Glencore plc FURTHER DETAILS OF THE LONMIN DISTRIBUTION FOR HONG KONG GLENCORE SHAREHOLDERS ONLY

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1 THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this document, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this document. Glencore plc (Stock code: 805) FURTHER DETAILS OF THE LONMIN DISTRIBUTION FOR HONG KONG GLENCORE SHAREHOLDERS ONLY This document is a supplement to the Notice of Annual General Meeting of Glencore (the AGM Notice) made available to its shareholders holding shares on Glencore plc s (Glencore or the Company) Hong Kong branch register or who have registered addresses in Hong Kong (together Hong Kong Glencore Shareholders) on 2 April April

2 EXPECTED TIMETABLE OF PRINCIPAL EVENTS FOR HONG KONG GLENCORE SHAREHOLDERS Other than in respect to the date and time for the Glencore annual general meeting, the dates and times given in the table below in connection with the Lonmin distribution are indicative and are based on Glencore s current expectations and may be subject to change (including being conditional on the passing of Resolution 3 in the AGM Notice dated 2 April 2015). If any of the times and/or dates below change, the revised times and/or dates will be notified to Glencore shareholders through a Regulatory Information Service and be subject to separate announcement(s) published on All references in this document to times and dates are to Central European Summer Time (CEST) times and dates unless otherwise stated. Capitalised terms used in the table below have the meaning given to them within this document. Glencore annual general meeting All cross border movements of Glencore shares between the Jersey register and Hong Kong and South Africa branch registers halted 11 a.m. CEST 7 May May 2015 to 15 May 2015 (inclusive) Ex-dividend date in respect of the Lonmin distribution (Hong Kong branch register) 13 May 2015 Lonmin distribution record date 7 p.m. CEST 15 May 2015 Payment of net cash proceeds of sale to Hong Kong Glencore Shareholders 9 June

3 PART I: DESCRIPTION OF THE LONMIN DISTRIBUTION AS APPLICABLE TO HONG KONG GLENCORE SHAREHOLDERS Overview On 11 February 2015, Glencore announced its intention to divest its non-core 23.9% stake in Lonmin plc (Lonmin), which it inherited through the acquisition of Xstrata plc in May Glencore proposes to implement the divestment by way of a capital distribution in specie to shareholders out of the capital contribution reserves of the Company (the Lonmin distribution). The Lonmin distribution will enable shareholders to manage the investment in Lonmin for their own account. The ordinary shares of Lonmin (Lonmin shares) are admitted to the premium listing segment of the official list and to trading on the London Stock Exchange s main market for listed securities, and also have a secondary listing on the Johannesburg Stock Exchange. As set out in Glencore s AGM Notice and the accompanying document in relation to the Lonmin distribution sent to Hong Kong Glencore Shareholders each dated 2 April 2015, this document sets out the arrangements for Hong Kong Glencore Shareholders in connection with the Lonmin distribution. The Lonmin Distribution The Lonmin distribution will be made pursuant to Article 8.13 of Glencore s existing articles of association and Glencore s directors propose that it is to be paid only from the capital contribution reserves of the Company. The Lonmin distribution requires shareholder approval, which is being sought by way of resolution 3 as set out in the AGM Notice dated 2 April If approved, Hong Kong Glencore Shareholders will, subject to certain exclusions described below in this Part I under the heading Fractional Entitlements, receive the net sale proceeds of their pro rata share of Glencore s holding of 139,513,430 Lonmin shares. Glencore has appointed a financial institution (the Sale Agent) to conduct the sale of any Lonmin shares subject to these exclusions (the Managed Sale). The Managed Sale is described below in this Part I under the heading Conduct of the Managed Sale by the Sale Agent. The Lonmin distribution will not impact Glencore's cash distribution programme. Treatment of Hong Kong Glencore Shareholders Glencore has made enquiries with its Hong Kong legal advisers and has determined that, due to legal and practical difficulties under the laws and regulations applicable to shareholders in Hong Kong, no Hong Kong Glencore Shareholder will receive Lonmin shares pursuant to the Lonmin distribution. Instead, the Lonmin shares to which Hong Kong Glencore Shareholders would otherwise be entitled will be sold on their behalf pursuant to the Managed Sale as described below and the net proceeds of such sale remitted to them. It should be noted that, as HKSCC Nominees Limited (being the nominee for CCASS, the Hong Kong clearing system) holds its Glencore shares on the Glencore Hong Kong branch register, all shareholders holding their Glencore shares through CCASS will also be dealt with in the manner described above. Fractional Entitlements In accordance with Article 8.13, entitlements to fractions of Lonmin shares arising as a result of the Lonmin distribution will be aggregated and included in the Managed Sale, with Glencore retaining the proceeds of sale. 3

