Obligation Glencore Global AG 5.25% ( XS0495973470 ) en EUR

Société émettrice Glencore Global AG
Prix sur le marché 100 %  ▼ 
Pays  Luxembourg
Code ISIN  XS0495973470 ( en EUR )
Coupon 5.25% par an ( paiement annuel )
Echéance 22/03/2017 - Obligation échue



Prospectus brochure de l'obligation Glencore International AG XS0495973470 en EUR 5.25%, échue


Montant Minimal 50 000 EUR
Montant de l'émission 1 250 000 000 EUR
Description détaillée Glencore International AG est une société minière et de négoce de matières premières diversifiée, active dans l'exploration, l'extraction, le raffinage, la transformation, le transport et le commerce de plus de 60 matières premières, notamment des métaux, des minerais, des énergies et des céréales.

Une analyse rétrospective révèle les caractéristiques d'une émission obligataire majeure de Glencore International AG, entité du géant des matières premières Glencore Plc, qui est un acteur mondial de premier plan dans le négoce et l'extraction de ressources naturelles. Cette obligation, identifiée par le code ISIN XS0495973470, était libellée en Euros et offrait un taux d'intérêt annuel de 5.25%, avec une fréquence de paiement annuelle. Émise depuis le Luxembourg, la taille totale de l'émission s'élevait à 1 250 000 000 EUR, avec une taille minimale à l'achat fixée à 50 000 EUR, ciblant ainsi principalement les investisseurs institutionnels. Sa date de maturité était fixée au 22 mars 2017, date à laquelle elle est arrivée à échéance et a été intégralement remboursée à son prix nominal de 100%, clôturant ainsi son cycle de vie financier.







Base Prospectus dated 19 August 2022
Glencore Finance (Europe) Limited
(incorporated in Jersey)
Glencore Capital Finance DAC
(incorporated in Ireland)
guaranteed by
Glencore plc
(incorporated in Jersey)
and
Glencore International AG
(incorporated in Switzerland)
and
Glencore (Schweiz) AG
(incorporated in Switzerland)
U.S.$20,000,000,000
Euro Medium Term Note Programme
Arranger
Barclays
Dealers
Barclays
Citigroup
Credit Suisse
Deutsche Bank
HSBC
J.P. Morgan


