Privileged and confidential WORKING DRAFT: 13 November 2014 Glencore Australian Group Simplification Legal Steps Plan Contents Part 13 – REMOVED 71 72 Part A – Definitions, Advisors and General notes 2 Part 0 – Preliminary steps (incorporation, New Parent Co Board meeting) 10 Part 14 – Use of surplus funds in Chile for Glencore Queensland; Glencore Queensland consolidated group Part 1 – Repayment of Las Bambas loans 12 Part 15 – REMOVED 106 Part 2 – Disposal of Las Bambas 12 Part 16 – Repayment of debt by Glencore Queensland 107 Part 17 – REMOVED 109 Part 18 – Repayment of debt by GHP 110 Part 19 – Remaining GHP MRPS 111 Part 20 – Acquisition of UK Finco 112 Part 21 – Funding GOH’s acquisition of NSW Coal 116 Part 22 – Transfer of NSW Coal to GOH 118 Part 22A – Deeds of Cross Guarantee 125 Part 23 – Dividend reinvestment by Glencore Investment Antamina Limited 128 Part 24 – Transfer of GSAL to XT co subsidiary 131 Part 25 – Transfer of GAIH to GOH 135 Part 3 – Capitalisation of preference shares, certain Viterra Australia and Nova Scotia transfers and Australian nickel debt 13 Part 4 – Simplifying the ownership of GHP’s foreign assets 22 Part 5 – Simplifying the ownership of Glencore Queensland’s foreign assets 30 Part 6 – Simplifying the ownership of Glencore Queensland’s Australian assets 36 Part 7 – REMOVED 46 Part 8 – Transfer of GHP to a new parent company 47 Part 9 – Replacement of board of GHP and New Parent Co; MEC group elections 57 Part 26 – Refinance New Parent Co (if desired) 137 Part 10 – Refinancing GHP’s debt 59 Part 27 – Further steps for Glencore to consider 139 Part 11 – REMOVED 71 Other KWM documents 141 Part 12 – REMOVED 71 KWM note: Part and Step numbers used in this legal steps plan reflect those in the 18 September 2014 PWC steps paper (as updated at 13 November 2014).  King & Wood Mallesons 12002865_8 Legal Steps Plan 17 November 2014 1 Glencore Entities Part A De?nitions, Advisors and General notes Defined Term Full Name ACN 137 191 023 ACN 137 191 023 Pty (ACN 137 191 023) Alberta Co 1184760 Alberta Canada ALP [Australian Limited Partnership] Amshell Amshell Pty. Limited (ACN 084 261 174) Asturiana Asturiana De Zinc Spain AZSA Holdings AZSA Holdings Pty Limited (ACN 082 714 770) Badgelot Badgelot Pty. Limited (ACN 076 582 904) Bowen Coke Bowen Coke Pty. Ltd. (ACN 010 856 078) Cadelan Cadelan Pty. Limited (ACN 084 303 220) Chile Holdco Glencore Inversiones Chile SPA Chile Copper NT Copper NT Pty (ACN 126 507 113) Copper Re?neries Copper Re?neries Pty. Ltd. (ACN 009 676 975) Copper SA Copper SA Pty (ACN 126 507 104) Cuprum Cuprum Pty (ACN 126 507 168) King Wood Mallesons 12002865_8 Legal Steps Plan 17 November 2014 Defined Term Full Name Cyprium Cyprium Pty (ACN 126 507 177) Ernest Henry Mining Ernest Henry Mining Pty (ACN 008 495 574) GAFP [Glencore Australia Finance Partnership, in its capacity as general partner of the GAH Glencore Australia Holdings Pty Limited (ACN 160 626 102) (formerly Glencore Australia Finance Holdings Pty Ltd) GAIH Glencore Australia Investment Holdings Pty (ACN 154 042 636) GCQ Glencore Coal Queensland Pty Limited (ACN 098 156 702) GCSAL Glencore Coal South America Ltd. Bermuda GFD Glencore Finance (Dubai) Limited Dubai lntemational Financial Centre GGFL Glencore Group Funding Limited Dubai lntemational Financial Centre GHP GHP 104 160 689 Pty (ACN 104 160 689) (formerly Xstrata Holdings Pty Ltd) Glencore International AG Switzerland [Glencore Investment [Netherlands] GIPL Glencore Investment Pty Limited (ACN 076 513 034) Glencobar AG Glencobar AG Switzerland Glencopper NSW Glencopper NSW Pty (ACN 126 507 131) Glencopper NT Glencopper NT Pty (ACN 126 507 202) King Wood Mallesons Legal Steps Plan 12002865_8 17 November 2014 Defined Term Full Name Glencopper SA Glencopper SA Pty (ACN 126 507 195) Glencore Glencore Jersey Glencore Australia Glencore Australia Pty Limited (ACN 005 592 834) Glencore Cerrejon Glencore Cerrejon Ltd. Bermuda Glencore Coal Canada [Glencore Coal Canada Limited] Canada1 Glencore Grain Glencore Grain Pty Limited (ACN 106 378 885) Glencore Grain UK [Glencore Grain UK Limited] Glencore Finance Glencore Finance Pty Limited (ACN 104 160 714) (formerly Xstrata Finance Pty Ltd) Glencore Finance Bermuda Glencore Finance (Bermuda) Ltd. Bermuda Glencore Holdings (Bermuda) [Glencore Holdings (Bermuda) Ltd.] [Bermuda] Glencore Investment [Glencore Investment Switzerland Glencore Investment Antamina [Glencore Investment Antamina [Bermuda/Peru] Glencore Land Glencore Land (Australia) Pty (ACN 113 150 020) Glencore Nickel Glencore Nickel Holdings Pty Limited (ACN 080 453 498) Glencore Queensland Glencore Queensland Limited (ACN 009 814 019) (formerly Xstrata Queensland Limited) 1 KWM note: not included in current steps plan. King Wood Mallesons 12002865_8 Legal Steps Plan 17 November 2014 Defined Term Full Name Glenmurrin Glenmurrin Pty Limited (ACN 076 684 396) Glideco Glideco Pty. Limited (ACN 081 732 318) GOH GOH 128 115 140 Pty Limited (ACN 128 115140) GSAG Glencore (Schweiz) AG Switzerland GSAL Glencore South America Limited Cayman Islands GSAL Subsidiary Glencore SA Holdings Bermuda MIM Resource Development MIM Resource Development Pty Limited (ACN 009 681 118) (formerly Xstrata Copper Exploration Pty Ltd) Minara Resources Minara Resources Pty (ACN 060 370 783) Minera Alumbera Minera Alumbera Antigua and Barbuda Mount Isa Mines Mount Isa Mines Limited (ACN 009 661 447) Mount Isa Paci?c Mount Isa Paci?c Pty. Ltd. (ACN 010 121 561) New Aus Co Glencore lnvestrnents Australia II Ltd. Bermuda [Note: Glencore has confirmed that authorised share capital is New Parent Co Glencore International Investments Bermuda North Queensland Stevedoring North Queensland Stevedoring Pty. Ltd. (ACN 009 725 811) Nova Scotia Holdco 88578006 Canada Inc Canada NSW Base Metals NSW Base Metals Pty (ACN 126 507 140) King Wood Mallesons 12002865_8 Legal Steps Plan 17 November 2014 Defined Term Full Name Perly Perly Limited [Bermuda] Renaisco Renaisco Netherlands Singpac Singpac Investment Holdings Pte. Singapore Swap Co ACN 130 335 894 Pty Limited (formerly Xstrata Australia Pty Limited) UK Finco [Glencore Grain Finance Bermuda Limited Bermuda] UK Newco Ronlis Limited Bermuda Viterra Australia Viterra Australia Pty (ACN 137 192 753) XMAN Services XMAN Services Pty (ACN 120 791 933) Xstrata Nickel Australia Xstrata Nickel Australia Pty Limited (ACN 128 138 081) Xstrata Nickel Australasia Xstrata Nickel Australasia Pty Limited (ACN 009 219 809) Xstrata PNG Exploration Xstrata PNG Exploration Papua New Guinea Xstrata Technology Xstrata Technology Pty (ACN 118 727 870) (now called Glencore Technology Pty Limited) XT Co XT Co Pty Limited (ACN 107 568 829) Advisors King Wood Mallesons 12002865_8 Legal Steps Plan 17 November 2014 De?ned Term Full Name Allen and Gledhill, Singaporean counsel to Glencore Appleby Appleby Co, Bermudan and Cayman Islands counsel to Glencore2 Tammy Richardson-Augustus TRichardson@applebyglobal.com Sarah Demerling SDemerling@applebyglobal.com McCarthy Tetrault McCarthy Tetrault, Canadian counsel to Glencore Adam Taylor Email: atavlor@mccarthv.ca Deloitte Deloitte, transfer pricing advisers to Glencore Garrigues Garrigues, Spanish counsel to Glencore Marcos Araujo Boyd maroos.araujo@garrigues.com KWM King Wood Mallesons, Australian counsel to Glencore LL (Dubai) Linklaters LLP, Dubai counsel to Glencore (contact via UK counsel) LL (Netherlands) Linklaters LLP, Dutch counsel to Glencore (contact via UK counsel) LL (UK) Linklaters LLP, UK counsel to Glencore Tracey Lochhead Phone: +442074562165 Email: tracey.lochhead@linklaters.com Copy: kay.moon@linklaters.com nick.reid@linklaters.com Pestalozzi Pestalozzi Attorneys at Law Ltd., Swiss counsel to Glencore 2 KWM note: Glencore to con?rm split between Appleby and Glencore's Hinks who will perform Bermudan company secretarial duties. King Wood Mallesons 1 2002865_8 Legal Steps Plan 17 November 2014 De?ned Term Full Name Moritz Maurer, LL.M. Phone: +41 44 217 91 11, Phone direct: +41 44 217 92 85, Mobile: +41 79 771 04 85, Fax: +41 44 217 92 17 E-Mail: Additionally please copy Peter Pestalozzi, PWC PricewaterhouseCoopers, Australian tax (including stamp duty) advisers to Glencore I. .l Glencore to con?rm whether resolutions are to be passed by circulating resolution or meetings (consider quorum requirements) 0 A Meguid to con?rm which documents need to be prepared and/or signed in foreign jurisdictions. Glencore to con?rm whether distributions to be effected by dividend or return of capital or combination of both 0 Glencore to con?rm interest rate on loans General assumptions (as instructed by A Luckie) 0 Where shares are to be issued, ordinary shares are to be issued, unless otherwise speci?ed. 0 Where funds are to be released, it may be effected by a combination of dividend/return of capital and resolutions are to be drafted on that basis. 0 Any consideration to be split between classes of shares, or multiple companies, is to be split ?pro rata". 0 Use payment directions wherever possible. 0 KWM to prepare form 4845 which Karen Adie will input electronically 0 Each director of the relevant company, Nick Talintyre and Nicholas Pappas will be appointed attorney to sign all documents. Foreign jurisdictions will have their own form of POA. KWM template POA for Glencore restructure: Doc ID 12034444 (KWM contains draft minutes). 0 Each shareholder is the legal and bene?cial owner of the shares, unless Glencore/PWC has indicated otherwise. 0 All Australian entities have registered of?ce at Gateway unless Glencore has stated otherwise in the company details sheet. 0 All loans to have fixed maturity date of 30 June 2015. All shares to be issued are for USD functional currency. 0 Interest Rate (subject to Glencore?s con?rmation): King Wood Mallesons Legal Steps Plan 8 12002865_8 17 November 2014  Interest Rate means LIBOR plus 1.90.5% per annum.  LIBOR means the ICE Benchmark Administration Limited Interest Settlement Rate for US dollars for the offering of deposits for a period of 6 months for the first day of the calendar month in which the relevant day occurs as displayed on the appropriate page of the Bloomberg screen, or if that rate is not available for any reason, the rate determined by the Lender in good faith, acting reasonably, as of 10.00am on the relevant day. Board memorandums  GHP, XT Co, Glencore Queensland and GOH at 31 October 2014 - 12130278  King & Wood Mallesons 12002865_8 Legal Steps Plan 17 November 2014 9 Part 0 Preliminary steps (incorporation, New Parent Co Board meeting) Step Description Responsible Document ID Comments 0.1 Incorporation of New Parent Co 1 Glencore Done pre-31 October 2014 corporate/ Applebys 0.2 Incorporation of UK Newco 2 Glencore Done pre-31 October 2014 corporate/ Applebys 0.3 Incorporation of GSAL Subsidiary 3 Glencore Done pre-31 October 2014 corporate/ Applebys 0.4 Incorporation of New Aus Co 4 Glencore Done pre-31 October 2014 corporate/ Applebys 0.5 New Parent Co Board meeting 5 Notice of meeting, including Board pack KWM MC to 12134193 Done 7 November 2014 prepare base; Glencore corporate and Scott to insert details 6 Draft minutes of meeting (in-principle approval of KWM - MC to 12134193 simpli?cation of Glencore?s Australian group) prepare base; Glencore corporate and Scott to insert details King Wood Mallesons Legal Steps Plan 10 12002865_8 17 November 2014 Step Description Responsible Document ID Comments New Parent Co Board Memorandum KWM - MC 12140656 New Parent Co POA Appleby 12141217 King Wood Mallesons Legal Steps Plan 12002865_8 17 November 2014 11 Part 1 Repayment of Las Bambas loans Step Description Responsible Document ID Comments 1.1 The purchaser (MMG and its partners) lends funds to Las Bambas to allow it to repay its debts owing to XCNISA and NAL 1.2 Las Bambas uses the funds received from the purchaser to repay loans to NAL and XCNISA 1.3 NAL uses [$850m] of the funds received from Las Bambas? loan repayment to [make a temporary loan] to GIAG. The loan should be denominated in USD 1.4 NAL loans the balance of the funds received from Las Bambas ($100m) to Tintaya 1.5 XCNISA uses the funds received from Las Bambas? loan repayment to repay loans owing to Glencore?s Chilean operating entities 1.6 Glencore?s Chilean operating entities lend the funds received from XCNISA to their common parent (Chile Holdco) 1.7 Chile Holdco temporarily lends the funds to GIAG These steps occurred on [31 July 2014] no further action required. Part 2 Disposal of Las Bambas Step Description Responsible Document ID Comments 2.1 GSAL disposes of Xstrata Peru (which holds Las Bambas) for for cash consideration paid directly to GIAG (net of Peruvian tax) 2.2 GSAL temporarily lends the funds to GIAG. [See steps paper for results of these steps, together with steps These steps occurred on [31 July 2014] no further action required. King Wood Mallesons Legal Steps Plan 12 12002865_8 17 November 2014 Part 3 Capitalisation of preference shares, certain Viterra Australia and Nova Scotia transfers and Australian nickel debt Part 3.1: Capitalisation of preference shares Step Description Responsible Document ID Comments Capitalisation of Alberta Co preference shares 3.1.1 Alberta Co gives written notice to GHP stating that it will redeem all of the MRPS held by GHP 3.1.2 Alberta Co and GHP agree to convert the preference shares issued by Alberta Co into ordinary shares These steps occurred on [date] no further action required. Capitalisation of GSAL preference shares 3.1.3 GSAL gives written notice to Glencore Queensland stating that it will redeem all of the MRPS held by Glencore Queensland 3.1.4 GSAL cancels or redeems all of the preference shares it has issued (ie the $2.1b of MRPS held by Glencore Queensland). In exchange for cancelling or redeeming the preference shares, GSAL issues new Class ordinary shares to Glencore Queensland (being the holder of the former preference shares). These steps occurred on [date] no further action required. Capitalisation of UK Finco preference shares 3.1.5 UK Finco gives written notice to GAFP stating that it will redeem all of the MRPS (ie. both the USD and CAD MRPS) held by GAFP. 3.1.6 UK Finco cancels or redeems all of the preference shares it has issued (ie the $2.2b MRPS held by GAFP). In exchange for cancelling or redeeming the preference shares, UK Finco issues new ordinary shares to GAFP. These steps occurred on [date] no further action required. Capitalisation of GCSAL preference shares 3.1.7 GCSAL gives written notice to GHP stating that it will redeem all of the MRPS held by GHP. 3.1.8 GCSAL cancels or redeems all of the preference shares it has issued (ie the $1.7b MRPS held by GHP). In exchange for cancelling or redeeming the preference shares, GCSAL issues new ordinary shares to GHP. These steps occurred on [date] no further action required. King Wood Mallesons Legal Steps Plan 13 12002865_8 17 November 2014 Step Description Responsible Document ID Comments Capitalisation of Minera Alumbrera preference shares 3.1.9 Minera Alumbrera gives written notice to [Mount Isa Mines] stating that it will redeem all of the MRPS held by [Mount Isa Mines]. 3.1.10 Minera Alumbrera cancels or redeems all of the preference shares it has issued (ie the $160m MRPS held by [Mount Isa Mines]). In exchange for cancelling or redeeming the preference shares, Minera Alumbrera issues new ordinary shares to [Mount Isa Mines]. These steps have been removed - no further action required. Capitalisation of preference shares held by the NSW Coal group 3.1.11 Glencore Coal Canada gives written notice written notice to Holdings] stating that it will redeem all of the MRPS held by Holdings]. 3.1.12 Glencore Coal Canada cancels or redeems all of the preference shares it has issued (ie the [$200m] MRPS held by Holdingsl). In exchange for cancelling or redeeming the preference shares, Glencore Coal Canada issues new ordinary shares to Holdings]. These steps occurred on [date] - no further action required. King 8. Wood Mallesons Legal Steps Plan 14 12002865_8 17 November 2014 Part 3.1A: Transfer of Viterra Australian entities and Nova Scotia Holdco preference shares Step Description Redenomination of Nova Scotia Holdco MRPS to AUD Responsible Document ID [30 November 2014] Comments 3.1.12 The terms of the Nova Scotia Holdco preference shares are amended, such that the preference shares are denominated in AUD (instead of USD) This step occurred on [date] - no further action required. [Note: Glencore to confirm this step is complete] Transfer of Viterra?s Australian entities to GAIH 3.1.13 ACN 137191 023 transfers [Viterra Australia] to GAIH. GAIH issues a promissory note to ACN 137 191 023 as consideration. This step has not yet occurred. note: Glencore still to confirm timing no documents are to be prepared at this stage] Resolutions 1 Resolution of the board of directors of ACN 137 191 023 authorising: the execution of the Share Sale Agreement; and the transfer of shares in Viterra Australia to GAIH in consideration for the Note to be issued by GAIH. KWM-AM 12027140 comment on step 3.1.13: steps for repaying the promissory note to be confirmed. Note from a Canadian perspective it must be repaid within 2 years. Glencore comment: the order for this step is not relevant but is likely to occur 30 November 2014. Transfer consideration to re?ect Everest values. KWM note: Glencore has con?rmed that this step requires a transfer of the shares in Viterra Australia only. KWM note: Glencore to con?rm whether transfer to be based on approximate value (where actual value will be that value or greater). Then, additional P-Note issued in respect of adjustment amount? King 8. Wood Mallesons 12002865_8 Legal Steps Plan 17 November 2014 15 Step Description Responsible Document ID Comments 2 Resolution of the board of directors of GAIH authorising: KWM AM 12029345 0 the execution of the Share Sale Agreement; 0 the acquisition of the shares in Viterra Australia; and the execution and delivery of the Note. 3 Resolution of the board of directors of Viterra Australia KWM AM 12029392 resolving to register the transfer of shares from ACN 137 191 023 to GAIH and issue new share certi?cate. Transaction Documents 4 Share Sale Agreement between ACN 137 191 023 and KWM AM 12029416 GAIH providing for the transfer of Viterra Australia shares from ACN 137 191 023 to GAIH for Note consideration. 5 Promissory Note issued by GAIH KWM AM 12029570 Note: KWM to prepare based on previous examples and send to Glencore/PWC to review. Company secretarial 6 Share Transfer form executed 12029605 favor of GAIH for the shares in Viterra Australia New Share certi?cate of Viterra Australia issued to GAIH KWM AM 12029627 Updated register of members of Viterra Australia re?ecting Glencore shareholding of GAIH corporate 9 ASIC Form 484 - Change to company details for Viterra KWM AM 12032817 Australia re?ecting share transfer 10 Delivery of Note by GAIH to ACN 137 191 023 Glencore corporate Stamp duty lodgments 11 [Share sale agreement and share transfer form(s) to be Glencore/PWC KWM note: We understand stamp duty CRE is lodged with evidence of pre-transaction CRE in pending. Glencore/PWC to con?rm stamp duty requirements, depending on state of incorporation of Viterra Australia and where Viterra Australia's landholdings are located. King Wood Mallesons 12002865_8 Legal Steps Plan 17 November 2014 16 Step Description Transfer of Nova Scotia Holdco preference shares Responsible Document ID Comments [3.1.14 New Parent Co raises $1.4b of [equity] funding.] This step has not yet occurred. note: Glencore still to confirm timing - no documents are to be prepared at this stage] Resolutions 1 Resolution of board of directors of authorising the KW AM (LL Glencore comment: this step must follow step application for ordinary shares in New Parent Co for (Dubai) to review) 3.1.13. 31-4bn- KWM note: Glencore to con?rm whether GFD will subscribe for ordinary shares in New Parent Co and ensure that authorized share capital of New Parent Co set on incorporation is suf?cient for this step. 2 Resolution of board of directors of New Parent Co KWM AM authorising the issue of ordinary shares for $1 .4bn to (Appleby to review) Company secretarial 3 Application for ordinary shares in New Parent Co executed KWM AM by (LL(Dubai) to review) 4 Share certi?cate of New Parent Co issued to Appleby Updated register of members of New Parent Co re?ecting Glencore KWM note: Glencore corporate and/or Applebys issue of ordinary shares to corporate to confirm regulatory ?ling requirements for issue of new shares. [3.1.15 New Parent Co uses the funds to acquire the Nova Scotia Holdco preference shares and ordinary shares.] This step has not yet occurred. note: Glencore still to confirm timing no documents are to be prepared at this stage] Resolutions King 8. Wood Mallesons 12002865_8 Legal Steps Plan 17 November 2014 17 Step Description Responsible Document ID Comments 1 Resolution of the board of directors of New Parent Co KWM AM Glencore comment: this step must follow step authorising: (Appleby to 3.1.14. 0 the execution of the Share Sale Agreement reV'eW) KWM note: Glencore corporate to con?rm (preference shares); ownership of Nova Scotia Holdco. We . - understand from discussions with Glencore that Share sale Agreement GIAG may hold one ordinary share and GAIH th f?th . holds the MRPS on issue. Emit-3:21? ares ova KWM note: Glencore to con?rm whether valuation . I Will be known at 30 November or whether 0 the achISItIon of the ordinary shares In Nova adjustment is required Scotia Holdco from 2 Resolution of the board of directors of GAIH authorising: KWM AM the execution of the Share Sale Agreement (preference shares); and the transfer of the preference shares in Nova Scotia Holdco. 3 Resolution of the board of directors of GIAG authorising: KWM AM KWM note: no resolution required for GIAG. Just 0 the execution of the Share Sale Agreement (G'encore a POA- (ordinary shares); and $55553m to the transfer of the ordinary shares in Nova Scotia Holdco. 4 Resolution of the board of directors of Nova Scotia Holdco KWM AM resolving to register the transfer of ordinary and preference to shares from GIAG and GAIH (respectively) to New Parent review) Co. Transaction documents 5 Share Sale Agreement (preference shares) between New KWM AM 12035521 KWM note: consideration for share transfer is Parent Co and GAIH providing for the transfer of (Appleby and funds raised under step 3.1.14. Assume split of preference shares from GAIH to New Parent Co to consideration between ordinary and preference review) shares is on a pro-rata basis. King Wood Mallesons 12002865_8 Legal Steps Plan 17 November 2014 18 Step Description Responsible Document ID Comments 6 Share Sale Agreement (ordinary shares) between New KWM AM 12036212 KWM note: consideration for share transfer is Parent Co and GIAG providing for the transfer of ordinary (Appleby and funds raised under step 3.1.14. Assume split of shares from GIAG to New Parent Co to consideration between ordinary and preference review) shares is on a pro-rata basis. 