Obligation Glencore Finance LLC 4.125% ( US378272AT57 ) en USD

Glencore Finance LLC

100 % ▲

Suisse

US378272AT57 ( en USD )

4.125% par an ( paiement semestriel )

11/03/2024 - Obligation échue

Prospectus brochure de l'obligation Glencore Funding LLC US378272AT57 en USD 4.125%, échue

2 000 USD

1 000 000 000 USD

378272AT5

BBB+ ( Qualité moyenne inférieure )

Baa1 ( Qualité moyenne inférieure )

Glencore Funding LLC est une filiale de Glencore plc, une société minière et commerciale mondiale, utilisée pour des opérations financières et de financement, notamment le financement de transactions commerciales et d'investissements.

L'Obligation émise par Glencore Finance LLC ( Suisse ) , en USD, avec le code ISIN US378272AT57, paye un coupon de 4.125% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 11/03/2024

L'Obligation émise par Glencore Finance LLC ( Suisse ) , en USD, avec le code ISIN US378272AT57, a été notée Baa1 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Glencore Finance LLC ( Suisse ) , en USD, avec le code ISIN US378272AT57, a été notée BBB+ ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

NOTICE
THIS OFFERING CIRCULAR IS AVAILABLE ONLY TO INVESTORS WHO ARE EITHER (1) QUALIFIED INSTITUTIONAL
BUYERS WITHIN THE MEANING OF RULE 144A UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT") OR (2) PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE
SECURITIES ACT) AND WHO ARE OUTSIDE OF THE UNITED STATES IN ACCORDANCE WITH REGULATION S UNDER
THE SECURITIES ACT (AND, IF INVESTORS ARE RESIDENT IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA,
A QUALIFIED INVESTOR).
IMPORTANT: You must read the following before continuing. The following applies to the offering circular following this notice,
whether received by e-mail or otherwise received as a result of electronic communication. You are advised to read this disclaimer carefully
before reading, accessing or making any other use of the offering circular. In accessing the offering circular, you agree to be bound by the
following terms and conditions, including any modifications to them, each time you receive any information from us as a result of such
access.
NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN ANY
JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED
UNDER THE SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER
JURISDICTION AND THE SECURITIES MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES EXCEPT
PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS. THE FOLLOWING OFFERING
CIRCULAR MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN
ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE
OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE
SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS.
Confirmation of your representation: In order to be eligible to view the offering circular or make an investment decision with respect to
the notes, investors must be either (1) qualified institutional buyers within the meaning of Rule 144A under the Securities Act ("QIBs") or
(2) persons who are not U.S. persons (as defined in Regulation S under the Securities Act) and who are outside of the United States in
offshore transactions in reliance on Regulation S under the Securities Act; provided that investors resident in a Member State of the
European Economic Area must be a qualified investor (within the meaning of Article 2(1)(e) of Directive 2003/71/EC and any relevant
implementing measure in each Member State of the European Economic Area). The offering circular is being sent at your request. By
accepting this e-mail and by accessing the offering circular, you shall be deemed to have represented to us and the initial purchasers set
forth in the attached offering circular (collectively, the "Initial Purchasers") that: (1) you consent to delivery of such offering circular by
electronic transmission; and (2) either you and any customers you represent are: (a) QIBs; or (b) outside the United States and the e-mail
address that you gave us and to which this e-mail has been delivered is not located in the United States, its territories and possessions
(including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands), any State of the
United States or the District of Columbia (and if you are resident in a Member State of the European Economic Area, you are a qualified
investor). Prospective purchasers that are QIBs are hereby notified that the seller of the notes offered under the offering circular may be
relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A under the Securities Act.
You are reminded that the offering circular has been delivered to you on the basis that you are a person into whose possession the offering
circular may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not, nor are you
authorised to, deliver the offering circular to any other person. Under no circumstances shall the offering circular constitute an offer to sell
or the solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or
sale would be unlawful. If a jurisdiction requires that the offering be made by a licensed broker or dealer and any initial purchaser of the
notes offered under the offering circular or any affiliate of any such initial purchaser is a licensed broker or dealer in that jurisdiction, the
offering shall be deemed to be made by such an initial purchaser or affiliate on behalf of the issuer in such jurisdiction.
The offering circular has not been approved by an authorised person in the United Kingdom. The notes may not be offered or sold other
than to persons whose ordinary activities involve these persons in acquiring, holding, managing or disposing of investments (as principal
or agent) for the purposes of their businesses or who it is reasonable to expect will acquire, hold, manage or dispose of investments (as
principal or agent) for the purposes of their businesses where the issue of the notes would otherwise constitute a contravention of Section
19 of the Financial Services and Markets Act 2000 (the "FSMA") by us. In addition, no person may communicate or cause to be
communicated any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by
it in connection with the issue or sale of the notes other than in circumstances in which Section 21(1) of the FSMA does not apply to us.
MiFID II Product Governance / Professional investors and eligible counterparties only target market - Solely for the purposes of each
manufacturer's product approval process, the target market assessment in respect of the notes has led to the conclusion that: (i) the target
market for the notes is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU (as amended, "MiFID
II"); and (ii) all channels for distribution of the notes to eligible counterparties and professional clients are appropriate. Any person
subsequently offering, selling or recommending the notes (a "distributor") should take into consideration the manufacturers' target market
assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the
notes (by either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution channels.

