Glencore plc ($GLEN)

Good morning. My name is Kalidas Madhavpeddi, and I'm the Chair of your Board of Directors. Welcome. It's now 12 noon. Let me just check, and I call the meeting to order. When you arrive here today, you receive a package of information. Please read it carefully. It has important information regarding your safety while you're here as well as procedures for the conduct of this meeting. Now it's my pleasure to introduce my colleagues on the Board and management here on the dais and on the line. First to my right, Gary Nagle, CEO and Director; Paca Zuleta, Director; Martin Gilbert, Chair of Remuneration Committee; Liz Hewitt, Chair of Audit Committee; John Wallington, Chair of HSEC Committee; Cynthia Carroll, Chair of Ethics, Culture and Compliance; John Burton, our Company Secretary; and on the phone with our apologies for not being here in person, our Senior Independent Director, Gill Marcus. I'd like to start by highlighting a number of topics that the Board has been following, which are likely relevant to our shareholders. First, the health and safety of our employees is our #1 priority. We have improved safety metrics. We have decreased recordable injuries, and we reduced the number of fatalities. But I'm saddened to say that we still had 2 fatalities last year, and 3 of our colleagues in Kazakhstan perished just a month ago. Our hearts go out to their families and our colleagues in those locations. But management, the HSEC committee and the Board are laser-focused on our continuous improvement in safety. In December, we hosted our Capital Markets Day. We outlined the compelling investment case for Glencore and the significant progress we've made on derisking our exceptional portfolio of copper projects. These projects are mostly brownfield and will be highly capital efficient. Our base copper business will go to over 1 million tonnes by the end of 2026 on an annualized basis and 1.6 million tonnes by 2035, making Glencore one of the largest copper companies in the world. We also discussed our coal and our unique marketing business. All these components provide a portfolio that allows this company to be ready for the future in terms of growth. In respect of last year's performance, we announced a cash distribution of $0.17 a share, and we paid out $2 billion. In July, we completed the sale of our Viterra business and the Bunge shares that we received were the underpinning for an additional share buyback. We bought back $1.8 billion of shares at an average price of USD 4.40 compared to today's market price of $7.70 a share. Now I'll play a short video that captures who we are and how we operate. [Presentation]

As, I've noted before the role of non-exec directors is not just complete by sitting round boardroom table. Last year, Board members visited the EVR facilities in Canada, the coal, oil and alloys in South Africa. When we go on these site visits, we meet with employees, unions, we see the community and we get a 360-degree view of what's happening in each location. With that, let me turn it over to Gary for his comments.

Thanks, Kalidas, and good afternoon. I think it is already. Good afternoon. Great to see familiar friends. Welcome. Nice to see you back here to those dialing in online. Good to have you as well, wherever you are. Good morning, good evening, good afternoon. Terrific to be back at an AGM for our shareholders. We'll just run through a few slides quickly before we move into the proceedings of the day. We've added a few extra slides to what we've had in previous years, just to put a context around some of the issues and topics that Kalidas raised. And it would be remiss if we don't start with safety. It is of all our values, the most important value within our organization. And Glencore has been on a journey. It's a journey that never ends, the ultimate elimination of all fatalities, but not only elimination of fatalities, but elimination of all harm, all injuries. Sadly, as Kalidas mentioned, we lost 2 of our colleagues during the course of 2025, and we have had an incident this year that you know about. But as you can see from the hard work put in from our health and safety team, but not only our health and safety team from each and every one of our employees around the world, our progression to zero harm is unrelenting, and the improvement is clear. As a group, we continue to improve year-on-year. And in fact, we are now better than the -- our peers within the average ICMM membership, something that we're proud of, but not proud enough yet because until we get to 0 fatalities and zero harm, we have not yet achieved what we want to achieve. Looking at our financial scorecard for 2025. Many would have seen this, a very pleasing year despite challenging headwinds and economic conditions. Adjusted EBITDA for the group of $13.5 billion, made up predominantly of our industrial asset base, just short of $10 billion and a middle of the range, very good performance from our marketing business of just under $3 billion of marketing EBIT. That marketing EBIT driven primarily through the metals business. Many of you who were here in previous years would have remembered outstanding years in our energy business. Last year, the energy business was a much smaller contributor because the trading set and marketing set in front of us it presented us with opportunities in the metal side. And that is testament to the diversified portfolio that we have in our business. So a very pleasing result on the marketing business, middle of the range, middle of our new revised range or upward revised range. So again, a very pleasing result. Debt levels very low, below 1x adjusted net debt to EBITDA and over $10 billion of cash generated and allowing us to return $2 billion to our shareholders. So a pleasing financial result, very good to see that we started this year very well as well. You would have noticed some commentary around our marketing business in our Q1 production report. Commodity prices are higher. So as we go into Q2 and the remainder of the year, it bodes for hopefully a better 2026. Our priorities particularly for 2026, as I said in the beginning of the presentation, first and foremost, safety. And that's not just a 2026 priority. That's a priority in everything we do and every day that we operate. We continue to strive to ensure zero harm in our business. The focus on operational excellence is key in our business. Last year, for the second year in a row, we met our production guidance across our key commodities and very proud of that because going back a few years, that was one of the challenges that we've had. We've refreshed management teams. We've refreshed processes and procedures. We've refreshed operating models and allowing us to deliver consistent operational performance through our operations. And we continue to see pleasing results into Q1 of 2026. Kalidas also mentioned our organic growth, particularly in our copper business. We continue to progress all those projects. And we have a number of projects, mainly brownfield projects, largely across South America and a little bit in Africa, where we continue to grow our copper business through organic brownfield, low-risk, low capital intensity projects, something that is probably the envy of most of the rest of the industry and a lot of work happening this year to bring those to market. From a balance sheet perspective, we remain -- we focus on having a very strong balance sheet. That allows us to lever this business towards developing these projects, investing in future business opportunities and very importantly, providing returns to you as shareholders. And that is what it ultimately leads to is value creation for shareholders. We've seen terrific returns for shareholders over the years through the form of share appreciation, through the form of buybacks and obviously through the form of dividends. So the investment case for Glencore, which those who attended our Capital Markets Day in December will remember what this slide looks like, but just to take you through it in a few minutes. We have an exceptional portfolio. Firstly, copper, which is the commodity of the future, terrific supply-demand dynamics of that commodity, something that underpins the growth of -- underpins global growth, particularly around data centers, AI, energy transition and just basic -- and base economic growth. We, as Glencore, have a terrific base copper business. Kalidas mentioned, we'll be back to a base business of over 1 million tonnes of copper by 2028. And the growth beyond that to beyond 1.6 million tonnes by 2035 and potentially higher than that. So very, very exciting times for us. In addition to that, we have a very exciting portfolio of copper -- excuse me, of coal, nickel, zinc, coal, energizing the world today as the world transitions, steelmaking coal, providing the metal that we need as the world grows into a more prosperous future. Our marketing business is another key pillar that we always talk about, and this sets us apart. It is a leading marketing business that many of our peers would love to have in their business and don't. It's something that differentiates Glencore from its mining peers. It allows us to be in the market, buying and selling commodities every day, providing services to our customers. And this is a business that year in, year out provides terrific returns for shareholders and a great service for our customers. It's a leading business, and we continue to invest in it and grow it further. Our portfolio is more optimized, more simplified, and our management structure has been changed around accountability. And that you've seen pay dividends through the fact that we've been able to meet our production guidance year in, year out. That operating model has been proved. It's been tested. It's reduced overheads, it's improved accountability, and we see the results in the fact that our performance is meeting market expectations. And ultimately, like the last slide, what are we here for is a long-term value creation for you as shareholders, returning over $27 billion to shareholders since 2021. So terrific returns for you. That's what we're here to do. We want to do it safely. We want to do it responsibly and very excited for the years ahead. Thank you very much.

