly stated.

Information rights

29 A shareholder who holds shares on behalf of another person may nominate that person to have information rights to receive all communications sent by the Company to its shareholders. Any shareholder wishing to make such nomination should apply to Computershare, at the address below, giving details of the nominated person including their relationship with them.

General enquiries

30 Computershare maintains the Company's register of shareholders. They provide a telephone helpline service (telephone number from the UK: 0870 707 4040; from outside the UK: 0044 870 707 4040). If you have any queries about the AGM or about your shareholding, please contact Computershare at the following address: The Pavilions, Bridgewater Road, Bristol BS99 6ZY, United Kingdom. For shareholders on the Hong Kong Register, please contact: Computershare Hong Kong Investor Services Limited, 17 M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong or the Hong Kong general helpline: (852) 2862 8555.

EXPLANATORY NOTES TO THE RESOLUTIONS

The following pages give an explanation of the proposed resolutions.

Resolutions 1 to 19 are proposed as ordinary resolutions. This means that for each of those resolutions to be passed, more than half of the votes cast must be in favour of the resolution. Resolutions 20 and 21 are proposed as special resolutions. This means that for each of those resolutions to be passed, at least three-quarters of the votes cast must be in favour of the resolution.

Resolution 1: Report and Accounts

The first item of business is the receipt by shareholders of the audited accounts for the financial year ended 31 December 2012 together with the Directors' Report and the Auditors' Report.

Resolution 2: Declaration of final dividend

This resolution seeks shareholder approval of the final dividend recommended by the Directors. The Directors are proposing a final dividend of U.S.\$0.1035 per ordinary share in the Company. The dividend will be paid only from the capital contribution reserves of the Company and it shall therefore be paid by the Company free of Swiss federal withholding tax. If the recommended final dividend is approved, this will be paid on Friday 7 June 2013 to all ordinary shareholders who are on either (i) the Jersey register of shareholders at the close of business (UK) on Friday 24 May 2013; or (ii) the Hong Kong register of shareholders at the open of business (HK) on Friday 24 May 2013.

Resolutions 3 to 15: Election and re-election of Directors

Upon the Merger becoming effective, it is intended that Sir John Bond, Con Fauconnier, Peter Hooley, Sir Steve Robson and Ian Strachan will be appointed Directors of the Company. On the basis that the Merger will become effective prior to the AGM, they have each been put forward for election as Directors, as is required by the Company's Articles.

Simon Murray, Steven Kalmin, Peter Coates and Li Ning have agreed to retire as Directors upon the Merger becoming effective and so are only standing for re-election on the basis that the Merger has not become effective prior to the AGM for some reason. If the Merger has become effective prior to the AGM, it is intended that, the Chairman will propose that resolutions 12 to 15 are not put to the meeting on the basis that they are no longer relevant.

Consistent with the recommendation in the UK Corporate Governance Code, all other Directors will seek re-election at the AGM. The Board considers each Director proposed for re-election to be effective in their role and that they continue to demonstrate the level of commitment required in connection with their role on the Board and the needs of the business.

Biographical details of the Directors are set out on pages 12 to 14 of this notice of AGM.

Resolution 16: Directors' Remuneration Report

Shareholders are invited to approve the Directors' Remuneration Report for the year ended 31 December 2012, which is included in the 2012 Annual Report (at pages 93 to 100). The vote on this resolution is advisory and no Director's remuneration is conditional upon the passing of this resolution.

Resolution 17: Re-election of Deloitte LLP as auditors

The Board, on the recommendation of the audit committee, recommends the re-election of Deloitte LLP as auditors, to hold office until the next meeting at which accounts are laid.

Resolution 18: Remuneration of the auditors

The remuneration of the auditors may be fixed by the audit committee or the Company in general meeting. The usual practice is for shareholders to resolve at the annual general meeting that the audit committee or directors decide on this remuneration.

Resolution 19: Authority to allot shares

The purpose of Resolution 19 is to renew the Directors' authority to allot shares.

The authority in Resolution 19 will allow the Directors to allot new shares and grant rights to subscribe for, or convert other securities into, shares up to a nominal value of U.S.\$44,211,563, which is equivalent to approximately one third of the total issued ordinary share capital of the Company, exclusive of treasury shares, upon the Merger becoming effective.

In addition, the Directors will be allowed to allot new shares and grant rights to subscribe for, or convert other securities into, shares only in connection with a rights issue up to a further nominal value of U.S.\$44,211,563, which is equivalent to approximately one third of the total issued ordinary share capital of the Company, exclusive of treasury shares, upon the Merger becoming effective. This is in line with UK institutional shareholder guidelines.