Under this U.S.$20,000,000,000 Euro Medium Term Note Programme (the "Programme"), Glencore Finance
(Europe) Limited and Glencore Capital Finance DAC may from time to time issue notes (the "Notes")
unconditionally (subject, in the case of Glencore (Schweiz) AG, to applicable Swiss law) and irrevocably
guaranteed by Glencore plc ("Glencore" or the "Company"), Glencore International AG and Glencore
(Schweiz) AG (each a "Guarantor" and together, the "Guarantors") and denominated in any currency agreed
between the relevant Issuer (as defined below), the Guarantors and the relevant Dealer (as defined below).
In this Base Prospectus, references to the "Issuer" are to either Glencore Finance (Europe) Limited or Glencore
Capital Finance DAC, as the case may be, as the issuer of Notes under the Programme as specified in the
relevant Final Terms (as defined below) and references to the "relevant Issuer" shall be construed accordingly.
The maximum aggregate principal amount of Notes outstanding at any one time under the Programme will not
exceed U.S.$20,000,000,000 (and for this purpose, any Notes denominated in another currency shall be
translated into U.S. dollars at the date of the agreement to issue such Notes (calculated in accordance with the
provisions of the Dealership Agreement (as defined under "Subscription and Sale")). The maximum aggregate
principal amount of Notes which may be outstanding at any one time under the Programme may be increased
from time to time, subject to compliance with the relevant provisions of the Dealership Agreement as defined
under "Subscription and Sale".
The Notes may be issued on a continuing basis to one or more of the Dealers specified under "General
Description of the Programme" and any additional Dealer appointed under the Programme from time to time
by the Issuers and each Guarantor (each a "Dealer" and together the "Dealers"), which appointment may be for
a specific issue or on an ongoing basis. References in this Base Prospectus to the "relevant Dealer" shall, in
relation to an issue of Notes being (or intended to be) subscribed by more than one Dealer, be to the lead
manager of such issue and, in relation to an issue of Notes subscribed by one Dealer, be to such Dealer.
Application has been made for Notes issued under the Programme for the period of 12 months after the
publication of this Base Prospectus to be listed on the Official List of the Luxembourg Stock Exchange and
admitted to trading on the regulated market of the Luxembourg Stock Exchange (the "Luxembourg Stock
Exchange's Regulated Market"). References in the Base Prospectus to Notes being "listed" (and all related
references) shall mean that such Notes have been listed on the Luxembourg Stock Exchange and admitted to
trading on the Luxembourg Stock Exchange's Regulated Market. The Luxembourg Stock Exchange's Regulated
Market is a regulated market for the purposes of the Directive of the European Parliament and the Council on
markets in financial instruments 2014/65/EU (as amended, "MiFID II"). The Programme also permits Notes to
be issued on the basis that they will not be admitted to listing, trading and/or quotation by any listing authority,
stock exchange and/or quotation system or to be admitted to listing, trading and/or quotation by such other or
further listing authorities as may be agreed with the relevant Issuer ("Exempt Notes"). The Luxembourg
Commission de Surveillance du Secteur Financier (the "CSSF") has neither approved nor reviewed information
contained in this Base Prospectus in connection with any Exempt Notes. Notice of the aggregate nominal
amount of the Notes, interest (if any) payable in respect of Notes, the issue price of Notes and any other terms
and conditions which are applicable to each Tranche (as defined under "Terms and Conditions of the Notes") of
Notes will be set out in the applicable final terms (the "Final Terms") which, with respect to the Notes to be
admitted to listing on the Official List of the Luxembourg Stock Exchange and to trading on the Regulated
Market of the Luxembourg Stock Exchange, will be filed with the Luxembourg Stock Exchange and the CSSF.
In the case of any Notes which are to be admitted to trading on a regulated market within the European
Economic Area or offered to the public in a Member State of the European Economic Area in circumstances
which require the publication of a prospectus under the Prospectus Regulation (as defined herein), the minimum
specified denomination shall be 100,000 (or its equivalent in any other currency as at the date of issue of the
Notes).
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This Base Prospectus is valid for a period of twelve months from its date of approval and will expire on 19
August 2023. The obligation to supplement this Base Prospectus in the event of significant new factors, material
mistakes or material inaccuracies will not apply when this Base Prospectus is no longer valid.
This document is a base prospectus which comprises two base prospectuses (a base prospectus in respect of
Glencore Finance (Europe) Limited and a base prospectus in respect of Glencore Capital Finance DAC) for the
purposes of Article 8 of the Prospectus Regulation and for the purpose of giving information with regard to
each Issuer and each Guarantor, which, according to the particular nature of each Issuer and each Guarantor
and the Notes, is necessary to enable investors to make an informed assessment of the liabilities, financial
position, profit and losses and prospects of the relevant Issuer. References in this Base Prospectus to the
"Group" are to references to the Company and its subsidiaries and any subsidiary thereof from time to time.
The companies in which Glencore directly and indirectly has an interest are separate and distinct legal entities.
In this document, "Glencore" and "Group" is used for convenience only where references are made to Glencore
plc and its subsidiaries in general. These collective expressions are used for ease of reference only and do not
imply any other relationship between the companies. These expressions are also used where no useful purpose
is served by identifying the particular company or companies.
This document comprises a base prospectus in respect of each of Glencore Finance (Europe) Limited and
Glencore Capital Finance DAC and for that purpose, this whole document is referred to herein as the "Base
Prospectus". This Base Prospectus has been approved by the CSSF (which is the Luxembourg competent
authority for the purpose of the Prospectus Regulation) as a base prospectus issued in compliance with the
Prospectus Regulation for the purpose of giving information with regard to the issue of Notes issued under the
Programme described in this Base Prospectus during the period of twelve months after the date hereof. By
approving this Base Prospectus in accordance with Article 20 of the Prospectus Regulation, the CSSF does not
engage in respect of the economic or financial opportunity of the operation or the quality and solvency of the
Issuers in accordance with the provisions of article 6(4) of the Luxembourg Act dated 16 July 2019 (as amended)
relating to prospectuses for securities (loi relative aux prospectus pour valeurs mobilières). The CSSF only
approved this Base Prospectus as meeting the standards of completeness, comprehensibility and consistency
imposed by the Prospectus Regulation. Such approval should not be considered as an endorsement of the quality
of the securities that are subject of this Base Prospectus and investors should make their own assessment as to
the suitability of investing in the Notes.
Prospective investors should have regard to the factors described under the section headed "Risk Factors" in
this Base Prospectus. Each prospective Noteholder must determine the suitability of that investment in light of
its own circumstances. In particular, each prospective Noteholder should:

have sufficient knowledge and experience to make a meaningful evaluation of the relevant Notes, the
merits and risks of investing in the relevant Notes and the information contained in, or incorporated by
reference into, this Base Prospectus or any applicable supplement;

have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular
financial situation, an investment in the relevant Notes and the impact the relevant Notes will have on
its overall investment portfolio;

have sufficient financial resources and liquidity to bear all of the risks of an investment in the relevant
Notes, including where the currency for principal or interest payments is different from the prospective
Noteholder's local currency;

understand thoroughly the terms of the relevant Notes and be familiar with the behaviour of any relevant
indices and financial markets; and
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be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic,
interest rate and other factors that may affect its investment and its ability to bear the applicable risks.
The Programme is, as of the date of this Base Prospectus, rated:

Baa1 in respect of the Notes by Moody's Investors Service Ltd. ("Moody's"). Obligations rated Baa are
judged to be medium-grade and subject to moderate credit risk and as such may possess certain
speculative characteristics. The modifier 1 indicates that the obligation ranks in the higher end of its
generic rating category (source: https://www.moodys.com/Pages/amr002002.aspx); and

BBB+ in respect of the Notes by S&P Global Ratings UK Limited ("S&P"). An obligation rated `BBB'
exhibits adequate protection parameters. However, adverse economic conditions or changing
circumstances are more likely to weaken the obligor's capacity to meet its financial commitments on the
obligation. The plus (+) sign shows relative standing within the rating categories (source:
https://disclosure.spglobal.com/ratings/en/regulatory/article/-/view/sourceId/504352).
Moody's is not established in the European Union and has not applied for registration under Regulation (EC)
No 1060/2009 on credit rating agencies, as amended (the "EU CRA Regulation") but the rating given by it is
endorsed by Moody's Deutschland GmbH which is established in the European Union and registered under the
EU CRA Regulation. S&P is not established in the European Union and has not applied for registration under
the EU CRA Regulation but the rating given by it is endorsed by S&P Global Ratings Europe Limited which is
established in the European Union and registered under the EU CRA Regulation. Notes issued under the
Programme may also be rated by Fitch Ratings, Inc. (or any of its affiliates) ("Fitch"). Fitch Ratings, Inc. is not
established in the European Union and has not applied for registration under the EU CRA Regulation, but
ratings given by it are endorsed by Fitch Ratings Ireland Limited which is established in the European Union
and registered under the EU CRA Regulation. The relevant Fitch entity which provides a rating in respect of
the Notes is expected to be established in the European Union and registered under the EU CRA Regulation or,
if the relevant entity is not established in the European Union and if it has not applied for registration under the
EU CRA Regulation, will be endorsed by Fitch Ratings Ireland Limited which is established in the European
Union and registered under the EU CRA Regulation. Further information relating to the registration of rating
agencies under the EU CRA Regulation and a current list of registered credit rating agencies can be found on
the website of the European Securities and Markets Authority.
Tranches of Notes issued under the Programme may be rated or unrated. Where a Tranche of Notes is rated, the
applicable rating(s), which will not necessarily be the same as the rating applicable to the Programme, will be
specified in the relevant Final Terms. In general, European Union regulated investors are restricted from using
a rating for regulatory purposes if such rating is not issued by a credit rating agency established in the European
Union and registered under the EU CRA Regulation or (1) the rating is provided by a credit rating agency not
established in the European Union but is endorsed by a credit rating agency established in the European Union
and registered under the EU CRA Regulation or (2) the rating is provided by a credit rating agency not
established in the European Union which is certified under the EU CRA Regulation. In general, United
Kingdom (the "UK") regulated investors are restricted from using credit ratings for regulatory purposes if such
rating is not issued by a credit rating agency established in the UK and registered under the Regulation (EU)
No 1060/2009 as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal)
Act 2018 ("EUWA") (the "UK CRA Regulation") or (1) the rating is provided by a credit rating agency not