PRIIPs Regulation / Prohibition of sales to EEA retail investors - The notes are not intended to be offered, sold or otherwise made available
to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (the "EEA"). For these
purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; or
(ii) a customer within the meaning of Directive 2002/92/EC (as amended; the Insurance Mediation Directive), where that customer would
not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Directive
2003/71/EC (as amended or superseded; the Prospectus Directive). Consequently, no key information document required by Regulation
(EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the notes or otherwise making them available to retail
investors in the EEA has been prepared and therefore offering or selling the notes or otherwise making them available to any retail investor
in the EEA may be unlawful under the PRIIPs Regulation.
The offering circular has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be
altered or changed during the process of electronic transmission and consequently none of the Initial Purchasers, any person who controls
any joint lead manager, or any of their respective directors, officers, employees or agents accepts any liability or responsibility whatsoever
in respect of any difference between the offering circular distributed to you in electronic format and the hard copy version available to you
from the Initial Purchasers upon your request.

Glencore Funding LLC

(Incorporated with limited liability under the laws of Delaware)

U.S.$1,000,000,000 4.125 per cent. Notes due 2024

Issue price: 99.527 per cent.
U.S.$750,000,000 4.875 per cent. Notes due 2029
Issue price: 99.671 per cent.

Fully and unconditionally guaranteed as to payment of principal and interest by Glencore plc, Glencore International AG and Glencore
(Schweiz) AG
The 4.125 per cent. Notes due 2024 (the "2024 Notes") and the 4.875 per cent. Notes due 2029 (the "2029 Notes" and, together with the 2024
Notes, the "Notes") are being offered by Glencore Funding LLC (the "Issuer"). Upon issue, payment of the principal and interest on the Notes
will, subject to the limitations described in "Risk Factors" and "Description of the Notes and Guarantees", be fully and unconditionally guaranteed
on a senior, unsecured, and joint and several basis by Glencore plc (the "Company" or "Glencore"), Glencore International AG ("GIAG") and
Glencore (Schweiz) AG ("Glencore Schweiz" and, together with the Company and GIAG, the "Guarantors") pursuant to the guarantees relating
to the Notes (the "Guarantees") as set forth in the indenture under which the Notes will be issued (the "Indenture"). The Notes and the Guarantees
will rank pari passu with all other direct, unsecured and unsubordinated obligations (except for certain limited exceptions and those obligations
preferred by statute or operation of law) of the Issuer and the Guarantors, respectively.
The Issuer will pay interest on the 2024 Notes semi-annually in arrear on 12 March and 12 September of each year, commencing on 12 September
2019. The Issuer will pay interest on the 2029 Notes semi-annually in arrear on 12 March and 12 September of each year, commencing on 12
September 2019. The Notes are redeemable in whole or in part at any time at the option of the Issuer or the Guarantors at a redemption price equal
to the make-whole amounts described in "Description of the Notes and Guarantees". In addition, the Notes are redeemable in whole but not in
part at the option of the Issuer upon the occurrence of certain changes in taxation at their principal amount with accrued and unpaid interest to the
date of redemption.
The Notes will be issued initially in fully registered form as beneficial interests in one or more Global Notes (as defined in this offering circular
(the "Offering Circular")). Except as set forth in this Offering Circular, Global Notes will not be exchangeable for Definitive Notes (as defined in
this Offering Circular).
Investing in the Notes involves certain risks. For a discussion of certain factors that should be considered in connection with an investment
in the Notes, see "Risk Factors".
The Notes and the Guarantees have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities
Act"), or any State securities laws and are being offered and sold within the United States only to "qualified institutional buyers" ("QIBs") as
defined in Rule 144A under the Securities Act ("Rule 144A") and outside the United States to, or for the account or benefit of, persons other than
U.S. persons (within the meaning given in Regulation S under the Securities Act ("U.S. persons")) in reliance on Regulation S under the Securities
Act ("Regulation S"). For further details about eligible offerees, deemed representations and transfer and resale restrictions, please see "Plan of
Distribution" and "Transfer Restrictions".
The Notes are being offered subject to various conditions and are expected to be delivered on or about 12 March 2019 through the facilities of
The Depository Trust Company ("DTC") and its participants, including Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking, SA
("Clearstream, Luxembourg").

