02 Sep - 10 min read

Notice: U.S.$625 million Non-Dilutive Cash-Settled Guaranteed Convertible Bonds due 2025 issued by Glencore Funding

Notice: U.S.$625 million Non-Dilutive Cash-Settled Guaranteed Convertible Bonds due 2025 issued by Glencore Funding

GLENCORE PLC
(Incorporated in Jersey under the Companies (Jersey) Law 1991)
(Registration number 107710)
JSE Share Code: GLN
LSE Share Code: GLEN
ISIN: JE00B4T3BW64
LEI: 2138002658CPO9NBH955

Baar, Switzerland
2 September, 2021

This press release relates to the disclosure of information that qualified, or may have qualified, as inside information within
the meaning of Article 7(1) of the EU Market Abuse Regulation.

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE IN OR INTO THE UNITED STATES OR FOR THE ACCOUNT OR BENEFIT OF U.S.
PERSONS (AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED), OR IN OR INTO AUSTRALIA,
CANADA, SOUTH AFRICA OR JAPAN OR ANY JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE
LAW

Notice to holders of the U.S.$625 million Non-Dilutive Cash-Settled Guaranteed Convertible Bonds due 2025
issued by Glencore Funding LLC (the “Bonds”, ISIN: XS1799614232)

Capitalised terms used and not defined in this notice shall bear the meanings given to them in the terms and
conditions of the Bonds (the “Conditions”).

Pursuant to the Conditions, Glencore plc (“Glencore”), through its subsidiary Glencore Funding LLC (the "Issuer"),
hereby notifies Bondholders that as a result of the Cash Dividend of U.S.$0.10 per Ordinary Share payable on 21
September 2021 to Shareholders of record on 3 September 2021, the Calculation Agent has determined that,
effective 2 September 2021:

     •    the Conversion Price is adjusted to £4.8477 (previously £4.8396) pursuant to Condition 6(a)(ii) of the
          Conditions; and
     •    the Conversion Ratio (pursuant to the definition thereof in the Conditions) based on such adjusted
          Conversion Price as aforesaid is 29,262.94944 (previously 29,311.92661).

For further information please contact:

Investors
Martin Fewings                    t: +41 41 709 2880        m: +41 79 737 5642         martin.fewings@glencore.com
Media
Charles Watenphul                 t: +41 41 709 24 62       m: +41 79 904 33 20        charles.watenphul@glencore.com


www.glencore.com

Notes for Editors
Glencore is one of the world’s largest global diversified natural resource companies and a major producer and marketer of more
than 60 responsibly-sourced commodities that advance everyday life. The Group's operations comprise around 150 mining and
metallurgical sites and oil production assets.

With a strong footprint in over 35 countries in both established and emerging regions for natural resources, Glencore's industrial
activities are supported by a global network of more than 30 marketing offices. Glencore's customers are industrial consumers,
such as those in the automotive, steel, power generation, battery manufacturing and oil sectors. We also provide financing,
logistics and other services to producers and consumers of commodities. Glencore's companies employ around 135,000 people,
including contractors.

Glencore is proud to be a member of the Voluntary Principles on Security and Human Rights and the International Council on
Mining and Metals. We are an active participant in the Extractive Industries Transparency Initiative. Our ambition is to be a net
zero total emissions company by 2050.

Follow us on social media:
             www.facebook.com/Glencore
             www.flickr.com/photos/glencore
             www.instagram.com/glencoreplc
             www.linkedin.com/company/8518
             www.slideshare.net/glencore
             www.twitter.com/glencore
             www.youtube.com/glencorevideos


Disclaimer

This announcement is not a prospectus and has been made for information purposes only and shall not constitute, or be relied upon in connection
with, an offer to buy, sell, issue, or subscribe for, or the solicitation of an offer to buy, sell, issue, or subscribe for, any securities, nor shall there
be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The information contained in this
announcement is for background purposes only and does not purport to be full or complete, and is subject to change. No reliance may be placed
by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.

This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy, any securities referred to herein to any
person in the United States, Australia, Canada, South Africa or Japan or in any jurisdiction to whom or in which such offer or solicitation is
unlawful. This announcement is not for publication or distribution, directly or indirectly, in or into the United States, or for the account or benefit
of U.S. persons (as defined in Regulation S under the US Securities Act of 1933, as amended (the "Securities Act")). The distribution of this
announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred
to herein comes should inform themselves about and observe any such restriction. The securities referred to herein may not be offered or sold
in the United States, or for the account or benefit of U.S. persons, unless registered under the Securities Act or offered in a transaction exempt
from, or not subject to, the registration requirements of the Securities Act. The offer and sale of the securities referred to herein have not been
and will not be registered under the Securities Act or under the applicable securities laws of Australia, Canada, South Africa or Japan. Any failure
to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

No action has been taken by the Issuer, the Guarantors, or by Merrill Lynch International, Barclays Bank PLC, BNP Paribas, HSBC Bank plc or J.P.
Morgan Securities plc (together, the “Managers”) or any of their respective affiliates, or any other person that would permit an offer of the
securities referred to herein or possession or distribution of this announcement or any other offering or publicity material relating to the
securities referred to herein in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement
comes are required by the Issuer, the Guarantors, and the Managers to inform themselves about, and to observe, any such restrictions.