established in the UK but is endorsed by a credit rating agency established in the UK and registered under the
UK CRA Regulation or (2) provided by a credit rating agency not established in the UK which is certified under
the UK CRA Regulation.
A rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension,
change or withdrawal at any time by the assigning rating agency.
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Amounts payable under any floating rate notes ("Floating Rate Notes") may be calculated by reference to one
of LIBOR or EURIBOR (each as defined herein), as specified in the applicable Final Terms. As at the date of
this Base Prospectus, the European Money Markets Institute, the administrator of EURIBOR appears on the
register of administrators and benchmarks established and maintained by the European Securities and Markets
Authority ("ESMA") pursuant to Article 36 of the Benchmark Regulation (Regulation (EU) 2016/1011) (the
"BMR"). As at the date of this Base Prospectus, ICE Benchmark Administration Limited, the administrator of
LIBOR, does not appear on the register of administrators and benchmarks established and maintained by the
ESMA pursuant to Article 36 of the BMR and as far as the Issuers are aware, the transitional provisions in
Article 51 of the BMR apply, such that ICE Benchmark Administration Limited is not currently required to
obtain recognition, endorsement or equivalence.
This document should be read and construed together with any supplements hereto and with any other
documents incorporated by reference herein and, in relation to any Tranche of Notes, should be read and
construed together with the relevant Final Terms.
Each of Glencore Finance (Europe) Limited (in respect of itself) and each Guarantor has confirmed to the
Dealers named under "Subscription and Sale" below that the Glencore Finance (Europe) Limited Prospectus
(as defined below) (including for this purpose, each relevant Final Terms for each of Tranche of Notes issued
under the Programme for which Glencore Finance (Europe) Limited is the relevant Issuer) contains all
information which is (in the context of the Programme, the issue and offering of the Notes for which Glencore
Finance (Europe) Limited is the relevant Issuer and the guarantees of the Notes (the "Guarantees of the Notes")
for which Glencore Finance (Europe) Limited is the relevant Issuer) material; that such information is true,
accurate and complete in all material respects and is not misleading in any material respect; that any opinions,
predictions or intentions expressed herein are honestly held or made, are based on reasonable assumptions and
are not misleading in any material respect; that the Glencore Finance (Europe) Limited Prospectus does not
omit to state any material fact necessary to make such information, opinions, predictions or intentions (in the
context of the Programme, the issue and offering of the Notes for which Glencore Finance (Europe) Limited is
the relevant Issuer and the Guarantees of the Notes for which Glencore Finance (Europe) Limited is the relevant
Issuer) not misleading in any material respect; and that all reasonable enquiries have been made to verify the
foregoing.
The "Glencore Finance (Europe) Limited Prospectus" comprises this Base Prospectus with the exception of the
information (A) incorporated by reference into this Base Prospectus pursuant to paragraphs (b) and (q) to (r) in
the section headed "Information Incorporated by Reference"; (B) incorporated by reference into this Base
Prospectus pursuant to paragraphs headed "Non-consolidated financial statements for Glencore Capital
Finance DAC" in the section headed "Information Incorporated by Reference"; (C) contained in the section
entitled "Description of Glencore Capital Finance DAC" and (D) contained in the subsections headed "Listing
and admission to trading", "Authorisations", "Legal and arbitration proceedings", "No significant change and
no material adverse change", "Auditors", "Documents available for inspection" and "Financial statements
available" in the section entitled "General Information" to the extent that it relates to Glencore Capital Finance
DAC.
Each of Glencore Capital Finance DAC (in respect of itself) and each Guarantor has confirmed to the Dealers
named under "Subscription and Sale" below that the Glencore Capital Finance DAC Prospectus (as defined
below) (including for this purpose, each relevant Final Terms for each of Tranche of Notes issued under the
Programme for which Glencore Capital Finance DAC is the relevant Issuer) contains all information which is
(in the context of the Programme, the issue and offering of the Notes for which Glencore Capital Finance DAC
is the relevant Issuer and the Guarantees of the Notes for which Glencore Capital Finance DAC is the relevant
Issuer) material; that such information is true, accurate and complete in all material respects and is not
misleading in any material respect; that any opinions, predictions or intentions expressed herein are honestly
5


