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Expert Corporate Governance Service (ECGS)
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Glencore - AGM 09 May 2019

Item 11: Approve the Remuneration Report

The structure is acceptable as severance agreements and pension contributions meet our guidelines.  Variable remuneration serves to motivate executives and align their interests with the company's long term performance, but the Company does not have any incentive plans in place.  However, Ivan Glasenberg, the CEO and sole executive director, is Glencore's second largest shareholder (8.69% of share capital).  His shareholding serves to align his interests with the long-term interest of shareholders. Accordingly, we recommend that shareholders approve this resolution.

 Item 17:  Authorise share buybacks

In July 2018, the Company started a $1 billion buy-back programme, which was extended by a further $1 billion in September 2018. Under the programme, the Company purchased 422,113,105 of its own ordinary shares in 2018, and an additional 83,900,992 shares between 1 January 2019 and 26 February 2019. In February 2019, Glencore announced a new $2 billion share buy-back programme that will run until 31 December 2019. However, we have no concerns over the authority proposed and recommend support.

Underlying
Glencore

Glencore is engaged as a natural resource companies. Co. is organized and operates on a worldwide basis in three main business segments: Metals and minerals, which comprised of zinc, copper, lead, alumina, aluminium, ferroalloys, nickel, cobalt and iron ore; Energy products, which comprised of crude oil, oil products, steam coal and metallurgical coal; and Agricultural products, which comprised of wheat, corn, canola, barley, rice, oil seeds, meals, edible oils, biofuels, cotton and sugar supported by investments in storage, handling, processing and port facilities.

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