Joint Book-Running Managers

Credit Agricole CIB
J.P. Morgan
MUFG
NatWest Markets
RBC Capital Markets

5 March 2019

No dealer, salesperson or other person has been authorised to give any information or to make any representation
not contained in this Offering Circular and, if given or made, any such information or representation must not
be relied upon as having been authorised by the Issuer or the Guarantors, any of their respective affiliates or the
Initial Purchasers. This Offering Circular does not constitute an offer of any securities other than those to which
it relates or an offer to sell, or a solicitation of an offer to buy, to any person in any jurisdiction where such an
offer or solicitation would be unlawful. Neither the delivery of this Offering Circular nor any sale made under
it shall, under any circumstances, create any implication that there has been no change in the affairs of the Issuer
or the Guarantors since the date of this Offering Circular or that there has been no adverse change in the
consolidated statement of financial position of the Company and its consolidated subsidiaries (collectively the
"Group") since the date hereof or that the information contained in this Offering Circular is correct as of any
time subsequent to its date.
This Offering Circular is being provided on a confidential basis to certain prospective holders of Notes inside
and outside the United States (together the "Noteholders") for use solely in connection with the offer and sale
of the Notes (the "Offering"). Its use for any other purpose is not authorised. This Offering Circular may not be
copied or reproduced in whole or in part, nor may it be distributed nor may any of its contents be disclosed to
any person other than the prospective Noteholders to whom it is being provided. You agree to the foregoing by
accepting delivery of this Offering Circular.
In making an investment decision, prospective Noteholders must rely on their own examination of the Issuer
and the Guarantors and their respective affiliates, the terms of the Notes and the financial information contained
in this Offering Circular and their own assessment of the merits and risks involved.
Prospective Noteholders acknowledge that they have not relied, and will not rely, on the Initial Purchasers in
connection with their investigation of the accuracy of any information or their decision to invest in the Notes.
The contents of this Offering Circular are not to be considered as legal, business, financial, investment or tax
advice. Prospective Noteholders should consult their own counsel, accountants and other advisers as to legal,
tax, business, financial, investment and related aspects of a purchase of the Notes.
The laws of certain jurisdictions may restrict the distribution of this Offering Circular and the offer and sale of
the Notes. You should inform yourself about and observe any applicable restrictions. This Offering Circular
does not constitute, and may not be used in connection with, an offer to sell or a solicitation of an offer to buy
Notes in any jurisdiction in which the offer or solicitation is not authorised or in which the person making the
offer or solicitation is not qualified to do so, and it does not constitute, and may not be used in connection with,
an offer to sell Notes to, or a solicitation of an offer to buy Notes from, any person to whom it is unlawful to
make the offer or solicitation. For a further description of certain restrictions on the Offering and sale of the
Notes and the distribution of this Offering Circular, prospective Noteholders should read "Plan of Distribution"
and "Transfer Restrictions".
This Offering Circular has been prepared on the basis that any offer of Notes in any Member State of the
European Economic Area which has implemented the Prospectus Directive (each, a "Relevant Member State")
will be made pursuant to an exemption under the Prospectus Directive from the requirement to publish a
prospectus for offers of Notes. Accordingly, any person making or intending to make an offer in that Relevant
Member State of Notes which are the subject of the Offering contemplated in this Offering Circular may only
do so in circumstances in which no obligation arises for the Issuer or any of the Joint Book-Running Managers
to publish a prospectus pursuant to Article 3 of the Prospectus Directive, in each case, in relation to such offer.
Neither the Issuer nor the Initial Purchasers have authorised, nor do they authorise, the making of any offer of
Notes in circumstances in which an obligation arises for the Issuer or the Initial Purchasers to publish a
prospectus for such offer. The expression "Prospectus Directive" means Directive 2003/71/EC (as amended, or
superseded), and includes any relevant implementing measure in the Relevant Member State.