7 Payment Direction from New Parent Co to KWM AM 12036757 (subscriber under step 3.1.14) to pay funds directly to GAIH and GIAG. Company secretarial 8 Share Transfer form executed by GIAG in favor of New KW AM 12037974 Parent Co for the ordinary shares in Nova Scotia Holdco (Glencore corporate, to review) 9 Share Transfer form executed by GAIH in favor of New KWM AM 12038134 KWM note: further similar documentation may be Parent Co for the preference shares in Nova Scotia Holdco to required for additional preference share series. review) 10 New Share certi?cate for Nova Scotia Holdco ordinary KWM AM 12038250 shares issued to New Parent Co to review) 11 New Share certi?cate for Nova Scotia Holdco preference KWM - AM 12038307 shares issued to New Parent Co to review) 12 Updated register of members of Nova Scotia Holdco Glencore KWM note: Glencore corporate and/or re?ecting ordinary and preference shareholdings of New corporate to confirm regulatory ?ling requirements for Parent Co transfer of shares in Nova Scotia Holdco. [3.1.16 New Parent Co converts the Nova Scotia Holdco preference shares into ordinary shares.] This step has not yet occurred. note: Glencore still to confirm timing - no documents are to be prepared at this stage] Resolution King Wood Mallesons 12002865_8 Legal Steps Plan 17 November 2014 19 Step Description Responsible Document ID Comments 1 Resolution of New Parent Co as the sole member of Nova KWM AM Glencore comment: this step must follow step Scotia Holdco to convert preference shares into ordinary (Appleby, 3.1.15. Shares to KWM note: Glencore corporate and/or reV'eW) to confirm ability and method of conversion of preference shares to ordinary shares against terms of issue, constitution and corporations law. We assume New Parent Co as sole member of Nova Scotia Holdco may resolve to convert the shares. KWM note: step not subject to valuation. 2 Resolution of the board of directors of New Parent Co KW AM authorising signing of Nova Scotia Holdco sole member (Appleby, resolution to review) 3 Resolution of the board of directors of Nova Scotia Holdco KWM AM resolving to register the conversion of Nova Scotia Holdco (Appleby, preference shares into ordinary shares. to review) Company secretarial 4 New Share certi?cate for Nova Scotia Holdco ordinary KW AM 12038546 shares issued to New Parent Co to review) 5 Updated register of members of Nova Scotia Holdco Glencore KWM note: Glencore corporate and/or re?ecting conversion of preference shares to ordinary corporate to confirm regulatory ?ling requirements for shares conversion of shares. 3.1.17 ACN uses the receivable from GAIH (arising from the disposal of Viterra?s Australian assets) to subscribe for ordinary shares in XKN Timing TBC 6 3.1.18 XKN loans the funds, interest-free, to Alberta Co Timing TBC 7 King Wood Mallesons 12002865_8 Legal Steps Plan 17 November 2014 20 Part 3.2: Repaying debt owed by Australian nickel entities Step Description Responsible Document ID Comments Forgiving debt owed by Australian Nickel entities 3.2 Glencore Finance forgives the debts owing to it by Xstrata Nickel Australia and Xstrata Nickel Australasia This step occurred on [date]? no further action required. King 8. Wood Mallesons Legal Steps Plan 21 12002865_8 17 November 2014 Part 4 Simplifying the ownership of foreign assets Part 4.1: Simplifying the ownership of foreign assets Alberta Co Step Description Simplifying the ownership structure of foreign assets Responsible Document ID 31 October 2014 Comments 4.1 GHP transfers Alberta Co to XT Co in exchange for shares in XT Co This step has occurred on 31 October 2014. Resolution 1 Resolution of the board of directors of GHP authorising: the execution of the Share Sale Agreement; 0 the subscription for shares in XT Co; and the transfer of shares in Alberta Co. KWM-AM 12032024 (also step 6.1, 8.4) Resolution of the board of directors of XT Co authorising: the execution of the Share Sale Agreement; 0 the issue of shares in XT Co to and the acquisition of the shares in Alberta Co. KWM-AM 12031167 2A Resolution of the board of directors of XT Co authorizing continuance of Alberta Co Unanimous Shareholders' Declaration KWM-MC 12131446 Resolution of the GHP as sole shareholder of Alberta Co resolving to register the transfer of Alberta Co shares from GHP to XT Co KWM - AM (Canada review) 12129647 KWM note: Canadian counsel to con?rm. We understand that for Alberta, by agreement, traditional director powers have vested in the shareholders. As such, shareholder resolution is required instead of Board resolution. 3A Unanimous Shareholder?s Declaration of XT Co Pty Limited to continue USD 12129657 GIencore/PWC to con?rm Transaction Documents King Wood Mallesons 12002865_8 Legal Steps Plan 17 November 2014 22 Step Description Responsible Document ID Comments 4 Share Sale Agreement between GHP and XT Co providing KWM AM 12031295 Glencore comment: transfer consideration is to for the transfer of Alberta Co shares from GHP to XT Co in (Canada review) re?ect Everest values. There must be no consideration for issue of XT Co shares to GHP. accounting pro?t on the share for share transfer. Company secretarial 5 Share Transfer form executed by GHP in favor of XT Co for KWM AM 12131598 the shares in Alberta Co (Canada review) 6 New Share certi?cate of Alberta Co issued to XT Co KWM AM to arrange following signing. (canada reV'eW) KWM note: following transfer, Glencore to arrange planned continuance to Ontario. 7 Updated register of members of Alberta Co re?ecting Glencore KWM note: Glencore corporate and/or shareholding of XT Co corporate to con?rm regulatory ?ling requirements for transfer of Alberta Co shares. New Share certi?cate for XT Co shares issued to GHP KWM AM 12031345 Updated register of members of XT Co re?ecting shares Glencore KWM note: the shares in XT Co are to be issued issued to GHP corporate prior to the transfer of Alberta Co shares. 10 ASIC Form 484: Change to company details for XT Co KWM AM 12031491 KWM note: given XT Co shares were issued re?ecting issue of shares to GHP other than for cash, ASIC Form 2072 (certification that any relevant stamp duty has been paid) must be submitted to ASIC also. Part 4.2: Simplifying the ownership of foreign assets - Glencore Cerrejon and Perly Step Description Responsible Document ID [29 November 2014] Comments Funding acquisition of 4.2.1 GSAL uses the $2.4b of proceeds from disposing of Las Bambas (in the form of a GIAG receivable) to capitalise a subsidiary (GSAL Subsidiary) This step has not yet occurred. Resolutions King Wood Mallesons 12002865_8 Legal Steps Plan 17 November 2014 23 Step Description Responsible Document ID Comments 1 Resolution of board of directors of GSAL authorising: Appleby 12127254 KWM note: If Member and Board resolutions are 0 the subscription for ordinary shares in GSAL reqwred to increase permitted Share capital ?f Subsidiary. and GSAL Subsidiary, ensure any increase is ffc'ent to m?t 's shar at rt 5.2 . assignment of $2.4b GIAG receivable to GSAL chvL/ll note. 19:5; 3::umoents aree to ::upda:ed Subsrdiary for the subscription price. for new 29 November effective date. 2 Resolution of board of directors of GSAL Subsidiary: Appleby 12127115 0 authorising the issue of ordinary shares to GSAL for $2.4b subscription price; and acknowledging assignment of $2.4b GIAG receivable for the subscription price. Transaction documents 3 Notice of assignment of receivables signed by GSAL KW AM 12031730 (Appleby to review) Company secretarial 4 Subscription letter for shares in GSAL Subsidiary signed by Appleby 12127124 GSAL 5 Share certi?cate for GSAL Subsidiary shares issued to Appleby To be prepared and issued by company secretary GSAL 6 Updated register of members of GSAL Subsidiary reflecting Glencore KWM note: Appleby to confirm regulatory ?ling shareholding of GSAL corporate requirements for issue of GSAL Subsidiary shares. 7 Delivery of notice of assignment of receivables to GIAG, Glencore copy to GSAL Subsidiary corporate Acquisition of shares of Glencore Cerrejon and Perly from GCSAL by GSAL Subsidiary 4.2.2 GSAL Subsidiary uses the funds raised by issuing shares to GSAL, together with a $100m promissory note, to acquire all of the shares of Glencore Cerrejon and Perly from GCSAL for This step has not yet occurred. King Wood Mallesons 12002865_8 Legal Steps Plan 17 November 2014 24 Step Description Responsible Document ID Comments Resolution 1 Resolution of the board of directors of GSAL Subsidiary Appleby 12127115 (also KWM note: These documents are to be updated authorising: for new 29 November effective date. 0 the execution of the Share Sale Agreement; KWM note: we understand from Glencore that . - . - . GSAL Subsidiary is to acquire Glencore Cerrejon aIEdGIencore cerrejon and and Perly, not GCSAL. Glencore to co?rm both Glencore Cerrejon and Perly are held by GCSAL. 0 Issue of Note ($100m) and of $2.48 KWM . JV GIAG receivable to GCSAL as consideration. . no 6' errejon ocumen .een revrewed for change of control - no notice IS required to be given to the other shareholders for the sale of Glencore Cerrejon and Perly. But see new step 4.2.4 below for transfer of share held by GCSAL. 2 Resolution of the board of directors of GCSAL authorising: Appleby 12127135 0 the execution of the Share Sale Agreement; and the transfer of the shares in Glencore Cerrejon and Perly in consideration for receipt of Note and GIAG receivable. 3 Resolution of the board of directors of Glencore Cerrejon Appleby 12127131 resolving to register the transfer of shares from GCSAL to GSAL Subsidiary 4 Resolution of the board of directors of Perly resolving to Appleby 12127133 register the transfer of shares from GCSAL to GSAL Subsidiary Transaction documents 5 Share Sale Agreement between GSAL Subsidiary and KWM AM 12031630 Glencore note: transfer consideration to re?ect GCSAL providing for the transfer of shares in Glencore (Appleby to Everest values. Glencore to confirm split Cerrejon and Perly from GCSAL to GSAL Subsidiary. review) between Glencore Cerrejon and Perly. 6 Note ($100m) issued by GSAL Subsidiary KWM AM 12031883 Note: KWM to prepare based on previous (Appleby to examples for Glencore/PWC review reV'eW) Applebys has reviewed. King Wood Mallesons 12002865_8 Legal Steps Plan 17 November 2014 25 Step Description Responsible Document ID Comments 7 Notice of assignment of receivables signed by GSAL KWM AM 12031972 Subsidiary (Appleby to review) Company secretarial 8 Share Transfer form executed by GCSAL in favor of GSAL Appleby 12127187 Subsidiary for the shares in Glencore Cerrejon 9 Share Transfer form executed by GCSAL in favor of GSAL Appleby 12127200 Subsidiary for the shares in Perly 10 New Share certi?cate of Glencore Cerrejon issued to GSAL Appleby To be prepared and issued by company secretary Subsidiary 11 Updated register of members of Glencore Cerrejon Glencore KWM note: Appleby to confirm regulatory ?ling re?ecting shareholding of GSAL Subsidiary corporate requirements for transfer of Glencore Cerrejon and Perly shares. 12 New Share certi?cate of Perly issued to GSAL Subsidiary Appleby To be prepared and issued by company secretary 13 Updated register of members of Perly re?ecting Glencore shareholding of GSAL Subsidiary corporate 14 Delivery of Note to GCSAL Glencore corporate 15 Delivery of notice of assignment of receivables to GIAG Glencore and GSAL, copy to GCSAL corporate 4.2.3 GCSAL distributes the funds received as a dividend/retum of capital This step has not yet occurred. Resolution 1 Resolution of the board of directors of GCSAL authorising: Appleby 12127135 (also KWM note: These documents are to be updated the reduction of capital. 422(2)) for new 29 November effective date. - - - . PWC note: as a result of this step GHP will have 0 I 7 the dec aratlon Of the, qIVIdends? and of receivables consisting of $2.4b from the payment Of the d'V'dends- GIAG and $0.1m from GSAL Subsidiary. KWM note: Glencore to con?rm that GCSAL will King Wood Mallesons 12002865_8 Legal Steps Plan 17 November 2014 26 Step Description Responsible Document ID Comments assign the $2.4b GIAG receivables and endorse the $0.1b Note to GHP in satisfaction of its obligation to pay the dividend. Glencore has con?rmed that GCSAL is held by GHP. KWM note: Glencore has indicated that funds may be distributed by a combination of dividend and return of capital. Applebys has advised that a notice period of at least 15 days is required which will push past 31/10. For discussion whether step 4.2.3 needs to occur on 31/10 and/or same day as steps 4.2.1 and 4.2.2 or can follow as soon as possible after. KWM notes part 18 GHP debt repayment cannot occur until GHP receives this dividend/retum of capital. Assuming dividend/retum of capital will be satis?ed by endorsing Note and assigning receivables, will repayment under part 18 also be effected by endorsement of Note and assigning of receivables? KWM note: GIAG receivable and Note are to be assigned to GHP as a short-term loan. Obligation for GHP to repay GCSAL will be satisfied against obligation of GCSAL to pay dividend or return capital once the divide between dividend and return of capital is known and the return of capital can take effect (10 Business Days after completion once numbers are known, we will need to finalise documents for the GCSAL dividend and return of capital). As the Note will not be issued until 10 Business Days after completion, this means that the debt repayment at Part 18 will not take effect until this date (ie. issue Note to GCSAL and assign GIAG receivable and Note to GHP and then to GAH same day GCSAL and GHP to issue payment directions for Note to go King Wood Mallesons 12002865_8 Legal Steps Plan 17 November 2014 27 Step Description Responsible Document ID Comments to GAH directly). KWM note: the reduction in capital and payment of dividends will occur on 10 December 2014. The value of the P- Note, when assigned to GHP, will be greater than the value at the time it is assigned to GCSAL (29 November). Glencore to confirm that there is no accounting issue with this. 2 Resolution of the board of directors of GHP authorising, as KWM - JS 12145280 KWM note: Draft prepared. Awaiting capital shareholder of GCSAL: reduction documents from Applebys to confirm all . the reduction of capital. documents which GHP is required to sign. 0 the declaration of the dividends; and the payment of the dividends. 3 Solvency con?rmation of GCSAL signed by ?nancial officer Appleby 12127311 KWM note: we understand this is a requirement of GCSAL for dividends by a Bermudan entity. Appleby to con?rm any other dividend/return of capital requirements. KWM note: Applebys to con?rm whether this needs to be given at the time of the board meeting, or only on the date of payment of the dividend. Transaction documents 4 Notice of assignment of receivables signed by GCSAL KW AM 12031989 P-Note) (Appleby to review) 5 Notice of assignment of receivables signed by GCSAL KWM AM 12144429 (GSAL Sub P-Note) (Appleby to review) Company secretarial 6 Delivery of Note with endorsement to GHP Glencore corporate King Wood Mallesons 12002865_8 Legal Steps Plan 17 November 2014 28 Step Description Responsible Document ID Comments 7 Delivery of notice to GSAL Subsidiary of endorsement of Glencore Note to GHP corporate 8 Delivery of notice of assignment of receivables to GIAG, Glencore GSAL and GSAL Subsidiary, with copy to GHP corporate 4.2.4 GCSAL transfers share it holds in [Cerrejon Mining Co] as nominee for Glencore Cerrejon and Perly to GSAL Subsidiary for nominal consideration (new step arising from review of Cerrejon documents) 1 Notice to other shareholders KWM - JS 12140357 KWM note: steps for con?rmation with Glencore. See Coall email 23/10. 2 Acknowledgement Deed signed by other shareholders KWM - JS KWM note: instructed by Glencore that informal approach to be pursued. See Nick email 10/11. To be con?rmed whether this document required. 3 Acknowledgement Deed signed by Glencore Cerrejon and KWM - JS 12158928 Perly re nominee arrangement 4 Share transfer form for transfer of nominee share from KWM - JS 12145755 KWM note: instructed by Glencore that informal GCSAL to GSAL Subsidiary approach to be pursued. See Nick email 10/11. To be con?rmed whether this document required. KWM note: If required, Colombian counsel to con?rm form complies with local requirements. Instructed by Glencore to hold off instructing Colombian counsel. See A Luckie email 11/11. 5 GCSAL resolution to sign transfer and acknowledgement KW - JS 12127135 (also deeds 422(2) and 423(1)) 6 GSAL Subsidiary resolution to sign transfer and KW - JS 12127115 (also acknowledgement deeds 421(2) and 422(1)). 7 Glencore Cerrejon resolution to sign acknowledgement KWM - JS 12127131 (also deed 422(3)) 8 Perly resolution to sign acknowledgement deed KWM - JS 12127133 (also King Wood Mallesons 12002865_8 Legal Steps Plan 17 November 2014 29 Part 5 Simplifying the ownership of Glencore Queensland?s foreign assets Step Description Responsible Simplifying the ownership structure of Glencore Queensland?s foreign assets Document lD [30 November 2014] Comments 5.1 Glencore Queensland subscribes for [800m] of shares in GSAL This step has not yet occurred. Resolutions 1 Resolution of the board of directors of Glencore KWM AM 12152841 PWC note: the amount of shares that Glencore Queensland approving the subscription of [ordinary] shares Queensland subscribes for in GSAL should be in GSAL for subscription price of [$800m]. equal to the value of Minera Alumbrera. KWM note: Glencore corporate and/or Applebys to confirm whether member resolution is required to increase authorized share capital of GSAL. Glencore note: Glencore to con?rm any other foreign subsidiaries of GQL. Noted that Mimsure now owned by GSAG. KWM note: see also resolution required to sign Accession Deed for Minera Alumbrera Shareholders Agreement. KWM note: level of equity to be ?xed at 29 November, payment of subscription price to be deferred for 10 Business Days. KWM note: build in Notes and Top-up Notes. 2 Resolution of the board of directors of GSAL approving the KWM AM 12155715 issue of [ordinary] shares to Glencore Queensland for (Appleby to subscription price of [$800m]. review) Company secretarial 3 Application for shares in GSAL signed by Glencore KW AM 12038607 Queensland King Wood Mallesons 12002865_8 Legal Steps Plan 17 November 2014 30 Step Description Responsible Document ID Comments 4 Share Certi?cate for GSAL shares issued to Glencore KWM AM 12048164 Queensland 5 Updated register of members of GSAL re?ecting issue of Glencore KWM note: Applebys to con?rm regulatory filing shares to Glencore Queensland. corporate requirements for issue of GSAL shares. 6 Payment direction from GSAL to Glencore Queensland KWM - AM 12052275 (copying GSAL Subsidiary) to pay funds direct to GSAL Subsidiary 5.2 GSAL uses the funds to capitalise its subsidiary (GSAL subsidiary) This step has not yet occurred. Resolutions 1 Resolution of board of directors of GSAL approving the KWM AM 12156016 KWM note: Scott has indicated that this will be subscription of ordinary shares in GSAL Subsidiary for (Appleby to the same GSAL Subsidiary as for part 4. SUbscr'Pt'O" Pr'ce 0f [$800m]- reV'eW) KWM note: Applebys to con?rm whether member resolution is required to increase authorized share capital of GSAL. We understand GSAL Subsidiary authorized capital is currently being updated to 4b so should be OK. KWM note: level of equity to be ?xed at 29 November, payment of subscription price to be deferred for 10 Business Days. 2 Resolution of board of directors of GSAL Subsidiary KW AM 12156305 approving the issue of ordinary shares to GSAL for (Appleby to subscription price of [$800m] review) Company secretarial 3 Application for shares in GSAL Subsidiary signed by GSAL KW AM 12050637 (Appleby to review) 4 Share Certi?cate for GSAL Subsidiary shares issued to KW AM 12050677 GSAL (Appleby to review) King Wood Mallesons 12002865_8 Legal Steps Plan 17 November 2014 31 Step Description Responsible Document ID Comments 5 Updated register of members of GSAL Subsidiary reflecting Glencore KWM note: Applebys to con?rm regulatory filing issue of shares to GSAL corporate requirements for issue of GSAL shares. 6 Payment direction from GSAL Subsidiary to Glencore KW - AM 12052345 Queensland (copying GSAL and MIM) to pay funds direct to MIM. 5.3 GSAL subsidiary uses the funds to acquire all of the shares in Minera Alumbrera from Mount Isa Mines, a wholly owned subsidiary of Glencore Queensland. This step has not yet occurred. Resolution 1 Resolution of the board of directors of Mount Isa Mines authorising: the execution of the Share Sale Agreement; and the transfer of the ordinary and preference shares to GSAL Subsidiary in consideration for [$800m]. KWM-AM PWC comment: 0 the transfer of the shares in Minera Alumbrera includes the preference shares issued by Minera Alumbrera. Glencore Queensland will retain ownership of GSAL due to Peruvian reasons however, it may be possible to transfer GSAL later. KWM note: we understand from Glencore that MIM holds 50%; the other 50% is held by Musto Explorations. KWM note: we have reviewed the shareholders agreement, articles of incorporation and by-laws for Minera Alumbrera. Notice of the transfer will need to be given to Musto, and GSAL will need to sign an accession deed to the SHA. There is no time period for notice, just a ?reasonable period? which Canadian counsel will need to confirm. Glencore has advised (Email from A Luckie 20/10 that MIM will remain jointly and severally liable with GSAL Subsidiary following the transfer). Glencore has con?rmed (21/10) that manager/services provider does not need to change and do not need to notify transfer of King Wood Mallesons 12002865_8 Legal Steps Plan 17 November 2014 32 Step Description Responsible Document ID Comments GSAL to XT Co (for courtesy). KWM note: Glencore advises that Minera Alumbrera has 1,352,000 preference shares (USD 338,000,000, USD 250 par value) and 185,802,000 ordinary shares (USD 1,858,020, USD 0.01 par value) on issue (Glencore to con?rm). However, Schedule A of Minera Alumbrera Shareholders Agreement and Articles state that par value for IMZ Preferred Shares is and MIM Preferred Shares is Given only MIM Shares are to be transferred, can continue on basis of Glencore to con?rm corporate records and whether IMZ Preferred Shares are par value not and Common Shares are par value not KWM note: Estimated purchase price for share sale deed to be based on equity contribution at above steps. Any adjustment amount will be paid by the issue of a Note by GSAL Subsidiary to MIM. 2 Resolution of the board of directors of GSAL Subsidiary KWM AM authorising: (Appleby to the execution of the Share Sale Agreement; and reV'eW) - the acquisition of the ordinary and preference shares from Mount Isa Mines for [$800m] consideration. 3 [Resolution of the board of directors of Minera Alumbrera - AM KWM note: Glencore corporate to con?rm how resolving to register the transfer of the ordinary and (Appleby to Minera Alumbrera JV records are kept does preference shares to GSAL Subsidiary and sign the review)] Glencore manage company records and should Accession Deed.] prepare this, or will separate Minera Alumbrera management do this? 4 Resolution of the board of directors of Glencore Queensland resolving to sign the Accession Deed. King Wood Mallesons 12002865_8 Legal Steps Plan 17 November 2014 33 Step Description Transaction documents Responsible Document ID Comments 5 Share Sale Agreement between Mount Isa Mines and KWM AM 12048763 Glencore note: transfer consideration to re?ect GSAL Subsidiary providing for the transfer of Minera (Appleby to Everest values. Alumbrera ordinary and preference shares to GSAL review) Subsidiary. 6 Accession Deed to the Minera Alumbrera Shareholders KW 12031821 Reviewed by and updated for McCarthy's Agreement signed by GSAL Subsidiary MC(AppIeby to comments. review) Company secretary 7 Share Transfer form executed by Mount Isa Mines in favor KW MC 12031783 KWM note: prepared in form of share transfer in of GSAL Subsidiary for the ordinary and preference shares (Appleby to Schedule A to Minera Alumbrera By-Iaws. in Minera Alumbrera review) 8 Deliver to Minera Alumbrera share certi?cate for ordinary Glencore Requirement under article 3.1 of By-Iaws. Upon and preference shares duly endorsed to Minera Alumbrera corporate receipt, together with the share transfer, Minera Alumbrera will register transfer of shares. 