IMPORTANT NOTICE. you are a holder or a beneficial owner of the Notes (as defined in the Offer to Purchase);

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1 IMPORTANT NOTICE IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer applies to the attached Offer to Purchase (the Offer to Purchase ) and you are therefore advised to read this disclaimer page carefully before reading or making any other use of the Offer to Purchase. In reading the Offer to Purchase, you agree to be bound by the following terms and conditions, including any modifications to them from time to time, each time you receive any information from Glencore Funding LLC (the Company ), Glencore plc, Glencore International AG or Glencore (Schweiz) AG (each a Guarantor and together, the Guarantors ) or Morgan Stanley & Co. LLC and UBS Securities LLC (the Lead Dealer Managers ), and BBVA Securities Inc. and HSBC Securities (USA) Inc. (the Co-Dealer Managers, together with the Lead Dealer Managers, the Dealer Managers ) or D.F. King & Co., Inc. (the Information and Tender Agent ). Confirmation of your representation: In order to be eligible to view the Offer to Purchase or make an investment decision with respect to the Offers (as defined in the Offer to Purchase), you must be able to participate lawfully in the relevant Offer on the terms and subject to the conditions set out in the Offer to Purchase, including the offer and distribution restrictions set out therein. You have been sent the Offer to Purchase at your request and on the basis that: (a) (b) (c) you are a holder or a beneficial owner of the Notes (as defined in the Offer to Purchase); you are a person to whom it is lawful to send the attached Offer to Purchase and to participate in the relevant Offer under applicable laws; and you consent to delivery of the Offer to Purchase by electronic transmission to you. The Offer to Purchase 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 transmission and consequently none of the Company, the Guarantors, the Dealer Managers, the Information and Tender Agent or any person who controls, or any director, officer, employee, agent or affiliate of, any such person accepts any liability or responsibility whatsoever in respect of any difference between the Offer to Purchase distributed to you in electronic format and the hard copy version available to you on request from the Information and Tender Agent. If you have sold or otherwise transferred all of your Notes, you should inform the Information and Tender Agent accordingly. THE OFFER TO PURCHASE SHOULD NOT BE FORWARDED OR DISTRIBUTED TO ANY PERSON OTHER THAN THE RECIPIENT AND SHOULD NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY SUCH FORWARDING OR DISTRIBUTION OR ANY REPRODUCTION OF THIS OFFER TO PURCHASE IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS RESTRICTION MAY RESULT IN A VIOLATION OF THE APPLICABLE LAWS OF CERTAIN JURISDICTIONS. You are otherwise reminded that the Offer to Purchase has been sent to you on the basis that you are a person into whose possession the Offer to Purchase may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located or resident and you may not, nor are you authorised to, deliver the Offer to Purchase to any other person. The communication of this Offer to Purchase and any other documents or materials relating to the Offers is not being made, and such documents and/or materials have not been approved, by an authorised person for the purposes of Section 21 of the Financial Services and Markets Act Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom, and are only for circulation to persons to whom they can lawfully be circulated outside the United Kingdom or to persons within the United Kingdom falling within the definition of investment professionals (as defined in

2 Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Order )), or within Article 43(2) of the Order, or within Article 49(2)(a) to (d) of the Order, or to other persons to whom it may lawfully be communicated in accordance with the Order (such persons together being the Relevant Persons ). The Offer to Purchase is only available to Relevant Persons and the transactions contemplated therein will be available only to, and engaged in only with, Relevant Persons, and the Offer to Purchase must not be relied or acted upon by persons other than Relevant Persons. NEITHER THE OFFER TO PURCHASE NOR ANY RELATED DOCUMENT HAS BEEN OR WILL BE FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION, NOR HAS ANY SUCH DOCUMENT BEEN FILED WITH OR REVIEWED BY ANY U.S. STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY OF ANY COUNTRY. NO AUTHORITY HAS PASSED UPON THE ACCURACY OR ADEQUACY OF THE OFFER TO PURCHASE OR ANY RELATED DOCUMENTS, AND IT IS UNLAWFUL AND IS A CRIMINAL OFFENSE TO MAKE ANY REPRESENTATION TO THE CONTRARY. Restrictions: Nothing in this electronic transmission constitutes an offer to buy or the solicitation of an offer to sell securities in any jurisdiction in which such offer or solicitation would be unlawful. The distribution of the Offer to Purchase in certain jurisdictions may be restricted by law. Persons into whose possession the Offer to Purchase comes are required by the Company, the Guarantors, the Dealer Managers and the Information and Tender Agent to inform themselves about, and to observe, any such restrictions.

