Glencore PLC — Proxy Solicitation & Information Statement 2016

Apr 18, 2016

All Correspondence to: Computershare Investor Services (Jersey) Limited The Pavilions, Bridgwater Road, Bristol, BS99 6ZY

Form of Proxy - Annual General Meeting to be held on 19 May 2016

Cast your Proxy online...It's fast, easy and secure! www.investorcentre.co.uk/eproxy

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

Control Number: 913643

PIN: SRN:

View the Annual Report online: http://www.glencore.com/investors/

Register at www.investorcentre.co.uk/je - elect for electronic communications & manage your shareholding online!

To be effective, all proxy appointments must be lodged with the Company's Registrars at: c/o, The Pavilions, Bridgwater Road, Bristol BS99 6ZY by 17 May 2016 at 10.00 am (BST) / 11.00 am (CEST).

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 reverse). 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 reverse) 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 Registrar's helpline on 0370 707 4040 (or 0044 370 707 4040 from outside the UK) or you may photocopy this form. Please indicate in the box next to the proxy holder's name (see reverse) 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.

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 Investor Services (Jersey) Limited accept no liability for any instruction that does not comply with these conditions.

• 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 thereat 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 3RA50) 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 Registrar's helpline on 0370 707 4040 (or 0044 370 707 4040 from outside the UK) to request a change of address form or go to www.investorcentre.co.uk/je 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.

All Named Holders

Form of Proxy

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 19 May 2016 at 11.00 am (CEST), and at any adjourned 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.
		For	Against	Vote Withheld				For	Against	Vote Withheld
1.	Ordinary Resolutions To receive the Company's accounts and the reports of the Directors and auditors for the year ended 31 December 2015.				9.	To re-elect Patrice Merrin (Independent Non-Executive Director) as a Director.
2.	To re-elect Anthony Hayward (Chairman) as a Director.				10.	To approve the Directors' Remuneration Report in the 2015 Annual Report (excluding the Directors' Remuneration Policy as set out in Part A of the Director's Remuneration Report).
3.	To re-elect Leonhard Fischer (Independent Non-Executive Director) as a Director.				11.	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.
4.	To re-elect William Macauley (Independent Non-Executive Director) as a Director.				12.	To authorise the audit committee to fix the remuneration of the auditors.
5.	To re-elect Ivan Glasenberg (Chief Executive Officer) as a Director.				13.	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.
6.	To re-elect Peter Coates (Non-Executive Director) as a Director.				14.	Special Resolutions Subject to and conditionally upon the passing of resolution 13, to empower the Directors pursuant to
						Article 10.3 of the Articles to allot equity securities for an Allotment period.
7.	To re-elect John Mack (Independent Non-Executive Director) as a Director.				15.	That the Company be and hereby generally and unconditionally authorised to make market purchases of ordinary shares as per the terms set out in the notice of meeting.
8.	To re-elect Peter Grauer (Independent Non-Execuitve Director) as a Director.				16.	That in order to address our interest in the longer term success of the Company, given the recognised risks and opportunities associated with climate change, we as shareholders of the Company direct that routine annual reporting 2017 includes further information about: ongoing operational emissions management; asset portfolio resilience to the International Energy Agency's (IEA's) scenarios; low carbon energy research and development (R&D) and investment strategies; relevant strategic key performance indicators (KPIs) and executive incentives; and public policy positions relating to climate change. This additional ongoing reporting could build on the disclosures already made to CDP

Report and Sustainability Report.

(formerly the Carbon Disclosure Project) and/or those already made within the Company's Annual

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
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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).

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