9 [New Share certi?cate for Minera Alumbrera ordinary AM 12049055 KWM note: Glencore corporate to con?rm how shares issued to GSAL Subsidiary] (Appleby to Minera Alumbrera JV records are kept and review)] whether we are to provide draft certificates 10 [New Share certi?cate for Minera Alumbrera preference AM 12049124 KWM note: Glencore corporate to con?rm how shares issued to GSAL Subsidiary] (Appleby to Minera Alumbrera JV records are kept and review)] whether we are to provide draft certificates 11 [Updated register of members of Minera Alumbrera [Glencore KWM note: Glencore corporate to con?rm how re?ecting shareholding of corporate] Minera Alumbrera JV records are kept. KWM note: Glencore corporate and/or relevant foreign counsel to con?rm regulatory ?ling requirements for transfer of Minera Alumbrera shares. 12 Notice of transfer to Musto signed by MIM, attaching form KWM MC 12031925 of Accession Deed for Musto?s con?rmation. (Appleby to review) King Wood Mallesons 12002865_8 Legal Steps Plan 17 November 2014 Step Description Responsible Document ID Comments 13 Payment direction from MIM to Glencore Queensland KWM - AM 12052417 (copying GSAL and GSAL Subsidiary) to apply funds to payment of dividend/return of capital. 5.4 Mount Isa Mines distributes the funds received from GSAL to Glencore Queensland by way of a dividend This step has not yet occurred. KWM note: aim for this to occur 10 Business Days after completion of sale of Minera Alumbrera. However, Glencore has confirmed that timing is not critical as funds are not used to fund later steps. Resolution 1 Resolution of the board of directors of Mount Isa Mines KW AM authorizing the declaration and payment of the [$800m] KWM note: 10 Business Days after Completion divudend under the Share Sale Agreement, to pay a dividend to GQL. Payment directions to GQL at step 5.1 to apply funds to payment of dividend. MIM will also assign Note to GQL. Need to create steps for GQL to contribute that Note to GSAL, then GSAL to GSAL Subsidiary to subscribe for further equity. Upon return of Note to GSAL Subsidiary, Note is cancelled. King Wood Mallesons Legal Steps Plan 35 12002865_8 17 November 2014 Part 6 Simplifying the ownership of Glencore Queensland?s Australian assets [31 October 2014 and 30 November 2014] Step Description Responsible Document ID Comments Simplification of holding structure for Glencore Queensland?s Australian assets 6.1 GHP transfers all of the shares in Xstrata Technology to GQL in exchange for interest bearing loan This step has not yet occurred. This step should occur 31 October 2014 Resolutions 1 Resolution by board of directors of GQL authorising: KWM AM 12129306 KWM note: A Meguid has con?rmed (24/10) that th - - I . this step is to be debt funded and (28/10) transfer Ion ares In 5 ra a ec no ogy, is direct to GQL (not 60H) 0 the execution of the Share Sale Agreement; and the execution of the Loan Agreement 2 Resolution of board of directors of GHP authorising: KWM AM 12032024 0 the transfer of shares in Xstrata Technology to the execution of the Share Sale Agreement; and the execution of the Loan Agreement 3 Resolution of board of directors of Xstrata Technology KWM AM 12032037 resolving to register transfer of shares to GQL. Transaction documents 4 Share Sale Agreement between GHP and GQL providing KWM AM 12032048 Glencore comment: consideration to re?ect for the transfer of shares in Xstrata Technology to GQL in Everest values consideration for debt owing by GQL 5 Loan Agreement between GHP and GQL providing for KWM - MC 12084050 GHP to loan an amount equal to the consideration to GQL, repayable with interest. Company secretarial King Wood Mallesons Legal Steps Plan 35 12002865_8 17 November 2014 Step Description Responsible Document ID Comments 6 Share Transfer form executed by GHP in favor of GQL for KWM AM 12032051 the shares in Xstrata Technology 7 Share certi?cate for Xstrata Technology shares issued to KWM AM 12032055 GQL 8 ASIC Form 484: Change to Company details for Xstrata KWM 12032059 Technology 9 Updated register of members of Xstrata Technology Glencore re?ecting shareholding of GQL corporate 6.2A and GOH agree to amend the terms of the GOH preference shares to extend the maturity date of the preference shares [and remove the preferential dividend rights]] This step has not yet occurred. This step should occur 29 November 2014. [Note: do not prepare documents at this stage - this step may no longer be required. Resolutions 1 Resolution of GFD as sole class A RPS shareholder of GHP to amend the constitution of GHP. Only class A RPS on issue. Glencore to con?rm: Does this need to occur before 6.2, as change will require approval by GSAG and GFD due to variation of class rights. Can GQL make these changes following acquisition of shares (may be better as new shareholder making new agreement when GOH is wholly owned). What changes are to be made maturity date to [31 December 2025], dividends annually, should we remove preferential dividend rights? 2 Resolution of GSAG as sole holder of ordinary shares of GHP to amend the constitution of GHP. 3 Resolution of board of directors of GHP approving putting member resolutions to GSAG and GFD as sole members 4 Constitution of GHP with MRPS terms updated King 8. Wood Mallesons 12002865_8 Legal Steps Plan 17 November 2014 37 Step Description Responsible Document ID Comments 6.2 Glencore Queensland acquires the shares in GOH, including the preference shares, for market value consideration (assumed to be nominal) This step has not yet occurred. This step should occur 29 November 2014 Resolutions 1 Resolution of the board of directors of GSAG authorising: KWM - JH 12161935 KWM note: Glencore to con?rm whether GSAG the transfer of ordinary shares in GOH to Glencore Board requ'red- Queensland; and KWM note: ordinary shares will be transferred by 0 the execution of the Share Sale Agreement. GSAG for Preference shares will be transferred by GFD for market value (estimated purchase price will be known at time of signing with adjustment amount to be paid 10 Business Days later). Glencore (Adam Meguid) to confirm whether loan agreement will be put in place to fund the transfer from GFD (such that amount is payable by GQL to GFD). 2 Resolution of the board of directors of GFD authorising: KWM - JH 12161941 0 the transfer of preference shares in GOH to Glencore Queensland; and the execution of the Share Sale Agreement. 3 Resolution of the board of directors of Glencore KWM - JH 12144534 (also Queensland authorising: part 14/16) 0 the acquisition of the ordinary shares in GOH from - the acquisition of the preference shares in GOH from and the execution of the Share Sale Agreements with each of GSAG and GFD. 4 Resolution of the board of directors of GOH resolving to KWM - JH 12143097 (in register transfer of ordinary shares and preference shares master) to Glencore Queensland and issue new share certi?cates. Transaction Documents King Wood Mallesons 12002865_8 Legal Steps Plan 17 November 2014 38 Step Description Responsible Document ID Comments 5 Share Sale Agreement between GSAG and Glencore KWM - JH 12049531 PWC comment: consideration for shares to be Queensland providing for the transfer of ordinary shares in market value. GOH for market value cons'derat'on- Glencore commence: transfer consideration to re?ect Everest and Clermont. Current book value should be up to date, Jubilee Clermont. 6 Share Sale Agreement between GFD and Glencore KWM - JH 12049800 Queensland providing for the transfer of preference shares in GOH for market value consideration. Company secretarial 7 Share Transfer form executed by GSAG in favor of KWM - JH 12050706 Glencore Queensland for the ordinary shares in GOH 8 Share Transfer form executed by GFD in favor of Glencore KW - JH 12050732 Queensland for the preference shares in GOH 9 New Share certi?cate for GOH ordinary shares issued to KWM - JH 12050770 Glencore Queensland 10 New Share certi?cate for GOH preference shares issued to KW - JH 12050777 Glencore Queensland 11 Updated register of members of GOH re?ecting ordinary Glencore and preference shareholding of Glencore Queensland corporate 12 ASIC Form 484: Change to company details for GOH KW - JH 12050807 re?ecting transfer of ordinary and preference shares Stamp duty 13 Share sale agreement and share transfer form(s) to be Glencore KWM note: Glencore/PWC to confirm stamp duty lodged with evidence of pre-transaction CRE in corporate/PWC requirements, jurisdictions dependent on state of incorporation of GOH and relevant landholdings. 6.3.1 Glencore Queensland transfers the shares it holds in Australian asset-owning subsidiaries to GOH by way of an interest-bearing loan This step has not yet occurred. This step to occur 29 November 2014 KWM note: Steps 8.3.1 and 8.3.2 to now occur before step 6.3. Resolutions 1 Resolution of the board of Glencore Queensland KWM-JH 12143324 KWM note: the GO Subsidiaries are: King Wood Mallesons 12002865_8 Legal Steps Plan 17 November 2014 39 Step Description Responsible Document ID Comments approving: Glencore Technology 0 the transfer of each Subsidiaryf'; 0 Mount Isa Mines; 0 the execution of the Share Sale Agreement; and Glencore Coal Queensland; 0 the execution of the Loan Agreement. 0 Copper Re?neries; 0 North Queensland Stevedoring; 0 Mount Isa Paci?c; 0 XMAN Services; 0 Bowen Coke; MIM Resource Development; and 0 Ernest Henry Mining. KWM note: Mount Isa Mines Limited holds one Class A share in Ernest Henry Mining. Glencore has con?rmed this will remain held by MIM. KWM note: base documents on those for step 6.1. Share sale deed will contain an estimated purchase price and adjustment amount, to be offset against advances under loan agreement. Glencore note: Glencore to look into conversion of to private company. 2 Resolution of the board of GOH approving: KWM - JH 12143704 0 the acquisition of shares in each Subsidiary?; - execution of the Share Sale Agreement; and execution of the Loan Agreement. 3 Resolution of the board of Glencore Technology resolving KW - JH 12144640 to register the transfer of shares to GOH and issue new share certi?cate. 4 Resolution of the board of Mount Isa Mines resolving to KWM - JH 12144063 register the transfer of shares to GOH and issue new share certi?cate. King Wood Mallesons Legal Steps Plan 40 12002865_8 17 November 2014 Step Description Resolution of the board of Glencore Coal Queensland resolving to register the transfer of shares to GOH and issue new share certi?cate. Responsible KWM-JH Document ID 12144502 Comments Resolution of the board of Copper Refineries resolving to register the transfer of shares to GOH and issue new share certi?cate. KWM-JH 12144551 Resolution of the board of North Queensland Stevedoring resolving to register the transfer of shares to GOH and issue new share certi?cate. KWM-JH 12144556 Resolution of the board of Mount Isa Paci?c resolving to register the transfer of shares to GOH and issue new share certi?cate. KWM-JH 12144563 Resolution of the board of XMAN Services resolving to register the transfer of shares to GOH and issue new share certi?cate. KWM-JH 12144586 10 Resolution of the board of Bowen Coke resolving to register the transfer of shares to GOH and issue new share certi?cate. KWM-JH 12144600 11 Resolution of the board of MIM Resource Development resolving to register the transfer of shares to GOH and issue new share certi?cate. KWM-JH 12144609 12 Resolution of the board of Ernest Henry Mining resolving to register the transfer of shares to GOH and issue new share certi?cate. KWM-JH 12144626 Transaction documents 13 Loan Agreement between Glencore Queensland and GOH for Glencore Queensland to loan an amount equal to the share transfer consideration to GOH, repayable by GOH with interest. KWM-JH 1 2062793 KWM note: interest rate subject to confirmation. King Wood Mallesons 12002865_8 Legal Steps Plan 17 November 2014 41 Step Description Responsible Document ID Comments 14 Share Sale Agreement between Glencore Queensland and KWM - JH 12053411 KWM note: Glencore has con?rmed GQ GOH for the transfer of shares in each Subsidiary? receivable under loan agreement. Note: Seller from Glencore Queensland to GOH. will not be able to warrant that shares in Ernest Henry are all shares (just all shares it owns). 15 Payment direction from GOH to Glencore Queensland KWM - DC 12053149 KWM note: no longer required built into instructing Glencore Queensland to apply principal under transaction documents Loan Agreement in satisfaction of consideration under Share Sale Deed. Company secretarial 16 Share transfer form: Glencore Technology KWM - JH 12162245 17 Share transfer form: Mount Isa Mines KWM - JH 12052344 KWM note: additional forms/certificates may be required for any/each class of preference shares in the GO Subsidiaries 18 Share transfer form: Glencore Coal Queensland KWM - JH 12052379 19 Share transfer form: Copper Re?neries KWM - JH 12052411 20 Share transfer form: North Queensland Stevedoring KWM - JH 12052412 Ordinary Shares 20A Share transfer form: North Queensland Stevedoring KW - JH 12052415 Preference Shares 21 Share transfer form: Mount Isa Paci?c KWM - JH 12052448 22 Share transfer form: XMAN Services KWM - JH 12052453 23 Share transfer form: Bowen Coke KWM - JH 12052456 24 Share transfer form: MIM Resource Development KWM - JH 12052490 25 Share transfer form: Ernest Henry Mining Class A KWM - JH 12052493 25A Share transfer form: Ernest Henry Mining Class KWM - JH 12052524 26 New share certi?cate: Glencore Technology KWM - JH 12162235 27 New share certi?cate: Mount Isa Mines KWM - JH 12052807 28 New share certi?cate: Glencore Coal Queensland KWM - JH 12052808 King Wood Mallesons 12002865_8 Legal Steps Plan 17 November 2014 42 Step Description Responsible Document ID Comments 29 New share certi?cate: Copper Refineries KWM - JH 12052838 30 New share certi?cate: North Queensland Stevedoring KWM - JH 12161877 Ordinary Shares 30A New share certi?cate: North Queensland Stevedoring KWM - JH 12052941 Preference Shares 31 New share certi?cate: Mount Isa Paci?c KWM - JH 12052943 32 New share certi?cate: XMAN Services KWM - JH 12052945 33 New share certi?cate: Bowen Coke KWM - JH 12052980 34 New share certi?cate: MIM Resource Development KWM - JH 12052984 35 New share certi?cate: Ernest Henry Mining Class A KWM - JH 12053019 35A New share certi?cate: Ernest Henry Mining Class KWM - JH 12053052 36 ASIC form 484: Glencore Technology KWM - JH 12156887 37 ASIC Form 484: Change to company details for Mount Isa KWM - JH 12154349 Mines 38 ASIC Form 484: Change to company details for Glencore KWM - JH 12155028 Coal Queensland 39 ASIC Form 484: Change to company details for Copper KWM - JH 12155125 Re?neries 40 ASIC Form 484: Change to company details for North KWM - JH 12156245 Queensland Stevedoring 41 ASIC Form 484: Change to company details for Mount Isa KWM - JH 12156869 Paci?c 42 ASIC Form 484: Change to company details for XMAN KW - JH 12156871 Services 43 ASIC Form 484: Change to company details for Bowen KWM - JH 12156874 Coke 44 ASIC Form 484: Change to company details for MIM KW - JH 12156880 Resource Development King Wood Mallesons Legal Steps Plan 12002865_8 17 November 2014 43 Step Description Responsible Document ID Comments 45 ASIC Form 484: Change to company details for Ernest KWM - JH 12156882 Henry Mining 46 Updated register of members: Glencore Technology Glencore Corporate 47 Updated register of members: Mount Isa Mines Glencore Corporate 48 Updated register of members: Glencore Coal Queensland Glencore Corporate 49 Updated register of members: Copper Re?neries Glencore Corporate 50 Updated register of members: North Queensland Glencore Stevedoring Corporate 51 Updated register of members: Mount Isa Pacific Glencore Corporate 52 Updated register of members: XMAN Services Glencore Corporate 53 Updated register of members: Bowen Coke Glencore Corporate 54 Updated register of members: MIM Resource Development Glencore Corporate 55 Updated register of members: Ernest Henry Mining Glencore Corporate Stamp duty 56 Share sale agreement and share transfer forms for GO KWM note: Glencore/PWC to confirm stamp duty Subsidiaries (other than Xstrata Technology) to be lodged requirements, jurisdictions dependent on state of with evidence of pre-transaction CRE in incorporation of 60 Subsidiaries and relevant landholdings. 6.3.2 Glencore Queensland capitalises a portion of the loan owing to it from GOH This step is to occur on 29 November 2014. King Wood Mallesons 12002865_8 Legal Steps Plan 17 November 2014 44 Step Description Responsible Document ID Comments 57 PWC note: amount of loan to be capitalised TBC. Glencore note: this is the receivable from GOH under 6.3.1. A portion of it will be capitalised and the dollar amount will be set at 29 November prior to issue of class shares. Ordinary shares for each to be issuedKing Wood Mallesons 12002865_8 Legal Steps Plan 17 November 2014 45 Part 7 REMOVED King Wood Mallesons 12002865_8 Legal Steps Plan 17 November 2014 46 Part 8 Transfer of GHP to a new parent company Step Description Transfer of GHP to New Parent Co Responsible Document ID [14 November 2014] Comments 8.1 GSAG transfers the ordinary shares in GHP to GFD in exchange for one share in GFD This step has not yet occurred. This step to occur 14 November 2014 Resolutions 1 Board resolution of GSAG authorising: KWM MC 12032352 PWC comment on step 8.1: execution of the Share Sale Agreement; ESXLf/jfounse' to We understand that the ordinary shares 0 transfer of the ordinary shares in GHP to GHP have I'm'ted value 0 application for [one] share in GFD. [The Shaw? by n?t have Winding up rights] KWM Note: Glencore corporate and/or Pestalozzi and LL (Dubai) to con?rm steps for Switzerland and Dubai. KWM note: Glencore has con?rmed one ordinary shares is to be issued for Glencore/PWC to con?rm comment on no winding up rights -just that share should not have preferential rights on winding up? KWM to proceed on basis that one ordinary shares with rights equal to existing ordinary shares is required. 1A Board Memorandum for GSAG KWM - MC 12136864 2 Board resolution of GFD authorising: KWM MC 12032374 Execution of the Share Sale Agreement; 0 Acquisition of the ordinary shares in GHP from 0 Issue of [one] share in GFD to 0 Registration of share issue to 0 Issue of share certi?cate to GSAG. (Dubai counsel to review) King Wood Mallesons 12002865_8 Legal Steps Plan 17 November 2014 47 2A Board Memorandum for GFD KWM - MC 12136928 2B Unanimous Written Resolution of Shareholders of GFD Links (Dubai) 12144316 2 C Xstrata Limited resolution to approve GFD shareholder resolution. KWM - MC 12144030 2 D Unanimous Written Resolution of Shareholders of GFD re articles amendment Links (Dubai) 12157583 2E GFD Amended Articles of Association Links (Dubai) 12157626 GLENCORE TO CONFIRM FORM OF BOARD RESOLUTION Links (Dubai) comments: The DIFC Registrar has confirmed they will require the following to be submitted:  Two original signed copies of the amended articles of association (signed by the Shareholders);  Two original signed shareholder resolutions;  The application for amending the articles of association (Form LTD14); and  The legal opinion stating that the articles proposed to be adopted comply with requirements of the Law. Lastly, as discussed in previous emails, we do not have access the DIFCSTAT system in order to obtain the Form LTD14. If the GFD team could fill out the Form LTD14 and send it to us we would be happy to submit it with the rest of the documents. KMW note: see draft legal opinion circulated 12.11 by Linklaters (Dubai) 3 Board resolution of GHP authorising:  registration of the share transfer from GSAG to GFD;  cancellation of share certificates issued to GSAG;  issue of a new share certificate to GFD. KWM - MC 12032499 KWM – MC (Swiss and Dubai 12032503 Transaction Documents 4 Share Sale Agreement between GSAG and GFD for the  King & Wood Mallesons 12002865_8 Legal Steps Plan 17 November 2014 Glencore comment: transfer consideration to 48 transfer of the ordinary shares in GHP from GSAG to GFD. counsel to review) re?ect Everest values Company Secretarial 5 Issue new share certi?cate for one share in GFD to GSAG. Dubai counsel to KWM Note: Glencore corporate and/or LL (Dubai) to prepare to con?rm GFD regulatory ?ling requirements for new share issue. 6 Share Transfer form executed by GSAG in favour of GFD KWM AM for the ordinary shares in GHP. (Swiss/Dubai counsel to review) 7 Issue new share certi?cate for all ordinary shares in GHP KWM AM - to GFD. 8 Updated register of members of GFD to record issue of Glencore one share to GSAG. corporate 9 Updated register of members of GHP to record transfer of Glencore ordinary shares from GSAG to GFD. corporate 1O ASIC Form 484: change of company details for GHP KWM - AM - KWM note: given GHP shares were issued other reporting change in shareholding from GSAG to GFD. than for cash, ASIC Form 2072 (certification that any relevant stamp duty has been paid) must be submitted to ASIC also. Stamp Duty 11 Share sale agreement and share transfer form to be lodged Glencore KWM note: Glencore/PWC to confirm stamp duty with evidence of pre-transaction CRE in corporate/PWC requirements, jurisdictions dependent on relevant landholdings (we understand GHP is incorporated in Victoria). 8.2 GFD contributes the shares it holds in GHP (including the preference shares) to New Parent Co in exchange for ordinary and preference shares in New Parent Co This step has not yet occurred. This step should occur [14 November 2014] Resolutions 1 Resolution of GFD authorising: - execution of the Share Sale Agreement; 0 transfer of the ordinary and preference shares in GHP KWM - MC (Dubai counsel to con?nn) (subject to Dubai counsel review) PWC comment on step 8.2: 0 New Parent Co should be incorporated in Jersey Bermuda etc King Wood Mallesons 12002865_8 Legal Steps Plan 17 November 2014 49 to New Parent Co in exchange for issue of New Parent Co shares to GFD.  New Parent Co is likely to be tax resident in the UK  The capital structure of New Parent Co (in terms of the proportion of ordinary and preference shares) should mirror the capital structure of GHP  Note the preference shares issued by New Parent Co may be refinanced (by way of a return of capital) at a later stage  Consider whether an existing dormant, appropriately incorporated subsidiary of GFD could be used in place of New Parent Co KWM note: proportion of preference to ordinary shares of GHP and New Parent Co should mirror. Following further discussion, Glencore confirmed that GHP share capital does not require consolidation. Glencore to confirm that issue of further shares by New Parent Co under step 3.1.14 (30/11) does not need to be mirrored somehow in GHP. KWM note: PWC have commented that the issue of shares should occur before the transfer (in relation to the signing of resolutions and/or transfer forms and updating of share registers). 2 Resolution of New Parent Co authorising:  Execution of the Share Sale Agreement;  Acquisition of the ordinary and preference shares in GHP from GFD;  Issue of ordinary and preference shares to GFD;  Issue of share certificate to GFD for ordinary shares;  Issue of share certificate to GFD for preference shares;  Entry of GFD in the register of members of New Parent Co.  King & Wood Mallesons 12002865_8 Legal Steps Plan 17 November 2014 KWM – MC (Appleby to confirm) 12134193 KWM NOTE: MINUTES ALREADY PROVIDED FOR NEW PARENT CO BOARD MEETING. 