3 GLENCORE FUNDING LLC Offer to Purchase Up to U.S.$1,000,000,000 of the Outstanding Notes Referred to in the Table Below Title of Security Rule 144A CUSIP/ ISIN Reg S ISIN Outstanding Principal Amount Acceptance Priority Level Reference U.S. Treasury Security Bloomberg Reference Page (1) Fixed Spread (bps) Early Tender Premium (2) Total Offer Consideration (3) 2.500% Notes due AD0/ US378272AD06 XS U.S.$878,188, % U.S. Treasury Notes due 11/15/2019 FIT1 +90 U.S.$30.00 To be determined as set out herein 3.125% Notes due AG3/ US378272AG37 XS U.S.$593,100, % U.S. Treasury Notes due 11/15/2019 FIT1 +95 U.S.$30.00 To be determined as set out herein Floating Rate Notes due AE8/ US378272AE88 XS U.S.$500,000,000 3 U.S.$30.00 U.S.$1, (2) 2.875% Notes due AK4/ US378272AK49 XS U.S.$1,000,000, % U.S. Treasury Notes due 11/30/2021 FIT1 +75 U.S.$30.00 To be determined as set out herein Notes: (1) The applicable page on Bloomberg from which the Lead Dealer Managers will quote the bid-side prices of the applicable Reference U.S. Treasury Security. (2) Per U.S.$1,000 principal amount of Notes that are accepted for purchase. (3) The applicable Total Offer Consideration plus the Accrued Interest will be paid to Holders of Notes that have been validly tendered and not validly withdrawn at or prior to the Early Tender Date and accepted for purchase. Holders of Notes that have been validly tendered after the Early Tender Date, but at or prior to the Expiration Date and accepted for purchase will be paid the applicable Base Offer Consideration plus the Accrued Interest. EACH OFFER (AS DEFINED BELOW) WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON DECEMBER 29, 2016, UNLESS EXTENDED OR EARLIER TERMINATED WITH RESPECT TO THAT OFFER AS DESCRIBED HEREIN (SUCH TIME AND DATE, AS THE SAME MAY BE EXTENDED WITH RESPECT TO THAT OFFER, THE EXPIRATION DATE ). HOLDERS OF NOTES (AS DEFINED BELOW) MUST VALIDLY TENDER THEIR NOTES AT OR PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON DECEMBER 14, 2016, UNLESS EXTENDED (SUCH DATE AND TIME, AS THE SAME MAY BE EXTENDED WITH RESPECT TO THAT OFFER, THE EARLY TENDER DATE ), AND NOT VALIDLY WITHDRAW THEIR NOTES AT OR PRIOR TO THE WITHDRAWAL DEADLINE (AS DEFINED BELOW) TO BE ELIGIBLE TO RECEIVE THE APPLICABLE TOTAL OFFER CONSIDERATION (AS DEFINED BELOW), PLUS ACCRUED INTEREST (AS DEFINED BELOW). HOLDERS OF NOTES WHO VALIDLY TENDER THEIR NOTES AFTER THE EARLY TENDER DATE, BUT AT OR PRIOR TO THE EXPIRATION DATE WILL ONLY BE ELIGIBLE TO RECEIVE THE APPLICABLE BASE OFFER CONSIDERATION EQUAL TO THE APPLICABLE TOTAL OFFER CONSIDERATION MINUS THE APPLICABLE EARLY TENDER PREMIUM, PLUS ACCRUED INTEREST. NOTES TENDERED MAY BE WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON DECEMBER 14, 2016, UNLESS EXTENDED BY THE COMPANY (SUCH DATE AND TIME, AS THE SAME MAY BE EXTENDED, WITH RESPECT TO THAT OFFER, THE WITHDRAWAL DEADLINE ) BUT NOT THEREAFTER. Glencore Funding LLC (the Company ), a company incorporated as a limited liability company in Delaware, hereby offers, upon the terms and subject to the conditions set forth in this Offer to Purchase (as it may be amended or supplemented from time to time, this Offer to Purchase ) to purchase for the 2.500% Notes due 2019, 3.125% Notes due 2019, Floating Rate Notes due 2019 and 2.875% Notes due 2020 (the Notes ) that will result in the aggregate principal amount of the Notes accepted for purchase not exceeding U.S.$1,000,000,000 (the Maximum Tender Amount ). The Company reserves the right to increase or decrease the Maximum Tender Amount at any

