Glencore : 2024 AGM notice

NOTICE OF ANNUAL GENERAL MEETING

Glencore plc

(incorporated and registered in Jersey under number 107710)

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18. To authorise:

1. the Company generally and unconditionally pursuant to Article 57 of the Companies (Jersey) Law 1991 to make market purchases of Shares, provided that:

1. the maximum number of Shares authorised to be purchased is 1,828,886,722;
2. the minimum price, exclusive of any expenses, which may be paid for a Share is US$0.01;
3. the maximum price, exclusive of any expenses, which may be paid for a Share shall be the higher of:
4. 1. 1. an amount equal to 5 per cent above the average of the middle market quotations for Shares taken from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which such Shares are contracted to be purchased; and
      2. the higher of the price of the last independent trade and the highest current independent bid on the London Stock Exchange Daily Official List at the time that the purchase is carried out as stipulated by Commission- adopted Regulatory Technical Standards pursuant to Article 5(6) of the Market Abuse Regulation;
   2. the authority hereby conferred shall expire on the earlier of the conclusion of the Company's Annual General Meeting in 2025 and 30 June 2025 (except that the Company may make a contract to purchase Shares under this authority before such authority expires, which will or may be executed wholly or partly after the expiry of such authority, and may make purchases of Shares in pursuance of any such contract as if such authority had not expired); and

1. the Company generally and unconditionally pursuant to Article 58A of the Companies (Jersey) Law1991 to hold, if the Directors so desire, as treasury Shares, any Shares purchased pursuant to the authority conferred by paragraph (a) of this resolution

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BY ORDER OF THE BOARD

John Burton

Company Secretary

30 April 2024

Registered Office:

13 Castle Street

St Helier

Jersey JE1 1ES

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IMPORTANT INFORMATION

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provided to the CSDP or broker (as applicable) in sufficient time to permit the CSDP or broker to advise the registrar no later than 12 p.m. CEST on Friday 24 May 2024; or

1. in the case of CREST members, by utilising the CREST electronic proxy appointment service; or
2. for shareholders on the Principal Register or certificated and own name dematerialized shareholders on the SA Register who have appointed Computershare SA as their CSDP with the instruction that their ordinary shares are to be registered in the electronic sub-register of members in their own name, by utilising Computershare's online proxy appointment service at www.investorcenter.co.uk/eproxy.

In each case the appointment of proxy (together with any relevant power or authority) must be received (or, in the case of the appointment of a proxy through CREST, retrieved by enquiry to CREST in the manner prescribed by CREST) by Computershare not later than 12 p.m. CEST on Friday 24 May 2024.

9 If two or more valid but differing proxy appointments are received in respect of the same Share, the one which is last received (regardless of its date or the date of its execution) shall be treated as replacing and revoking the others as regards that Share and, if the Company is unable to determine which was last deposited, none of them shall be treated as valid in respect of that Share.

CREST members

1. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
2. For a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a CREST Proxy Instruction) must be properly authenticated in accordance with Euroclear's specifications and must contain the information required for such instructions, as described in the
   CREST Manual (available via
   www.euroclear.com). The message, regardless of whether it constitutes the appointment of a proxy or to anamendment to the instruction given to a previously appointed proxy must, to be valid, be transmitted so as to be received by the Company's agent not later than 12 p.m.

CEST on Friday 24 May 2024. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the Company's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.

1. CREST members and, where applicable,their CREST sponsors or voting service providers should note that Euroclear does not make available special proceduresin CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his or her CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and,where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
2. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Article 34 of the Companies (Uncertificated Securities) (Jersey) Order 1999.

Voting by poll

1. Each of the resolutions to be put to the meeting will be voted on by poll and not by show of hands. A poll reflects the number of voting rights exercisable by each shareholder. Shareholders and proxies will be asked to complete a poll card to indicate how they wish to cast their votes. These cards will be collected at the end of the meeting. The results of the poll will be announced to the relevant stock exchanges and published on the Company's website once the votes have been counted and verified.
2. The Company has included on the proxy form a 'Vote Withheld' option for shareholders to abstain on any particular resolution. However, it should be noted that a 'Vote Withheld' is not a vote in law and will not be counted in the calculation of the proportion of votes 'For' or 'Against' the particular resolution.