50 2A Resolution of GFD as sole shareholder of New Parent Co Appleby authorizing increase in authorized share capital and new bye-laws 3 Resolution of GHP authorising: KWM - MC KWM Note: Glencore corporate and/or Bermudan 0 Entry of New Parent Co in the register of members of and DUba' counsel to con?rm Steps for New GHP. Parent Co and GFD. For example, whether New . Parent Co shareholder approval will be required 0 Cancellation of share certi?cates for ordinary and for issue of shares to GFD preference shares Issued to 0 Issue of new share certi?cate to New Parent Co for ordinary shares; 0 Issue of new share certi?cate to New Parent Co for preference shares. Transaction Documents 4 Share Sale Deed between GFD and New Parent Co for the KWM MC Glencore comment: transfer consideration should transfer of ordinary and preference shares in GHP from (Dubai and re?ect Everest values. GFD to New Parent 00- Bermudan KWM note: Glencore to con?rm that transfer of counse' t? GHP shares is envisaged rather than special use con?rm) of term ?contribution?. 4A New Bye-laws of New Parent Co including terms of Class Appleby KWM note: Glencore to con?rm RPS terms A Redeemable Preference Shares 48 Subscription letter to be given by GFD to New Parent Co Appleby Company Secretarial 5 Share Transfer form for transfer of ordinary shares in GHP KWM DC (LL SEE BELOW from GFD to New Parent Co. (Dubai) and Appleby to con?nn) 6 Share Transfer form for transfer of preference shares in KWM DC (LL SEE BELOW KWM note: additional forms/certificates may be GHP from GFD to New Parent Co. (Dubai) and required for any/each class of preference shares Appleby to in GHP con?nn) 7 Issue new share certi?cate for ordinary shares in GHP to KWM - DC SEE BELOW New Parent Co. King Wood Mallesons 12002865_8 Legal Steps Plan 17 November 2014 51 8 Issue new share certi?cate for preference shares in GHP to KWM DC SEE BELOW New Parent Co. 9 Issue new share certi?cate for ordinary shares in New Appleby to KWM Note: Glencore corporate and/or Bermudan Parent Co to GFD. prepare following and Dubai counsel to confirm any regulatory ?ling issue requirements for GFD and New Parent Co. KWM note: Appleby has con?rmed that share certi?cates will automatically generate following update of company records. 10 Issue new share certi?cate for preference shares in New Appleby to KWM note: Appleby has con?rmed that share Parent Co to GFD. prepare following certi?cates will automatically generate following issue update of company records. 11 Updated register of members for GHP to record transfer or Glencore ordinary and preference shares from GFD to New Parent corporate Co. 12 Updated register of members for New Parent Co to record Glencore issue of ordinary and preference shares to GFD. corporate 13 ASIC Form 484: change to company details for GHP for KWM - AM change in shareholding from GFD to New Parent Co. Share Transfer Form Class A Redeemable Preference KWM AM Shares in GHP from GFD to New Parent Co. Share Transfer Form Class Redeemable Preference KWM - AM Shares in GHP from GFD to New Parent Co. Share Transfer Form Class Redeemable Preference KWM - AM Shares in GHP from GFD to New Parent Co. Share Transfer Form - Class Redeemable Preference KWM - AM - Shares in GHP from GFD to New Parent Co. Share Transfer Form - Class Redeemable Preference KWM - AM Shares in GHP from GFD to New Parent Co. Share Transfer Form Class Ordinary Shares in GHP from KWM - AM GFD to New Parent Co. AA New Share Certi?cate Class A Redeemable Preference KWM - AM Shares in GHP King Wood Mallesons 12002865_8 Legal Steps Plan 17 November 2014 52 BB New Share Certi?cate Class Redeemable Preference KWM - AM Shares in GHP CC New Share Certi?cate Class Redeemable Preference KWM - AM - Shares in GHP DD New Share Certi?cate Class Redeemable Preference KWM - AM Shares in GHP EE New Share Certi?cate Class Redeemable Preference KWM - AM Shares in GHP FF New Share Certi?cate Ordinary Shares in GHP KWM - AM Stamp Duty 14 Share sale agreement and share transfer form to be lodged Glencore KWM note: Glencore/PWC to confirm stamp duty with evidence of pre-transaction CRE in corporate/PWC requirements, jurisdictions dependent on relevant landholdings (we understand GHP is incorporated in Victoria). Transfer of Swap Co to GOH 8.3.1 GOH acquires Swap Co from Glencore Finance Bermuda This step has not yet occurred. This step to occur 29 November 2014. KWM note: Steps 8.3.1 and 8.3.2 to now occur before step 6.3 - Glencore to con?rm. Resolutions 1 Resolution of GOH authorising: KWM AM 12035873 PWC comment on step 8.3: execution of the Share Sale Agreement; 0 Value of Swap Co to be confirmed acquisition of shares in Swap Co from Glencore 0 Consider whether any pre-transfer steps Finance Bermuda. should be undertaken distribution of surplus funds) 2 Resolution of Glencore Finance Bermuda authorising: KWM AM 12035941 KWM Note: Glencore corporate and/or foreign Execution of the Share Sale Agreement. (Appleby to counsel to confirm steps for Glencore Finance 0 Transfer of shares in Swap Co to GOH. con?rm) BermUda' 3 Resolution of Swap Co authorising: KWM - AM 12036000 0 Entry of GOH in register of members of Swap Co; 0 Cancellation of all share certi?cates issued to Glencore Finance Bermuda; King Wood Mallesons 12002865_8 Legal Steps Plan 17 November 2014 53 0 Issue of new share certi?cate to GOH. Transaction Documents 4 Share Sale Deed between GOH and Glencore Finance KWM - AM 12036492 KWM Note: GIencore/PwC to confirm Bermuda for the transfer of shares in Swap Co from (Appleby to consideration. Glencore Finance Bermuda to GOH. con?rm) 4A Loan Agreement KWM - AM 12143370 KWM note: Swap 00 value will be known on the day (estimate to be put in resolutions). Loan Agreement for Purchase Price to be drafted. Company Secretarial 5 Share Transfer form for transfer of shares in Swap Co from KWM - AM 12037957 Glencore Finance Bermuda to GOH. (Appleby to con?nn) 6 Issue of new share certi?cate for shares in Swap Co to KWM AM 12038028 GOH. 7 Updated register of members of Swap Co to record transfer Glencore of shares from Glencore Finance Bermuda to GOH. corporate 8 ASIC Form 484: change to company details for Swap Co KWM AM 12143523 KWM Note: Glencore corporate and/or foreign for transfer of shares to GOH. counsel to confirm any regulatory ?ling requirements for Glencore Finance Bermuda. Stamp Duty 9 Share sale agreement and share transfer form to be lodged Glencore KWM note: GIencore/PWC to confirm stamp duty with evidence of pre-transaction CRE in corporate/PWC requirements, jurisdictions dependent on state of incorporation of Swap Co and relevant landholdings. 8.3.2 Glencore Queensland is appointed as the PHC of the GHP MEC group This step has not yet occurred. This step to occur 29 November 2014. 1 Glencore/PWC KWM note: Steps 8.3.1 and 8.3.2 to now occur before step 6.3 Transfer of Glencore Finance 8.4 acquires Glencore Finance from GHP in exchange for debt owing by GOH to GHP King Wood Mallesons 12002865_8 Legal Steps Plan 17 November 2014 This step has not yet occurred. This step will occur 31 October 2014 Resolutions 1 Resolution of GOH authorising: KWM AM 1203202 PWC comment: 0 Execution of the Share Sale Agreement; 0 Value of Glencore Finance to be 0 Acquisition of the shares in Glencore Finance from con?rmed and 0 Consider whether any pre-transfer steps . execution of the Loan Agreement. should be undertaken distribution of surplus funds) KWM note: we understand from Glencore that this step should be that GOH (not Glencore Queensland as shown in the PWC steps plan) acquires Glencore Finance from GHP. KWM note: Glencore to reconsider debt funding if value of GFP exceeds $1b. A Meguid con?rmed 28/10 this would not be the case. 2 Resolution of GHP authorising: KWM - AM 12032024 (also 0 Execution of the Share Sale Agreement; Step 64(2) 0 Transfer of the shares in Glencore Finance to and execution of the Loan Agreement. 3 Resolution of Glencore Finance authorising: KWM - AM 12032509 0 Entry of GOH in the register of members; 0 Cancellation of all share certi?cates issued to 0 Issue of new share certi?cates to GOH. Transaction Documents 4 Share Sale Agreement between GHP and GOH for the KWM AM 1208573 Glencore comment: transfer consideration should transfer of shares in Glencore Finance from GHP to GOH. re?ect book value. Company only has ?nancial assets, so BV FMV. 5 Loan Agreement between GHP and GOH for GHP to loan KWM - MC 12085745 GOH an amount equal to the purchase price under the share sale agreement, repayable with interest. King Wood Mallesons 12002865_8 Legal Steps Plan 17 November 2014 55 Company Secretarial 6 Share Transfer form for the transfer of shares in Glencore KWM - AM Finance from GHP to GOH. 7 Issue new share certi?cate for shares in Glencore Finance KWM AM to GOH. 8 ASIC Form 484: change to company details for Glencore KWM AM Finance for change in shareholding from GHP to GOH. 9 Updated register of members of Glencore Finance to Glencore record transfer of shares from GHP to GOH. corporate Stamp Duty 10 Share sale agreement and share transfer form to be lodged GIencore/PWC KWM note: Glencore/PWC to confirm stamp duty with evidence of pre-transaction CRE in requirements, jurisdictions dependent on state of incorporation of Glencore Finance and relevant landholdings. King Wood Mallesons 12002865_8 Legal Steps Plan 17 November 2014 56 Part 9 Replacement of board of GHP and New Parent Co; MEC group elections Step Description Responsible Document lD Replacement of board of GHP and New Parent Co - Transfer of management and control of GHP 20 November 2014 Comments 9.1 New Parent Co replaces the GHP board with the board of New Parent Co, such that management and control of GHP is transferred to the UK. As a result GHP becomes a tax resident of the UK This step has not yet occurred. Resolutions 1 Board resolution of GHP: Accepting the resignations of Peter Kalkandis, John Burton and Nick Talintyre as directors of GHP (ie. leaving Peter Freyberg alone on Board); 0 Appointing Alex Beard, Warren Blount, Ian Wall, Tim Scott, Annette Challen and Steven Kalmin as directors of GHP. Accepting the resignation of Julian as company secretary Appointing Hinks as company secretary KW MC (Glencore to insert detail) 12134315 (template for Glencore to complete for each incoming director) KWM note: Glencore to ensure that there is at least one Australian resident director for GHP Australian corporations law requirements. KWM note: Glencore has con?rmed GHP board is empowered to appoint/remove directors without shareholder approval. KWM note: Documents will be signed in UK so Glencore to consider Board availability and/or POA. If POA granted in UK, can attorney sign documents in Australia and/or can NT sign as delegate. Company secretarial 2 Consent to act as director from Alex Beard, Warren Blount, KWM AM 12051356 KWM note: General form for Glencore corporate Ian Wall, Tim Scott, Annette Challen and Steven Kalmin. to circulate to each new director. 3 Letter of resignation as director from Peter Kalkandis, Nick KW AM PK - 12051747 Talintyre and John Burton. N1- _12063223 JB 12063224 4 ASIC Form 484: change of company details to notify ASIC KW AM 12051785 KWM note: Glencore to update for director of change of of?ceholders. personal details. KWM note: Glencore tax to con?rm registration and ?ling requirements when GHP becomes a UK King Wood Mallesons 12002865_8 Legal Steps Plan 17 November 2014 57 Step Description Responsible Document ID Comments tax resident. Consent to act as company secretary from Matthew Hinks KWM AM 6 Letter of resignation as company secretary from Julian KWM AM Farrugia MEC group elections Continued existence of the MEC group/appointment of new PHC 9.2 As GHP ceases to be eligible to be a member of the MEC group, Glencore Queensland and XT co and other direct Australian subsidiaries of GHP are elected to be eligible tier-1 companies of the continuing MEC group This step has not yet occurred. 7 KWM note: Glencore tax to con?rm documentary requirements for this election 9.3 Glencore Queensland is appointed as the provisional head company of the MEC group by all the eligible tier-1 companies of the group following the cessation event This step has not yet occurred. 8 KWM note: Glencore tax to con?rm documentary requirements for this appointment King Wood Mallesons 12002865_8 Legal Steps Plan 17 November 2014 58 Part 10 Refinancing debt Part 10.1: Funding Glencore Finance Step Description Responsible Funding Glencore Finance Document ID [29 November 2014] Comments 10.1.0 GIAG loans [$2.45b] to GGFL (Note: Glencore to con?rm whether step is required - where will GGFL get funds from?] This step has not yet occurred. Resolutions 1 KWM note: loan to be provided by Note. 2 KWM note: no resolution required for GIAG. Just a POA. KWM note: Numbers for Part 10 will be set at November 29 to put into the documents. An extra top up Note will be required for the acquisition of ASZA to settle any difference (but GOH will need to loan cash from another entity to issue that Note). 3 4 5 10.1.1 New Parent Co borrows $2.45bn from GGFL This step has not yet occurred. Resolutions 1 Board resolution of New Parent Co authorising execution of loan agreement under which New Parent Co will borrow $3bn from GGFL. KWM note: for all these steps, the funding ties in with funds received from elsewhere. Need to prepare documents so they are signed before 29 November with reference to amounts received under other steps, with the funds to ?ow 10 Business Days later. This will be dif?cult if the amount is to be loaned by Note consider King 8. Wood Mallesons 12002865_8 Legal Steps Plan 17 November 2014 59 Step Description Responsible Document ID Comments whether loan agreement can be entered into with advance payable 10 Business Days after, then issue Note in satisfaction of advance and loan governed by term of Note going forward. Board resolution of GGF authorising execution of loan agreement under which GGFL will loan $3bn to New Parent Co. Transaction documents 3 Loan agreement between New Parent Co and GGFL under which New Parent Co borrows $3bn from GGFL. KWM note: Glenoore/PWC to con?rm loan terms (eg. interest, maturity date, etc) KWM note: loan amount to be advanced by Note does this mean there will just be a Note issue, as opposed to a Loan Agreement? 10.1.2 New Parent Co subscribes for $2.45bn of ordinary shares in GHP This step has not yet occurred. Resolutions 1 Board resolution of New Parent Co authorising application for $3bn of ordinary shares in GHP. KWM note: confirm that if documents are signed Nov 29 by reference to funds received from earlier step, shares can be issued 10 business days later. Board resolution of GHP authorising: 0 issue of $3bn of ordinary shares in GHP to New Parent Co; 0 Issue of new share certi?cate; 0 Registration of share issue to New Parent Co. Company Secretarial 3 Application for $3bn of ordinary shares in GHP executed by New Parent Co. Issue new share certi?cate for $3bn of ordinary shares in GHP to New Parent Co. King Wood Mallesons 12002865_8 Legal Steps Plan 17 November 2014 60 Step Description Responsible Document ID Comments 5 Updated register of members of GHP to record issue of $3bn of ordinary shares to New Parent Co. 6 ASIC Form 484: change of company details for GHP reporting issue of $3bn of ordinary shares to New Parent Co. 7 Payment direction from New Parent Co to GGFL (with copy to GHP) directing GGFL to provide funds direct to GHP. 10.1.3 GHP uses the funds raised by issuing shares to New Parent Co to repay of its $5.4bn debt owing to Glencore Finance This step has not yet occurred. Resolutions 1 Board resolution of GHP authorising: Repayment of debt to Glencore Finance; 0 Execution of acknowledgement deed. PWC comments on step 10.1.3: GHP will repay the remaining portion of its debt at a later step using a distribution from GIPL 2 Board resolution of Glencore Finance: authorising execution of acknowledgement deed. - Acknowledging repayment of debt (in part) by Transaction documents 3 Deed of acknowledgment from Glencore Finance acknowledging repayment of debt (in part) by GHP. KWM note: Glencore to con?rm details of debt. 4 Payment direction from GHP to GGFL (with copies to New Parent Co and Glencore Finance) directing GGFL to provide funds direct to Glencore Finance. KWM note: Glencore to con?rm whether this payment direction should extend to step 10.1.4 also. Re?nancing debt issued by Glencore Finance 10.1.4 Glencore Finance repays $5.4bn of its debt owing to GAH, including the perpetual notes Glencore Finance issued to GAH This step has not yet occurred. Resolutions 1 Board resolution of Glencore Finance authorising: KWM-MK PWC comments on step 10.1.4: King Wood Mallesons 12002865_8 Legal Steps Plan 17 November 2014 61 Step Description Responsible Document ID Comments - repayment of $6.1bn of debt to GAH, including The hedge in GHP group for debt owing redemption of perpetual notes issued to by Glencore Finance should be closed - execution of notice of redemption and acknowledgement deed; Glencore Finance funds the repayment updating register to record redemption of perpetual the rePa'd by GHP and the notes; and balance of Its receivable from GHP [issuing of new/amended certificate to GAH in respect Of any perpetual nOtes nOt redeemedl' out. KWM to check what is required to close out the hedge. note: A Meguid to con?rm comments on this step and perpetual notes (which we assume, subject to confirmation, were those prepared by WM in 2013)] 2 Board resolution of GAH: KWM - MK 0 Acknowledging repayment of $6.1bn of debt by Glencore Finance, including redemption of perpetual notes issued by Glencore Finance; 0 authorising execution of acknowledgement deed; and - authorising delivery of certi?cates in respect of perpetual notes to Glencore Finance. Transaction documents 3 Notice of redemption of perpetual notes signed by KW - MK 12083220 KWM note: we understand from PWC comments Glencore Finance, delivered to GAH and the Registrar in respect of the perpetual notes. on step 10.1.5 that $950m relates to perpetual notes. KWM note: Glencore corporate to con?rm terms of perpetual notes and any provisions for redemption (we would expect intra-group perpetual notes to contain a term allowing redemption by the issuer). As an alternative, if the notes do not provide for a redemption right, the notes may be able to be bought back ?on-market? or the Glencore Finance and GAH (together with any other holders of the notes) could agree to King Wood Mallesons 12002865_8 Legal Steps Plan 17 November 2014 62 Step Description Responsible Document ID Comments amend the terms. The documents described for this step and step 10.1.6 assume that the terms of the notes provide for a right of redemption on the part of the issuer. Assuming these are the notes prepared by KWM for Glencore late 2013, from our brief look at the terms, there is a right to redeem at the option of the Issuer. The lssuer must deliver a notice of its intention to redeem at least 15 days (and no more than 45 days) prior to the redemption date (but see comment in row below about agreeing waiver of notice period). Redemption must be for the Face Value amount of the Note, together with any accrued/deferred interest. If it is intended that less than the face value of a note is to be repaid but the debt cancelled nonetheless, Glencore Finance (Corps Act de?nition) can purchase the notes ?in the open market? (ie. make an offer to the holder) at any price and at any time, following which the Notes may be cancelled in the hands of Glencore Finance. 4 Deed of acknowledgement from GAH acknowledging repayment of debt by Glencore Finance[, including redemption of perpetual notes]. KWM-MK KWM note: Glencore corporate to con?rm details of debt. KWM note: assuming notes are evidenced by entry in a register and the register is conclusive evidence of ownership, the deed of acknowledgment would not strictly be required in respect of the redemption of the notes. However, including an acknowledgement here would do no harm. If the terms of the notes do not provide for redemption, or the redemption/buy?back is done outside the terms (eg. if the terms require a notice period for redemption but this will need to be waived), this deed could acknowledge the waiver of the notice King Wood Mallesons 12002865_8 Legal Steps Plan 17 November 2014 63 Step Description Responsible Document ID Comments period or amendment to the terms to allow for redemption. If an on-market sale is the method used then a short form sale agreement should be included. Company secretarial 5 GAH to deliver certi?cate in respect of the perpetual notes KW - KWM note: KWM to con?rm if it can update to Glencore Finance. Glencore based on register/certi?cates prepared in 2013. corporate 6 Glencore Finance to record redemption of the perpetual KW - notes in notes register. Glencore corporate 7 Glencore Finance to deliver new/amended certificate to KWM - This step will only be necessary to the extent that GAH in respect of any notes not redeemed. Glencore less than all notes held by GAH are to be corporate redeemed. 10.1.5 GHP repays a portion of the debt it now owes to GAH by assigning the $310m GQL receivable and $206m GOH receivable to GAH (these receivables arose from the transfer of Xstrata Technology to GQL (step 6.1) and the transfer of GFP to GOH (step 8.4) This step is to occur 29 November 2014 Resolutions 1 KWM note: this is assignment of the step 6.1/8.4 receivables. Glencore has con?rmed that the values for 31 October are: - Xstrata Technology $309,955,320 - GFP $242,312,195 0301th King Wood Mallesons 12002865_8 Legal Steps Plan 17 November 2014 Step Description Responsible Document ID Comments Funding Glencore Queensland 10.1.6 GHP uses the balance of the funds it received from New Parent Co (c $200m) to subscribe for ordinary shares in GQL. This step is to occur 29 November 2014 1 KWM note: these new shares will need to be tracked through to transfer of GQL in later steps (will this number is known at signing??) Part 10.2: Refinancing internal debt issued by GAIH [29 November 2014] Step Description Responsible Document ID Comments Funding of GHP (including contributions of perpetual notes) 10.2.1 GGFL loans $4.6bn to New Parent Co This step has not yet occurred. Resolutions King 8. Wood Mallesons Legal Steps Plan 55 12002865_8 17 November 2014 Step Description Responsible Document ID Comments 1 Board resolution of GGFL authorising execution of loan KWM note: the numbers for this step will be agreement under which GGFL will loan $4.6bn to New known at signing. Resolutions to provide for Parent Co. estimate. KWM note: Glencore to con?rm where GGFL gets this funding from? Is another step needed? KWM note: Jay to confirm whether perpetual and discount note amounts are fixed in spreadsheet now. 2 Board resolution of New Parent Co authorising execution of loan agreement under which New Parent Co will borrow $4.6bn from GGFL. Transaction documents 3 Loan agreement between New Parent Co and GGFL under which New Parent Co borrows $4.6bn from GGFL. KWM note: Glencore to con?rm loan terms. 