4 time, subject to compliance with applicable law. The Notes were issued by the Company and are guaranteed by Glencore plc, Glencore International AG and Glencore (Schweiz) AG (collectively, the Guarantors and each a Guarantor ). Glencore plc and its subsidiaries, taken together, are referred to as the Group or Glencore. These offers consist of four separate offers, one for each of the 2.500% Notes due 2019, 3.125% Notes due 2019 and 2.875% Notes due 2020 (together the Fixed Rate Notes ) and one for the Floating Rate Notes due 2019 (the Floating Rate Notes ), (each, an Offer and, collectively, the Offers ). The Notes accepted for purchase pursuant to an Offer will be accepted only in minimum denominations of U.S.$2,000 and integral multiples of U.S.$1,000 in excess thereof (the Authorized Denomination ). The Company offers to purchase for cash the Fixed Rate Notes that have been validly tendered, and not validly withdrawn at or prior to the Early Tender Date that are accepted for purchase at the consideration per U.S.$1,000 principal amount as determined in the manner described in this Offer to Purchase by reference to a fixed spread (the Fixed Spread ) specified for the applicable Fixed Rate Notes over the yield to maturity of the applicable Reference U.S. Treasury Security specified on the cover page of this Offer to Purchase (the Reference Treasury Security ) based on the bid-side price of the applicable Reference Treasury Security, as calculated by the Lead Dealer Managers in accordance with standard market practice at 11:00 a.m., New York City time, on December 15, 2016 (subject to certain exceptions set forth herein, each such time and date, as the same may be extended, the Fixed Rate Price Determination Date ), (the Fixed Rate Total Offer Consideration ). The Fixed Rate Total Offer Consideration minus the early tender premium set forth in the table on the cover page of this Offer to Purchase (the Early Tender Premium ) equals the Fixed Rate Base Offer Consideration, which will be paid to Holders of Fixed Rate Notes that have been validly tendered after the Early Tender Date, but at or prior to the Expiration Date and accepted for purchase. The Company offers to purchase for cash the Floating Rate Notes that have been validly tendered and not validly withdrawn at or prior to the Early Tender Date that are accepted for purchase at the consideration per U.S.$1,000 principal amount of U.S.$1, (the Floating Rate Total Offer Consideration, such term, together with the Fixed Rate Total Offer Consideration, as applicable, referred to herein as the Total Offer Consideration ). The Floating Rate Total Offer Consideration minus the Early Tender Premium equals the Floating Rate Base Offer Consideration, which will be paid to Holders of Floating Rate Notes that have been validly tendered after the Early Tender Date, but at or prior to the Expiration Date. The Floating Rate Base Offer Consideration together with the Fixed Rate Base Offer Consideration, as applicable, are referred to herein as the Base Offer Consideration. If a Holder (as defined below) validly tenders its Notes and the Company accepts such Notes for purchase, subject to the terms and conditions of the applicable Offer, the Company will also pay to such Holder all accrued and unpaid interest on such Notes (rounded to the nearest U.S.$0.01 with U.S.$0.005 being rounded upwards) ( Accrued Interest ) up to, but not including, the applicable Payment Date (as defined below). No tenders will be valid if submitted after the Expiration Date. Any holder of record of Notes (each, a Holder and, collectively, Holders ) or beneficial owner of Notes desiring to tender all or any portion of such Holder s Notes must comply with the procedures for tendering Notes set forth herein in Procedures for Tendering and Withdrawing Notes. Unless the context otherwise requires, all references in this Offer to Purchase to a Holder (collectively, Holders ) include: (a) each person who is shown in the records of The Depository Trust Company ( DTC ), Euroclear Bank SA/NV ( Euroclear ) and Clearstream Banking, S.A. ( Clearstream, Luxembourg ) (together, the Clearing Systems and each a Clearing System ) as a Holder of the Notes (also referred to as Direct Participants and each a Direct Participant ); (b) any broker, dealer, bank, trust company or other nominee or custodian who holds Notes; and

5 (c) each beneficial owner of Notes holding such Notes, directly or indirectly, in accounts in the name of a Direct Participant acting on the beneficial owner s behalf, except that for the purposes of any payment to a Holder pursuant to any of the Offers, to the extent the beneficial owner of the relevant Notes is not a Direct Participant, such payment will only be made by the relevant Clearing System to the relevant Direct Participant and the making of such payment by or on behalf of the Company to such Clearing System will satisfy the obligations of the Company in respect of the purchase and payment of such Notes. Subject to the Maximum Tender Amount, the amount of any series of Notes that is purchased in an Offer on a Payment Date will be based on the order of priority (the Acceptance Priority Level ) for such series, as set forth in the table above, with Acceptance Priority Level 1 being the highest and Acceptance Priority Level 4 being the lowest. On each Payment Date, validly tendered Notes of a series having a higher Acceptance Priority Level will be accepted, up to the Maximum Tender Amount, before any validly tendered Notes of a series having a lower Acceptance Priority Level will be accepted. The series of Notes with the lowest Acceptance Priority Level accepted for purchase may be subject to proration if the aggregate principal amount of the Notes of such series validly tendered and not validly withdrawn would cause the Maximum Tender Amount to be exceeded. See The Offers Acceptance Priority Levels; Proration for more information on the possible proration relating to any series of Notes. All Notes that are validly tendered for purchase at or prior to the Early Tender Date will have priority over any Notes that are validly tendered for purchase after the Early Tender Date. Accordingly, if the aggregate principal amount of Notes validly tendered for purchase at or prior to the Early Tender Date equals or exceeds the Maximum Tender Amount, no Notes tendered for purchase after the Early Tender Date will be accepted for purchase (even if they are of a higher Acceptance Priority Level). The Company s obligation to accept for purchase and to pay for any Notes validly tendered pursuant to the Offers is subject to the satisfaction of the Conditions (as defined below), as described in this Offer to Purchase. Only Holders that validly tender their Notes at or prior to the Early Tender Date and do not validly withdraw their Notes at or prior to the Withdrawal Deadline will be eligible to receive the Early Tender Premium (as defined below). Any questions or requests for assistance concerning the Offers may be directed to Morgan Stanley & Co. LLC and UBS Securities LLC (the Lead Dealer Managers ) or D.F. King & Co., Inc. (the Information and Tender Agent ) at the addresses and telephone numbers set forth on the back cover page of this Offer to Purchase. The Company has also appointed BBVA Securities Inc. and HSBC Securities (USA) Inc. (the Co-Dealer Managers, together with the Lead Dealer Managers, the Dealer Managers ) in relation to the Offer. Requests for additional copies of this Offer to Purchase or any other related documents may be directed to the Information and Tender Agent at the address and telephone numbers set forth on the back cover page of this Offer to Purchase. Beneficial owners should contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offers. NONE OF THE COMPANY, THE GUARANTORS, THE DEALER MANAGERS, ANY TRUSTEE FOR THE NOTES OR THE INFORMATION AND TENDER AGENT MAKES ANY RECOMMENDATION IN CONNECTION WITH THE OFFERS. HOLDERS MUST MAKE THEIR OWN DECISIONS AS TO WHETHER TO TENDER THEIR NOTES, AND, IF SO, THE PRINCIPAL AMOUNT OF NOTES TO TENDER. NONE OF THE U.S. SECURITIES AND EXCHANGE COMMISSION (THE SEC ), ANY U.S. STATE SECURITIES COMMISSION OR ANY REGULATORY AUTHORITY OF ANY OTHER COUNTRY HAS APPROVED OR DISAPPROVED OF THE OFFERS, PASSED UPON THE MERITS OR FAIRNESS OF THE OFFERS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS OFFER TO PURCHASE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