Appointing a proxy and voting online

16 Shareholders on the Principal Register, or certificated and own name dematerialized

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shareholders on the SA Register who have appointed Computershare SA as their CSDP with the instruction that their ordinary shares are to be registered in the electronic sub- register of members in their own name, may register the appointment of a proxy and/or voting instructions for this meeting online at www.investorcentre.co.uk/eproxy.

Full details of the procedures are set out on this website. The proxy appointment and / or voting instructions must be received by Computershare by no later than 12 p.m. CEST on Friday 24 May 2024. You will need to have your form of proxy or email notification to hand when you log on as it contains information which is required during the process.

17 Please note that any electronic communication sent to the Company or Computershare that is found to contain a computer virus will not be accepted.

Proxymity Voting

18 If you are an institutional investor, you may be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged by 12 p.m. CEST on Friday 24 May 2024 to be considered valid. Before you can appoint a proxy via this process you will need to have agreed to Proxymity's associated terms and conditions. It is important that you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy.

Shareholder Engagement

19 Any shareholder attending the meeting has the right to ask questions. The Company must cause to be answered any such question relating to the business being dealt with at the meeting but no such answer need be given if: (i) to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information; (ii) the answer has already been given on a website in the form of an answer to a question; or (iii) it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.

20 In accordance with the UK Corporate Governance Code, where 20 per cent or more of votes are cast against the Directors' recommendation in respect of a resolution, the Company will explain, when announcing the results of the voting, what actions it will take to consult with shareholders in order to understand the reasons behind the result. In addition, the Company will publish an update on the views received from shareholders within six months of the vote.

Audit concerns

21 Pursuant to Article 148 of the Articles, if the threshold requirements set out in Section 527 of the UK Companies Act 2006 are met, shareholders have the right to require the Company to publish on a website a statement setting out any matter relating to:

1. the audit of the Company's accounts (including the auditor's report and the conduct of the audit) that are to be laid before the AGM; or (ii) any circumstance connected with an auditor of the Company ceasing to hold office since the previous meeting at which annual accounts and reports were laid. In accordance with the Articles, the Company shall comply with all the obligations relating to the publication of such statement contained in the provisions of sections 527 to 529 (other than section 527(5)) of the UK Companies Act 2006 as if it were a company incorporated in the United Kingdom, provided always that the Company shall not be required to comply with the obligation set out in section 527(1) of the UK Companies Act 2006 where the Board believes in good faith that such rights are being abused.

Information about Shares and voting

22 As at 12 April 2024, which is the latest practicable date before the publication of this document, the total number of issued Shares in the Company is 13,550,000,000, carrying one vote each on a poll except for the 1,349,288,041 Shares that the Company holds in treasury which do not have voting rights. Therefore, the total number of votes exercisable at that date is 12,200,711,959.

Website information

23 A copy of this notice and other information required by Article 55 of the Articles can be found at:

https://www.glencore.com/investors/share holder-centre/agm

Use of electronic address

24 Shareholders may not use any electronic address provided in either this Notice of Meeting or any related documents (including the enclosed form of proxy) to communicate with the Company for any purposes other than those expressly stated.

Information rights

25 A shareholder who holds Shares on behalf of another person may nominate that person to have information rights to receive all communications sent by the Company to its shareholders. Any shareholder wishing to make such nomination should apply to Computershare, at the relevant address below, giving details of the nominated person including their relationship with them.

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EXPLANATORY NOTES TO THE

RESOLUTIONS

The following pages give an explanation of the proposed resolutions. The Directors believe that the Resolutions are in the best interests of the Company and its shareholders and unanimously recommend shareholders to vote in favour of the Resolutions, as the Directors intend to do in respect of their own beneficial shareholdings.

General Notes

Resolutions 2, 16, 17 and 18 are proposed as special resolutions. This means that to be passed, at least three-quarters of the votes cast must be in favour of the resolution. All other resolutions are proposed as ordinary resolutions. This means that for each of those resolutions to be passed, more than half of the votes cast must be in favour of the resolution.