10.2.2 New Parent Co uses the funds to subscribe for shares in GHP This step has not yet occurred. Resolutions 1 Board resolution of New Parent Co authorising the application for shares in GHP. KWM note: confirm that subscription documents will be signed Nov 29 with shares to be issued 10 business days later. Board resolution of GHP authorising: 0 Issue of shares to New Parent Co; 0 Issue of share certi?cate to New Parent Co; 0 Update of the register of members to reflect the issue of shares to New Parent Co. Company Secretarial 3 Payment direction from New Parent Co to GGFL directing GGFL to pay funds (step 10.2.1) direct to GHP. King Wood Mallesons 12002865_8 Legal Steps Plan 17 November 2014 66 Step Description Responsible Document ID Comments Application for shares in GHP executed by New Parent Co. 4 5 New share certi?cate to New Parent Co. 6 Updated register of members to reflect issue of shares to New Parent Co. 7 ASIC Form 484: change of company details for GHP to re?ect issue of shares to New Parent Co. 10.2.3 GHP uses $1.8bn of the funding provided by New Parent Co to acquire the GAIH perpetual notes from GFD This step has not yet occurred. Resolutions 1 Board resolution of GHP authorising: KWM - MK KWM note: Glencore to con?rm perpetual notes 0 Execution of the Perpetual Notes Sale Agreement; 'ssued by GAIH to GF '3 that part Of the 59?? of etual notes not redeemed under ste Execution of the transfer form in respect of the maggpabove. these numbers may ?uctuage Perpetual ?OtesJ depending on whether step 10.1.6 occurs. 0 Acquisition of the perpetual notes from GFD. KWM note: Glencore corporate to con?rm terms of perpetual notes and any provisions for transfer. Glencore corporate to con?rm number of perpetual notes in series (and identifying numbers) to be transferred. These numbers/identi?ers will need to be speci?ed in the documents for this step. 2 Board resolution of GFD authorising: KW MK (LL - Execution of the Perpetual Notes Sale Agreement; (DUbai) to reVieW) Execution of the transfer form in respect of the perpetual notes; 0 Transfer of the perpetual notes to GHP. 3 Board resolution of GAIH authorising the update of the KW MK notes register to reflect the transfer of the perpetual notes from GFD to GHP and delivery of certi?cate to GHP [and in respect of the perpetual notes the subject of the transfer. King Wood Mallesons Legal Steps Plan 57 12002865_8 17 November 2014 Step Description Transaction documents Responsible Document ID Comments 4 Perpetual Notes Sale Agreement between GFD and GHP. KWM MK (LL [Included in transfer form] (Dubai) to review) Company secretarial 5 Perpetual notes transfer form (executed by GFD and KW MK (LL 12083534 KWM note: a transfer form is usually GHP). (Dubai) to review) annexed/scheduled to the deed poll/trust deed constituting the notes. 6 GFD to deliver transfer form and certi?cate in respect of the Glencore perpetual notes to GAIH corporate 7 GAIH to enter transfer of the perpetual notes perpetual Glencore KWM note: KWM to con?rm if it can update notes from GFD to GHP in the notes. corporate based on register/certi?cates reviewed. 8 GAIH to deliver certi?cate to GHP in respect of the Glencore 12083654 perpetual notes the subject of the transfer. corporate (certi?cate to GHP) 9 to deliver certi?cate to GFD in respect of any Glencore This step will only be necessary to the extent that perpetual notes not the subject of the transfer.] corporate less than all notes held by GFD are to be transferred to GHP. Stamp duty 10 KWM note: Glencore tax/PWC to con?rm any stamp duty payable on transfer of notes. Acquisition of discount notes issued by GAIH 10.2.4 GHP uses the balance of the funds it raised by issuing shares to New Parent Co to acquire the GAIH discount notes held by GGFL This step has not yet occurred. Resolutions 1 Board resolution of GHP authorising: Execution of the Discount Notes Sale Agreement; - Execution of the transfer form in respect of the GAIH discount notes; KWM-MK KWM note: see email from A Meguid to Coall 17/10/14 for copies of Discount Notes A and B. A Meguid to con?rm whether amount of Discount Note A has been reduced. current balance ~1.3b as there was a repayment in August. King Wood Mallesons 12002865_8 Legal Steps Plan 17 November 2014 68 Step Description 0 Acquisition of the GAIH discount notes from GGFL. Responsible Document ID Comments 2 Board resolution of GGFL authorising: KWM MK (LL 0 Execution of the Discount Notes Sale Agreement; mum?) to reV'eW) Execution of the transfer form in respect of the discount notes; 0 Transfer of the GAIH discount notes to GHP. 3 Board resolution of GAIH authorising the update of the KW - MK notes register to reflect the transfer of discount notes from GGFL to GHP and delivery of certificate to GHP [and in respect of the perpetual notes the subject of the transfer. Transaction documents 4 Discount Notes Sale Agreement between GGFL and GHP. KWM MK (LL (Dubai) to review) Company secretarial 5 Transfer form in respect of the GAIH discount notes KWM MK (LL 12083755 (executed by GGFL and GHP). (Dubai) to review) 6 GGFL to deliver transfer form and certificate in respect of Glencore discount notes to GAIH corporate 7 GAIH to enter transfer of GAIH discount notes from GGFL Glencore KWM note: KWM to con?rm if it can update to GHP in the GAIH discount notes register. corporate based on register/certi?cates reviewed. 8 GAIH to deliver certi?cate to GHP in respect of the Glencore perpetual notes the subject of the transfer. corporate 9 to deliver certi?cate to GGFL in respect of any Glencore This step will only be necessary to the extent that perpetual notes not the subject of the transfer.] corporate less than all notes held by GFD are to be transferred to GHP. Stamp duty 10 KWM note: Glencore tax/PWC to con?rm any stamp duty payable on transfer of notes. King Wood Mallesons 12002865_8 Legal Steps Plan 17 November 2014 69 King Wood Mallesons 12002865_8 Legal Steps Plan 17 November 2014 70 Part 11 – REMOVED Part 12 – REMOVED Part 13 – REMOVED  King & Wood Mallesons 12002865_8 Legal Steps Plan 17 November 2014 71 Part 14 Use of surplus funds in Chile for Glencore Queensland; Glencore Queensland consolidated group Part 14.1: Use of surplus funds in Chile to acquire Class shares in Glencore Queensland Step Description Acquisition of Class shares in Glencore Queensland Responsible Document lD [30 November 2014] Comments 14.1.1 Chile Holdco loans [$534m] of its surplus cash (in the form of a receivable from GIAG) to UK Newco, a wholly-owned subsidiary of Glencore Holdings (Bermuda) This step has not yet occurred. Resolutions 1 Board resolution of Chile Holdco authorising execution of KW - AM 12144155 KWM note: Glencore corporate and/or relevant loan agreement under which Chile Holdco will loan [$450m] foreign counsel to con?rm requirements for Chile to UK Newco with advance of funds to be satis?ed by Holdco, UK Newco and GIAG. assignment of GIAG receivable to UK Newco. KWM note; Glencore to confirm nature of receivable (P Note?). This number will be locked in. If Note, Glencore to confirm whether it needs to be split. See email from A Meguid 6/11 around 2pm they are loan agreements for greater amount. Glencore to consider whether they can be split or assign in part (may be messy) KWM note: this step now to occur after 14.1.2 and before 14.1.3 2 Board resolution of UK Newco authorising execution of a KW - AM 12144317 loan agreement under which UK Newco will borrow [$450m] from Chile Holdco with advance of funds to be satis?ed by the assignment of the GIAG receivable to UK Newco. Transaction documents 3 Loan agreement between Chile Holdco and UK Newco KW - AM 12144342 PWC comment on step 14.1.1: The loan should under which UK Newco borrows [$450m] from Chile Holdco. Funds to be advanced by assignment of GIAG receivable to UK Newco be USD denominated and have a short term. KWM note: Glencore/PWC to con?rm loan terms. KWM note: loan agreement with initial advance to be satis?ed by assignment of GIAG receivable. King Wood Mallesons 12002865_8 Legal Steps Plan 17 November 2014 72 Step Description Responsible Document ID Comments 4 Notice of assignment of GIAG receivable signed by Chile KWM - AM 12145058 Holdco Company secretarial 5 Delivery of notice of assignment of GIAG receivable to Glencore GIAG, copy to UK Newco Corporate 14.1.2 GHP subscribes for [$0.53bn] of Class ordinary shares in Glencore Queensland This step has not yet occurred. Resolutions 1 Board resolution of Glencore Queensland authorising: 0 Issue of [$0.45bn] Class ordinary shares to 0 Issue of new share certi?cate to - Updating the register of members to re?ect the issue of [$0.45bn] Class ordinary shares to GHP. KWM-AM 12144534 PWC comment on step 14.1.2: 0 The Class ordinary shares should carry exactly the same rights as the Class A ordinary shares 0 Consideration for the shares should be left outstanding. GHP will use the consideration for disposing of the shares in later steps to repay its debt owing to Glencore Queensland KWM note: Glencore corporate to con?rm classi?cation of existing ordinary shares. Further documentation (eg. Glencore Queensland Member or Board resolutions) may be required to reclassify existing ordinary shares as Class A ordinary shares. KWM note: consider whether just to call new shares Class A ordinary shares. KWM note: payment of subscription price deferred until after sale of class shares to UK Newco occurs - UK Newco will assign the GIAG receivable to GHP as consideration and GHP will assign to GQL as payment of the subscription price (GQL will assign to in repayment of debt see part 16/18). King Wood Mallesons 12002865_8 Legal Steps Plan 17 November 2014 73 Step Description Responsible Document ID Comments 2 Board resolution of GHP authorising the application for KWM - AM 12144607 [$0.45bn] Class ordinary shares in Glencore Queensland. Company secretarial 3 Subscription Agreement and Application for [$0.45bn] KWM - AM Application: Class ordinary shares in Glencore Queensland executed 12144661 by GHP and Glencore Queensland. Sub Agrmt; 12145096 4 Issue new share certi?cate for [$0.45bn] Class ordinary KW - AM 12144728 shares to GHP. 5 Updated register of members of Glencore Queensland to Glencore re?ect issue of [$0.45bn] Class ordinary shares to GHP. Corporate 6 ASIC Form 484: change of company details for Glencore KW - AM Queensland to re?ect issue of [$0.45bn] Class ordinary shares to GHP. 7 Payment direction from Glencore Queensland to GHP KWM note: [see part 16] directing GHP to pay funds to [Glencore Finance] 8 Notice of assignment of GIAG Receivable to GQL signed KWM by GHP 14.1.3 GHP transfers the Class shares in Glencore Queensland to UK Newco. UK Newco funds the acquisition using its loan from Chile Holdco This step has not yet occurred. This step must occur at 12:00am 30 November 2014 Resolutions King Wood Mallesons Legal Steps Plan 12002865_8 17 November 2014 Step Description Responsible Document ID Comments 1 Board resolution of GHP authorising: KWM - AM 12144748 KWM note: as UK Newco is to fund the Execution of the share sale agreement between GHP acqu's't'on ?5mg _'t5 loan from Ch"? H?Id??v we and UK Newco; have prepared this step on the basrs that UK Newco will assign the GIAG receivable to GHP. 0 Transfer of the Class ordinary shares in Glencore Glencore/PWC to con?rm Glencore corporate QueenSIand to UK Newco? and/or relevant foreign counsel to con?rm steps 0 Transfer consideration to be satis?ed by assignment for UK Newco, GIAG, Chile Holdoo. 0f GIAG rece'vab'e to GHP- KWM note: payment direction from Uk newco and remaining companies for GIAG to pay cash direct to 2 Board resolution of UK Newco authorising: KWM - AM 12144830 - Execution of the share sale agreement between GHP and UK Newco; 0 Acquisition of the Class ordinary shares in Glencore Queensland from 0 Transfer consideration to be satis?ed by assignment of GIAG receivable to GHP. 3 Board resolution of Glencore Queensland authorising: KW - AM 12144889 0 Cancellation of the Class ordinary share certi?cate issued to 0 Issue of a new share certi?cate for Class ordinary shares to UK Newco; 0 Update of the register of members to reflect the transfer of Class ordinary shares from GHP to UK Newco. Transaction documents 4 Share sale agreement between GHP and UK Newco for KWM - AM 12145024 PWC comment on step 14.1.3: The SPA should the transfer of Class ordinary shares in Glencore Queensland from GHP to UK Newco. effect the transfer of the Class shares at exactly midnight Australian time on a month end. Glencore to con?rm this should be 11:59pm on 30 November 2014. King Wood Mallesons 12002865_8 Legal Steps Plan 17 November 2014 75 Step Description Responsible Document ID Comments 5 Notice of assignment of GIAG receivable signed by UK KWM - AM 12145072 Newco Company secretarial 6 Delivery of notice of assignment of GIAG receivable to Glencore GIAG, copy to Chile Holdco and UK Newco Corporate 7 Share Transfer form for the transfer of Class ordinary KWM - AM 12145084 shares in Glencore Queensland from GHP to UK Newco. 8 Issue new share certi?cate for Class ordinary shares to KWM - AM 12145091 UK Newco. 9 Updated register of members of Glencore Queensland to Glencore record transfer of Class ordinary shares from GHP to UK Corporate Newco. 10 ASIC Form 484: change to company details for Glencore KWM - AM Queensland to re?ect transfer of Class ordinary shares from GHP to UK Newco. Stamp duty 11 KWM Note: Glencore/PWC to con?rm any stamp duty Iodgments for transfer of shares in Glencore Queensland. Part 14.2: Glencore Queensland forms a consolidated group [12am 30 November 2014] Step Description Responsible Document ID Comments Forming a consolidated group 14.2 Glencore Queensland elects to form a consolidated group with all of its Australian subsidiaries This step has not yet occurred. King Wood Mallesons Legal Steps Plan 75 12002865_8 17 November 2014 Step Description Responsible Document ID Comments 1 KWM note: Glencore tax to con?rm documentary requirements for this step Part 14.3: Rationalising GIPL group 1 December 2014] Step Description Responsible Document ID Comments Transfer of the ET-1 companies in the GIPL group to GIPL 14.3 GIAG and the other owners of the GIPL ET-1 companies transfer the GIPL ET-1 companies (other than GIPL) to GIPL This step has not yet occurred. Resolutions 1 Board resolution of GIAG authorising: KWM - JB 12143998 KWM note: step 14.3 must be done before 14.4. Execution of the Share Sale Agreement KWM note: no resolution required for GIAG. Just 0 Transfer of shares in Glencore Grain and Glencore 3 FDA Australia to GIPL. 2 Board resolution of Glencore Investment authorising: KWM - JB 12144798 KWM note: We understand from Glencore that Execution of the Share Sale Agreement (Glencore these eht't'?? may be wound_ up 'n the Mmara Investment); reorganisation. However, this may not occur prior to the general reorganisation. The Minara team 0 Transfer of shares In Glencore Nickel, Amshell and have indicated that following deregistration? the BadgeIOt to group will consist of the following companies: 0 Glencore Investment Pty 0 Minara Resources Pty Murrin Murrin Holdings Pty 0 Glenmurrin Pty 0 Murrin Murrin Operations Pty 0 Minara Pastoral Holdings Pty - Yundamindra Pastoral Holdings Pty King Wood Mallesons Legal Steps Plan 77 12002865_8 17 November 2014 Step Description Responsible Document ID Comments 3 Board resolution of Singpac authorising: KWM - JB 12144860 0 Execution of the Share Sale Agreement (Singpac); 0 Transfer of shares in Glencopper NT, NSW Base Metals, Copper NT, Glencopper SA, Cyprium, Copper SA and Glencopper NSW to GIPL. 4 Board resolution of Glencobar authorising: KW - JB 12145063 0 Execution of the Share Sale Agreement (Glencobar); - Transfer of shares in Cadelan and Glideco to GIPL. 5 Board resolution of GIBV authorising: KW - JB 12145068 0 Execution of the Share Sale Agreement 0 Transfer of shares in Cuprum to GIPL. 6 Board resolution of Renaisco authorising: KWM - JB 12145078 0 Execution of the share sale agreement (Renaisco); - Transfer of shares in Glencore Land to GIPL. 7 Board resolution of GIPL authorising: KWM - JB 12145085 0 Execution of the Share Sale Agreements with GIAG, Glencore Investment, Singpac, Glencobar, GIBV and Renaisco; 0 Acquisition of shares in: Glencore Grain, Glencore Australia, Glencore Nickel, Amshell, Badgelot, Glencopper NT, NSW Base Metals, Copper NT, Glencopper SA, Cyprium, Copper SA, Glencopper NSW, Cadelan, Glideco, Cuprurn and Glencore Land. 8 Board resolution of Glencore Grain authorising: KW - JB 12147858 - Cancellation of share certi?cates issued to 0 Issue of new share certi?cate to 0 Update of the register of members to reflect transfer of shares from GIAG to GIPL. King Wood Mallesons Legal Steps Plan 12002865_8 17 November 2014 78 Step Description 9 Board resolution of Glencore Australia authorising: Cancellation of share certi?cates issued to Issue of new share certi?cate to Update of the register of members to reflect transfer of shares from GIAG to GIPL. Responsible KWM-JB Document ID 12149325 Comments 10 Board resolution of Glencore Nickel authorising: Cancellation of share certi?cates issued to Glencore Investment; Issue of new share certi?cate to Update of the register of members to reflect transfer of shares from Glencore Investment to GIPL. KWM-JB 12149336 11 Board resolution of Amshell authorising: Cancellation of share certi?cates issued to Glencore Investment; Issue of new share certi?cate to Update of the register of members to reflect transfer of shares from Glencore Investment to GIPL. KWM-JB 12149348 12 Board resolution of Badgelot authorising: Cancellation of share certi?cates issued to Glencore Investment; Issue of new share certi?cate to Update of the register of members to reflect transfer of shares from Glencore Investment to GIPL. KWM-JB 12149355 13 Board resolution of Glencopper NT authorising: Cancellation of share certi?cates issued to Singpac; Issue of new share certi?cate to Update of the register of members to reflect transfer of shares from Singpac to GIPL. KWM-JB 12149360 King Wood Mallesons Legal Steps Plan 12002865_8 17 November 2014 79 Step Description Responsible Document ID Comments 14 Board resolution of NSW Base Metals authorising: KWM - JB 12149377 0 Cancellation of share certi?cates issued to Singpac; 0 Issue of new share certi?cate to 0 Update of the register of members to reflect transfer of shares from Singpac to GIPL. 15 Board resolution of Copper NT authorising: KWM - JB 12149382 0 Cancellation of share certi?cates issued to Singpac; 0 Issue of new share certi?cate to 0 Update of the register of members to reflect transfer of shares from Singpac to GIPL. 16 Board resolution of Glencopper SA authorising: KWM - JB 12149384 0 Cancellation of share certi?cates issued to Singpac; 0 Issue of new share certi?cate to 0 Update of the register of members to reflect transfer of shares from Singpac to GIPL. 17 Board resolution of Cyprium authorising: KW - JB 12149390 0 Cancellation of share certi?cates issued to Singpac; 0 Issue of new share certi?cate to - Update of the register of members to reflect transfer of shares from Singpac to GIPL. 18 Board resolution of Copper SA authorising: KWM - JB 12149391 Cancellation of share certi?cates issued to Singpac; 0 Issue of new share certi?cate to 0 Update of the register of members to reflect transfer of shares from Singpac to GIPL. King Wood Mallesons Legal Steps Plan 12002865_8 17 November 2014 80 Step Description Responsible Document ID Comments 19 Board resolution of Glencopper NSW authorising: KWM - JB 12149401 0 Cancellation of share certi?cates issued to Singpac; 0 Issue of new share certi?cate to 0 Update of the register of members to reflect transfer of shares from Singpac to GIPL. 20 Board resolution of Cadelan authorising: KWM - JB 12149406 0 Cancellation of share certi?cates issued to Glencobar; 0 Issue of new share certi?cate to 0 Update of the register of members to reflect transfer of shares from Glencobar to GIPL. 21 Board resolution of Glideco authorising: KWM - JB 12149418 0 Cancellation of share certi?cates issued to Glencobar; 0 Issue of new share certi?cate to 0 Update of the register of members to reflect transfer of shares from Glencobar to GIPL. 22 Board resolution of Cuprum authorising: KWM - JB 12149423 0 Cancellation of share certi?cates issued to 0 Issue of new share certi?cate to - Update of the register of members to reflect transfer of shares from GIBV to GIPL. 23 Board resolution of Glencore Land authorising: KWM - JB 12149434 Cancellation of share certi?cates issued to Renaisco; 0 Issue of new share certi?cate to 0 Update of the register of members to reflect transfer of shares from Renaisco to GIPL. Transaction documents King Wood Mallesons Legal Steps Plan 12002865_8 17 November 2014 81 Step Description Responsible Document ID Comments 24 Share Sale Agreement (GIAG) between GIPL and GIAG KWM - JB 12144079 Glencore comment: transfer consideration under for transfer of shares in Glencore Grain and Glencore Note; each Share Sale Agreement should re?ect FMV. AUStra"a to GIPL 12144341 KWM note: Share Sale Deed to provide for nominal consideration (if no value) or Estimated Purchase Price and Adjustment Amount. Payment of consideration deferred until 10 Business Days later. Issue Note at that date for the full Purchase Price (Estimated Purchase Price as adjusted). 