28APR201122294087

This document comprises a Prospectus relating to Glencore International plc (the ‘‘Company’’) and has been prepared in accordance with

the Prospectus Rules of the Financial Services Authority (the ‘‘FSA’’) made under Section 73A of the Financial Services and Markets Act

2000 (as amended) (the ‘‘FSMA’’), has been filed with the FSA and has been made available to the public as required by the Prospectus

Rules.

Application has been made to the FSA for all of the Ordinary Shares, issued and to be issued in connection with the Global Offer, to be

admitted to the premium listing segment of the Official List of the FSA (the ‘‘Official List’’) and to the London Stock Exchange plc (the

‘‘London Stock Exchange’’) and for such Ordinary Shares to be admitted to trading on the London Stock Exchange’s main market for listed

securities (together ‘‘UK Admission’’). UK Admission constitutes admission to trading on a regulated market. Application has also been

made to the Listing Committee of the Hong Kong Stock Exchange for listing of, and permission to deal in, all of the Ordinary Shares on the

Main Board of the Hong Kong Stock Exchange (‘‘HK Admission’’). In the Global Offer, up to 988,973,234 new Ordinary Shares are being

made available by the Company and up to 261,026,766 Ordinary Shares are being made available by the Selling Shareholder. Conditional

dealings in the Ordinary Shares on a ‘‘when issued’’ basis are expected to commence on the London Stock Exchange on 19 May 2011. It is

expected that UK Admission will become effective, and that unconditional dealings will commence in the Ordinary Shares on the London

Stock Exchange, at 8.00 a.m. (London time) on 24 May 2011.

All dealings in the Ordinary Shares prior to the commencement of

unconditional dealings on the London Stock Exchange will be of no effect if UK Admission does not take place and such dealings will be at the

sole risk of the parties concerned. It is expected that HK Admission will become effective on 25 May 2011 and that unconditional dealings will

commence in the Ordinary Shares on the Main Board of the Hong Kong Stock Exchange at 9.00 a.m. (Hong Kong time) on 25 May 2011. The

new Ordinary Shares issued by the Company will rank

pari passu

in all respects with the existing Ordinary Shares.

The Company and its Directors (whose names appear on page 30 of this Prospectus) accept responsibility for the information contained in

this Prospectus. To the best of the knowledge and belief of the Company and the Directors (who have taken all reasonable care to ensure

that such is the case), the information contained in this Prospectus is in accordance with the facts and contains no omission likely to affect

the import of such information.

Prospective investors should read the whole of this Prospectus, including the discussions of certain risk and other factors that should be

considered in connection with an investment in the Ordinary Shares, see ‘‘Risk Factors’’.

GLENCORE INTERNATIONAL PLC

(incorporated in Jersey under the Companies (Jersey) Law 1991 with registered number 107710)

Prospectus

Global Offer of up to 1,250,000,000 Ordinary Shares at a price

expected to be between 480 pence and 580 pence per Ordinary Share

Admission to the Premium Listing segment of the

Official List and to trading on the London Stock Exchange

and Secondary Listing on the Hong Kong Stock Exchange

Citi

Credit Suisse

Morgan Stanley

Joint Global Co-ordinator

Joint Global Co-ordinator

Joint Global Co-ordinator

Joint Bookrunner

Joint Bookrunner

Joint Bookrunner

Joint Sponsor

Joint Sponsor

Joint Bookrunners

BofA Merrill Lynch

BNP PARIBAS

Co-Bookrunners

Barclays Capital

Soci´

et´

e G´

en´

erale

UBS Investment Bank

Joint Lead Managers

Cr´

edit Agricole CIB

HSBC

ING

Co-Lead Managers

ABN AMRO

Banco Santander

DBS

Liberum Capital

Natixis

The Royal Bank

of Scotland

Co-Managers

BOC International

COMMERZBANK

Mizuho International plc

Rabobank

Sberbank

Standard

International

of Russia

Chartered

Ordinary Share capital immediately following Admission

(assuming the Offer Price is set at the mid-point of the Offer Price Range and no exercise of the Over-Allotment Option)

Authorised

Issued and fully paid

Number

Amount

Number

Amount

50,000,000,000

U.S.$500,000,000

6,893,292,886

US$68,932,928.86

Ordinary Shares of U.S.$0.01 each