Glencore Regulatory News (GLEN)

Glencore plc

Baar, Switzerland

13 June 2023

Viterra to merge with Bunge

Glencore plc, the Canada Pension Plan Investment Board and British Columbia Investment Management Corporation, the shareholders of Viterra Limited, have concluded an agreement with Bunge Limited to merge Bunge and Viterra in a cash and stock transaction to create a premier diversified global agribusiness solutions company, as announced by Bunge today.

Under the terms of the agreement, Glencore will receive approximately $3.1 billion in Bunge stock and $1.0 billion in cash for its c. 50% stake in Viterra1 resulting in Glencore then holding c. 15% in the combined group2. The transaction would result in a larger, more diversified business, with significant synergy and re-rating potential. Glencore has agreed to not sell any stock in Bunge for a period of 12 months following the completion of the merger, and thereafter to only sell Bunge shares in orderly sales. Glencore will review periodically its strategy in respect of the shareholding.

The merger, subject to satisfaction of customary closing conditions, including receipt of regulatory approvals and approval by Bunge shareholders, is expected to close in mid-2024.

Gary Nagle, CEO, Glencore, commented:

"The merger of Viterra with Bunge is expected to realise significant value for Glencore. Our investment in the agriculture sector dates back over 40 years and has grown from being a small grains trader to being part of a world leading, fully integrated global agriculture network.

The combined group would be a premier pure-play agribusiness solutions company, well placed to meet increased global demand as well as the ongoing challenge of providing sustainable, traceable food and feed products to customers around the world. This would be underpinned by a rigorous focus on creating value for all stakeholders."

Note 1: Glencore to receive 32.8 million shares valued at approximately $3.1 billion as per the last closing price of $93.79 on Monday, 12 June 2023.

Note 2: before the commencement of Bunge's announced $2 billion share buyback programme.

Background

Viterra is Glencore's legacy vertically integrated business focused on the global agricultural product value chain. In 2016 the Canada Pension Plan Investment Board and British Columbia Investment Management Corporation acquired interests in the business, reducing Glencore's stake to c. 50%. The gross assets of Viterra on 31 December 2022 were $23.5 billion, and for the year to 31 December 2022 it generated revenue of $53.9 billion, EBITDA of $2.6 billion and profit before tax of $1.4 billion. The implied valuation of Viterra under the merger is $8.1 billion. The Viterra senior management team comprises CEO David Mattiske, CFO Peter Mouthaan, and the Executive Directors for Global Markets Francis Mardon and Bas van Hoorn.

All numbers are based on IFRS and references to $ are to US dollars. Glencore plans to apply the cash proceeds to repay existing borrowings.

For further information please contact:

www.glencore.com

Glencore LEI: 2138002658CPO9NBH955

Notes for Editors

Glencore is one of the world's largest global diversified natural resource companies and a major producer and marketer of more than 60 commodities that advance everyday life. Through a network of assets, customers and suppliers that spans the globe, we produce, process, recycle, source, market and distribute the commodities that support decarbonisation while meeting the energy needs of today.

With around 140,000 employees and contractors and a strong footprint in over 35 countries in both established and emerging regions for natural resources, our marketing and industrial activities are supported by a global network of more than 40 offices.

Glencore's customers are industrial consumers, such as those in the automotive, steel, power generation, battery manufacturing and oil sectors. We also provide financing, logistics and other services to producers and consumers of commodities.

Glencore is proud to be a member of the Voluntary Principles on Security and Human Rights and the International Council on Mining and Metals. We are an active participant in the Extractive Industries Transparency Initiative.

We recognise our responsibility to contribute to the global effort to achieve the goals of the Paris Agreement by decarbonising our own operational footprint. We believe that we should take a holistic approach and have considered our commitment through the lens of our global industrial emissions. Against a 2019 baseline, we are committed to reducing our Scope 1, 2 and 3 industrial emissions by 15% by the end of 2026, 50% by the end of 2035 and we have an ambition to achieve net zero industrial emissions by the end of 2050. For more detail see our 2022 Climate Report on the publication page of our website at glencore.com/publications.

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Disclaimer The companies in which Glencore plc directly and indirectly has an interest are separate and distinct legal entities. In this document, "Glencore", "Glencore group" and "Group" are used for convenience only where references are made to Glencore plc and its subsidiaries in general. These collective expressions are used for ease of reference only and do not imply any other relationship between the companies. Likewise, the words "we", "us" and "our" are also used to refer collectively to members of the Group or to those who work for them. These expressions are also used where no useful purpose is served by identifying the particular company or companies.