6 Lead Dealer Managers Morgan Stanley & Co. LLC UBS Investment Bank Co-Dealer Managers BBVA HSBC December 1, 2016

7 IMPORTANT DATES You should take note of the following dates in connection with the Offers. These dates assume no extension of the Early Tender Date or the Expiration Date. Date Calendar Date and Time Event Early Tender Date Withdrawal Deadline Fixed Rate Price Determination Date Early Payment Date December 14, 2016 at 5:00 p.m., New York City time, unless extended. December 14, :00 p.m., New York City time, unless extended. 11:00 a.m., New York City time, on December 15, 2016, unless extended. Promptly following the Early Tender Date. Subject to the terms and conditions of the Offers, the Company expects the Early Payment Date will be December 16, Expiration Date December 29, 2016, at 11:59 p.m., New York City time, unless extended. Final Payment Date Promptly following the Expiration Date. Subject to the terms and conditions of the Offers, the Company expects the Final Payment Date will be January 3, The last day to tender Notes to qualify for payment of the applicable Total Offer Consideration (which includes the Early Tender Premium). The last day to validly withdraw tenders of Notes. Notes tendered prior to the Withdrawal Deadline and not withdrawn at or prior to the Withdrawal Deadline may no longer be withdrawn. Notes tendered after the Withdrawal Deadline may not be withdrawn. The Lead Dealer Managers will calculate the Fixed Rate Total Offer Consideration and the Fixed Rate Base Offer Consideration for the Fixed Rate Notes in the manner described in this Offer to Purchase. The date on which the Company deposits with the relevant Clearing Systems the aggregate Total Offer Consideration for Notes validly tendered at or prior to the Early Tender Date, together with Accrued Interest thereon. The last day to tender Notes to qualify for payment of the applicable Base Offer Consideration for Notes validly tendered after the Early Tender Date. The date on which the Company deposits with the relevant Clearing Systems the aggregate Base Offer Consideration for Notes validly tendered after the Early Tender Date, but at or prior to the Expiration Date, together with Accrued Interest thereon. i

8 TABLE OF CONTENTS Page IMPORTANT DATES... i IMPORTANT INFORMATION... 1 SUMMARY... 3 FORWARD-LOOKING STATEMENTS... 8 THE OFFERS... 9 PROCEDURES FOR TENDERING AND WITHDRAWING NOTES...13 ACCEPTANCE FOR PURCHASE AND PAYMENT...17 CONDITIONS TO THE OFFERS...22 RISK FACTORS AND OTHER CONSIDERATIONS...25 SOURCE AND AMOUNT OF FUNDS...28 CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS...29 OFFER AND DISTRIBUTION RESTRICTIONS...32 INCORPORATION OF DOCUMENTS BY REFERENCE...34 THE DEALER MANAGERS AND THE INFORMATION AND TENDER AGENT...36 APPENDIX I...37

9 IMPORTANT INFORMATION THIS OFFER TO PURCHASE, INCLUDING THE INFORMATION INCORPORATED BY REFERENCE HEREIN, CONTAIN IMPORTANT INFORMATION THAT SHOULD BE READ BEFORE ANY DECISION IS MADE WITH RESPECT TO THE OFFERS. To tender Notes in the Offer, each Holder of Notes must deliver, or arrange to have delivered on its behalf, via the relevant Clearing System and in accordance with the requirements of such Clearing System, a valid electronic tender instruction (each a Tender Instruction ) that is received in each case by the Information and Tender Agent by the Expiration Date. Only a Direct Participant in a Clearing System can properly instruct that Clearing System with regard to submitting a Tender Instruction. In so instructing, the Direct Participant, and the tendering Holder on whose behalf it is acting, will be deemed to have read and agreed to be bound by the terms and conditions of the Offer contained in this Offer to Purchase. See Procedures for Tendering and Withdrawing Notes. These procedures include (in respect of Notes held through DTC) the submission of instructions through DTC s Automated Tender Offer Program ( ATOP ) procedures; or (in respect of Notes held through Euroclear or Clearstream, Luxembourg) the blocking of the Notes tendered in the relevant account at the relevant Clearing System. The Company has not provided guaranteed delivery provisions in connection with the Offers and Holders are not required to submit a letter of transmittal to tender such Notes pursuant to the Offers. With respect to Notes validly tendered and not validly withdrawn at or prior to the Early Tender Date that are accepted for purchase, if any, the Holders thereof will receive payment of the applicable Total Offer Consideration for such accepted Notes promptly after the Early Tender Date, with the date on which the Company deposits with the relevant Clearing System the aggregate Total Offer Consideration for Notes validly tendered at or prior to the Early Tender Date, together with an amount equal to Accrued Interest, being referred to as the Early Payment Date. Subject to the terms and conditions of the Offers, the Company intends to accept for purchase promptly following the Expiration Date any Notes validly tendered after the Early Tender Date, but at or prior to the Expiration Date. Payment of the aggregate consideration for all such Notes is expected to be made on the Final Payment Date, which date will be the date promptly after the Expiration Date on which the Company deposits with the relevant Clearing System the aggregate Base Offer Consideration for the Notes validly tendered after the Early Tender Date, but at or prior to the Expiration Date, together with an amount equal to Accrued Interest. Holders will not be obligated to pay brokerage fees or commissions with respect to the Company s purchase of Notes pursuant to the Offers. If you hold Notes through a broker, dealer, commercial bank, trust company or nominee, you should consult that institution as to whether it charges any service fee to tender your Notes. The Company will pay certain fees and expenses of the Dealer Managers and the Information and Tender Agent in connection with the Offers. See The Dealer Managers and the Information and Tender Agent. Questions and requests for assistance or for additional copies of this Offer to Purchase may be directed to the Lead Dealer Managers or to the Information and Tender Agent, each at its respective address and telephone number set forth on the back cover page of this Offer to Purchase. Requests for additional copies of this Offer to Purchase may also be directed to brokers, dealers, commercial banks or trust companies. THIS OFFER TO PURCHASE AND RELATED DOCUMENTS DO NOT CONSTITUTE AN OFFER TO PURCHASE OR A SOLICITATION OF AN OFFER TO BUY THE NOTES IN ANY JURISDICTION IN WHICH, OR TO OR FROM ANY PERSON TO OR FROM WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER UNDER APPLICABLE SECURITIES OR BLUE SKY LAWS. NEITHER THE DELIVERY OF THIS OFFER TO PURCHASE NOR ANY PURCHASE 1