For each of resolution 15 to 18:

• the calculations have been made on the basis of the issued share capital of the Company as at 12 April 2024, the latest practicable date prior to the publication of this document, being 13,550,000,000, less the number of Shares the Company held in treasury at such date, being 1,349,288,041 (equivalent to 11.06% of the issued share capital (excluding treasury shares)), equalling 12,200,711,959 (and accordingly the share capital amounts referenced in this section reflect this methodology); and
• if the resolution is passed, the authority and / or power will expire on the earlier of the conclusion of the Company's 2025 AGM and 30 June 2025.

In these notes a reference to an Article is to an Article of the Company's Articles of Association. These are available for viewing on the Company's website at glencore.com/articlesand at the AGM. Terms defined in the preceding parts of this document shall also be used in this section.

Resolution 1: Report and Accounts

The first item of business is the receipt by shareholders of the audited accounts for the financial year ended 31 December 2023 together with the Directors' Report and the Auditors' Report.

Resolution 2: Proposed capital reduction and distribution

This resolution seeks shareholder approval for a repayment to shareholders of US$0.065 per Share to be made in cash on each of the First Record Date and the Second Record Date, making US$0.13 per Share in total. The First Record Date and Second Record Date are specified in the resolution. If passed, the resolution will reduce the Company's capital contribution reserves, which are part of the Company's share premium account. The repayment to shareholders shall be paid by the Company free of Swiss federal withholding tax.

Resolutions 3 to 9: Re-election of Directors

These resolutions seek shareholder approval for the re-election of all current Directors except for Peter Coates who, due to his retirement, shall not be seeking re-election as a Director.

Board size, tenure, diversity of geographic location, nationality and gender, and the skills, experience and attributes required to effectively govern and manage risk are taken into account when considering Board renewal and succession planning. The Board annually reviews the performance of each Director seeking re-election, with assistance from the nomination committee. The Board notes that its small size and composition assists in its collegiality and sense of purpose. Until the AGM the Company will continue with a Board of eight Directors, including three female Directors and one from a minority ethnic background. Although the Board therefore does not achieve the UK Listing Rules gender diversity target of 40% female by 2.5%, the Directors believe that the composition of the Board fulfils the spirit and intent of relevant diversity targets with 50% of the Directors being diverse by gender or ethnicity. Combined with the variety and complementarity of background, skills, and experience of the current Directors, Board diversity will remain strong and diversity will continue to be an important factor in the choice of future Directors.

A summary of the skills and experience of each Director proposed for re-election is set out at Appendix 1 to this Notice of Meeting. The Board considers each Director to be effective in their role and that they continue to demonstrate the level of commitment required in connection with their role on the Board and the Company's long-term sustainable success.

Resolution 10: Re-election of Deloitte LLP as auditors

The Board, on the recommendation of the audit committee, recommends the re-election of Deloitte LLP as auditors, to hold office until the next meeting at which accounts are laid.

Resolution 11: Remuneration of the auditors

The remuneration of the auditors may be fixed by the audit committee or the Company in a general meeting. The usual practice is for shareholders to resolve at the AGM that the audit committee should determine this remuneration.

Resolution 12: 2024-2026 Climate Action Transition Plan

At our 2021 AGM shareholders approved our inaugural 2021-2023 Climate Action Transition Plan (the Inaugural Plan). At our 2023 AGM, shareholders approved our 2022 Climate Progress Report against the Inaugural Plan and did not approve a resolution that had been requisitioned by shareholders in respect of our next Plan.

As more than 20% of votes were cast against the Board's recommendation for these two resolutions last year, Glencore consulted with shareholders in order to understand the reasons behind this result in accordance with the UK

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Corporate Governance Code. We also undertook a review of our Inaugural Plan, in accordance with the commitment made at the 2021 AGM to review and produce an updated plan at least every three years. We sought shareholders' views on anticipated changes in the updated 2024- 2026 Climate Action Transition Plan (the Updated Plan) during the consultation period.