25 Share Sale Agreement (Glencore Investment) between KWM - JB 12145183 Transfer for nominal value no Note required GIPL and Glencore Investment for transfer of shares in (but unsettled draft at 12149019). Glencore Nickel, Amshell and Badgelot to GIPL. 26 Share Sale Agreement (Singpac) between GIPL and KWM - JB 12145186 Transfer for nominal value no Note required Singpac for transfer of shares in Glencopper NT, NSW (but unsettled draft at 12149036). Base Metalsv copper Glencopper SA: Cyprium: KWM note: Glencore has instructed (12/ 11) that copper SA and Glencopper NSW to GIPL Singapore counsel sign-off is not required for this step. 27 Share Sale Agreement (Glencobar) between GIPL and KWM - JB 12146020 Glencobar for transfer of shares in Cadelan and Glideco to note; 12149051 GIPL. 28 Share Sale Agreement (GIBV) between GIPL and GIBV for KWM - JB 12146042 Transfer for nominal value no Note required transfer of shares in Cuprum to GIPL. (but unsettled draft at 29 Share Sale Agreement (Renaisco) between GIPL and KWM - JB 12146165 Transfer for nominal value no Note required Renaisco for transfer of shares in Glencore Land to GIPL. (but unsettled draft at 12149091) Company secretarial 30 Share Transfer form for the transfer of shares in Glencore KWM - JB 12154768 Grain from GIAG to GIPL. 31 Issue new share certi?cate for Glencore Grain to GIPL. KWM - JB 12155477 32 Updated register of members of Glencore Grain to record Glencore transfer of shares from GIAG to GIPL. corporate King Wood Mallesons 12002865_8 Legal Steps Plan 17 November 2014 82 Step Description Responsible Document ID Comments 33 ASIC Form 484 change to company details for Glencore KWM - JB 12155470 Grain to re?ect transfer of shares from GIAG to GIPL. 34 Share Transfer form for the transfer of shares in Glencore KW - JB 12155782 Australia from GIAG to GIPL. 35 Issue new share certi?cate for Glencore Australia to GIPL. KWM - JB 12155787 36 Updated register of members of Glencore Australia to Glencore record transfer of shares from GIAG to GIPL. corporate 37 ASIC Form 484 change to company details for Glencore KW - JB 12155800 Australia to re?ect transfer of shares from GIAG to GIPL. 38 Share Transfer form for the transfer of shares in Glencore KWM - JB 12155844 Nickel from Glencore Investment to GIPL. 39 Issue new share certi?cate for Glencore Nickel to GIPL. KW - JB 12155853 40 Updated register of members of Glencore Nickel to record Glencore transfer of shares from Glencore Investment to GIPL. corporate 41 ASIC Form 484 change to company details for Glencore KWM - JB 12155860 Nickel to reflect transfer of shares from Glencore Investment to GIPL. 42 Share Transfer form for the transfer of shares in Amshell KWM - JB 12155913 from Glencore Investment to GIPL. 43 Issue new share certi?cate for Amshell to GIPL. KWM - JB 12155921 44 Updated register of members of Amshell to record transfer Glencore of shares from Glencore Investment to GIPL. corporate 45 ASIC Form 484 change to company details for Amshell to KWM - JB 12155917 re?ect transfer of shares from Glencore Investment to GIPL. 46 Share Transfer form for the transfer of shares in Badgelot KWM - JB 12155934 from Glencore Investment to GIPL. 47 Issue new share certi?cate for Badgelot to GIPL. KW - JB 12155923 King Wood Mallesons Legal Steps Plan 12002865_8 17 November 2014 83 Step Description Responsible Document ID Comments 48 Updated register of members of Badgelot to record transfer Glencore of shares from Glencore Investment to GIPL. corporate 49 ASIC Form 484 change to company details for Badgelot KW - JB 12155931 to reflect transfer of shares from Glencore Investment to GIPL. 50 Share Transfer form for the transfer of shares in KW - JB 12155998 Glencopper NT from Singpac to GIPL. 51 Issue new share certi?cate for Glencopper NT to GIPL. KWM - JB 12156015 52 Updated register of members of Glencopper NT to record Glencore transfer of shares from Singpac to GIPL. corporate 53 ASIC Form 484 change to company details for KWM - JB 12156022 Glencopper NT to re?ect transfer of shares from Singpac to GIPL. 54 Share Transfer form for the transfer of shares in NSW KWM - JB 12156082 Base Metals from Singpac to GIPL. 55 Issue new share certi?cate for NSW Base Metals to GIPL. KWM - JB 12156095 56 Updated register of members of NSW Base Metals to Glencore record transfer of shares from Singpac to GIPL. corporate 57 ASIC Form 484 change to company details for NSW KW - JB 12156089 Base Metals to re?ect transfer of shares from Singpac to GIPL. 58 Share Transfer form for the transfer of shares in Copper KW - JB 12156853 NT from Singpac to GIPL. 59 Issue new share certi?cate for Copper NT to GIPL. KWM - JB 12156794 60 Updated register of members of Copper NT to record Glencore transfer of shares from Singpac to GIPL. corporate 61 ASIC Form 484 change to company details for Copper KWM - JB 12156884 NT to reflect transfer of shares from Singpac to GIPL. 62 Share Transfer form for the transfer of shares in KWM - JB 12156858 Glencopper SA from Singpac to GIPL. King Wood Mallesons 12002865_8 Legal Steps Plan 17 November 2014 Step Description Responsible Document ID Comments 63 Issue new share certi?cate for Glencopper SA to GIPL. KWM - JB 12156798 64 Updated register of members of Glencopper SA to record Glencore transfer of shares from Singpac to GIPL. corporate 65 ASIC Form 484 - change to company details for KWM - JB 12156891 Glencopper SA to re?ect transfer of shares from Singpac to GIPL. 66 Share Transfer form for the transfer of shares in Cyprium KWM - JB 12156860 from Singpac to GIPL. 67 Issue new share certi?cate for Cyprium to GIPL. KWM - JB 12156803 68 Updated register of members of Cyprium to record transfer Glencore of shares from Singpac to GIPL. corporate 69 ASIC Form 484 change to company details for Cyprium KW - JB 12156893 to reflect transfer of shares from Singpac to GIPL. 70 Share Transfer form for the transfer of shares in Copper KWM - JB 12156862 SA from Singpac to GIPL. 71 Issue new share certi?cate for Copper SA to GIPL. KWM - JB 12156806 72 Updated register of members of Copper SA to record Glencore transfer of shares from Singpac to GIPL. corporate 73 ASIC Form 484 change to company details for Copper KWM - JB 12156897 SA to re?ect transfer of shares from Singpac to GIPL. 74 Share Transfer form for the transfer of shares in KW - JB 12156865 Glencopper NSW from Singpac to GIPL. 75 Issue new share certi?cate for Glencopper NSW to GIPL. KWM - JB 12156812 76 Updated register of members of Glencopper NSW to Glencore record transfer of shares from Singpac to GIPL. corporate 77 ASIC Form 484 change to company details for KW - JB 12156899 Glencopper NSW to re?ect transfer of shares from Singpac to GIPL. King Wood Mallesons Legal Steps Plan 12002865_8 17 November 2014 85 Step Description Responsible Document ID Comments 78 Share Transfer form for the transfer of shares in Cadelan KWM - JB 12156867 from Glencobar to GIPL. 79 Issue new share certi?cate for Cadelan to GIPL. KW - JB 12156833 80 Updated register of members of Cadelan to record transfer Glencore of shares from Glencobar to GIPL. corporate 81 ASIC Form 484 change to company details for Cadelan KWM - JB 12156900 to reflect transfer of shares from Glencobar to GIPL. 82 Share Transfer form for the transfer of shares in Glideco KW - JB 12156872 from Glencobar to GIPL. 83 Issue new share certi?cate for Glideco to GIPL. KWM - JB 12156838 84 Updated register of members of Glideco to record transfer Glencore of shares from Glencobar to GIPL. corporate 85 ASIC Form 484 change to company details for Glideco to KWM - JB 12156901 re?ect transfer of shares from Glencobar to GIPL. 86 Share Transfer form for the transfer of shares in Cuprum KWM - JB 12156876 from GIBV to GIPL. 87 Issue new share certi?cate for Cuprum to GIPL. KW - JB 12156841 88 Updated register of members of Cuprum to record transfer Glencore of shares from GIBV to GIPL. corporate 89 ASIC Form 484 change to company details for Cuprum to KWM - JB 12156907 re?ect transfer of shares from GIBV to GIPL. 90 Share Transfer form for the transfer of shares in Glencore KWM - JB 12156881 Land from Renaisco to GIPL. 91 Issue new share certi?cate for Glencore Land to GIPL. KWM - JB 12156845 92 Updated register of members of Glencore Land to record Glencore transfer of shares from Renaisco to GIPL. corporate 93 ASIC Form 484 change to company details for Glencore KWM - JB 12156913 Land to re?ect transfer of shares from Renaisco to GIPL. King Wood Mallesons Legal Steps Plan 12002865_8 17 November 2014 86 Step Description Responsible Document ID Comments Stamp duty 94 Share sale agreements and share transfer forms to be KWM note: Glencore/PWC to confirm stamp duty lodged with evidence of pre-transaction CRE in requirements. Part 14.4: Transfer of GIPL to GHP Step Description Transfer of GIPL to GHP Responsible Document ID [1 December 2014] Comments 14.4 GIAG transfers GIPL to GHP [for cash consideration] This step has not yet occurred. Resolutions 1 Resolution of GHP authorising: Execution of the Share Sale Agreement; 0 Acquisition of the shares in GIPL from GIAG. 12143152 Resolution of GIAG authorising: Execution of the Share Sale Agreement; 0 Transfer of the shares in GIPL to GHP. 12143198 KWM note: no resolution required for GIAG. Just a POA. Resolution of GIPL authorising: 0 Entry of GHP in the register of members; 0 Cancellation of all share certi?cates issued to 0 Issue of new share certi?cates to GHP. 12143222 Transaction documents King Wood Mallesons 12002865_8 Legal Steps Plan 17 November 2014 Step Description Responsible Document ID Comments 4 Share Sale Agreement between GIAG and GHP for the 12143282 PWC comment on step 14.4: We understand that transfer of shares in GIPL from GIAG to GHP. the value of the GIPL group is nominal Glencore comment: transfer consideration to re?ect FMV. KWM note: transfer for nominal consideration. Company secretarial 5 Share Transfer form for the transfer of shares in GIPL from 12143305 GIAG to GHP. Issue new share certi?cate for shares in GIPL to GHP. 12143561 Updated register of members of GIPL to record transfer of shares from GIAG to GHP. 8 ASIC Form 484 - change to company details for GIPL for 12143556 change in shareholding from GIAG to GHP. Stamp duty 9 Share sale agreements and share transfer forms to be KWM note: Glencore/PWC to confirm stamp duty lodged with evidence of pre-transaction CRE in requirements. Part 14.5: GHP forms a new Australian subsidiary [Completed] Step Description Responsible Document ID Comments GHP forms a new Australian subsidiary 14.5 GHP incorporates a new company with nominal capital (New Aus Co) This step has occurred pre-31 October 2014. 1 Glencore KWM note: Glencore has con?rmed that New Aus corporate Co will be a Bermudan entity. Glencore corporate to liaise with Applebys for incorporation. King 8. Wood Mallesons Legal Steps Plan 88 12002865_8 17 November 2014 Part 14.6: Transfer of Glencore Queensland to New Aus Co [1 December 2014] Step Description Responsible Document ID Comments Transfer of Glencore Queensland to New Aus Co 14.6 GHP and UK Newco exchange the shares they hold in Glencore Queensland for shares in New Aus Co This step has not yet occurred. Resolutions 1 Board resolution of GHP authorising: KW - MC 12143896 KWM note: PWC have comments that the issue 0 Execution of Share Sale Agreement with New Aus Co; ?f Shares Show?! 09cm before the tranSfer 0? . relation to the Signing of resolutions and/or King? Of Shares "1 Glencore QueenSIand to New transfer forms and updating of share registers. 0 Application for shares in New Aus Co. 2 Board resolution of UK Newco authorising: KWM - MC 12144513 0 Execution of Share Sale Agreement with New Aus Co; 0 Transfer of shares in Glencore Queensland to New Aus Co; 0 Application for shares in New Aus Co. 3 Board resolution of Glencore Queensland authorising: KWM - MC 12144547 0 Cancellation of share certi?cates issued to GHP and UK Newco; 0 Issue of new share certi?cates to New Aus Co; 0 Update of the register of members to reflect the transfer of shares from GHP to New Aus Co and from UK Newco to New Aus Co. King 8. Wood Mallesons Legal Steps Plan 12002865_8 17 November 2014 Step Description Board resolution of New Aus Co authorising: Execution of the Share Sale Agreements with GHP and UK Newco and acquisition of the shares in Glencore Queensland under them; 0 Issue of new shares to GHP and UK Newco; 0 Issue of new share certi?cates to GHP and UK Newco; 0 Update register of members for issue of shares to GHP and UK Newco. Responsible KWM-MC Document ID 12144310 Comments 4A New Aus Co shareholder resolution to increase authorized share capital. KWM-MC 1 21 57994 Transaction documents 5 Share Sale Agreement between GHP and New Aus Co for the transfer of shares in Glencore Queensland from GHP to New Aus Co. KWM-MC 12144569 Glencore comment: transfer consideration to re?ect Everest Clermont values. KWM note: share for share issue new shares should be issued for USD1 each. Share Sale Agreement between UK Newco and New Aus Co for the transfer of shares in Glencore Queensland from UK Newco to New Aus Co. KWM-MC 12144630 Company secretarial 7 Share transfer form for transfer of shares in Glencore Queensland from GHP to New Aus Co. KWM-MC 12144652 Share transfer form for transfer of shares in Glencore Queensland from UK Newco to New Aus Co. KWM-MC 12144665 Issue new share certi?cate for shares in Glencore Queensland to New Aus Co for Ordinary shares. KWM-MC 12144678 9A Issue new share certi?cate for shares in Glencore Queensland to New Aus Co for Class ordinary shares. KWM-MC 12144687 King Wood Mallesons 12002865_8 Legal Steps Plan 17 November 2014 90 Step Description Responsible Document ID Comments 10 Updated register of members for Glencore Queensland to Glencore re?ect transfer of shares from GHP to New Aus Co and corporate from UK Newco to New Aus Co. 11 ASIC Form 484 change of company details for Glencore KWM - MC 12145089 Queensland to re?ect change in shareholding from GHP and UK Newco to New Aus Co. 12 Subscription form for shares in New Aus Co signed by KWM - MC 12157891 GHP 13 Subscription form for shares in New Aus Co signed by UK KWM - MC 12157897 Newco.] 14 Issue new share certi?cate for shares in New Aus Co to Appleby We understand Appleby?s system will generate GHP. this automatically when register is updated 15 Issue new share certi?cate for shares in New Aus Co to UK Appleby We understand Appleby?s system will generate Newco. this automatically when register is updated 16 Update register of members for New Aus Co to re?ect Appleby issue of shares to GHP and UK Newco. Stamp duty 17 Share sale agreements and share transfer forms to be Glencore KWM note: Glencore/PWC to confirm stamp duty lodged with evidence of pre-transaction CRE in corporate/PWC requirements. Part 14.7: Transfer of New Aus Co to [1 December 2014] Step Description Responsible Document ID Comments Transfer of New Aus Co to 14.7 GHP and UK Newco exchange the shares they hold in New Aus Co for shares in This step has not yet occurred. Resolutions King Wood Mallesons Legal Steps Plan 91 12002865_8 17 November 2014 Step Description Responsible Document ID Comments 1 Board resolution of GHP authorising: KWM - MC 12143896 KWM note: PWC have comments that the issue Execution of Share Sale Agreement with GIPL. of shares should occur before the transfer (in I relation to the signing of resolutions and/or Tran-Sf?. 0f Shares New Aus Co to GIPL, transfer forms and updating of share registers. Apphcat'on for Shares 'n GIPL KWM note: original document 12144699 2 Board resolution of UK Newco authorising: KWM - MC 12144513 KWM note: original document 12144721 0 Execution of Share Sale Agreement with 0 Transfer of shares in New Aus Co to - Application for shares in 3 Board resolution of New Aus Co authorising: KW - MC 12144310 KWM note: original document 12144783 0 Cancellation of share certi?cates issued to GHP and UK Newco; 0 Issue of new share certi?cates to - Update of the register of members to reflect the transfer of shares from GHP to GIPL and from UK Newco to GIPL. 4 Board resolution of GIPL authorising: KWM - MC 12144803 - Execution of the Share Sale Agreements with GHP and UK Newco and acquisition of shares in Aus New Co under them; 0 Issue of new shares to GHP and UK Newco; 0 issue of new share certi?cates to GHP and UK Newco; 0 Entry of GHP and UK Newco into the register of members. Transaction documents King Wood Mallesons 12002865_8 Legal Steps Plan 17 November 2014 92 Step Description Responsible Document ID Comments 5 Share Sale Agreement between GHP and GIPL for the KWM - MC 12145003 Glencore comment: transfer consideration to transfer of shares in New Aus Co from GHP to GIPL. re?ect Everest Clermont values. KWM note: share for share issue new shares should be issued for USD1 each. KWM note: need to con?rm number of shares which will need to include incorporation shares for New Aus Co. 6 Share Sale Agreement between UK Newco and GIPL for KWM - MC 12145019 the transfer of shares in New Aus Co from UK Newco to GIPL. Company secretarial 7 Share transfer form for transfer of shares 12145055 from GHP to GIPL. 8 Share transfer form for transfer of shares 12145059 from UK Newco to GIPL. 9 Issue new share certi?cate for shares in New Aus Co to Appleby We understand Appleby?s system will generate GIPL. this automatically when register is updated 10 Updated register of members for New Aus Co to re?ect Appleby transfer of shares from GHP to GIPL and from UK Newco to GIPL. 11 New Aus Co is Bermudan so no ASIC form required. 12 KWM note: applications for shares may not be required if issue of shares is documented in Share Sale Agreement. 13 14 Issue new share certi?cate for shares in GIPL to GHP. KWM - MC 12145064 15 Issue new share certi?cate for shares in GIPL to UK KWM - MC 12145066 Newco. King Wood Mallesons 12002865_8 Legal Steps Plan 17 November 2014 93 Step Description Responsible Document ID Comments 16 Updated register of members for GIPL to re?ect issue of Glencore shares to GHP and UK Newco. corporate 17 ASIC Form 484 change of company details for GIPL to KWM - MC 12145067 re?ect issue of shares to GHP and UK Newco. Stamp duty 18 Share sale agreements and share transfer forms to be Glencore KWM note: GIencore/PWC to confirm stamp duty lodged with evidence of pre-transaction CRE in corporate/PWC requirements. Part 14.8: REMOVED Part 14.9: Transfer of GIPL group subsidiaries to GOH Step Description Transfer of GIPL group subsidiaries to GOH Responsible Document ID [1 December 2014] Comments 14.9 GIPL transfers the shares in its subsidiaries to GOH. Glencore Queensland issues shares transfers shares to GIPL as consideration, and GOH, in turn, issues shares to Glencore Queensland as consideration for the payment made by Glencore Queensland to GIPL on behalf This step has not yet occurred. Resolutions Legal Steps Plan 17 November 2014 King 8. Wood Mallesons 12002865_8 Step Description Board resolution of GIPL authorising: Execution of the share sale agreement; Execution of a deed of acknowledgment; Application for shares in New Aus Co; Transfer of shares in Glenmurrin, Minara Resources, Glencore Australia, Glencore Nickel, Amshell, Badgelot, Glencopper NT, NSW Base Metals, Copper NT, Glencopper SA, Cyprium, Copper SA, Glencopper NSW, Cadelan, Glideco, Cuprum, Glencore Grain and Glencore Land to GOH. Responsible KWM-JB Document ID 12149122 Comments KWM note: estimate at 1 December; issue shares on 10 December once ?nal ?gures are known. Board resolution of GOH authorising: Execution of the share sale agreement; Execution of a deed of acknowledgement; Issue of shares to Glencore Queensland; Issue of new share certi?cate to Glencore Queensland; Update of register of members to re?ect issue of shares to Glencore Queensland; Acquisition of shares in Glenmurrin, Minara Resources, Glencore Australia, Glencore Nickel, Amshell, Badgelot, Glencopper NT, NSW Base Metals, Copper NT, Glencopper SA, Cyprium, Copper SA, Glencopper NSW, Cadelan, Glideco, Cuprum, Glencore Grain and Glencore Land from GIPL. KWM-JB 12152660 Board resolution of Glencore Queensland authorising: Application for shares in Issue of shares to New Aus Co; Issue of new share certi?cate to New Aus Co; Update of register of members to re?ect issue of shares to New Aus Co. Execution of Subscription Agreement. KWM-JB 12152734 King Wood Mallesons 12002865_8 Legal Steps Plan 17 November 2014 95 Step Description Responsible Document ID Comments 3A Board resolution of New Aus Co authorizing: KWM - JB 12144310 KWM note: see part 14.6 for resolutions to Application for Shares in Glencore Queensland; increase authorized share capital and build on 0 Issue of shares to these' 0 Issue of new share certi?cate to - Update of register of members to re?ect issue of shares to GIPL. Execution of Subscription Agreement. 4 Board resolution of Glenmurrin authorising: KW - JB 12152760 0 Cancellation of share certi?cates issued to - Issue of new share certi?cate to - Update of the register of members to reflect transfer of shares from GIPL to GOH. 5 Board resolution of Minara Resources authorising: KWM - JB 12152834 0 Cancellation of share certi?cates issued to 0 Issue of new share certi?cate to 0 Update of the register of members to reflect transfer of shares from GIPL to GOH. 6 Board resolution of Glencore Grain authorising: KW - JB 12152839 - Cancellation of share certi?cates issued to 0 Issue of new share certi?cate to 0 Update of the register of members to reflect transfer of shares from GIPL to GOH. 7 Board resolution of Glencore Australia authorising: KW - JB 12152840 0 Cancellation of share certi?cates issued to - Issue of new share certi?cate to - Update of the register of members to reflect transfer of shares from GIPL to GOH. King Wood Mallesons 12002865_8 Legal Steps Plan 17 November 2014 96 Step Description Responsible Document ID Comments 8 Board resolution of Glencore Nickel authorising: KWM - JB 12152843 0 Cancellation of share certi?cates issued to 0 Issue of new share certi?cate to 0 Update of the register of members to reflect transfer of shares from to GOH. 9 Board resolution of Amshell authorising: KWM - JB 12152847 0 Cancellation of share certi?cates issued to 0 Issue of new share certi?cate to 0 Update of the register of members to reflect transfer of shares from to GOH. 10 Board resolution of Badgelot authorising: KWM - JB 12152849 0 Cancellation of share certi?cates issued to 0 Issue of new share certi?cate to 0 Update of the register of members to reflect transfer of shares from to GOH. 11 Board resolution of Glencopper NT authorising: KW - JB 12152850 0 Cancellation of share certi?cates issued to 0 Issue of new share certi?cate to - Update of the register of members to reflect transfer of shares from to GOH. 12 Board resolution of NSW Base Metals authorising: KWM - JB 12152854 Cancellation of share certi?cates issued to 0 Issue of new share certi?cate to 0 Update of the register of members to reflect transfer of shares from to GOH. King Wood Mallesons Legal Steps Plan 12002865_8 17 November 2014 97 Step Description Responsible Document ID Comments 13 Board resolution of Copper NT authorising: KWM - JB 12152857 0 Cancellation of share certi?cates issued to 0 Issue of new share certi?cate to 0 Update of the register of members to reflect transfer of shares from to GOH. 14 Board resolution of Glencopper SA authorising: KWM - JB 12152859 0 Cancellation of share certi?cates issued to 0 Issue of new share certi?cate to 0 Update of the register of members to reflect transfer of shares from to GOH. 15 Board resolution of Cyprium authorising: KWM - JB 12152862 0 Cancellation of share certi?cates issued to 0 Issue of new share certi?cate to 0 Update of the register of members to reflect transfer of shares from to GOH. 16 Board resolution of Copper SA authorising: KW - JB 12152873 0 Cancellation of share certi?cates issued to 0 Issue of new share certi?cate to - Update of the register of members to reflect transfer of shares from to GOH. 17 Board resolution of Glencopper NSW authorising: KWM - JB 12152875 Cancellation of share certi?cates issued to 0 Issue of new share certi?cate to 0 Update of the register of members to reflect transfer of shares from to GOH. King Wood Mallesons Legal Steps Plan 12002865_8 17 November 2014 98 Step Description Responsible Document ID Comments 18 Board resolution of Cadelan authorising: KWM - JB 12152879 0 Cancellation of share certi?cates issued to 0 Issue of new share certi?cate to 0 Update of the register of members to reflect transfer of shares from GIPL to GOH. 19 Board resolution of Glideco authorising: KWM - JB 12152880 0 Cancellation of share certi?cates issued to 0 Issue of new share certi?cate to 0 Update of the register of members to reflect transfer of shares from GIPL to GOH. 20 Board resolution of Cuprum authorising: KWM - JB 12152881 0 Cancellation of share certi?cates issued to 0 Issue of new share certi?cate to 0 Update of the register of members to reflect transfer of shares from GIPL to GOH. 21 Board resolution of Glencore Land authorising: KWM - JB 12152887 0 Cancellation of share certi?cates issued to 0 Issue of new share certi?cate to - Update of the register of members to reflect transfer of shares from to GOH. Transaction documents 22 Share Sale Agreement between GIPL and GOH for KWM - JB 12149134 transfer of shares in Glenmurrin, Minara Resources, Glencore Australia, Glencore Nickel, Amshell, Badgelot, Glencopper NT, NSW Base Metals, Copper NT, Glencopper SA, Cyprium, Copper SA, Glencopper NSW, Cadelan, Glideco, Cuprum, Glencore Grain and Glencore Land. King Wood Mallesons Legal Steps Plan 12002865_8 17 November 2014 99 Step Description Responsible Document ID Comments 23 Subscription Deed between GIPL, GOH, Glencore KWM - MC 12153059 Queensland and New Aus Co for consideration from GOH to GIPL. 24 Subscription Letter to II from GIPL KWM - MC 12160177 25 Company secretarial 26 Application for shares in New Aus Co executed by GIPL. KWM - JB 12158501 27 Issue new share certi?cate to GIPL for shares in New Aus KWM - JB 12158194 Co. 28 Updated register of members of New Aus Co to reflect Glencore issue of shares to GIPL. corporate 29 ASIC Form 484 change of company details for New Aus KWM - JB Bermuda Company Co to re?ect issue of shares to GIPL. 29A Application for shares in Glencore Queensland executed KW - JB 12158527 by New Aus Co. 29B Issue new share certi?cate to New Aus Co for shares in KWM - JB 12158482 Glencore Queensland. 