10 HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE ANY IMPLICATION THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF OR THAT THERE HAS BEEN NO CHANGE IN THE INFORMATION SET FORTH HEREIN OR IN THE AFFAIRS OF GLENCORE SINCE THE DATE HEREOF. The Company expressly reserves the right (but will not be obligated), in its sole discretion, to waive or modify any one or more of the conditions to the Offers in whole or in part at any time on or before the date that any Notes are first accepted for purchase pursuant to the Offers. The Company also expressly reserves the right (but will not be obligated), at any time or from time to time, at or prior to the Expiration Date, regardless of whether any of the events set forth in Conditions to the Offers have occurred or have been determined by the Company to have occurred, to (1) extend the Early Tender Date, Withdrawal Deadline or Expiration Date for any purpose or (2) otherwise amend the terms of the Offers, subject to any obligation under applicable law to extend the Expiration Date or reinstate withdrawal rights for the Offers. The rights reserved in this paragraph are in addition to the Company s rights to terminate the Offers described in Conditions to the Offers. The foregoing rights are in addition to the Company s right to delay acceptance for purchase of, or payment for, Notes tendered pursuant to the Offers in order to comply, in whole or in part, with any applicable law (subject to Rule 14e-1(c) under the Securities Exchange Act of 1934, as amended (the Exchange Act )), which requires that an offeror pay the consideration offered or return the securities deposited by or on behalf of the holders thereof promptly after the termination or withdrawal of an offer. If the Offers are terminated without the Company having purchased any Notes pursuant to the Offers, whether before or after the Expiration Date, the Company will promptly return Notes tendered pursuant to the Offers to the tendering Holders. See Risk Factors and Other Considerations and Certain U.S. Federal Income Tax Considerations for a discussion of certain factors that should be considered in evaluating the Offers. You should not construe the contents of this Offer to Purchase as legal, business or tax advice. You should consult your attorney, business advisor or tax advisor as to legal, business or tax advice. In this Offer to Purchase, the Company has used the convention of referring to all Notes that have been validly tendered and not validly withdrawn as having been validly tendered. 2

11 SUMMARY This summary highlights information contained elsewhere in this Offer to Purchase. It does not contain all of the information that you should consider before making a decision regarding the Offers. You are encouraged to carefully read this entire Offer to Purchase and the documents that are incorporated by reference herein before making a decision regarding the Offers. The Company The Guarantors The Notes Glencore Funding LLC, a company incorporated as a limited liability company in Delaware Glencore plc, a company incorporated in Jersey; Glencore International AG, a company incorporated in Switzerland; and Glencore (Schweiz) AG, a company incorporated in Switzerland The following series of notes of the Company: Title of Notes Rule 144A CUSIP/ Reg S ISIN Principal Amount Outstanding Acceptance Priority Level 2.500% Notes due % Notes due 2019 Floating Rate Notes due % Notes due AD0/ XS AG3/ XS AE8/ XS AK4/ XS U.S.$878,188,000 1 U.S.$593,100,000 2 U.S.$500,000,000 3 U.S.$1,000,000,000 4 The Offers Purpose of the Offers; Source and Amount of Funds Maximum Tender Amount Fixed Rate Total Offer Consideration The Company is offering to purchase for cash, upon the terms and subject to the conditions set forth in this Offer to Purchase, the Notes validly tendered that will result in the purchase of up to the Maximum Tender Amount, subject to the Acceptance Priority Levels and proration as described herein. See The Offers Acceptance Priority Levels; Proration for more information on the possible proration relating to any series of Notes. The purpose of the Offers is to reduce the Company s interest expense and optimize maturity schedules. The Company will fund purchases of Notes pursuant to these Offers and any Accrued Interest in respect of Notes purchased in the Offers from existing cash reserves. See The Offers Purpose of the Transaction, Source and Amount of Funds and Conditions to the Offers. U.S.$1,000,000,000 in aggregate principal amount of the Notes. The applicable consideration for each U.S.$1,000 principal amount of the Fixed Rate Notes validly tendered and not validly withdrawn at or prior to the Early Tender Date and accepted for purchase pursuant to the Offers will be determined in the manner described in this Offer to Purchase by reference to the applicable Fixed Spread specified for the applicable Notes over the applicable Reference Yield (as defined below) based on the bid-side price of the applicable Reference Treasury Security set forth on the cover page of this Offer to 3