4 Conduct of the Managed Sale by the Sale Agent The Sale Agent will sell the Lonmin shares representing the fractional entitlements of Hong Kong Glencore Shareholders as described above. The Sale Agent will conduct the sale of the Lonmin shares in such manner as the Sale Agent determines in good faith, in its absolute discretion, with the objective of seeking to achieve the best price reasonably obtainable, having regard to a number of factors such as prevailing market conditions. It is currently expected that the sale of the Lonmin shares will be carried out over a number of days. In providing services to Glencore in connection with the Managed Sale and the sale of Lonmin shares to which Hong Kong Glencore Shareholders would otherwise have been entitled, the Sale Agent is not acting as agent or sub agent of any Hong Kong Glencore Shareholder, does not have any duties or obligations (fiduciary or otherwise) to any Hong Kong Glencore Shareholder and is not underwriting the sale of any Lonmin shares. The Sale Agent, together with its affiliates, is a full service financial institution engaged in various activities, which may include trading, financing, financial advisory, investment management, investment research, principal investment, hedging, market making, brokerage and other financial and non-financial activities and services. The proceeds from such sales of Lonmin shares, net of dealing costs (which will include the Sale Agent s brokerage commission of 0.2 per cent. of the sale price), will be aggregated and the amount due to each Glencore shareholder whose Lonmin shares have been sold will be calculated on an averaged basis so that all such shareholders will receive the same price per Lonmin share, subject to currency conversions (where applicable) at prevailing FX rates and to rounding to the nearest whole cent, penny, rand, centime or equivalent measure of currency (as applicable). Consequently, the amount per Lonmin share received by Glencore shareholders whose Lonmin shares have been sold will be different from the actual price that is received by the Sale Agent for that particular Lonmin share. Settlement Hong Kong Glencore Shareholders whose Lonmin shares will be sold will be sent the net cash proceeds of the sale in Hong Kong dollars and in the same manner as they receive cash distributions on their Glencore shares. Hong Kong Glencore Shareholders can expect to be sent the sale proceeds on Tuesday 9 June Tax Part II of this document provides a description of taxation for Hong Kong Glencore Shareholders in respect of the Lonmin distribution. 4

5 PART II: TAXATION IN RESPECT OF THE LONMIN DISTRIBUTION The summary in the following paragraphs is intended for general information only and therefore does not constitute, in whole or in part, an expression of an opinion. The summary is based solely upon the information, documents, facts and assumptions which are included or referenced in the following paragraphs. Only the following specific Hong Kong tax issues and tax consequences are discussed and no other taxes of any kind are considered. The summary is based on the relevant laws, regulations and interpretations of Hong Kong (the authorities) that are in effect as of the hereof. The authorities are subject to changes, which may be retroactive in their effect. In addition, the summary is not binding on the tax authorities or the courts and should not be considered as any representation, warranty or guarantee that the tax authorities or the courts will concur with the summary. Any person who is in any doubt as to his or her tax position should consult his or her tax advisers immediately. If Glencore is chargeable to Hong Kong profits tax, the Lonmin distribution is specifically exempted from tax in Hong Kong under Hong Kong tax legislation. If Glencore is not chargeable to Hong Kong profits tax, the current practice of the Hong Kong Inland Revenue Department is that no tax should is charged in Hong Kong on the Lonmin distribution. This applies if the distribution is in the form of Lonmin shares or cash derived from the sale of Lonmin shares on behalf of Glencore shareholders. To the extent that the share register of Lonmin is located outside Hong Kong, the transfer of Lonmin shares or the distribution in specie of such shares will not attract any stamp duty in Hong Kong. *** As of the date of this document, the executive directors are Mr Ivan Glasenberg (Chief Executive Officer), the non-executive director is Mr Peter Coates and the independent non-executive directors are Mr Anthony Hayward (Chairman), Mr Leonhard Fischer, Mr Peter Grauer, Mr William Macaulay, Mr John Mack and Ms Patrice Merrin. 5