Glencore International PLC RECOMMENDED MERGER OF -2-

"Working together, we will be able to provide customers with greater security of supply and a broader range of products and services. We buy from thousands of third-party commodity producers worldwide, and these relationships enable us to spot opportunities to grow our asset base before anyone else. Our enhanced scale, diversification and financial flexibility will enable us to capture more of these opportunities if they are right for the Combined Group.

"Our two companies have worked well together for over 10 years. I look forward to supporting Mick and working as part of what I am confident will be the leading team in the resources sector."

Sir John Bond, Xstrata plc non-executive Chairman said:

"The Xstrata plc Board recognises the merits of the Merger that will provide Xstrata shareholders with a significant stake in a unique new business at a premium to their Xstrata shareholding. The Merger will bring together two entrepreneurial and highly successful management teams to create a unique group with an exciting future. The Combined Group will continue Xstrata and Glencore's commitment to creating superior shareholder value, including a progressive policy for dividends and a robust governance framework to ensure the Combined Group's strategy can be delivered responsibly and transparently."

Simon Murray, Glencore non-executive Chairman, commented:

"Glencore's Board has unanimously agreed that the Merger is in the best interests of Glencore Shareholders. It builds upon the long-standing relationship between Xstrata and Glencore to the benefit of both companies. These two entrepreneurial companies have separately grown into leaders in the commodity industry, each with a different but highly complementary focus. Together these two companies will create an attractive group with the capabilities and scale to play a key role in meeting the growing global demand for commodities whilst helping resource holding countries create value from their natural endowments."

It is expected that the Scheme Document, containing further information about the Merger and notices of the Court Meeting and Xstrata General Meeting, together with the Forms of Proxy, will be posted to Xstrata Shareholders in April 2012, after the publication of the 2011 annual reports of each of Xstrata and Glencore. It is also expected that the Scheme will then become effective in the third quarter of 2012, subject to the satisfaction of the Conditions and certain further terms set out in Appendix 1 to this announcement.

It is also expected that the Glencore Prospectus, containing information about the New Glencore Shares, will be published at the same time as the Scheme Document is posted to Xstrata Shareholders.

The Glencore Circular will include full details of the Merger, together with the notice of the Glencore General Meeting at which the relevant resolutions will be proposed for the approval of the Merger by Glencore Shareholders, including as a "Class 1" transaction under the Listing Rules. The Glencore Circular is expected to be posted to Glencore Shareholders at the same time as the Scheme Document is posted to Xstrata Shareholders.

This summary should be read in conjunction with, and is subject to, the full text of the following announcement (including its Appendices). The Merger will be subject to the Conditions and certain further terms set out in Appendix 1 and to the full terms and conditions to be set out in the Scheme Document and the Forms of Proxy. Appendix 2 contains the sources and bases of certain information contained in this summary and the following announcement. Appendix 3 contains details of the irrevocable undertakings received by Xstrata and Glencore. Appendix 4 contains the Glencore Trading Update and Glencore Profit Estimate and also the Glencore Financial Advisers' and Deloitte LLP's reports on the Glencore Profit Estimate. Appendix 5 contains the definitions of certain terms used in this summary and the following announcement.

There will be an investor and analysts' presentation which will start promptly at 8.30 a.m. (London time) at the Media & Business Complex, London Stock Exchange, 10 Paternoster Square, London EC4M 7LS (use entrance at 20 Newgate Street).

The presentation will be available as a live webcast from www.xstrata.com.

An audio dial in facility is also available (listen only) from the following dial in numbers:

   UK (toll-free)                            0800 279 4977 
   USA (toll-free)                          1877 280 1254 
   Switzerland (toll-free)                0800 345 602 
   Australia (toll-free)                    1800 027 830 
   ROW                                       [phone] 

There will be a replay facility available for two days:

   Switzerland                               [phone] 
   USA                                         [phone] 
   Australia                                   [phone] 
   UK and ROW                           [phone] 
   Replay Access code:                 4484522# 

US investors

There will be a conference call for US investors at 2.30 p.m. (London time), 9.30 a.m. EST on Tuesday 7 February 2012.

Participant dial-in details are as follows:

Dial-in details:

 
 USA Toll:             [phone] 
 USA Toll Free:        1877 249 9037 
 Confirmation Code:    4604672 
 

Enquiries

 
 Glencore                                                  Xstrata 
 Paul Smith (Investors)        Simon Buerk (Media)         Martin Fewings (Investors)     Claire Divver (Media) 
 [phone]          [phone]        [phone]               [phone] 
 [e-mail]       [e-mail]    [e-mail]           [e-mail] 
 
 Elisa Morniroli (Investors)   Charles Watenphul (Media)   Caroline Yates (Investors)     Alison Flynn 
 [phone]           [phone]         [phone]               [phone] 
 elisa.morniroli               charles.watenphul           [e-mail]             [e-mail] 
  @glencore.com                 @glencore.com 
 
 PR Advisers 
 Finsbury                                                  Aura Financial 
 Guy Lamming                   [phone]        Michael Oke                    [phone] 
 Dorothy Burwell                                           Stephen Breslin 
                                                           Andy Mills 
 
                                                           StockWell Communications 
                                                           Philip Gawith                  [phone] 
 
 Financial Advisers to Glencore                            Financial Advisers to Xstrata 
 Citigroup Global Markets Limited                          Deutsche Bank (Joint Financial Adviser and Joint Corporate 
                                                           Broker) 
 David Wormsley                [phone]            Nigel Robinson                 [phone] 
 Simon Lindsay                                             Khaled Fathallah               [phone] 
                                                           Nick Bowers (Corporate 
 Tom Reid                                                   Broking)                      [phone] 
 
 Morgan Stanley & Co. Limited                              J.P. Morgan Limited (Joint Financial Adviser and Joint 
                                                           Corporate Broker) 
 Michel Antakly                [phone]            Ian Hannam                     [phone] 
 Laurence Hopkins                                          Barry Weir 
 Alastair Cochran                                          Neil Passmore (Corporate 
                                                            Broking) 
 
                                                           Goldman Sachs International (Joint Financial Adviser) 
                                                           Brett Olsher                   [phone] 
                                                           Luca Ferrari 
 
                                                           Nomura International plc (Joint Financial Adviser) 
                                                           William Vereker                [phone] 
                                                           William Barter 
                                                           Shaun Treacy 
 
 

Strategic consultant to each of Xstrata and Glencore

M. Klein and company, LLC and its affiliates

Michael Klein

Further information

This announcement is for information purposes only. It is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Merger or otherwise nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. The Merger will be made solely by means of the Scheme Document, which, together with the Forms of Proxy, will contain the full terms and conditions of the Merger including details of how to vote in respect of the Merger. Xstrata will prepare the Scheme Document to be distributed to Xstrata Shareholders. Xstrata urges Xstrata Shareholders to read the Scheme Document when it becomes available because it will contain important information in relation to the Merger. Glencore will prepare the Glencore Circular to be distributed to Glencore Shareholders. Glencore urges Glencore Shareholders to read the Glencore Circular when it becomes available because it will contain important information in relation to the Merger. Any vote in respect of the Scheme or other response in relation to the Merger should be made only on the basis on the information contained in the Scheme Document.