12 Purchase, as calculated by the Lead Dealer Managers on the Fixed Rate Price Determination Date, subject to Accrued Interest below. Fixed Rate Base Offer Consideration Floating Rate Total Offer Consideration Floating Rate Base Offer Consideration Accrued Interest Early Tender Date Early Tender Premium Base Offer Consideration Holders of the Fixed Rate Notes that are validly tendered after the Early Tender Date, but at or prior to the Expiration Date and accepted for purchase pursuant to the Offers will receive the applicable Fixed Rate Base Offer Consideration equal to the applicable Fixed Rate Total Offer Consideration minus the applicable Early Tender Premium, subject to Accrued Interest below. Holders of the Floating Rate Notes that are validly tendered and not validly withdrawn, at or prior to the Early Tender Date and accepted for purchase pursuant to the Offers will receive the Floating Rate Total Offer Consideration of U.S.$1,010.00, subject to Accrued Interest below. Holders of the Floating Rate Notes that are validly tendered after the Early Tender Date, but at or prior to the Expiration Date and accepted for purchase pursuant to the Offers will receive the Floating Rate Base Offer Consideration equal to the Floating Rate Total Offer Consideration minus the Early Tender Premium, subject to Accrued Interest below. In addition to the applicable Base Offer Consideration or the applicable Total Offer Consideration, as the case may be, all Holders of the Notes accepted for purchase will also receive accrued and unpaid interest on such Notes (rounded to the nearest U.S.$0.01 with U.S.$0.005 being rounded upwards) from the last interest payment date up to, but not including, the Early Payment Date or the Final Payment Date, as applicable. The Early Tender Date for each Offer is 5:00 p.m., New York City time, on December 14, 2016, unless extended with respect to that Offer by the Company. A Holder must tender its Notes at or prior to the Early Tender Date, and not validly withdraw such Notes at or prior to the Withdrawal Deadline, in order to be entitled to receive the applicable Total Offer Consideration. Holders who validly tender their Notes pursuant to an Offer at or prior to the Early Tender Date, and do not validly withdraw such Notes at or prior to the Withdrawal Deadline, and whose Notes are accepted for purchase by the Company in an Offer will be entitled to receive the applicable Early Tender Premium as part of the applicable Total Offer Consideration. The applicable Early Tender Premium is set forth for each series of Notes on the cover page of this Offer to Purchase and under The Offers Consideration. The applicable Base Offer Consideration is the amount that a Holder will receive for its Notes validly tendered after the Early Tender Date, but at or prior to the Expiration Date that are accepted for purchase by the Company in an Offer. The applicable Base Offer 4

13 Consideration for each series of Notes is the applicable Total Offer Consideration minus the applicable Early Tender Premium for that series of Notes and excludes Accrued Interest, which will be paid in addition to the Base Offer Consideration. Expiration Date Maximum Tender Amount; Acceptance Priority Levels; Proration Each Offer will expire at 11:59 p.m., New York City time, on December 29, 2016, unless extended with respect to that Offer by the Company. Subject to the Maximum Tender Amount, the amount of any series of Notes that is purchased in an Offer on a Payment Date will be based on the Acceptance Priority Level for such series, with Acceptance Priority Level 1 being the highest and Acceptance Priority Level 4 being the lowest. On each Payment Date, validly tendered 2019 Notes of a series having a higher Acceptance Priority Level will be accepted up to the Maximum Tender Amount before any validly tendered Notes of a series having a lower Acceptance Priority Level will be accepted. The series of Notes with the lowest Acceptance Priority Level accepted for purchase may also be subject to proration if the aggregate principal amount of the Notes of such series validly tendered and not validly withdrawn would cause the Maximum Tender Amount to be exceeded. All Notes that are validly tendered for purchase prior to the Early Tender Date will have priority over any Notes that are tendered for purchase after the Early Tender Date. Accordingly, if the aggregate principal amount of Notes validly tendered for purchase prior to the Early Tender Date equals or exceeds the Maximum Tender Amount, no Notes tendered for purchase after the Early Tender Date will be accepted for purchase (even if they are of a higher Acceptance Priority Level). See The Offers Acceptance Priority Levels; Proration for more information on the possible proration relating to any series of Notes. To avoid purchases of Notes in principal amounts other than Authorized Denominations and to ensure the Company returns Notes in Authorized Denominations, if necessary, the Company will make appropriate adjustments downward to the nearest U.S.$1,000 principal amount, or if applicable, the minimum denomination, with respect to each Holder validly tendering Notes. The Company will accept this rounded principal amount, unless it is less than the minimum denomination, in which case such tender will be rejected in its entirety. Holders who tender less than all their Notes must continue to hold Notes in Authorized Denominations. Payment Dates On the Early Payment Date, the applicable Total Offer Consideration plus the Accrued Interest will be paid to Holders of Notes that have been validly tendered and not validly withdrawn at or prior to the 5