290 Updated register of members of Glencore Queensland to Glencore re?ect issue of shares to New Aus Co. corporate 29D ASIC Form 484 - change of company details for Glencore KWM - JB 12158223 Queensland to re?ect issue of shares to New Aus Co. 30 Application for shares in GOH executed by Glencore KW - JB 12158531 Queensland. 31 Issue new share certi?cate to Glencore Queensland for KWM - JB 12158199 shares in GOH. 32 Updated register of members of GOH to re?ect issue of Glencore shares to Glencore Queensland. corporate 33 ASIC Form 484 change of company details for GOH to KWM - JB 12158470 re?ect issue of shares to Glencore Queensland. King Wood Mallesons Legal Steps Plan 12002865_8 17 November 2014 100 Step Description Responsible Document ID Comments 34 Share Transfer form for the transfer of shares in KWM - JB 12158063 Glenmurrin from GIPL to GOH. 35 Issue new share certi?cate for Glenmurrin to GOH. KW - JB 12157276 36 Updated register of members of Glenmurrin to record Glencore transfer of shares from GIPL to GOH. corporate 37 ASIC Form 484 change to company details for KWM - JB 12157903 Glenmurrin to reflect transfer of shares from GIPL to GOH. 38 Share Transfer form for the transfer of shares in Minara KW - JB 12158067 Resources from GIPL to GOH. 39 Issue new share certi?cate for Minara Resources to GOH. KWM - JB 12157304 40 Updated register of members of Minara Resources to Glencore record transfer of shares from GIPL to GOH. corporate 41 ASIC Form 484 change to company details for Minara KWM - JB 12157911 Resources to reflect transfer of shares from GIPL to GOH. 42 Share Transfer form for the transfer of shares in Glencore KWM - JB 12158077 Grain from GIPL to GOH. 43 Issue new share certi?cate for Glencore Grain to GOH. KW - JB 12157755 44 Updated register of members of Glencore Grain to record Glencore transfer of shares from GPL to GOH. corporate 45 ASIC Form 484 change to company details for Glencore KWM - JB 12157917 Grain to re?ect transfer of shares from GIPL to GOH. 46 Share Transfer form for the transfer of shares in Glencore KWM - JB 12158083 Australia from GIPL to GOH. 47 Issue new share certi?cate for Glencore Australia to GOH. KWM - JB 12157759 48 Updated register of members of Glencore Australia to Glencore record transfer of shares from GIPL to GOH. corporate 49 ASIC Form 484 change to company details for Glencore KWM - JB 12157922 Australia to re?ect transfer of shares from GIPL to GOH. King Wood Mallesons Legal Steps Plan 12002865_8 17 November 2014 101 Step Description Responsible Document ID Comments 50 Share Transfer form for the transfer of shares in Glencore KWM - JB 12159427 Nickel from GIPL to GOH. 51 Issue new share certi?cate for Glencore Nickel to GOH. KW - JB 12157765 52 Updated register of members of Glencore Nickel to record Glencore transfer of shares from GIPL to GOH. corporate 53 ASIC Form 484 change to company details for Glencore KWM - JB 12157928 Nickel to reflect transfer of shares from GIPL to GOH. 54 Share Transfer form for the transfer of shares in Amshell KW - JB 12158085 from GIPL to GOH. 55 Issue new share certi?cate for Amshell to GOH. KWM - JB 12157779 56 Updated register of members of Amshell to record transfer Glencore of shares from GIPL to GOH. corporate 57 ASIC Form 484 change to company details for Amshell to KWM - JB 12157930 re?ect transfer of shares from GIPL to GOH. 58 Share Transfer form for the transfer of shares in Badgelot KWM - JB 12158093 from GIPL to GOH. 59 Issue new share certi?cate for Badgelot to GOH. KW - JB 12157785 60 Updated register of members of Badgelot to record transfer Glencore of shares from GIPL to GOH. corporate 61 ASIC Form 484 change to company details for Badgelot KWM - JB 12157937 to reflect transfer of shares from GIPL to GOH. 62 Share Transfer form for the transfer of shares in KWM - JB 12158104 Glencopper NT from GIPL to GOH. 63 Issue new share certi?cate for Glencopper NT to GOH. KWM - JB 12157789 64 Updated register of members of Glencopper NT to record Glencore transfer of shares from GIPL to GOH. corporate 65 ASIC Form 484 change to company details for KWM - JB 12157944 Glencopper NT to re?ect transfer of shares from GIPL to GOH. King Wood Mallesons Legal Steps Plan 12002865_8 17 November 2014 102 Step Description Responsible Document ID Comments 66 Share Transfer form for the transfer of shares in NSW KWM - JB 12158110 Base Metals from GIPL to GOH. 67 Issue new share certi?cate for NSW Base Metals to GOH. KW - JB 12157791 68 Updated register of members of NSW Base Metals to Glencore record transfer of shares from GIPL to GOH. corporate 69 ASIC Form 484 change to company details for NSW KWM - JB 12157949 Base Metals to re?ect transfer of shares from Sing GIPL to GOH. 70 Share Transfer form for the transfer of shares in Copper KWM - JB 12158120 NT from GIPL to GOH. 71 Issue new share certi?cate for Copper NT to GOH. KWM - JB 12157812 72 Updated register of members of Copper NT to record Glencore transfer of shares from GIPL to GOH. corporate 73 ASIC Form 484 change to company details for Copper KWM - JB 12162707 NT to reflect transfer of shares from GIPL to GOH. 74 Share Transfer form for the transfer of shares in KWM - JB 12158130 Glencopper SA from GIPL to GOH. 75 Issue new share certi?cate for Glencopper SA to GOH. KWM - JB 12162783 76 Updated register of members of Glencopper SA to record Glencore transfer of shares from GIPL to GOH. corporate 77 ASIC Form 484 change to company details for KWM - JB 12157977 Glencopper SA to re?ect transfer of shares from GIPL to GOH. 78 Share Transfer form for the transfer of shares in Cyprium KWM - JB 12158132 from GIPL to GOH. 79 Issue new share certi?cate for Cyprium to GOH. KW - JB 12157860 80 Updated register of members of Cyprium to record transfer Glencore of shares from GIPL to GOH. corporate King Wood Mallesons Legal Steps Plan 12002865_8 17 November 2014 103 Step Description Responsible Document ID Comments 81 ASIC Form 484 change to company details for Cyprium KWM - JB 12157982 to re?ect transfer of shares from GIPL to GOH. 82 Share Transfer form for the transfer of shares in Copper KW - JB 12158136 SA from GIPL to GOH. 83 Issue new share certi?cate for Copper SA to GOH. KWM - JB 12157864 84 Updated register of members of Copper SA to record Glencore transfer of shares from GIPL to GOH. corporate 85 ASIC Form 484 change to company details for Copper KW - JB 12157986 SA to re?ect transfer of shares from GIPL to GOH. 86 Share Transfer form for the transfer of shares in KWM - JB 12158140 Glencopper NSW from GIPL to GOH. 87 Issue new share certi?cate for Glencopper NSW to GOH. KW - JB 12157872 88 Updated register of members of Glencopper NSW to Glencore record transfer of shares from GIPL to GOH. corporate 89 ASIC Form 484 change to company details for KWM - JB 12157989 Glencopper NSW to re?ect transfer of shares from GIPL to GOH. 90 Share Transfer form for the transfer of shares in Cadelan KWM - JB 12158145 from GIPL to GOH. 91 Issue new share certi?cate for Cadelan to GOH. KWM - JB 12157876 92 Updated register of members of Cadelan to record transfer Glencore of shares from GIPL to GOH. corporate 93 ASIC Form 484 change to company details for Cadelan KWM - JB 12157991 to reflect transfer of shares from GIPL to GOH. 94 Share Transfer form for the transfer of shares in Glideco KWM - JB 12158147 from GIPL to GOH. 95 Issue new share certi?cate for Glideco to GOH. KWM - JB 12157880 96 Updated register of members of Glideco to record transfer Glencore of shares from GIPL to GOH. corporate King Wood Mallesons Legal Steps Plan 12002865_8 17 November 2014 104 Step Description Responsible Document ID Comments 97 ASIC Form 484 change to company details for Glideco to KWM - JB 12157993 re?ect transfer of shares from GIPL to GOH. 98 Share Transfer form for the transfer of shares in Cuprum KW - JB 12158153 from GIPL to GOH. 99 Issue new share certi?cate for Cuprum to GOH. KWM - JB 12157883 100 Updated register of members of Cuprum to record transfer Glencore of shares from GIPL to GOH. corporate 101 ASIC Form 484 change to company details for Cuprum to KWM - JB 12157996 re?ect transfer of shares from GIPL to GOH. 102 Share Transfer form for the transfer of shares in Glencore KWM - JB 12158156 Land from GIPL to GOH. 103 Issue new share certi?cate for Glencore Land to GOH. KW - JB 12157887 104 Updated register of members of Glencore Land to record Glencore transfer of shares from GIPL to GOH. corporate 105 ASIC Form 484 change to company details for Glencore KW - JB 12158000 Land to re?ect transfer of shares from GIPL to GOH. Stamp duty 106 Share sale agreements and share transfer forms to be Glencore/PWC KWM note: Glencore/PWC to confirm stamp duty lodged with evidence of pre-transaction CRE in requirements. King Wood Mallesons 12002865_8 Legal Steps Plan 17 November 2014 105 Part 15 REMOVED King Wood Mallesons Legal Steps Plan 106 12002865_8 17 November 2014 Part 16 Repayment of debt by Glencore Queensland Step Description Repayment of debt by Glencore Queensland Responsible Document ID [1 December 2014] Comments 16.1 Glencore Queensland uses the funds it raised by issuing Class ordinary shares to repay $534m of debt owing to Glencore Finance This step has not yet occurred. Resolutions 1 Resolution of the board of directors of Glencore Queensland approving: repayment of debt to Glencore Finance 0 execution of acknowledgement deed 12144534 Resolution of the board of directors of Glencore Finance: 0 acknowledging repayment of debt by Glencore Queensland 0 approving execution of acknowledgement deed 12152719 Transaction documents 3 Deed of acknowledgement from Glencore Finance acknowledging repayment of debt by Glencore Queensland 12137107 KWM note: Glencore to con?rm details of debt. We understand this debt is AUD. KWM note: number will be ?xed at time of signing ?nal document (ie. ?xed amount at part 14.2) and settled by assignment of GIAG Receivable. Payment direction from Glencore Finance directing Glencore Queensland to pay funds direct to GAH (step 16.2). 16.2 Glencore Finance uses the funds [$534m] to repay GAH This step has not yet occurred. Resolutions King 8. Wood Mallesons 12002865_8 Legal Steps Plan 17 November 2014 107 Step Description Responsible Document ID Comments 1 Resolution of the board of directors of Glencore Finance 12152719 (see PWC comment on step 16.2: Depending on approving: timing, GAH may use the $444m of funds to repayment of debt to GAH ?nance acquisition of the NSW Coal and execution of acknowled ement deed GIPL grouPs on the SUbsequent Slides 9 KWM note: number will be ?xed at time of signing ?nal document (ie. ?xed amount at part 14.2) and settled by assignment of GIAG Receivable. 2 Resolution of the board of directors of GAH: 12152776 0 acknowledging repayment of debt by Glencore Finance 0 approving execution of acknowledgement deed Transaction documents 3 Deed of acknowledgement from GAH acknowledging 12137275 KWM note: Glencore to con?rm details of debt. repayment of debt by Glencore Finance We understand this debt is AUD. King Wood Mallesons Legal Steps Plan 108 12002865_8 17 November 2014 Part 17 REMOVED King Wood Mallesons Legal Steps Plan 109 12002865_8 17 November 2014 Part 18 Repayment of debt by GHP Step Description Repayment of debt by GHP Responsible Document ID [1 December 2014] Comments 18.1 GHP uses the $2.25bn it received from GCSAL (following sale of Glencore Cerrejon and Perly), to repay $2.25bn of debt owing to GAH This step has not yet occurred. Resolutions 1 Resolution of the board of directors of GHP approving: KWM - JS 12145280 (also PWC comment on step 18.1: repayment of debt to GAH GHP owed $2.5bn to GAH as a result of - execution of acknowledgement deed Glencor?? F'nance repel/Ins debt outstanding to GAH usmg Its receivable from GHP GAH will use the $2.5bn to fund acquisition of NSW Coal 2 Resolution of the board of directors of GAH: KWM - JS 12146151 0 acknowledging repayment of debt by GHP - approving execution of acknowledgement deed Transaction documents 3 Deed of acknowledgement from GAH acknowledging repayment of debt by GHP KWM note: assignment of Note and GIAG Receivable effective 10 December 2014. King 8. Wood Mallesons 12002865_8 Legal Steps Plan 17 November 2014 110 Part 19 Remaining GHP MRPS Step Description Amending terms of GHP MRPS Responsible Document ID [1 December 2014] Comments 19 New Parent Co and GHP agree to amend the terms of the $9.8bn of MRPS issued by GHP to extend the maturity date of the MRPS to [2025] This step has not yet occurred. Resolutions 1 Resolution of New Parent Co as sole member of GHP KWM - JH 12129669 PWC comment: The existing, profit-contingent (holding both ordinary shares and MRPS) to amend the coupon on the MRPS will remain however the constitution of GHP rate may be adjusted Glencore/PWC to con?rm whether there needs to be speci?c agreement by GHP as per PWC step description. KWM note: Glencore has con?rmed maturity date amended from 9 years 360 days to 31 December 2025. 2 Resolution of board of directors of New Parent Co KWM - JH 12137716 approving signing of resolution of members of GHP to amend the constitution of GHP 3 Resolution of board of directors of GHP approving putting KWM - JH 12137722 KWM note: frame resolution as approving sole member resolution to New Parent Co as sole member procurement of sole member resolution (consider as New Parent Co will have already resolved to enter into it). Other corporate documents 4 Constitution of GHP with MRPS terms updated for new KW - JH 12128492 KWM note: Glencore has con?rmed that Series maturity date and Class 1 MRPS have been cancelled. King Wood Mallesons 12002865_8 Legal Steps Plan 17 November 2014 111 Part 20 Acquisition of UK Finco [1 December 2014] Step Description Responsible Document ID Comments Transfer of UK Finco to New Parent Co 20.1 GGFL loans $1.6bn to New Parent Co This step has not yet occurred. Resolutions 1 Resolution of the board of directors of GGFL approving: KWM - JS 12156284 0 loan to New Parent Co 0 execution of Loan Agreement 2 Resolution of the board of directors of New Parent Co KWM - JS See general board approval given 7 November. approvmg: 0 loan from GGFL execution of Loan Agreement Transaction documents 3 Loan Agreement for GGFL to loan $2.2bn to New Parent KWM - JS 12152562 KWM note: Glencore/PWC to con?rm terms of Co loan (amount, currency, interest, repayment, etc). KWM note: may be able to lock in this amount at 1 December. 20.2 New Parent Co uses the funds [$1.6bn] to acquire UK Finco from the ALP (a member of the group) and (ii) Glencore Grain UK This step has not yet occurred. Resolutions King 8. Wood Mallesons Legal Steps Plan 112 12002865_8 17 November 2014 Step Description Resolution of the board of directors of New Parent Co approving: acquisition of shares in UK Finco from in its capacity as general partner of the and Glencore Grain and execution of Share Sale Agreement for UK Finco shares. Responsible KWM-JS Document ID Comments See general board approval given 7 November Resolution of the board of directors of in its capacity as general partner of the approving: 0 transfer of its shares in UK Finco to New Parent Co; and execution of Share Sale Agreement. KWM-JS 12159442 Resolution of the board of directors of Glencore Grain UK approving: 0 transfer of its shares in UK Finco to New Parent Co; and execution of Share Sale Agreement. KWM-J8 12157161 KWM note: Linklaters to provide resolutions in form with draft notice of meeting and draft minute of meeting for UK company. Resolution of the board of directors of UK Finco approving: 0 Update of register of members to re?ect transfer of shares to New Parent Co; 0 Cancellation of all share certi?cates issued to and Glencore Grain 0 Issue of new share certi?cate to New Parent Co. Appleby 121 55573 KWM note: Applebys to con?rm GAFP execution block in annexed share transfer form. Transaction documents 5 Share Sale Agreement between New Parent Co, and Glencore Grain UK for transfer of shares in UK Finco from and Glencore Grain UK to New Parent Co KWM-JS 121 52746 KWM note: Funds ?ow to be updated to re?ect payment to Glencore Grain UK for its shares in UK Finco. Payment direction from New Parent Co to GGFL in favour of GAFP and Glencore Grain UK for payment of Purchase Price. KWM-JS 12155467 Company secretarial King Wood Mallesons 12002865_8 Legal Steps Plan 17 November 2014 113 Step Description Responsible Document ID Comments 7 Share Transfer form for the transfer of shares in UK Finco KWM - JS 12155194 KWM note: Glencore corporate and/or Applebys held by GAFP to New Parent Co. to confirm company secretarial and regulatory ?ling requirements for transfer of shares in UK Finco. 8 Share Transfer form for the transfer of shares in UK Finco KWM - JS 12155338 KWM note: Glencore corporate and/or Applebys held by Glencore Grain UK to New Parent Co. to con?rm company secretarial and regulatory ?ling requirements for transfer of shares in UK Finco 9 Issue new share certi?cate for shares in UK Finco to New Appleby Parent Co. 10 Updated register of members of UK Finco to record Appleby transfer of shares from GAFP and Glencore Grain UK to New Parent Co. Stamp duty 11 KWM note: Glencore tax to confirm any duty payable on transfer of shares in UK Finco and Glencore Grain UK. 20.3 ALP uses the funds received on the disposal of UK Finco to repay debt owing to GAH This step has not yet occurred. Resolutions 1 Resolution of the board of directors of in its capacity as general partner of approving: repayment of debt to GAH execution of acknowledgement deed KWM-JS 12159442 Resolution of the board of directors of GAH: - acknowledging repayment of debt by in its capacity as general partner of approving execution of acknowledgement deed KWM-JS 12146151 Transaction documents King Wood Mallesons 12002865_8 Legal Steps Plan 17 November 2014 114 Step Description Responsible Document ID Comments 3 Payment direction from ALP to GGFL in favour of GAH for KWM - JS 12156943 repayment of debt. 4 Deed of acknowledgement from GAH acknowledging KWM - JS 12157532 KWM note: Glencore to con?rm details of debt repayment of debt by in its capacity as general and whether proportion of funds paid to ALP partner of under Share Sale Agreement will fully/partially satisfy loan repayment. 20.4 New Parent Co loans to Nova Scotia HoIdCo 5 KWM note: Glencore to con?rm steps. Will occur after 1 December 6 20.5 Nova Scotia HoIdCo repays debt owed to UK Finco (Glencore Grain Finance Bermuda) 7 KWM note: Glencore to con?rm steps. Will occur after 1 December. King 8. Wood Mallesons Legal Steps Plan 115 12002865_8 17 November 2014 Part 21 Funding acquisition of NSW Coal Step Description Funding acquisition of NSW Coal Responsible Document ID [31 December 2014] Comments 21.1 GAH loans $7bn of funds to GOH in AUD This step has not yet occurred. Resolutions 1 Resolution of the board of directors of GAH approving: 0 loan to GOH - execution of Loan Agreement PWC comments on step 21 .1: Consider whether the funds loaned by GAH should be tranched and match GAH's source of funding $2.2bn of the funds lent by GAH should be financed from the proceeds arising on the disposal of UK Finco $444m of funds should be ?nanced through Glencore Finance?s repayment of debt from earlier steps $2.5bn of funds will be financed through GHP's repayment of debt to GAH (GHP effectively ?nances this using a portion of the Las Bambas equity and debt repayment proceeds refer subsequent slide for sources and uses of funds) $1 .8bn of funds from Glencore Finance?s repayment of debt (this was partially ?nanced through funds raised from New Parent Co) 2 Resolution of the board of directors of GOH approving: 0 loan from GAH execution of Loan Agreement King 8. Wood Mallesons Legal Steps Plan 12002865_8 17 November 2014 116 Step Description Transaction documents Responsible Document ID Comments 3 Loan Agreement for GAH to loan $7bn in AUD to GOH KWM note: Glencore/PWC to con?rm terms of loan (amount, interest, repayment, etc). 21.2 A member of the GAIH MEC group hedges the loan made by GAH to GOH into USD to the extent it is sourced from USD funding RCF or perpetual notes) This step has not yet occurred. Resolutions 1 Resolution of the board of directors of [member of GAIH MEC group] approving the Foreign Currency Swap Agreement with KWM note: hedge for con?rmation with Glencore/PWC 2 Resolution of the board of directors of approving the Foreign Currency Swap Agreement with [member of GAIH MEC group] 3 [Minutes of the board of re letter of comfort] Finance documents 4 Foreign Currency Swap Agreement 5 [Letter of comfort] KWM note: confirm whether letter of comfort required in relation to this hedge 21.3 Glencore Queensland loans the balance of the funds required for the acquisition of AZSA to GOH This step is to occur 31 December 2014. 6 KWM note: these are the funds received by Glencore Queensland from GHP at step 10.1.6. King Wood Mallesons 12002865_8 Legal Steps Plan 17 November 2014 117 Part 22 Transfer of NSW Coal to GOH Part 22: Transfer of NSW Coal entities to GOH [31 December 2014] Step Description Responsible Document ID Comments Transfer of NS Coal entities to GOH 22.1 GOH acquires the NSW coal entitles for [$7.3bn] This step has not yet occurred. Resolutions 1 Resolution of the board of directors of GOH approving: KWM note: KWM to further consider and con?rm 0 ac uisition of ordina shares in AZSA Holdin 3 Whether waiver is needed for SUSka/SUkunka fro?? Asturiana 9 from JXA of ?Indirect Transfer? of AZSA Holdings . as entities between AZSA Holdings and former Exigyt'on 03.5mm Sale Agreement for AZSA Xstrata will cease to hold an interest in Xstrata '"95 or "my 5 ares Coal Canada Resources Limited (assuming XCCR still held by AZSA Holdings 2 Resolution of the board of directors of Asturiana approving: - transfer of ordinary shares in AZSA Holdings to GOH execution of Share Sale Agreement for AZSA Holdings ordinary shares. 3 Resolution of the board of directors of AZSA Holdings KWM - JH approving: 0 registration of transfer of shares to GOH cancellation of existing share certi?cate to Asturiana - issue of new share certi?cate to GOH Transaction documents 4 Share Sale Agreement between Asturiana and GOH for KWM note: deferred consideration funded by transfer of ordinary shares in AZSA Holdings from assignment of Notes, GIAG receivables, etc. Asturiana to GOH Will this be the ?nal consideration, or provide for further Note for adjustment amount. King Wood Mallesons Legal Steps Plan 118 12002865_8 17 November 2014 Step Description Responsible Document ID Comments Company secretary 5 Share Transfer form for the transfer of shares in AZSA KWM - JH Holdings from Asturiana to GOH. 6 Issue new share certi?cate for shares in AZSA Holdings to KW JH GOH. 7 Updated register of members of AZSA Holdings to record Glencore transfer of shares from Asturiana to GOH. corporate 8 ASIC Form 484 change to company details for AZSA KW - JH Holdings for change in shareholding from Asturiana to GOH. Stamp duty 9 Share sale agreement and share transfer form(s) to be Glencore/PWC KWM note: GIencore/PWC to confirm stamp duty lodged with evidence of pre-transaction CRE in and requirements. Qld]. 22.2 Asturiana distributes the proceeds from the disposal to Glencore (via interposed entities) by way of a dividend, loan or return of capital This step has not yet occurred. 