Given the expected timetable for completion of the Merger, Resolution 19 has been calculated on the basis of the estimated issued share capital of the Company upon the Merger becoming effective. Until such time as the Merger has become effective the Directors only intend to use any authority granted on the basis of the issued share capital of the Company prior to the Merger becoming effective.

At 19 April 2013, the Company held no treasury shares and will not hold any treasury shares upon the Merger becoming effective.

If the resolution is passed, this authority will expire on the earlier of the conclusion of the Company's 2014 AGM or 30 June 2014.

Resolution 20: Disapplication of pre-emption rights

The purpose of Resolution 20, which will be proposed as a special resolution, is to authorise the Directors to allot new shares pursuant to the authority given by Resolution 19, or sell treasury shares, for cash (i) in connection with a pre-emptive offer or rights issue or (ii) otherwise up to a nominal value of U.S.\$6,631,735, equivalent to five per cent of the total issued ordinary share capital of the Company upon the Merger becoming effective, in each case without the shares first being offered to existing shareholders in proportion to their existing holdings.

The Board considers the authority in Resolution 20 to be appropriate in order to allow the Company flexibility to make small issues of shares for cash as suitable opportunities arise.

The Board intends to adhere to the provisions in the Pre-emption Group's Statement of Principles not to allot shares for cash on a non pre-emptive basis (other than pursuant to a rights issue or pre-emptive offer) in excess of an amount equal to 7.5 per cent. of the total issued ordinary share capital of the Company within a rolling three-year period without prior consultation with shareholders.

Given the expected timetable for completion of the Merger, Resolution 20 has been calculated on the basis of the estimated issued share capital of the Company upon the Merger becoming effective. Until such time as the Merger has become effective the Directors only intend to use any authority granted on the basis of the issued share capital of the Company prior to the Merger becoming effective.

If the resolution is passed, this authority will expire on the earlier of the conclusion of the Company's 2014 AGM or 30 June 2014.

Resolution 21: Market purchase

The purpose of Resolution 21, which will be proposed as a special resolution, is to put in place a new authority to enable the Company to make market purchases of up to 1,326,346,889 ordinary shares, being approximately 10 per cent. of the issued ordinary share capital of the Company, exclusive of treasury shares, upon the Merger becoming effective. The Company's exercise of this authority is subject to the stated upper and lower limits on the price payable which reflect the requirements of the UK Listing Rules and the provisions of Article 57 of the Companies (Jersey) Law 1991.

The Company will only exercise the power of purchase after careful consideration and in circumstances where, in the light of market conditions prevailing at the time, it is satisfied that it is in the best interests of the Company and of its shareholders generally to do so and where there would be a resulting increase in earnings per share.

Given the expected timetable for completion of the Merger, Resolution 21 has been calculated on the basis of the estimated issued share capital of the Company upon the Merger becoming effective. Until such time as the Merger has become effective the Directors only intend to use any authority granted on the basis of the issued share capital of the Company prior to the Merger becoming effective.

The Companies (Jersey) Law 1991 permits the Company to hold any shares purchased by it as treasury shares as an alternative to immediately cancelling them. If the Company purchases any of its ordinary shares and holds them as treasury shares, the Company may sell these shares (or any of them) for cash, transfer these shares (or any of them) for the purposes of or pursuant to an employee share plan, cancel these shares (or any of them) or continue to hold them as treasury shares.

Holding such shares as treasury shares gives the Company the ability to reissue them quickly and cost effectively and provides additional flexibility in the management of the Company's capital base. No dividends will be paid on, and no voting rights will be exercised in respect of, shares held as treasury shares.

If granted, this authority will expire on the earlier of the conclusion of the Company's 2014 AGM or 30 June 2014.

DIRECTORS' BIOGRAPHIES

Current Glencore Directors

Each of the current Glencore Directors was appointed to the Board in March or April 2011.

Ivan Glasenberg (age 56)

Ivan Glasenberg joined Glencore in April 1984 and has been Chief Executive Officer since January 2002. Mr Glasenberg initially spent three years working in the coal/coke commodity department in South Africa as a marketer, before spending two years in Australia as head of the Asian coal/coke commodity division. Between 1988 and 1989, he was based in Hong Kong as head of Glencore's Hong Kong and Beijing offices, as well as head of coal marketing in Asia, where his responsibilities included overseeing the Asian coal marketing business of Glencore and managing the administrative functions of the Hong Kong and Beijing offices. In January 1990, he was made responsible for the worldwide coal business of Glencore for both marketing and industrial assets, and remained in this role until he became Chief Executive Officer in January 2002.