14 Early Tender Date and accepted for purchase. The Early Payment Date for each Offer is expected to occur on or about December 16, On the Final Payment Date, the applicable Base Offer Consideration plus the Accrued Interest will be paid to the Holders of the Notes that have been validly tendered after the Early Tender Date, but at or prior to the Expiration Date and accepted for purchase. The Final Payment Date for each Offer is expected to occur on or about January 3, Withdrawal Rights Conditions to the Offers The Withdrawal Deadline for each Offer is 5:00 p.m., New York City time, on December 14, 2016, unless extended with respect to that Offer. Notes tendered at or prior to the Withdrawal Deadline may be validly withdrawn at any time at or prior to the Withdrawal Deadline, but not thereafter, except in certain limited circumstances where the Company determines additional withdrawal rights are required by law. Tendered Notes may only be withdrawn in Authorized Denominations. If not all Notes originally tendered are withdrawn, Notes that remain tendered must be in Authorized Denominations, and Holders must continue to hold Notes in Authorized Denominations. See Procedures for Tendering and Withdrawing Notes Withdrawal of Tenders. Notwithstanding any other provision of the Offers, the Company s obligation to accept for purchase, and pay for, any Notes validly tendered pursuant to an Offer is conditioned on the satisfaction of the Conditions. The Company expressly reserves the right, in its sole discretion, subject to applicable law, to (i) terminate an Offer and not accept for purchase any Notes not theretofore accepted for purchase, (ii) waive any or all of the conditions of any Offer prior to the date of acceptance for purchase of Notes in that Offer, (iii) extend the Early Tender Date or the Expiration Date, in each case, without extending the Withdrawal Deadline (unless otherwise required by law), (iv) increase or decrease the Maximum Tender Amount or (v) amend the terms of any Offer. See Conditions to the Offers. Procedures for Tendering and Withdrawing Notes Untendered and/or Unpurchased Notes Holders can tender Notes in the Offer in accordance with the procedures for the relevant Clearing System described in Procedures for Tendering and Withdrawing Notes. These procedures include (in respect of Notes held through DTC) the submission of instructions through DTC s ATOP procedures; or (in respect of Notes held through Euroclear or Clearstream, Luxembourg) the blocking of the Notes tendered in the relevant account at the relevant Clearing System. Notes that are not tendered, or Notes that are tendered but are not accepted for purchase and purchased by the Company pursuant to an Offer, will remain outstanding. See Risk Factors and Other Considerations Treatment of Notes Not Tendered Pursuant to the 6

15 Offers. Acceptance for Purchase and Payment Upon the terms and subject to the conditions set forth herein, the Company will accept for purchase on the Early Tender Date or Expiration Date, as applicable, Notes validly tendered up to the Maximum Tender Amount with reference to the respective Acceptance Priority Levels, subject to proration, as applicable. Payments for the Notes accepted for purchase will be made on the Early Payment Date or Final Payment Date, as applicable, by the deposit of immediately available funds by the Company with the relevant Clearing System. Any Notes validly tendered and accepted for purchase pursuant to an Offer will be cancelled. See Acceptance for Purchase and Payment. Certain U.S. Federal Income Tax Considerations Dealer Managers Information and Tender Agent For a discussion of certain U.S. federal income tax considerations of the Offers, see Certain U.S. Federal Income Tax Considerations. Morgan Stanley & Co. LLC and UBS Securities LLC are the Lead Dealer Managers for the Offers. The address and telephone number of Morgan Stanley & Co. LLC and UBS Securities LLC are listed on the back cover page of this Offer to Purchase. BBVA Securities Inc. and HSBC Securities (USA) Inc. are the Co-Dealer Managers for the Offers. D.F. King & Co., Inc. is the Information and Tender Agent for the Offers. The address and telephone number of D.F. King & Co., Inc. are listed on the back cover page of this Offer to Purchase. 7

16 FORWARD-LOOKING STATEMENTS Some statements and disclosures in this Offer to Purchase (including the information incorporated by reference) 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. Such forward looking statements should therefore be construed in light of such factors. The risks discussed above are not exhaustive, and additional factors could adversely affect Glencore s business and financial performance, including factors and risks included in other sections of this Offer to Purchase and the other documents that are incorporated by reference into these documents. Moreover, because Glencore operates in a very competitive and rapidly changing environment, new risk factors are likely to emerge from time to time. 8