1 KWM note: Glencore to con?rm whether Asturiana to proceed by way of dividend, loan or return of capital Glencore to con?rm Spanish and Dutch proceed by way of dividend. Will Glencore arrange proceeds from through to Glencore and contribution to KWM note: see separate EY steps plan. King Wood Mallesons 12002865_8 Legal Steps Plan 17 November 2014 119 Step Description Responsible Document ID Comments Simmons Simmons previous Dutch advice (to be con?rmed by Llinks. Dutch law relating to dividend distributions has changed last year. The requirements for a valid distribution now are: a shareholders resolution (this has not changed) (ii) the company having suf?cient free reserves for the distribution (this has not changed) the management board giving its prior approval to the distribution, in writing (this is new); the management should withhold its approval if (in summary) the company is likely to suffer liquidity constraints as a result of the distribution; if the company goes bankrupt after the distribution, the management may be held liable for allowing the distribution. 5 6 22.3 Glencore contributes the proceeds to GIAG This step has not yet occurred. 1 KWM note: Glencore corporate to con?rm how Glencore will contribute proceeds to KWM note: depending on how step 2.2 and 22.3 are structured, consider payment direction for funds straight to KWM note: no resolution required for Just a POA. King 8. Wood Mallesons 12002865_8 Legal Steps Plan 17 November 2014 120 Part 22.2: Refinancing debt issued by NSW Coal Step Description Transfer of NSW Coal receivables to GHP [31 December 2014] Responsible Document ID Comments 22.2.1 New Parent Co borrows $3bn from GGFL This step has not yet occurred. Resolutions 1 Resolution of the board of directors of GGFL approving: 0 loan to New Parent Co - execution of Loan Agreement Resolution of the board of directors of New Parent Co approvmg: 0 loan from GGFL execution of Loan Agreement Transaction documents 3 Loan Agreement for loan from GGFL to New Parent Co KWM note: Glencore/PWC to con?rm terms of loan (amount, currency, interest, repayment, etc). KWM note: this ?gure will be known at 31 December. 22.2.2 New Parent Co contributes the funds to GHP in exchange for shares in GHP This step has not yet occurred. Resolutions 1 Board resolution of New Parent Co authorising application for shares in GHP. KWM note: Glencore to con?rm whether at this stage, GHP share capital proportions must still mirror those of New Parent Co. King Wood Mallesons 12002865_8 Legal Steps Plan 17 November 2014 121 Step Description Responsible Document ID Comments 2 Board resolution of GHP authorising: 0 Issue of shares in GHP to New Parent Co; 0 Issue of new share certi?cate; 0 Registration of share issue to New Parent Co. Company Secretarial 3 Application for shares in GHP executed by New Parent Co. 4 Issue new share certi?cate for shares in GHP to New Parent Co. 5 Update register of members of GHP to record issue of shares to New Parent Co. 6 ASIC Form 484 change of company details for GHP reporting issue of shares to New Parent Co. 22.2.3 GHP uses the funds to acquire the AZSA Holdings MRPS and $1bn USD receivable from GFD This step has not yet occurred. Resolutions 1 Resolution of the board of directors of GHP approving: acquisition of MRPS in AZSA Holdings 0 execution of Share Sale Agreement for MRPS in AZSA Holdings 0 assignment of receivable from GFD 2 Resolution of the board of directors of GFD approving: - transfer of MRPS in AZSA Holdings - execution of Share Sale Agreement for MRPS in AZSA Holdings 0 assignment of AZSA Holdings receivable to GHP King Wood Mallesons Legal Steps Plan 122 12002865_8 17 November 2014 Step Description Resolution of board of directors of AZSA Holdings approving: 0 Update of register of members to re?ect transfer of MRPS from GFD to Cancellation of all MRPS certi?cates issued to 0 Issue of new MRPS certi?cates to GHP Responsible Document ID Comments Transaction documents 4 Share Sale Agreement between GHP and GFD for transfer of MRPS in AZSA Holdings from GFD to GHP 5 Notice of assignment of receivables signed by GFD. Company secretarial 6 Delivery of notice of assignment of receivables to AZSA Holdings, with copy to GHP. 7 Share Transfer form for the transfer of MRPS in AZSA Holdings from GFD to GHP. Issue new certificate for MRPS in AZSA Holdings to GHP. Updated register of members of AZSA Holdings to record transfer of MRPS from GFD to GHP. 10 ASIC Form 484 change to company details for AZSA Holdings for change in MRPS holding from GFD to GHP. Stamp duty 11 KWM note: Glencore/PWC to con?rm duty payable on transfer of MRPS Re?nancing USD debt issued by AZSA Holdings 22.2.4 GHP loans $1bn to AZSA Holdings This step has not yet occurred. [Glencore note: this step will probably no longer be required] Resolutions King 8. Wood Mallesons 12002865_8 Legal Steps Plan 17 November 2014 123 Step Description Responsible Document ID Comments 1 Resolution of the board of directors of GHP approving: PWC comment on step 22.2.4: The loan should loan to AZSA Holdings be AUD denominated . KWM note: given step 22.2.5 has AZSA Holdings 0 A . . . exec? greeme" repaying US$1bn debt, Is loan the AUD equivalent of 2 Resolution of the board of directors of AZSA Holdings approving: 0 loan from GHP execution of Loan Agreement Transaction documents 3 Loan Agreement for loan to AZSA Holdings from GHP KWM note: Glencore/PWC to con?rm terms of loan (amount, interest, repayment, etc). 22.2.5 AZSA Holdings uses the funds to repay the $1 bn USD denominated loan it owes to GHP This step has not yet occurred. [Glencore note: this step will probably no longer be required] Resolutions 1 Resolution of the board of directors of AZSA Holdings approving: repayment of debt to GHP execution of acknowledgement deed Resolution of the board of directors of GHP: acknowledging repayment of debt by AZSA Holdings 0 approving execution of acknowledgement deed Transaction documents 3 Deed of acknowledgement from GHP acknowledging repayment of debt by AZSA Holdings KWM note: Glencore to con?rm details of debt. King Wood Mallesons 12002865_8 Legal Steps Plan 17 November 2014 124 Part 22A Deeds of Cross Guarantee Step Description 22A.1 Parties revoke existing Deeds of Cross Guarantee Responsible Document ID [December 2014] Comments This step has not yet occurred. Resolutions 1 Board resolution of each party to each existing Deed of KW DC KWM note: KWM to con?rm whether existing Cross Guarantee approving the revocation of that Deed of Deed of Cross Guarantee for entities to be Cross Guarantee. transferred into the GOH group need to be revoked or whether they can stay on foot. They can stay on foot for a period. However, each entity should give an opt-out notice in respect of that Deed of Cross Guarantee. KWM note: Glencore to con?rm details of existing deeds of cross guarantee within the parts of the corporate group to be transferred to GOH, including a list of parties to each (head entity, group entities, trustee and any alternate trustee). These steps will need to be undertaken in respect of each existing Deed of Cross Guarantee. KWM note: call with Jools (16/10) KWM not to prepare Board resolutions for Deeds of Cross Guarantee given number of entities Transaction documents 2 Revocation deed (on the same terms and in the form of KW - DC KWM note: when preparing Revocation Deeds, ASIC Pro Forma 26) to be executed for each existing Deed be mindful of the need for a separate Revocation of Cross Guarantee by all parties to the relevant existing Deed if a group entity also acts as trustee. Deed ?f cross Guarantee KWM note: DOCG documents can be signed by POA if certi?ed copy of POA is lodged with ASIC. Company secretarial King Wood Mallesons Legal Steps Plan 12002865_8 17 November 2014 125 Step Description Responsible Document ID Comments 3 ASIC Form CF06 including the original Revocation Deed KWM - DC and one additional copy. 4 Public announcement before or within one month of ASIC Glencore (Sydney KWM note: must appear in a daily newspaper noti?cation (this may be done jointly). - Karen Adie) circulating in each state and territory in which any creditor of a party to the relevant Deed of Cross Guarantee is located. KWM note: the Revocation Deeds will take effect if, during the 6 months following lodgment with ASIC, there has been no winding up or commencement of winding up in relation to the relevant entity. Our view is that this will not effect the start of class order relief under the GOH Deed of Cross Guarantee. 22A.2 Accession of parties to existing GOH Deed of Cross Guarantee Resolutions 1 Board resolution of each new GOH subsidiary resolving: To seek to obtain the bene?t of the Class Order (98/1418) relief; That there are reasonable grounds for believing that the relevant entity is able to pay its debts as and when they become due and payable; To approve accession to the GOH Deed of Cross Guarantee; That any director be authorised to sign the solvency statement. KWM note: Glencore to con?rm ?nancial year end is 30 December for each entity. KWM Note: Glencore to con?rm all of the entities that will become party to the GOH Deed of Cross Guarantee. Board resolution of GOH approving accession by the entities to the Deed of Cross Guarantee. Transaction documents 3 Assumption deed (on the same terms as and in the form of ASIC Pro Forma 27) to be signed by GOH and each assuming party. KWM note: as GOH as trustee is not acceding to the GOH Deed of Cross Guarantee, the alternate trustee does not need to sign. King Wood Mallesons 12002865_8 Legal Steps Plan 17 November 2014 126 Step Description Responsible Document ID Comments Company secretarial 4 Solvency statement to be signed by one director of each of KWM DC KWM Note: for any assuming parties with a the assuming parties. common director, a consolidated solvency statement can be prepared for those entities. KWM note: statement that in the opinion of the directors of the relevant entity, immediately prior to execution of the Assumption Deed, there were reasonable grounds to believe that the relevant entity would be able to pay its debts as and when they become due and payable. 5 Lawyer?s certificate (lawyer must have a current practicing KWM DC (N certi?cate) verifying that the Assumption Deed is on the Pappas to sign) same terms and in the form of ASIC Pro Forma 27 and appears to have been properly executed. 6 ASIC Form CF06 including the original Assumption deed KWM DC and one copy and the lawyer's certi?cate. 7 ASIC modification/relief application for accession by AZSA KWM Holdings entities 22A.3 Post-revocation I Post-assumption steps 1 Each revoking party that took relief under an old Deed of Glencore (Sydney KWM note: Glencore to note that for class order Cross Guarantee must lodge an ?opt-out notice? with ASIC - Karen Adie?) relief to continue, the directors of each of the (ASIC Form 399) within four months of the end of the ?rst GOH entities must annually re-assess the non-reliance year. advantages and disadvantages of remaining a party to the Deed of Cross Guarantee and taking advantage of the Class Order relief and resolve to either remain a party to the Deed of Cross Guarantee or seek to revoke the Deed of Cross Guarantee 2 Each assuming party that has acceded to the GOH Deed Glencore (Sydney of Cross Guarantee must lodge an ?opt-in notice? with - Karen Adie?) ASIC (ASIC Form 389) within four months after the end of the ?nancial year for which relief is required. King Wood Mallesons Legal Steps Plan 12002865_8 17 November 2014 127 Part 23 Dividend reinvestment by Glencore Investment Antamina Limited These steps subject to con?rmation by Glencore Step Description Dividend reinvestment by GIAL Responsible Document ID [January 2015] Comments 23.1.1 Glencore Investment Antamina borrows [$1.2bn] from a group company This step has not yet occurred. Resolutions 1 Resolution of the board of directors of [group company] approving: 0 loan to Glencore Investment Antamina execution of Loan Agreement PWC comments: step should occur in January 2015. KWM note: Glencore/PWC to confirm identity and jurisdiction of group company. Relevant foreign counsel to confirm steps Resolution of the board of directors of Glencore Investment Antamina approving: 0 loan from [group company] 0 execution of Loan Agreement Transaction documents 3 Loan Agreement for loan from [group company] to Glencore Investment Antamina KWM note: Glencore/PWC to confirm terms of loan (amount, currency, interest, repayment, etc). 23.1.2 Glencore Investment Antamina uses the funds to pay a [$1.2bn] dividend to Glencore Holdings (Bermuda) This step has not yet occurred. Resolutions 1 Resolution of the board of directors of Glencore Investment Antamina approving declaration and payment of dividend to Glencore Holdings (Bermuda). KWM note: relevant foreign counsel to con?rm any other speci?c dividend requirements (eg. shareholder approval, director solvency declaration, etc). King Wood Mallesons 12002865_8 Legal Steps Plan 17 November 2014 128 Step Description Responsible Document ID Comments 23.1.3 Glencore Holdings (Bermuda) reinvests the funds in Glencore Investment Antamina by subscribing for ordinary shares in Glencore Investment Antamina This step has not yet occurred. Resolutions 1 Board resolution of Glencore Holdings (Bermuda) authorising application for ordinary shares in Glencore Investment Antamina. KWM note: Glencore corporate and/or relevant foreign counsel to con?rm steps. Glencore to con?rm application is for ordinary shares. Board resolution of Glencore Investment Antamina authorising: 0 Issue of ordinary shares in Glencore Investment Antamina to Glencore Holdings (Bermuda); 0 Issue of new share certi?cate to Glencore Holdings (Bermuda); 0 Registration of share issue to Glencore Holdings (Bermuda). Company Secretarial 3 Application for shares in Glencore Investment Antamina executed by Glencore Holdings (Bermuda). Issue new share certi?cate for shares in Glencore Investment Antamina to Glencore Holdings (Bermuda). Update register of members of Glencore Investment Antamina to record issue of shares to Glencore Holdings (Bermuda). 23.1.4 Glencore Investment Antamina uses the funds to repay its daylight loan This step has not yet occurred. Resolutions King 8. Wood Mallesons Legal Steps Plan 12002865_8 17 November 2014 129 Step Description Resolution of the board of directors of Glencore Investment Antamina approving: repayment of debt to [group company] 0 execution of acknowledgement deed Responsible Document ID Comments KWM note: Glencore con?rm this is repayment of the loan under step 23.1.1 Resolution of the board of directors of [group company]: 0 acknowledging repayment of debt by Glencore Investment Antamina - approving execution of acknowledgement deed Transaction documents 3 Deed of acknowledgement from [group company] acknowledging repayment of debt by Glencore Investment Antamina King 8. Wood Mallesons 12002865_8 Legal Steps Plan 17 November 2014 130 These steps subject to confirmation by Glencore Step Description Transfer of GSAL to XT co subsidiary Part 24 Transfer of GSAL to XT co subsidiary Responsible Document ID [December 2015] Comments 24.1 If desired, Glencore Queensland transfers the shares in GSAL to a subsidiary of XT Co This step has not yet occurred. Resolutions 1 Board resolution of Glencore Queensland authorising: Execution of the share sale agreement; 0 Transfer of the shares in GSAL to Co Subsidiary]. 2 Board resolution of Co Subsidiary] authorising: KWM note: GIencore/PWC to confirm XT Co Execution of the share sale agreement; SubSIdiary and jurisdiction of incorporation. 0 Acquisition of the shares in GSAL from Glencore Queensland. 3 Board resolution of GSAL authorising: Cancellation of share certi?cates issued to Glencore Queensland; 0 Issue new share certi?cate to Co Subsidiary]; - Update register of members to re?ect transfer of shares from Glencore Queensland to Co Subsidiary]. Transaction documents 4 Share sale agreement between Glencore Queensland and Co Subsidiary] for the sale of shares in GSAL from Glencore Queensland to Co Subsidiary]. Company secretarial King Wood Mallesons 12002865_8 Legal Steps Plan 17 November 2014 131 Step Description Responsible Document ID Comments 5 Share transfer form executed by Glencore Queensland and Co Subsidiary] for transfer of shares in GSAL from Glencore Queensland to Co Subsidiary]. 6 Issue new share certi?cate in GSAL to Co Subsidiary]. Updated register of members of GSAL to re?ect transfer of KWM Note: Glencore corporate and/or relevant shares from Glencore Queensland to Co Subsidiary]. foreign counsel to advise any regulatory ?lings. Stamp duty 8 KWM note: Glencore PWC to con?rm any duty payable on transfer of GSAL shares. Transfer of GIPL ordinary shares to Chilean operations [24.2 If desired, UK Newco transfers the Class ordinary shares it holds in GIPL to the Chilean subsidiaries as repayment of its loan owing to the Chilean subsidiaries] This step has not yet occurred. Resolutions 1 Board resolution of UK Newco authorising: Execution of the share sale agreement; 0 Transfer of Class ordinary shares in GIPL to [Chilean subsidiaries]. PWC comments: Consider market value of Class shares KWM note: Glencore to con?rm ?Chilean subsidiaries? is this Chile Holdco which loaned funds at Step 14.1.1? Board resolution of [Chilean subsidiaries] authorising: Execution of the share sale agreement; - Execution of the deed of acknowledgement; 0 Acquisition of the Class ordinary shares in GIPL from UK Newco. King Wood Mallesons 12002865_8 Legal Steps Plan 17 November 2014 132 Step Description Responsible Document ID Comments 3 Board resolution of GIPL authorising: Cancellation of the share certi?cates issued to UK Newco; 0 Issue of new share certi?cate to [Chilean subsidiaries]; 0 Update of register of members of GIPL to re?ect transfer of Class ordinary shares from UK Newco to [Chilean subsidiaries]. Transaction documents 4 Share Sale Agreement between UK Newco and [Chilean subsidiaries] for the sale of Class ordinary shares in GIPL from UK Newco to [Chilean subsidiaries]. 5 Deed of Acknowledgement from [Chilean subsidiaries] acknowledging that the transfer of shares in GIPL from UK Newco satis?es debt owed by UK Newco to [Chilean subsidiaries]. Company secretarial 6 Share transfer form executed by UK Newco and [Chilean subsidiaries] for transfer of Class ordinary shares in GIPL from UK Newco to [Chilean subsidiaries]. 7 Issue new share certi?cate in GIPL to [Chilean subsidiaries]. 8 Updated register of members of GIPL to re?ect transfer of Class ordinary shares from UK Newco to [Chilean subsidiaries]. 9 ASIC Form 484 change of company details for GIPL to re?ect the transfer of Class ordinary shares from UK Newco to [Chilean subsidiaries]. Stamp duty 10 KWM note: Glencore PWC to con?rm any duty requirements King Wood Mallesons Legal Steps Plan 133 12002865_8 17 November 2014 Step Description Responsible Document ID Comments Re-domicile GSAL subsidiary 24.3 If possible, GSAL subsidiary re-domiciles to the UK This step has not yet occurred. 1 KWM Note: Glencore corporate to con?rm documents for this step King 8. Wood Mallesons Legal Steps Plan 134 12002865_8 17 November 2014 Part 25 Transfer of GAIH to GOH These steps subject to con?rmation by Glencore [December 2015] Step Description Responsible Document ID Comments Transfer of GAIH to GOH 25.1 New Parent Co raises debt funding from GGFL and contributes it to GOH (via interposed entities) This step has not yet occurred. 1 PWC comments: 0 Consider whether GOH should be debt funded to acquire GAIH 0 Consider available fraction impact on bundles of losses in GIPL KWM Note: GIencore/PWC to confirm type of debt funding and how contribution to GOH via interposed entities is intended to be structured. 25.2 GIAG transfers the shares in GAIH to GOH This step has not yet occurred. Resolutions 1 Board resolution of GIAG authorising: KWM note: no resolution required for GIAG. Just 0 Execution of the share sale agreement; a 0 Transfer of the shares in GAIH to GOH. 2 Board resolution of GOH authorising: Execution of the share sale agreement; 0 Acquisition of the shares in GAIH from GIAG. King 8. Wood Mallesons Legal Steps Plan 135 12002865_8 17 November 2014 Step Description Responsible Document ID Comments 3 Board resolution of GAIH authorising: Cancellation of share certi?cates issued to 0 Issue of new share certi?cates to 0 Update to the register of members of GAIH to re?ect the transfer of shares from GIAG to GOH. Transaction documents 4 Share sale agreement between GIAG and GOH for the transfer of shares in GAIH from GIAG to GOH. Company secretarial 5 Share transfer form executed by GIAG and GOH for transfer of shares in GAIH from GIAG to GOH. Issue new share certi?cate in GAIH to GOH. Updated register of members of GAIH to re?ect transfer of shares from GIAG to GOH. 8 ASIC Form 484 change of company details for GAIH to re?ect the transfer of shares from GIAG to GOH. Stamp duty 9 Share sale agreements and share transfer forms to be KWM note: Glencore/PWC to confirm stamp duty lodged with evidence of pre-transaction CRE in requirements. 25.3 GAIH acceded to GOH Deed of Cross Guarantee 1 KWM note: KWM to insert steps similar to Part 23A. Glencore to con?rm whether GAIH is party to an existing Deed of Cross Guarantee. King Wood Mallesons 12002865_8 Legal Steps Plan 17 November 2014 136 Part 26 Refinance New Parent Co (if desired) These steps subject to con?rmation by Glencore Step Description Re?nancing New Parent Co Responsible Document ID [December 2015] Comments 26.1 GGFL loans funds to New Parent Co This step has not yet occurred. Resolutions 1 Board resolution of GGFL authorising execution of the loan agreement under which GGFL loans funds to New Parent Co. Board resolution of New Parent Co authorising execution of the loan agreement under which GGFL loans funds to New Parent Co. Transaction documents 3 Loan Agreement between GGFL and New Parent Co under which GGFL loans funds to New Parent Co. 26.2 New Parent Co uses the funds to return capital to GFD This step has not yet occurred. 1 KWM Note: Glencore corporate and/or LL (UK) to con?rm documentary requirements for capital reduction. King 8. Wood Mallesons 12002865_8 Legal Steps Plan 17 November 2014 137 Part 27 Repatriation of surplus funds in Chile Step Description Responsible Document ID Comments Share subscription in XKN and loan to Alberta Co 27.1 Chile Holdco uses its surplus funds to subscribe for ordinary shares in XKN Timing TBC (before part 23?) 1 27.2 XKN loans the funds, interest-free, to Alberta Co Timing TBC (before part 23?) 1 King 8. Wood Mallesons Legal Steps Plan 1 38 12002865_8 17 November 2014 Step Description Xstrata PNG Exploration Part 28 Further steps for Glencore to consider Document ID Responsible Comments 2 KWM note: we understand from Glencore that this company is being liquidated. Refer A Luckie email 22/10 forwarding relevant deregistration documents. Glencore Coal South America 3 KWM note: we understand from Glencore that GCSAL may be transferred to XT Co in 2015, or wound up. The steps above provide for GSAL to be transferred to an XT Co subsidiary, but not GCSAL. Glencore to con?rm whether steps for transfer or liquidation of GCSAL are to be included in this steps paper. Glencore Coal Canada Limited 4 KWM note: we understand from Glencore that transfer of this company is not included in the current PWC steps plan and Glencore is to further consider whether any steps are to be included in this paper. Sagittarius Mines Inc. 5 KWM note: we understand from Glencore that Glencore Queensland also holds an interest in Sagittarius Mines Inc. Glencore has con?rmed that this interest will not be transferred for the purpose of the corporate simpli?cation (Email from A Luckie 20/10). King 8. Wood Mallesons 12002865_8 Legal Steps Plan 17 November 2014 139 King Wood Mallesons Legal Steps Plan 140 12002865_8 17 November 2014 Other KWM documents  Board memorandum template: 12060706  King & Wood Mallesons 12002865_8 Legal Steps Plan 17 November 2014 141