Mr Glasenberg is a Chartered Accountant of South Africa and holds a Bachelor of Accountancy from the University of Witwatersrand. Mr Glasenberg also holds an M.B.A. from the University of Southern California. He is currently a director of Xstrata plc, United Company Rusal plc and JSC Zarubezhneft. Before joining Glencore, Mr Glasenberg worked for five years at Levitt Kirson Chartered Accountants in South Africa.

Anthony Hayward (age 55)

He is CEO of Genel Energy plc, a partner and member of the European advisory Board of AEA Capital and a Member of the Advisory Board of Numis Corporation plc. He was group chief executive of BP plc from 2007 to 2010, having joined BP in 1982 as a rig geologist in the North Sea. Following a series of technical and commercial roles in Europe, Asia and South America, he returned to London in 1997 as a member of the upstream executive committee. He became group treasurer in 2000, chief executive for BP upstream activities and member of the main Board of BP in 2003.

Dr. Hayward studied geology at Aston University in Birmingham and completed a PhD at Edinburgh University. He is also a fellow of the Royal Society of Edinburgh and holds honorary doctorates from the University of Edinburgh, Aston University and the University of Birmingham.

Leonhard Fischer (age 50)

Leonhard Fischer was appointed chief executive officer of RHJ International S.A. in January 2009, having been co-chief executive officer from May 2007. He has been a member of the board of directors of RHJ International S.A. since 18 September, 2007. He is also chief executive officer of Kleinwort Benson Group and chairman of the board of directors at Kleinwort Benson Bank Ltd. He is also a member of the board of directors at Julius Baer Gruppe AG (formerly Julius Bar Holding AG). ¨

Mr Fischer was chief executive officer of Winterthur Group from 2003 to 2006 and a member of the executive board of Credit Suisse Group from 2003 to March 2007. He joined Credit Suisse Group from Allianz AG, where he had been a member of the management board and head of the Corporates and Markets Division. Prior to this, he had been a member of the executive boards of Dresdner Bank AG in Frankfurt.

Mr Fischer holds an M.A. in Finance from the University of Georgia.

William Macaulay (age 67)

He is the chairman and chief executive officer of First Reserve Corporation, a private equity investment firm focused on the energy industry, and has been with the company since its founding in 1983. Prior to joining First Reserve he was a co-founder of Meridien Capital Company, a private equity buyout firm. From 1972 to 1982, he was with Oppenheimer & Co., where he served as director of corporate finance with direct responsibility for the firm's buyout business. He also served as president of Oppenheimer Energy Corporation.

Mr Macaulay is chairman of the Board of Dresser-Rand and is a director of Weatherford International. He also serves on numerous private energy company Boards. In addition, he is chairman of the advisory Board of the City University of New York.

Mr Macaulay holds a B.B.A. degree (with honours) in Economics from City College of New York, and an M.B.A. from the Wharton School of the University of Pennsylvania. He has also received an Honorary Doctor of Humane Letters degree from Baruch College.

Simon Murray (age 72)

He is the founder and current chairman of GEMS Limited, a private equity investment group operating across Asia. Previously, Mr Murray led Jardine Matheson's engineering and trading operations from 1966 to 1980, after which he set up Davenham Investments, a project advisory company. From 1984 until 1993, Mr Murray was group managing director of Hutchison Whampoa, leading its entry into the mobile telecommunication business, developing its energy business and expanding its container and port operations. Mr Murray served as a member of the Hutchison Whampoa Board until May 2007. From 1994 to 1997, Mr Murray was the executive chairman of Deutsche Bank group for the Asia Pacific region.

Mr Murray is currently a member of the Board of Directors of a number of public companies including IRC, Essar Energy, Orient Overseas, Wing Tai Properties, Greenheart and Compagnie Financiere Richemont. Mr Murray was a non-executive director of Vodafone between July 2007 and July 2010. In 1993, Mr Murray was appointed a CBE in honour of his contribution to the Hong Kong community. Mr Murray has also been awarded the Order of Merit of the French Republic and is a Chevalier de la Legion d'honneur. He holds an honorary B.A. degree in law from Bath University and has attended the Stanford Executive Programme (SEP) in the U.S.

Steven Kalmin (age 42)

Steven Kalmin joined Glencore in September 1999 as general manager of finance and treasury functions at Glencore's coal industrial unit (now part of Xstrata). Mr Kalmin moved to Glencore's Baar head office in October 2003 to oversee Glencore's accounting and reporting functions, becoming Chief Financial Officer in June 2005.

Mr Kalmin holds a Bachelor of Business (with distinction) from the University of Technology, Sydney and is a member of the Institute of Chartered Accountants of Australia and the Financial Services Institute of Australasia. He is currently a director of Century Aluminum Co. Before joining Glencore, Mr Kalmin worked for nine years at Horwath Chartered Accountants in Sydney, leaving the firm as a director.

