Possible Offer

Possible combination of some or all of the businesses of Glencore Plc (“Glencore”) and Rio Tinto Plc and Rio Tinto Limited (together, “Rio Tinto”), which could include an all-share merger between Glencore and Rio Tinto. It is expected that any merger transaction would be effected through the acquisition of Glencore by Rio Tinto (the “Possible Offer”)

ACCESS TO THIS SECTION OF THE WEBSITE (THE “MICROSITE”) MAY BE RESTRICTED UNDER APPLICABLE LAWS OR REGULATIONS IN CERTAIN JURISDICTIONS. THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT RESIDENT IN SUCH A JURISDICTION) BEFORE YOU MAY OBTAIN ACCESS TO THE MICROSITE. THE MATERIALS ON THE MICROSITE ARE NOT DIRECTED AT, AND ARE NOT INTENDED TO BE ACCESSIBLE BY, PERSONS RESIDENT IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH ANY CONSENT OR OTHER FORMALITY WHICH GLENCORE AND/OR THEIR AFFILIATES REGARDS AS UNDULY ONEROUS (A “RESTRICTED JURISDICTION”).

THIS MICROSITE CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION (TOGETHER, THE “INFORMATION”) PUBLISHED BY RIO TINTO AND/OR GLENCORE RELATING TO THE POSSIBLE OFFER IN COMPLIANCE WITH THE CITY CODE ON TAKEOVERS AND MERGERS (THE “CODE”). THE INFORMATION CONTAINED IN THE MICROSITE IS BEING MADE AVAILABLE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY, AND ITS AVAILABILITY IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.

Access to the Information

If you would like to review the Information contained in this Microsite, please read this notice carefully. This notice applies to all persons who view the Microsite and, depending upon who you are and where you are located, it may affect your rights or responsibilities. This notice and the information contained in it may be altered or updated from time to time and should be read in full carefully each time you visit this Microsite. In addition, the contents of the Microsite, and its availability to persons resident in certain jurisdictions, may be amended at any time, in whole or in part, at the sole discretion of Glencore.

Nothing on the Microsite, nor anything that can be downloaded from it, is intended to, and does not, constitute or form any part of an offer to sell or otherwise dispose of, or any invitation or solicitation of any offer to purchase or subscribe for, any securities in Glencore and/or Rio Tinto. Further, it does not constitute a recommendation by Glencore or any other party to sell or buy securities in Glencore and/or Rio Tinto. 

Although the announcement by Glencore in relation to the Possible Offer has put Glencore into what is known as an “offer period” under the Code, there can be no certainty that any person will proceed to make an offer for Glencore, or as to the terms of any such offer (if made). Any offer by Rio Tinto in connection with the Possible Offer would be made solely by means of an offer document or scheme document, which would contain the full terms and conditions of such Possible Offer, including details on how it may be accepted. Any decision made in relation to such Possible Offer should be made solely on the basis of the information provided in any such document.

Access to the Microsite

To allow you to view the Information, you must read this notice in its entirety and then click “CONFIRM”. If you are unable to confirm, you must click “DECLINE”.

Overseas Persons

Viewing the Information you are seeking to access may not be lawful in certain jurisdictions. In other jurisdictions, only certain categories of person may be allowed to view the Information. Any persons outside the United Kingdom who wish to view the Information must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so and should inform themselves about, and observe, any applicable legal or regulatory requirements applicable in their jurisdiction.

If you are not a resident of or located in a Restricted Jurisdiction, you may access any Information in relation to the Possible Offer, but you are responsible for first satisfying yourself as to the full observance of the laws and regulatory requirements of your jurisdiction. If you are not permitted to view, or are in any doubt as to whether you are permitted to view, any Information by virtue of applicable laws or regulatory requirements, please exit this Microsite and seek independent advice. 

Neither Glencore nor any of its advisers assumes any responsibility for any violation by any person of any of these restrictions.

YOU SHOULD NOT DOWNLOAD, MAIL, FORWARD, TRANSMIT, SHOW, DISTRIBUTE, SEND OR SHARE THE INFORMATION CONTAINED ON THIS MICROSITE, EITHER IN WHOLE OR IN PART, TO ANY PERSON. IN PARTICULAR, YOU SHOULD NOT MAIL, FORWARD, DISTRIBUTE OR SEND THE INFORMATION CONTAINED ON THIS MICROSITE, EITHER IN WHOLE OR IN PART, TO ANY RESTRICTED JURISDICTION.

