AGM Information • May 3, 2023
AGM Information
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MR SAM SAMPLE DESIGNATION (IF ANY) MR JOINT HOLDER 1 ADD1 ADD2 ADD3 ADD4
Please bring this card with you to the Meeting and present it at Shareholder registration/accreditation. Additional Holders:
ADDITIONAL HOLDER 1 ADDITIONAL HOLDER 2 ADDITIONAL HOLDER 3 ADDITIONAL HOLDER 4
The Chairman of Glencore 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 26 May 2023 at 11.30 a.m. (CEST).
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Please detach this portion before posting this proxy form.
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SG350
To be effective, all proxy appointments must be lodged with the Company's Registrars at:
Computershare Investor Services (Jersey) Limited, c/o The Pavilions, Bridgwater Road, Bristol BS99 6ZY by 24 May 2023 at 10.30 a.m. (BST) / 11.30 a.m. (CEST).
*000001010101000*
Kindly Note: This form is issued only to the addressee(s) and is specific to the All Named Holders 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 Investor Services (Jersey) Limited accept no liability for any instruction that does not comply with these conditions.
MR A SAMPLE
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 plc to be held at Theater-Casino Zug, Artherstrasse 2-4, Zug, Switzerland on 26 May 2023 at 11.30 a.m. (CEST), and at any adjourned meeting.
*
The Board considers resolutions 1 to 18 to be in the best interests of the Company and its shareholders as a whole and unanimously recommends that you vote FOR these resolutions. The Board does not consider resolution 19 to be in the best interests of the Company and its shareholders as a whole and unanimously recommends that you vote AGAINST resolution 19, for the reasons set out in the notice of meeting.
| * For the appointment of more than one proxy, please refer to Explanatory Note 2 (see front). 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. |
X | ||||
|---|---|---|---|---|---|---|
| Ordinary Resolutions 1. To receive the Company's accounts and the reports of the Directors and auditors for the year ended 31 December 2022. Special Resolution |
Vote For Against Withheld |
11. To reappoint Deloitte LLP as the Company's auditors to hold offi ce until the conclusion of the next general meeting at which accounts are laid. |
For | Against Withheld | Vote | |
| 2. To approve that the Company's capital contribution reserves (forming part of its share premium account) be reduced and be repaid to shareholders as per the terms set out in the notice of meeting. |
12. To authorise the audit committee to fi x the remuneration of the auditors. 13. To approve the Company's 2022 Climate Report. |
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| Ordinary Resolutions 3. To re-elect Kalidas Madhavpeddi as a Director. |
14. To approve the Directors' Remuneration Report as set out in the 2022 Annual Report. |
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| 4. To re-elect Gary Nagle as a Director. |
15. To renew the authority conferred on the directors pursuant to Article 10.2 of the Company's Articles of Association. |
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| 5. To re-elect Peter Coates as a Director. 6. To re-elect Martin Gilbert as a Director. |
Special Resolutions 16. Subject to the passing of resolution 15, to renew the authority conferred on the Directors pursuant to Article 10.3 of the Company's articles of association to allot equity securities for |
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| 7. To re-elect Gill Marcus as a Director. 8. To re-elect Cynthia Carroll as a Director. |
cash for an Allotment Period. 17. Subject to the passing of resolution 15, and in addition to any authority granted under resolution 16, to empower the Directors pursuant to Article 10.3 of the Articles to allot equity |
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| 9. To re-elect David Wormsley as a Director. |
securities for cash for an Allotment Period. 18. To authorise the Company to make market purchases of ordinary Shares. |
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| 10. To elect Liz Hewitt as a Director. | Ordinary Resolution Resolution 19 has been requisitioned by a group of shareholders. The Board recommends that you vote AGAINST resolution 19. |
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| 19. Shareholder resolution in respect of the next Climate Action Transition Plan. |
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| I/We instruct my/our proxy as indicated on this form. Unless otherwise instructed the proxy may vote as he or she sees fi t or abstain in relation to any business of the meeting. | ||||||
| Signature | Date |
H1046
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 offi cer duly authorised, stating their capacity (e.g. director, secretary).
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