The Notes will be issued in fully registered form and only in minimum denominations of U.S.$2,000 and
integral multiples of U.S.$1,000 in excess thereof. The Notes that are to be offered and sold initially to QIBs in
reliance on Rule 144A will be represented by one or more global notes in registered form without interest
coupons attached (collectively the "Rule 144A Global Notes"), and the Notes that are to be offered and sold
initially to, or for the account or benefit of, persons other than U.S. persons in reliance on Regulation S will be
represented by one or more global notes in registered form without interest coupons attached (collectively the
"Regulation S Global Notes").
The Rule 144A Global Notes will be deposited with a custodian for DTC, and registered in the name of Cede
& Co., as nominee for DTC. The Regulation S Global Notes will also be deposited with a custodian for DTC,
and registered in the name of, Cede & Co. as nominee for DTC, for credit to the respective accounts of beneficial
owners of such Notes (or to such other accounts as they may direct) at DTC, Euroclear and Clearstream,
Luxembourg. The Rule 144A Global Notes and the Regulation S Global Notes together comprise the "Global
Notes". For further information, prospective Noteholders should read "Book-Entry, Delivery and Form".
CERTAIN U.S. MATTERS
This Offering is being made in reliance upon an exemption from registration under the Securities Act for offers
and sales of securities that do not involve a public offering. By purchasing the Notes, investors are deemed to
have made the acknowledgements, representations, warranties and agreements set forth under "Transfer
Restrictions".
Neither the United States Securities and Exchange Commission (the "SEC") nor any State securities
commission has approved or disapproved of the Notes and the Guarantees or passed upon the accuracy or
adequacy of this Offering Circular or any supplement thereto. Any representation to the contrary is a criminal
offence in the United States. The Notes may only be offered and sold in the United States to QIBs within the
meaning of and in reliance on Rule 144A and outside the United States to persons other than U.S. persons in
reliance on Regulation S.
The Notes and the Guarantees have not been and will not be registered under the Securities Act. Subject to
certain exceptions, the Notes and the Guarantees may not be offered or sold in the United States. For further
information, prospective Noteholders should read "Plan of Distribution" and "Transfer Restrictions".
Prospective Noteholders should be aware that they may be required to bear the financial risks of their investment
in the Notes for an indefinite period of time. Prospective Noteholders are hereby notified that the seller of any
Note may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule
144A.
Notwithstanding anything herein to the contrary, potential purchasers may disclose to any and all persons,
without limitation of any kind, the U.S. federal or State income tax treatment and tax structure of the Offering
and all materials of any kind (including opinions or other tax analyses) that are provided to the investors relating
to such tax treatment and tax structure. However, any information relating to the U.S. federal income tax
treatment or tax structure shall remain confidential (and the foregoing sentence shall not apply) to the extent
reasonably necessary to enable any person to comply with applicable securities laws. For this purpose, "tax
structure" means any facts relevant to the U.S. federal or State income tax treatment of the Offering but does
not include information relating to the identity of the issuer of the securities, the issuer of any assets underlying
the securities, or any of their respective affiliates that are offering the securities.

MiFID II PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ELIGIBLE
COUNTERPARTIES ONLY TARGET MARKET
Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect
of the Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and
professional clients only, each as defined in Directive 2014/65/EU (as amended, "MiFID II"); and (ii) all
channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any
person subsequently offering, selling or recommending the Notes (a "distributor") should take into
consideration the manufacturers' target market assessment; however, a distributor subject to MiFID II is
responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or
refining the manufacturers' target market assessment) and determining appropriate distribution channels.
PRIIPs REGULATION / PROHIBITION OF SALES TO EEA RETAIL INVESTORS
The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold
or otherwise made available to any retail investor in the European Economic Area ("EEA"). For these purposes,
a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1)
of MiFID II; or (ii) a customer within the meaning of Directive 2002/92/EC (as amended, the "Insurance
Mediation Directive"), where that customer would not qualify as a professional client as defined in point (10)
of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus Directive. Consequently,
no key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs
Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA
has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail
investor in the EEA may be unlawful under the PRIIPs Regulation.
AVAILABLE INFORMATION
The Company has agreed that, so long as any Notes are "restricted securities" within the meaning of Rule
144(a)(3) under the Securities Act, it will, during any period in which it is neither subject to Section 13 or 15(d)
of the United States Securities Exchange Act of 1934, as amended (the "Exchange Act"), nor exempt from
reporting under the Exchange Act pursuant to Rule 12g3-2(b) thereunder, make available to any holder or
beneficial owner of any such restricted securities, or to any prospective purchaser of such restricted securities
designated by such holder or beneficial owner, the information required to be delivered pursuant to Rule
144A(d)(4) under the Securities Act.

