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Glencore PLC — Proxy Solicitation & Information Statement 2021
Mar 29, 2021
6185_agm-r_2021-03-29_0c87e633-42e2-4553-a345-adcfd3240c1b.pdf
Proxy Solicitation & Information Statement
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All Correspondence to:
Computershare Investor Services (Jersey) Limited c/o The Pavilions, Bridgwater Road, Bristol, BS99 6ZY Telephone: +44 (0)370 707 4040
Given the continuing COVID-19 restrictions applying in Canton Zug, we intend that the business of the AGM this year will be split across a live video webcast on 22 April 2021 and the legal formalities conducted via a closed meeting to be held on 29 April 2021.
The webcast will include presentations on Company strategy and performance. There will also be the opportunity for shareholders to ask questions in real time about the business of the AGM and the Company to our Board. Holding this event one week in advance of the AGM date will provide shareholders with the opportunity to exercise their vote after consideration of the information provided during the webcast.
Shareholder engagement is important to the Company and we therefore encourage shareholders to participate in the webcast and vote via proxy. Please view our website for up to date details regarding the above and to view the Notice of Meeting: https://www.glencore.com/investors/shareholder-centre/agm
Form of Proxy - Annual General Meeting to be held on 29 April 2021
Cast your Proxy online...It's fast, easy and secure! www.investorcentre.co.uk/eproxy
Control Number: 916973
SRN: PIN:
You will be asked to enter the Control Number, Shareholder Reference Number (SRN) and PIN shown opposite and agree to certain terms and conditions.
View the Annual Report and Notice of Meeting 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 27 April 2021 at 12.30 pm (BST) / 1.30 pm (CEST).
Explanatory Notes:
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- 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 youwish 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). Given the continuing COVID-19 restrictions which apply in Canton Zug, please note it is currently proposed that the AGM be held as a closed meeting.
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- 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 +44 370 707 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. While a shareholder may appoint more than one proxy in relation to the Annual General Meeting, this year, in light of the likely restricted physical attendance at the AGM, shareholders should appoint 'the Chairman of the Meeting' as their proxy over all shares held to ensure all votes are able to be exercised and counted at the Annual General Meeting.
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- 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.
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- 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.
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- To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via a designated voting platform, any such messages must be received by the issuer's agent prior to the specified deadline within the relevant system. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the relevant designated voting platform) from which the issuer's agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent via a designated voting platform in the circumstances set out in Article 34 of the Companies (Uncertificated Securities) (Jersey) Order 1999.
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- 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 +44 370 707 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.
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- Any alterations made to this form should be initialled.
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- While the completion and return of this form should not preclude a member from attending the meeting and voting in person, in light of the likely restricted physical attendance at the AGM, shareholders should appoint the Chairman of the Meeting as their proxy over all shares.
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.
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Form of Proxy
Before completing this form, please read the explanatory notes overleaf regarding restricted attendance at the AGM this year. Please complete this box only if you wish to appoint a third party proxy other than the Chairman (see explanatory notes overleaf). 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 29 April 2021 at 1.30 pm (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. Ordinary Resolution For Against Vote Withheld 1. To receive the Company's accounts and the reports of the Directors and auditors for the year ended 31 December 2020. Special Resolution 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. Ordinary Resolutions 3. To re-elect Anthony Hayward as a Director. 4. To re-elect Ivan Glasenberg as a Director, for a term expiring on 30 June 2021. 5. To re-elect Peter Coates as a Director. 6. To re-elect Martin Gilbert as a Director. 7. To re-elect Gill Marcus as a Director. 8. To re-elect Patrice Merrin as a Director. 9. To re-elect Kalidas Madhavpeddi as a Director. 10. To elect Cynthia Carroll as a Director. For Against Vote Withheld 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 or a date to be determined by the Directors. 12. To authorise the audit committee to fix the remuneration of the auditors. 13. To approve rules of the Glencore plc Incentive Plan 14. To approve Company's Climate Action Transition Plan dated 4th December 2020. 15. To approve the Directors' Remuneration Policy as set out in the 2020 Annual Report. 16. To approve the Directors' Remuneration Report as set out in the 2020 Annual Report. 17. To renew the authority conferred on the directors pursuant to Article 10.2 of the Company's Articles of Association. Special Resolutions 18. Subject to the passing of resolution 17, 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 cash for an Allotment Period. 19. Subject to the passing of resolution 17, and in addition to any authority granted under resolution 18, to empower the Directors pursuant to Article 10.3 of the Articles to allot equity securities for cash for an Allotment Period. 20. To authorise the Company to make market purchases of ordinary shares. * Please use a black pen. Mark with an X inside the box as shown in this example.
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.
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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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