held or made, are based on reasonable assumptions and are not misleading in any material respect; that the
Glencore Capital Finance DAC Prospectus does not omit to state any material fact necessary to make such
information, opinions, predictions or intentions (in the context of the Programme, the issue and offering of the
Notes for which Glencore Capital Finance DAC is the relevant Issuer and the Guarantees of the Notes for which
Glencore Capital Finance DAC is the relevant Issuer) not misleading in any material respect; and that all
reasonable enquiries have been made to verify the foregoing.
The "Glencore Capital Finance DAC Prospectus" comprises this Base Prospectus with the exception of the
information (A) incorporated by reference into this Base Prospectus pursuant to paragraphs (a) and (j) to (p) in
the section headed "Information Incorporated by Reference"; (B) incorporated by reference into this Base
Prospectus pursuant to paragraphs headed "Non-consolidated financial statements for Glencore Finance
(Europe) Limited" in the section headed "Information Incorporated by Reference"; (C) contained in the sections
headed "Description of Glencore Finance (Europe) Limited"; and (D) contained in the subsections headed
"Listing and admission to trading", "Authorisations", "Legal and arbitration proceedings", "No significant
change and no material adverse change", "Auditors", "Documents available for inspection", "Financial
statements available" and "Jersey Financial Services Commission" in the section entitled "General
Information" to the extent that it relates to Glencore Finance (Europe) Limited.
No person has been authorised to give any information or to make any representation not contained in or not
consistent with this Base Prospectus or any other document entered into in relation to the Programme or any
information supplied by any Issuer or any Guarantor or such other information as is in the public domain and,
if given or made, such information or representation should not be relied upon as having been authorised by
any of the Issuers, the Trustee, the Guarantors or the Dealers.
No representation or warranty is made or implied by the Dealers or any of their respective affiliates, and neither
the Dealers nor any of their respective affiliates makes any representation or warranty or accepts any
responsibility as to the accuracy or completeness of the information contained in this Base Prospectus. Neither
the delivery of this Base Prospectus or any Final Terms nor the offering or delivery of any Note shall, in any
circumstances, create any implication that the information contained in this Base Prospectus is true subsequent
to the date hereof or the date upon which this Base Prospectus has been most recently amended or supplemented
or that there has been no adverse change, or any event reasonably likely to involve any adverse change, in the
condition (financial or otherwise) of any Issuer or any Guarantor since the date thereof or, if later, the date upon
which this Base Prospectus has been most recently amended or supplemented or that any other information
supplied in connection with the Programme is correct at any time subsequent to the date on which it is supplied
or, if different, the date indicated in the document containing the same.
MIFID II PRODUCT GOVERNANCE/TARGET MARKET ­ The Final Terms in respect of any Notes
may include a legend entitled "MiFID II Product Governance" which will outline the target market assessment
in respect of the Notes and which channels for distribution of the Notes are appropriate. Any person
subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the
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 target market assessment)
and determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the MiFID II Product
Governance rules under EU Delegated Directive 2017/593 (the "MiFID II Product Governance Rules"), any
Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise neither the Arranger
nor the Dealers nor any of their respective affiliates will be a manufacturer for the purpose of the MiFID Product
II Governance Rules.
6