Additional United States (“US”) information

The Possible Offer relates to the securities of a Jersey company and is subject to procedural and disclosure requirements that are different from those of the US. Any financial statements or other financial information included in this Microsite may have been prepared in accordance with non-US accounting standards that may not be comparable to the financial statements of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US. It may be difficult for US persons who are holders of shares to enforce their rights and any claims they may have arising under US federal securities laws in connection with the Possible Offer since Rio Tinto and Glencore are located in a country other than the US and some or all of their officers and directors may be residents of countries other than the US. US persons who are holders of shares may not be able to sue Rio Tinto and Glencore or their respective officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel Rio Tinto, Glencore and/or their respective affiliates to subject themselves to the jurisdiction or judgment of a US court.

Basis of access

The Information has been prepared for the purposes of complying with English and Welsh law and the Code, and the Information may not be the same as that which would have been disclosed if this information had been prepared in accordance with the laws and regulations of any jurisdiction outside of England and Wales.

The Information contained on this Microsite speaks only at the date of the relevant Information reproduced on this Microsite, and Glencore has, and accepts, no responsibility or duty to update any such Information and reserves the right to add to, remove or amend any Information reproduced on this Microsite at any time. In particular, and except as required by applicable regulations or by law, Glencore is not under any obligation, and Glencore and its affiliates expressly disclaim any intention, obligation or undertaking, to update or revise any forward-looking statements (as described below), whether as a result of new information, future events or otherwise. No Information on the Microsite shall, under any circumstances, create any implication that there has been no change in the business or affairs of Glencore or Rio Tinto since the date of its publication or that the information therein is correct as at any time subsequent to its date. 

Responsibility

In relation to any Information contained in the Microsite, the only responsibility accepted by the directors of Glencore is for the correctness and fairness of its reproduction or presentation unless a responsibility statement in any relevant document expressly provides otherwise. 

None of Glencore, its affiliated companies, nor its or their directors, have reviewed, and no such person is or shall be responsible for or accepts any liability in respect of, any Information contained on any other website that may be linked to or from this Microsite.

Forward-looking statements

Certain descriptions in documents contained in the Microsite may be oriented towards future events and therefore contain statements that are, or may be deemed to be, “forward-looking statements” which are prospective in nature. Such statements may include, without limitation, statements in respect of trends in commodity prices and currency exchange rates; demand for commodities; reserves and resources and production forecasts; expectations, plans, strategies and objectives of management; expectations regarding financial performance, results of operations and cash flows, climate scenarios; sustainability performance (including, without limitation, environmental, social and governance) related goals, ambitions, targets, intentions, visions, milestones and aspirations; approval of certain projects and consummation of certain transactions; closures or divestments of certain assets, operations or facilities (including, without limitation, associated costs); capital costs and scheduling; operating costs and supply of materials and skilled employees; financings; anticipated productive lives of projects, mines and facilities; provisions and contingent liabilities; and tax, legal and regulatory developments.

These forward-looking statements may be identified by the use of forward-looking terminology, or the negative thereof including, without limitation, “outlook”, “guidance”, “trend”, “plans”, “expects”, “continues”, “assumes”, “is subject to”, “budget”, “scheduled”, “estimates”, “aims”, “forecasts”, “risks”, “intends”, “positioned”, “predicts”, “projects”, “anticipates”, “believes”, or variations of such words or comparable terminology and phrases or statements that certain actions, events or results “may”, “could”, “should”, “shall”, “would”, “might” or “will” be taken, occur or be achieved. The matters disclosed in documents contained in the Microsite are a ‘point in time’ disclosure only as at the date when the relevant document was first published or made available. Forward-looking statements are not based on historical facts, but rather on predictions, expectations, beliefs, opinions, plans, objectives, goals, intentions and projections about future events, results of operations, prospects, financial conditions and discussions of strategy, and reflect judgments, assumptions, estimates and other information available as at the date on which they were made or the date of the corresponding planning or scenario analysis process.