The principal areas of interest for consulted shareholders included: (i) comparison of our targets and ambition to all relevant IEA scenarios, including Net Zero scenarios; (ii) understanding progress on industrial emissions reduction between our short-term 2026 and medium-term 2035 targets; and (iii) integration of the announced acquisition of a 77% interest in Elk Valley Resources (EVR), the steel making coal assets of Teck Resources Limited, into the climate strategy. The response to that consultation was summarised in an announcement by the Company on 13 December 2023 available at: glencore.com/consultation-response

In response to the recommendations received, our Updated Plan and 2023 Annual Report include the following disclosures:

• an update of our assessment of the resilience of our portfolio and an analysis of our targets and ambition against a range of climate policy scenarios,
• information regarding the climate- related aspects of the planned acquisition of EVR, and
• a re-commitment to our 2026 (15%) and 2035 (50%) industrial emissions reduction targets against our restated 2019 baseline and, subject to a supportive policy environment, our 2050 net zero industrial emissions ambition.

We are also introducing a new interim target of reducing our industrial emissions by 25% by the end of 2030 against the restated 2019 baseline. The terms of the Updated Plan are summarised in Appendix 2 to this Notice of Meeting.

The Updated Plan also details how we seek to align our material capital expenditure and investments with the goals of the Paris Agreement (Article 2) and our own climate commitments. We have enhanced our disclosure in providing a breakdown of spend categories per commodity. Enhanced disclosure of our capital allocation for 2023, including for our coal business, is set out on page 42 of the 2023 Annual Report.

Resolution 12 gives shareholders the opportunity to provide a non-binding, advisory vote on our Updated Plan and its purpose is to advise the Board of shareholders' views on the on the Updated Plan.

Resolution 13: Directors' Remuneration Policy

Shareholders are invited to approve the revised Directors' Remuneration Policy, which, subject to approval, will apply from the date of the AGM. In accordance with best practice for UK listed companies, the Company is putting a revised Directors' Remuneration Policy to shareholders

as the current policy was last approved three years ago at the 2021 AGM. A summary of the differences between the proposed Policy and the current Policy is set out in the table on page 138- 140 of the 2023 Annual Report.

Resolution 14: Directors' Remuneration Report

Shareholders are invited to approve the Directors' Remuneration Report for the prior year, which is included in the 2023 Annual Report. The vote on this resolution is advisory and no Director's remuneration is conditional upon the passing of this resolution.

Resolution 15: Authority to allot Shares

The purpose of this resolution is to renew the Directors' authority to allot Shares. The proposed authority will allow the Directors to allot new Shares and grant rights to subscribe for, or convert other securities into, Shares up to a nominal value of US$40,669,039 which is equivalent to approximately one third of the issued ordinary share capital of the Company. This is in line with UK institutional shareholder guidelines.

There are no present plans to undertake a rights issue or to allot new Shares (other than potentially in connection with employee and incentive plans).

If this resolution is passed the authority will expire on the earlier of 30 June 2025 and the end of the Annual General Meeting in 2025.

Resolutions 16 and 17: Disapplication of preemption rights

The Board proposes to adhere to the UK PreEmption Group's revised Statement of Principles on Disapplying Pre-Emption Rights published in November 2022 (the UK Pre-EmptionPrinciples). These permit an authority for an issue of shares for cash otherwise than in connection with a preemptive offer to include: (1) an authority up to 10% of a company's issued share capital for use on an unrestricted basis; (2) an additional authority up to a further 10% of a company's issued share capital for use in connection with an acquisition or specified

capital investment announced contemporaneously with the issue, or which has taken place in the twelve month period preceding the announcement of the issue; and (3) in both cases, an additional authority of up to 2%, which may be sought for the purposes of making a follow- on offer.

The Board considers that it is in the best interests of the Company to seek the authorities set out in (1) and (2) above to allot new Shares for cash (or to sell treasury Shares), without those Shares first being offered to the existing shareholders in proportion to their existing holdings. The Company is not seeking the authority marked (3) above concerning follow- on offers. The Board considers this level of authorities to be appropriate to allow the Company flexibility to finance business opportunities as they arise. The Board intends to keep its position on this matter under review from year to year, depending on the circumstances at the time.

Accordingly, the purpose of Resolution 16 is to authorise the Directors to allot new Shares pursuant to the authority given by Resolution 15, or sell treasury Shares, for cash: (i) in connection with

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