Peter Coates (age 67)

Currently the non-executive Chairman of Santos Ltd. and a non-executive director of Amalgamated Holdings. On 12 April 2013, Santos Ltd. announced that Peter Coates will retire as Chairman of Santos Ltd. on 9 May 2013. Glencore announced on 12 April 2013 that, with effect from the closing of the Merger, Peter Coates will take on a full time executive role in the Combined Group. Further details of Peter's role and other matters relating to the Combined Group will be provided in due course and following the closing of the Merger with Xstrata.

Until April 2011, he was a non-executive director and chairman of Minara Resources Ltd, a position he had held since May 2008. Mr Coates has occupied many senior positions in a diverse range of resource companies, including those mining silver, lead, zinc, nickel, iron ore, bauxite and coal. Mr Coates was previously the chief executive of Xstrata's coal business, having joined the company in 2002 when Glencore sold its Australian and South African coal assets to Xstrata. Mr Coates is a past chairman of the Minerals Council of Australia, the NSW Minerals Council and the Australian Coal Association.

He was appointed to the Office of the Order of Australia in June 2009 and awarded the Australasian Institute of Mining and Metallurgy Medal for 2010.

He holds a Bachelor of Science degree in Mining Engineering from the University of New South Wales.

Li Ning (age 56)

Li Ning has been an executive director of Henderson Land Development Company Limited since 1992. He was also an executive director of Henderson Investment Company Limited from 1990 to 2010. He has also been an executive director of Hong Kong (Ferry) Holdings Company Limited since 1989. Prior to joining the Henderson group, he began his career in the banking industry with Chekiang First Bank Limited.

Mr Li holds a B.Sc. degree from Babson College. Mr Li also graduated in 1983 from the University of Southern California with an M.B.A. degree.

Directors to be appointed subject to the Merger becoming effective

Sir John Bond (age 70)

Sir John Bond is the current Independent Non-Executive Chairman of Xstrata, and was appointed in May 2011. He was most recently Chairman and non-executive director of Vodafone Group Plc from 2006 to 2011. He retired as Group Chairman of HSBC Holdings plc in 2006, having also been its Group Chief Executive from 1993 to 1998. Sir John is a director of A.P. Moller Maersk A/S (Denmark), the international shipping and investment company and Shui On Land Ltd, a Hong Kong quoted property development company specialising in China. He also holds advisory roles with Northern Trust Corp, USA, and with KKR Asia. He is also a member of various advisory bodies in China: China Development Forum; China Banking Regulatory Commission International Advisory Board, and Tsinghua School of Economics and Management at Tsinghua University.

Sir Steve Robson (age 68)

Sir Steve was appointed to the Board of Xstrata in February 2002. He retired as Second Permanent Secretary at HM Treasury in January 2001. He had joined HM Treasury after leaving university. His early career included a period as Private Secretary to the Chancellor of the Exchequer and a two year secondment to Investors in Industry plc (3i). From 1997 until his retirement, his responsibilities included the legal framework for regulation of the UK financial services industry, public private partnerships, procurement policy including the private finance initiative and the Treasury's enterprises and growth unit. He is a Member of the Financial Reporting Council and KPMG Chairman's Advisory Board. He is also Chairman of KPMG's Public Interest Committee.

Ian Strachan (age 69)

Ian Strachan was appointed to the board of Xstrata in February 2002. He was Chairman of Instinet Group from 2003 to 2005 and Chief Executive of BTR plc from 1996 to 1999. Mr. Strachan joined Rio Tinto plc (formerly RTZ plc) as Chief Financial Officer in 1987, and was Deputy Chief Executive from 1991 to 1995. He is currently a Director of Rolls Royce plc, Transocean Inc. and Caithness Petroleum Limited.

Con Fauconnier (age 64)

Dr. Con Fauconnier was appointed to the Board of Xstrata in May 2010. He was Managing Director of Iscor Mining in 1999, before being appointed as Chief Executive of Kumba Resources Limited in 2001. From 2006 until his retirement in August 2007, he served as Chief Executive Officer of Exxaro Resources Limited, a newly formed company from the merger of Eyesizwe Mining and the non iron ore assets of Kumba Resources.

Peter Hooley (age 65)

Peter Hooley was appointed to the Board of Xstrata in May 2009. He was, until 2006, Group Finance Director of Smith & Nephew plc, a global medical devices business listed on the FTSE 100. He was previously Group Financial Controller of BICC plc. He is currently a director and Chairman of BSNmedical Luxembourg Holding Sarl, a medical textiles business group.

Merrill Corporation Ltd, London 13ZBF14104