UK MIFIR PRODUCT GOVERNANCE/TARGET MARKET ­ The Final Terms in respect of any Notes
may include a legend entitled "UK MiFIR Product Governance" which will outline the target market assessment
in respect of the Notes and which channels for distribution of the Notes are appropriate. Any distributor should
take into consideration the target market assessment; however, a distributor subject to the FCA Handbook
Product Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance Rules") is
responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or
refining the target market assessment) and determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the UK MiFIR Product
Governance Rules, any Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but
otherwise neither the Arranger nor the Dealers nor any of their respective affiliates will be a manufacturer for
the purpose of the UK MIFIR Product Governance Rules.
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; (ii) a customer within
the meaning of Directive (EU) 2016/97 (the "Insurance Distribution 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 Regulation. Consequently, no key information document required by
Regulation (EU) No 1286/2014 (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.
PROHIBITION OF SALES TO UK 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 UK. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as
defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of
the EUWA; (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000
(the "FSMA") and any rules or regulations made under the FSMA to implement the Insurance Distribution
Directive, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1)
of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA (the "UK MiFIR");
or (iii) not a qualified investor as defined in Article 2 of the Prospectus Regulation as it forms part of domestic
law by virtue of the EUWA (the "UK Prospectus Regulation"). Consequently, no key information document
required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the "UK
PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in
the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any
retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
An investment in any Notes issued by Glencore Capital Finance DAC does not have the status of a bank deposit
and is not within the scope of the deposit protection scheme operated by the Central Bank of Ireland. Glencore
Capital Finance DAC is not and will not be regulated by the Central Bank of Ireland arising from the issue of
any Notes.
SINGAPORE SFA PRODUCT CLASSIFICATION ­ In connection with Section 309B of the Securities and
Futures Act 2001 of Singapore (the "SFA") and the Securities and Futures (Capital Markets Products)
Regulations 2018 of Singapore (the "CMP Regulations 2018"), unless otherwise specified before an offer of
Notes, the relevant Issuer has determined, and hereby notifies all relevant persons (as defined in Section
309A(1) of the SFA), that the Notes are `prescribed capital markets products' (as defined in the CMP
7


Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the
Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).
The distribution of this Base Prospectus and any Final Terms and the offering and delivery of the Notes in
certain jurisdictions may be restricted by law. Persons into whose possession this Base Prospectus or any Final
Terms comes are required by the Issuers, any Guarantor and the Dealers to inform themselves about and to
observe any such restrictions. For a description of certain restrictions on offers and deliveries of Notes and on
the distribution of this Base Prospectus or any Final Terms and other offering material relating to the Notes, see
"Subscription and Sale". In particular, the Notes and the Guarantees of the Notes have not been and will not be
registered under the United States Securities Act of 1933 (as amended) (the "Securities Act") and are subject to
U.S. tax law requirements. Subject to certain exceptions, the Notes and the Guarantees of the Notes may not be
offered, sold or delivered within the United States or to U.S. persons (as defined in the U.S. Internal Revenue
Code of 1986, as amended, and regulations thereunder). Neither this Base Prospectus nor any Final Terms
constitutes an offer or an invitation to subscribe for any Notes and should not be considered as a
recommendation by the Issuers, the Guarantors, the Trustee, the Dealers or any of them that any recipient of
this Base Prospectus or any Final Terms should subscribe for any Notes. Each recipient of this Base Prospectus
or any Final Terms shall be taken to have made its own investigation and appraisal of the condition (financial
or otherwise) of the relevant Issuer and the Guarantors.
Any Issuer and the Guarantors may agree with any Dealer that Notes may be issued in a form not contemplated
by the Terms and Conditions of the Notes herein, in which event (in the case of Notes intended to be admitted
to listing on the Official List of the Luxembourg Stock Exchange and to trading on the Luxembourg Stock
Exchange's Regulated Market) a supplement to this Base Prospectus, if appropriate, will be made available
which will describe the effect of the agreement reached in relation to such Notes.
In this Base Prospectus, unless otherwise specified, references to a "Member State" are references to a Member
State of the European Economic Area, references to "Prospectus Regulation" mean Regulation (EU) 2017/1129,
references to "U.S." and "United States" are to the United States of America, references to "U.S.$", "USD" and
"U.S. dollars" are to United States dollars, references to "EUR", "" or "Euro" are to the currency introduced
at the start of the third stage of European economic and monetary union, and as defined in Article 2 of Council
Regulation (EC) No 974/98 of 3 May 1998 on the introduction of the Euro, as amended, references to "pound
sterling" or "£" are to the lawful currency of the United Kingdom, references to "Swiss Francs" are to the lawful
currency of Switzerland, references to "South African rand" or "ZAR" are to the lawful currency of South
Africa, references to "Australian dollars" are to the lawful currency of Australia, references to "Canadian
dollars" or "C$" are to the lawful currency of Canada, references to "Colombian peso" are to the lawful currency
of Colombia and references to "Kazakhstani tenge" are to the lawful currency of Kazakhstan.
Certain figures included in this Base Prospectus have been subject to rounding adjustments; accordingly, figures
shown for the same category presented in different tables may vary slightly and figures shown as totals in certain
tables may not be an arithmetic aggregation of the figures which precede them.
This Base Prospectus has been prepared on the basis that any offer of Notes in any Member State will be made
pursuant to an exemption under the Prospectus Regulation from the requirement to publish a prospectus for
offers of Notes. Accordingly, any person making or intending to make an offer in that Member State of Notes
which are the subject of an offering contemplated in this Base Prospectus as completed by Final Terms in
relation to the offer of those Notes may only do so in circumstances in which no obligation arises for the Issuers,
the Guarantors or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or
supplement a prospectus pursuant to Article 23 of the Prospectus Regulation, in each case, in relation to such
offer. None of the Issuers, the Guarantors nor any Dealer has authorised, nor do they authorise, the making of
any offer of Notes in circumstances in which an obligation arises for the Issuers, the Guarantors or any Dealer
8