By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to differ materially from any future event, results, performance, achievements or other outcomes expressed or implied by such forward-looking statements. Important factors that could impact these uncertainties include (without limitation) those disclosed in the risk management section of Glencore’s or Rio Tinto’s latest annual or half-yearly reports. These risks and uncertainties may materially affect the timing and feasibility of particular developments. Other factors which impact risks and uncertainties include, without limitation: the ability to produce and transport products profitably; demand for our products and commodity prices; development, efficacy and adoption of new or competing technologies; changing or divergent preferences of our stakeholders; changes to the assumptions regarding the recoverable value of our tangible and intangible assets; changes in environmental scenarios and related regulations, including, without limitation, transition risks and the evolution and development of the global transition to a low carbon economy; recovery rates and other operational capabilities; timing, quantum and nature of certain acquisitions and divestments; health, safety, environmental or social performance incidents; labour shortages or workforce disruptions; natural catastrophes or adverse geological conditions, including, without limitation, the physical risks associated with climate change; effects of global pandemics and outbreaks of infectious disease; the outcome of litigation or enforcement or regulatory proceedings; the effect of foreign currency exchange rates on market prices and operating costs; actions by governmental authorities, such as changes in taxation or regulation or changes in the decarbonisation policies and plans of other countries; changes in economic and financial market conditions generally or in various counties or regions; political or geopolitical uncertainty; and wars, political or civil unrest, acts of terrorism, cyber-attacks or sabotage.

Persons accessing the Microsite should review and consider these risks and uncertainties when considering the information contained in any document on the Microsite (as well as any other risks identified in such document). Persons accessing the Microsite should also note that the high degree of uncertainty around the nature, timing and magnitude of climate-related risks, and the uncertainty as to how the energy transition will evolve, makes it difficult to determine all potential risks and opportunities and disclose these and any potential impacts with precision. Neither Glencore nor any of its affiliates, associates, employees, directors, officers or advisers, provides any representation, warranty, assurance or guarantee as to the accuracy, completeness or correctness, likelihood of achievement or reasonableness of any forward-looking information contained in any document on the Microsite or that the events, results, performance, achievements or other outcomes expressed or implied in any forward-looking statements any document on the Microsite will actually occur. Glencore cautions readers against reliance on any forward-looking statements contained in any document on the Microsite, particularly in light of the inherent uncertainty in possible policy, market and technological developments in the future.

Unless expressly stated, no statement in any document on the Microsite is intended as any kind of forecast (including, without limitation, a profit forecast or a profit estimate), guarantee or prediction of future events or performance and past performance cannot be relied on as a guide to future performance.

Other

If you are in any doubt about the contents of the Microsite or the action you should take, you should seek your own financial advice from an independent financial adviser authorised under the Financial Services and Markets Act 2000 or, if you are located outside the United Kingdom, from an appropriately authorised independent financial adviser.

Acceptance of Disclaimer

You may only access the Microsite if you are able to provide the below confirmations. If you are resident or located in any Restricted Jurisdiction, you must click on the relevant box below to exit the Microsite.

This notice shall be governed by, and interpreted in accordance with, English law. 

Confirmation of understanding and acceptance of disclaimer

To view the Information on the Microsite, please click on the “CONFIRM” box below. By clicking on the “CONFIRM” box below, you are making the following confirmations:

i.    I have read and understood the notice set out above and agree to be bound by its terms.

ii.    I certify that I am a resident of or located in the United Kingdom or another jurisdiction into which the distribution of the Information on the Microsite does not constitute a violation of the relevant laws of such jurisdiction, and I am not acting on behalf of someone who is resident or located in a Restricted Jurisdiction.

iii.    I agree that I will not copy, forward, transfer or distribute (by any means, including by electronic transmission) any documents included in the Microsite either in whole or in part to any person in any jurisdiction where such distribution may be restricted by applicable law or regulation.

iv.    I represent and warrant to Glencore that I intend to access this Microsite for information purposes only, that I have read and understood the notice set out above and that I understand that it may affect my rights or responsibilities.
If you are not able to give these confirmations (as applicable), we cannot provide you with the Information on the Microsite and you should click on the “DECLINE” box below.