17 General THE OFFERS Upon the terms and subject to the conditions of the Offers (including, if the Offers are amended or extended, the terms and conditions of any amendment or extension), the Company is offering to purchase for cash Notes of the applicable series that are validly tendered that will result in the purchase of an aggregate principal amount up to the Maximum Tender Amount. For information with regard to possible proration with respect to the Notes, see Acceptance Priority Levels; Proration. The Company s obligation to accept for purchase, and to pay for, any Notes validly tendered pursuant to an Offer is subject to the satisfaction of the Conditions described in this Offer to Purchase. Upon the terms and subject to the satisfaction or waiver of all conditions set forth herein, the Company will accept for purchase on the Early Payment Date or the Final Payment Date, as applicable, Notes of the applicable series validly tendered and not validly withdrawn at or prior to the Early Tender Date, subject to proration, as applicable. Tenders of each series of Notes will only be accepted in Authorized Denominations. The Payment Date in respect of any Notes that are validly tendered in the Offers at or prior to the Early Tender Date and that are accepted for purchase is expected to be on or about December 16, 2016 (the Early Payment Date ). The Payment Date in respect of any Notes that are validly tendered in the Offers after the Early Tender Date, but at or prior to the Expiration Date and that are accepted for purchase is expected to be on or about January 3, 2017 (the Final Payment Date ). The Early Payment Date and the Final Payment Date are referred together herein as the Payment Dates or each a Payment Date. Payment of the Notes will be made by the deposit of immediately available funds by the Company with the relevant Clearing System promptly after the Early Tender Date or Expiration Date, as applicable. See Acceptance for Purchase and Payment. Early Tender Date; Expiration Date; Extension; Amendment; Termination Holders of Notes that are validly tendered at or prior to the Early Tender Date and not validly withdrawn at or prior to the Withdrawal Deadline and that are accepted for purchase will receive the applicable Total Offer Consideration. Holders of Notes that are validly tendered after the Early Tender Date, but at or prior to the Expiration Date and that are accepted for purchase will receive the applicable Base Offer Consideration. The Base Offer Consideration for each series of Notes is the applicable Total Offer Consideration minus the applicable Early Tender Premium. Holders of Notes that are validly tendered and accepted for purchase will also receive the Accrued Interest on the Notes accepted for purchase. The term Early Tender Date with respect to an Offer shall mean 5:00 p.m., New York City time, on December 14, 2016, unless and until the Company shall, in its sole discretion, have extended this period with respect to that Offer, in which event the term Early Tender Date shall mean the new time and date as determined by the Company. The term Expiration Date with respect to an Offer shall mean 11:59 p.m., New York City time, on December 29, 2016, unless and until the Company shall, in its sole discretion, have extended this period with respect to that Offer, in which event the term Expiration Date shall mean the new time and date as determined by the Company. The Company may extend the Early Tender Date or the Expiration Date with respect to any Offer for any purpose, including, without limitation, to permit the satisfaction or waiver of all conditions to such Offer. In the case of an extension of the Expiration Date, the Company will notify the Clearing Systems and make a public announcement of that extension not later than 9:00 a.m., New York City time, on the next business day after the last previously scheduled or announced Expiration Date. In the case of an extension of the Early 9

18 Tender Date, the Company will notify the Clearing Systems and make a public announcement of that extension as promptly as practicable after the last previously scheduled or announced Early Tender Date. The Company expressly reserves the right, in its sole discretion, subject to applicable law, to (i) terminate an Offer and not accept for purchase any Notes not theretofore accepted for purchase, (ii) waive any or all of the conditions of any Offer prior to the date of acceptance for purchase of Notes in that Offer, (iii) extend the Early Tender Date or the Expiration Date, in each case, without extending the Withdrawal Deadline (unless otherwise required by law), (iv) increase or decrease the Maximum Tender Amount or (v) amend the terms of any Offer. Any termination or amendment will be followed as promptly as practicable by a public announcement thereof. Without limiting the manner in which the Company may choose to make such announcement, the Company shall not, unless required by law, have any obligation to publish, advertise or otherwise communicate any such announcement other than by issuing a press release. If the Company extends an Offer, or if the Company is delayed in its acceptance for purchase of, or purchase of, Notes or is unable to accept for purchase or to pay for such Notes pursuant to an Offer for any reason, then, upon extension of such Offer without prejudice to the Company s rights under such Offer, the Information and Tender Agent may retain tendered Notes on behalf of the Company. However, the ability of the Company to delay the payment for Notes that the Company has accepted for purchase is limited by Rule 14e-1(c) under the Exchange Act, which requires that an offeror pay the consideration offered or return the securities deposited by or on behalf of Holders promptly after the termination or withdrawal of a tender offer. If the Company makes a material change in the terms of an Offer or the information concerning an Offer, the Company will disseminate additional offering materials and extend such Offer to the extent required by law. Consideration Holders of the Notes that have been validly tendered and not validly withdrawn at or prior to the Early Tender Date and accepted for purchase will receive, in respect of each series of Notes, the applicable Total Offer Consideration, which consists of the applicable Base Offer Consideration plus the applicable Early Tender Premium, together with any Accrued Interest. Holders of the Notes tendered after the Early Tender Date, but at or prior to the Expiration Date and accepted for purchase will receive the applicable Base Offer Consideration together with any Accrued Interest, but not the Early Tender Premium. Floating Rate Base Offer Consideration; Floating Rate Total Offer Consideration Holders of the Floating Rate Notes that have been validly tendered and not validly withdrawn at or prior to the Early Tender Date and accepted for purchase pursuant to the Offers will receive the Floating Rate Total Offer Consideration of U.S.$1,010.00, together with any Accrued Interest. Holders of the Floating Rate Notes that are validly tendered after the Early Tender Date, but at or prior to the Expiration Date and accepted for purchase pursuant to the Offers will receive the Floating Rate Base Offer Consideration equal to (i) the Floating Rate Total Offer Consideration, minus (ii) the Early Tender Premium, together with any Accrued Interest. Fixed Rate Base Offer Consideration; Fixed Rate Total Offer Consideration The Fixed Rate Total Offer Consideration for the Fixed Rate Notes purchased pursuant to the Offers will be calculated, as described in Appendix I hereto, so as to result in a price as of the Early Payment that equates to a yield to the applicable maturity date of the Fixed Rate Notes equal to the sum of: (a) the yield to maturity, calculated by the Lead Dealer Managers in accordance with standard market practice, corresponding to the bid-side price of the applicable Reference Treasury Security specified on the cover page of this Offer to Purchase (the Reference Treasury Security ), (the Reference Yield ) on the Fixed Rate Price Determination Date; plus 10

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