TABLE OF CONTENTS
Page
FORWARD LOOKING STATEMENTS ........................................................................................................... 1
ENFORCEABILITY OF CIVIL LIABILITIES ................................................................................................. 2
PRESENTATION OF INFORMATION AND INCORPORATION BY REFERENCE .................................... 3
SUMMARY ...................................................................................................................................................... 11
RISK FACTORS ...............................................................................................................................................19
USE OF PROCEEDS ........................................................................................................................................41
DESCRIPTION OF THE ISSUER AND THE GUARANTORS .....................................................................42
BUSINESS ........................................................................................................................................................44
CAPITALISATION ...........................................................................................................................................91
SELECTED HISTORICAL FINANCIAL INFORMATION ............................................................................92
OPERATING AND FINANCIAL REVIEW .....................................................................................................96
DESCRIPTION OF INDEBTEDNESS .......................................................................................................... 119
DIRECTORS AND SENIOR MANAGEMENT ............................................................................................123
SIGNIFICANT SHAREHOLDERS................................................................................................................128
DESCRIPTION OF THE NOTES AND GUARANTEES ..............................................................................129
BOOK-ENTRY, DELIVERY AND FORM.....................................................................................................146
TAXATION .....................................................................................................................................................151
PLAN OF DISTRIBUTION ...........................................................................................................................156
TRANSFER RESTRICTIONS .......................................................................................................................161
VALIDITY OF THE NOTES AND GUARANTEES .....................................................................................164
INDEPENDENT AUDITORS ........................................................................................................................165
DEFINITIONS AND GLOSSARY OF TECHNICAL TERMS ......................................................................166

i

FORWARD LOOKING STATEMENTS
This Offering Circular (including the information incorporated by reference into this Offering Circular) contains
statements which are, or may be deemed to be, "forward looking statements" which are prospective in nature.
All statements other than statements of historical fact are forward looking statements. They are based on current
expectations and projections about future events, and are therefore subject to risks and uncertainties which
could cause actual results to differ materially from the future results expressed or implied by the forward looking
statements. Often, but not always, forward looking statements can be identified by the use of forward looking
words such as "plans", "expects", "is expected", "is subject to", "budget", "scheduled", "estimates",
"forecasts", "intends", "anticipates", "believes", "targets", "aims", "projects" or words or terms of similar
substance or the negative thereof, as well as variations of such words and phrases or statements that certain
actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved.
Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future
expectations. Forward looking statements include statements relating to the following: (i) future capital
expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial
condition, dividend policy, losses and future prospects; (ii) business and management strategies and the
expansion and growth of the Group's operations; and (iii) the effects of global economic conditions on the
Group's business.
Such forward looking statements involve known and unknown risks and uncertainties that could significantly
affect expected results and are based on certain key assumptions. Many factors may cause the actual results,
performance or achievements of the Group to be materially different from any future results, performance or
achievements expressed or implied by the forward looking statements. Important factors that could cause actual
results, performance or achievements of the Group to differ materially from the expectations of the Group
include, among other things, general business and economic conditions globally, commodity price volatility,
industry trends, competition, changes in government and other regulations, including in relation to the
environment, health and safety and taxation, labour relations and work stoppages, changes in political and
economic stability, disruptions in business operations due to reorganisation activities, interest rate and currency
fluctuations, the Group's ability to integrate new businesses and recover its reserves or develop new reserves
and changes in business strategy or development plans and other risks, including those described in "Risk
Factors". Such forward looking statements should therefore be construed in light of such factors.
Neither the Company nor any of its associates or Directors, officers or advisers provides any representation,
assurance or guarantee that the occurrence of the events expressed or implied in any forward looking statements
in this document will actually occur. These forward looking statements speak only as at the date of this
document.
Investors should specifically consider the factors identified in this document which could cause actual results
to differ before making an investment decision. Such risks, uncertainties and other factors are set out more fully
in the section headed "Risk Factors". To the extent required by the Disclosure and Transparency Rules or
applicable law, the Company will update or revise the information in this document. Otherwise, the Company
expressly disclaims any obligations or undertakings to release publicly any updates or revisions to any forward
looking statements contained in this document to reflect any change in the expectations of the Group with regard
thereto or any change in events, conditions or circumstances on which any such statement is based.
No statement in this document or incorporated by reference into this document is intended to constitute a profit
forecast or profit estimate for any period, nor should any statement be interpreted to mean that earnings or
earnings per share will necessarily be greater or lesser than those for the preceding financial periods.