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial
instruments, as amended (“MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c)
local implementing measures (together, the “MiFID II Product Governance Requirements”), and disclaiming all and any liability, whether arising
in tort, contract or otherwise, which any “manufacturer” (for the purposes of the MIFID II Product Governance Requirements) may otherwise
have with respect thereto, the Bonds have been subject to a product approval process, which has determined that: (i) the target market for the
Bonds is eligible counterparties and professional clients only, each as defined in MiFID II; and (ii) all channels for distribution of the Bonds to
eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Bonds (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 Bonds (by either adopting or refining the manufacturers’ target
market assessment) and determining appropriate distribution channels. The target market assessment is without prejudice to the requirements
of any contractual or legal selling restrictions in relation to any offering of the Bonds. For the avoidance of doubt, the target market assessment
does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or
group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Bonds.

The Bonds 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. Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or
selling the Bonds or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Bonds
or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPS Regulation.

In addition, in the United Kingdom, this announcement is being distributed only to, and is directed only at, persons(i) who have professional
experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion)
Order 2005, as amended (the “Order”); (ii) who fall within Article 49(2)(A) to (D) of the Order; or (iii) to whom it may otherwise lawfully be
communicated (all such persons together being referred to as “Relevant Persons”). The information in this announcement must not be acted on
or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this announcement relates is available
only to Relevant Persons and will be engaged in only with Relevant Persons.

This announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements
may be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates",
"expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions
of strategy, plans, objectives, goals, future events or intentions. Forward-looking statements may and often do differ materially from actual
results. Any forward-looking statements reflect the Issuer's current view with respect to future events and are subject to risks relating to future
events and other risks, uncertainties and assumptions. Forward-looking statements speak only as of the date they are made. Each of the Issuer,
the Managers and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward-looking
statement contained in this announcement, whether as a result of new information, future developments or otherwise.

Any decision to purchase any of the Bonds should only be made on the basis of an independent review by a prospective investor of the Issuer
and the Guarantors’ publicly available information. None of the Managers nor any of their respective affiliates or any of its and their directors,
officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or
implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from
the announcement) or any other information relating to the Issuer or any of its subsidiaries or associated companies, whether written, oral or in
a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement
or its contents or otherwise arising in connection therewith. The information contained in this announcement is subject to change in its entirety
without notice up to the closing date.

Each prospective investor should proceed on the assumption that it must bear the economic risk of an investment in the Bonds or the ordinary
shares notionally underlying the bonds (together with the bonds, the “Securities”). None of the Issuer, the Guarantors, or the Managers make
any representation as to (i) the suitability of the securities for any particular investor, (ii) the appropriate accounting treatment and potential tax
consequences of investing in the securities or (iii) the future performance of the securities either in absolute terms or relative to competing
investments.

In connection with any offering of the Bonds, each of the Managers and any of their respective affiliates may take up a portion of the Bonds or
the underlying shares as a principal position and in that capacity may retain, purchase, sell or offer to sell for their own accounts such securities
and any other securities of the Issuer or any related investments in connection with the offering of the Bonds or otherwise. In addition, each of
the Managers and any of their respective affiliates may enter into financing arrangements (including swaps or contracts for differences) with
investors in connection with which they may from time to time acquire, hold or dispose of any such securities or other investments. They do not
intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do
so.

Merrill Lynch International, Barclays Bank PLC, BNP Paribas, HSBC Bank plc and J.P. Morgan Securities plc, each of which are authorised by the
Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority, are acting exclusively
for the Issuer and the Guarantors and no one else in connection with the securities referred to herein. They will not regard any other person as
their respective clients in relation to the securities referred to herein and will not be responsible to anyone other than the Issuer for providing
the protections afforded to their respective clients, nor for providing advice in relation to such securities, the contents of this announcement or
any transaction, arrangement or other matter referred to herein.

Sponsor
Absa Corporate and Investment Bank, a division of Absa Bank Limited

Date: 02-09-2021 10:35:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
 information disseminated through SENS.
Information on this Website is provided for general information purposes only and is not a substitute for professional advice. ASX Information (including company announcements and prices) is delayed by at least 20 minutes. JSE Information (including company announcements and prices) is delayed by at least 15 minutes. Reliance on the information you access on or from this Website is solely at your own risk. We make no representation or warranty in relation to the future performance of the companies that appear on this Website. Investment in securities involves risk and you should obtain independent professional legal, financial, investment or company advice before acting on any of the information you access on this Website. Using, browsing or otherwise accessing this Website is subject to our Terms and Conditions and our Privacy Policy.

© 2021 Listcorp. ABN 60 166 140 307

Never miss news from Glencore plc (JSE:GLN) when you join Listcorp.