to publish or supplement a prospectus for such offer and the relevant Issuer has consented in writing to its use
for the purpose of such offer.
In connection with the issue of any Tranche of Notes, one or more relevant Dealers (in such capacity, the
"Stabilisation Manager(s)") (or any person acting on behalf of any Stabilisation Manager(s)) may over
allot Notes or effect transactions with a view to supporting the market price of the Notes at a level higher
than that which might otherwise prevail. However, stabilisation may not necessarily occur. Any
stabilisation action may begin on or after the date on which adequate public disclosure of the terms of
the offer of the relevant Tranche of Notes is made and, if begun, may cease at any time, but it must end
no later than the earlier of 30 days after the issue date of the relevant Tranche of Notes and 60 days after
the date of the allotment of the relevant Tranche of Notes. Any stabilisation action or over allotment must
be conducted by the relevant Stabilisation Manager(s) (or any person acting on behalf of any Stabilisation
Manager(s)) in accordance with all applicable laws and rules.
ALTERNATIVE PERFORMANCE MEASURES ­ Certain alternative performance measures ("APMs") as
described in the ESMA Guidelines on Alternative Performance Measures (the "ESMA Guidelines") published
on 5 October 2015 by the ESMA and which came into force on 3 July 2016 are included or referred to in this
Prospectus. APMs are not defined or specified under the requirements of IFRS (as defined herein), but are
derived from the financial statements prepared in accordance with IFRS. Glencore considers that these measures
provide useful information to enhance the understanding of financial position and performance. The APMs
should be viewed as complementary to, rather than a substitute for, the information presented in the financial
statements. An explanation of each such APM's components and calculation method can be found at pages 234
to 242 (incorporated by reference herein) of Glencore's Annual Report 2021.
Other than in relation to the documents which are deemed to be incorporated by reference (see "Information
Incorporated by Reference"), references to websites or uniform resource locators ("URLs") in this Base
Prospectus are inactive textual references and are included for information purposes only. The contents of any
such website or URL shall not form part of this Base Prospectus and has not been scrutinised or approved by
the CSSF.
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RESPONSIBILITY STATEMENT
Each Guarantor accepts responsibility for the information contained in this Base Prospectus and the Final Terms
for each Tranche of Notes issued under the Programme. To the best of the knowledge of each Guarantor, the
information contained in this Base Prospectus is in accordance with the facts and contains no omission likely
to affect its import.
Glencore Finance (Europe) Limited accepts responsibility for the information contained in the Glencore
Finance (Europe) Limited Prospectus and the Final Terms for each Tranche of Notes issued under the
Programme for which Glencore Finance (Europe) Limited is the relevant Issuer. To the best of the knowledge
of Glencore Finance (Europe) Limited, the information contained in the Glencore Finance (Europe) Limited
Prospectus is in accordance with the facts and contains no omission likely to affect its import.
Glencore Capital Finance DAC accepts responsibility for the information contained in the Glencore Capital
Finance DAC Prospectus and the Final Terms for each Tranche of Notes issued under the Programme for which
Glencore Capital Finance DAC is the relevant Issuer. To the best of the knowledge of Glencore Capital Finance
DAC, the information contained in the Glencore Capital Finance DAC Prospectus is in accordance with the
facts and contains no omission likely to affect its import.
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Document Outline