1

ENFORCEABILITY OF CIVIL LIABILITIES
The Issuer is a company incorporated in Delaware, United States. The Company is a holding company organised
as a public limited company incorporated in Jersey with business operations conducted through various
subsidiaries. The other Guarantors are companies incorporated in Switzerland. The assets of the Issuer and the
Guarantors are located in various jurisdictions and substantially all of these assets are and will be located in
jurisdictions outside the United States.
The directors and key managers of the Issuer and the Guarantors are citizens of various countries, and most are
not citizens of the United States. All or a substantial portion of the assets of such persons are located outside
the United States. As a result, it may not be possible for investors in the Notes to effect service of process in
jurisdictions outside the United States against the Issuer, the Guarantors or their respective directors or to
enforce in such jurisdictions the judgment of a court outside such jurisdictions. It may be difficult for investors
in the Notes to enforce, in original actions or in actions for enforcement brought in jurisdictions located outside
the United States, judgments of U.S. courts or civil liabilities predicated upon U.S. federal securities laws.
Furthermore, it may be difficult for investors in the Notes to enforce judgments of this nature in many of
jurisdictions in which the Group operates and in which its assets are situated and in the countries of which most
of the directors and key managers of the Issuer and the Guarantors are citizens.

2

PRESENTATION OF INFORMATION AND INCORPORATION BY REFERENCE
Presentation of financial information
Unless otherwise specified, all financial information contained in this Offering Circular is historical and based
upon the consolidated financial statements of Glencore plc, which together with its subsidiaries is referred to
herein as the "Group".
Information incorporated by reference
The following documents are incorporated by reference into this Offering Circular:

Audited consolidated financial statements, including the notes thereto, of the Group as at and for the
year ended 31 December 2018, prepared in accordance with International Financial Reporting Standards
and interpretations as adopted by the European Union, and International Financial Reporting Standards
and interpretations as issued by the International Accounting Standards Board (together, "IFRS") and
audited by Deloitte LLP, an independent auditor, together with the audit report in respect thereof (the
"2018 Financial Statements"), which appear on pages 123 to 212 of the Group's 2018 Annual Report.

Audited consolidated financial statements, including the notes thereto, of the Group as at and for the
year ended 31 December 2017, prepared in accordance with IFRS and audited by Deloitte LLP, an
independent auditor, together with the audit report in respect thereof (the "2017 Financial Statements"
and, together with the 2018 Financial Statements, the "Financial Statements"), which appear on pages
122 to 195 of the Group's 2017 Annual Report.

The Group Production Report for the 12 months ended 31 December 2018.

The Group Resources and Reserves as at 31 December 2018.
All of these documents may be accessed from http://www.glencore.com. The other content of the Company's
website does not form part of this Offering Circular.
The information incorporated by reference is an important part of this Offering Circular.
Historical financial information
Unless otherwise indicated, financial information presented in this Offering Circular relating to the Group as at
and for the years ended 31 December 2016, 2017 and 2018 is presented in U.S. dollars, has been prepared in
accordance with IFRS and has been extracted without material adjustment from the Financial Statements.
Adoption of new and revised standards
Financial information for the period ended 31 December 2018 reflects the adoption of the following new and
revised accounting pronouncements, as discussed in the notes to the 2018 Financial Statements:
Amendments to IFRS 2 Classification and measurement of share-based payment transactions;
IFRS 9 Financial instruments; and
IFRS 15 Revenue from contracts with customers.
No restatements to prior periods were required upon adoption of such new and revised pronouncements.
Treatment of Glencore Agri
On 1 December 2016, the Group completed the sale of part of its equity interest in Glencore Agricultural
Limited ("Glencore Agri"), retaining a 49.99 per cent. equity interest. This partial disposal was deemed a
discontinued operation, and therefore, the net income of Glencore Agri for the first 11 months of 2016, until the
close of the transaction on 1 December 2016, is presented in the line item "Income from discontinued

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