Thanks, Gary. I can now proceed to the formal part of today's meeting. Before taking a vote on the resolutions, I invite questions from shareholders. When seeking to ask a question, please raise your hand and hold your yellow proxy card as we may only take questions from shareholders. Gentleman in the front, please.

Thank you very much. My name is Emmanuel Adjei Danso, the Director for Mining and Energy Sector IndustriALL Global Union. I'm very pleased to be here. Just want to bring an issue to your attention. Yesterday, we met with our affiliates across the Glencore operations and among other issues they raised was the poor consultation process in the ongoing transition, particularly in Colombia. Also the fragmentation in your transition plan focusing on low carbon framing without the union integrated in the process. Also the increasing subcontracting across as a business model, especially when you want to reduce your liabilities, especially within the coal sectors. Another issue they also raised was that there was no equal gender mainstreaming policies across your operations. Over the years, we realized that the AGM will not be the appropriate forum for us to seek resolve on all these matters. However, we choose to also come and attend the AGM because we don't have a structured dialogue. As such, we intend to seek a new path with Glencore in a more predictable labor relations that seek to protect shareholders' value and also bring better yield for Glencore. In view of that, we want to ask Glencore, in this new direction, are you willing to institutionalize social dialogue from the global perspective and also a regional perspective around maybe good price volatility, just transition planning, standardization of gender midstream initiative, this may not necessarily be handled regionally, but would need some global perspective from your good selves and industrial in terms of policy direction.

Thank you very much. I think your question was regarding Colombia specifically. And we believe we have very good relationships at Cerrejon, for example, with our unions. We've reached agreements over a number of years with them. In terms of some kind of a larger scale that you're looking for, what we find is that each one of our assets is very individualistic. And the labor agreements are unique to that property. Our management teams that run those operations are in the best shape to deal with those issues. And that's why our agreements are set up the way they are. Gary, did you want to comment anything?

Yes. Thanks very much for your question, and welcome. I think we've had a very constructive dialogue with IndustriALL, and we appreciate that approach of being constructive. And I know you deal a lot with Derrick Crowley, our Head of Human Resources. Specifically around your question and the various topics that you raised, we do have policies that we set here from a global level around the issues that you raise, whether it be energy transition, whether it be gender policy, DEI and the likes. That gets delegated down to the sites and the sites then implement those. So when the various unions at site level are dealing and negotiating and working with our sites, they are under the umbrella of the global policies around DEI, around energy transition, around subcontracting, around the various issues that you raise. So I think it's important to recognize that, as Kalidas said, in the various regions, which each have their own dynamics and their own labor laws and their own local laws, which one has to comply with, there is an overall umbrella that comes from head office, which sets broad policies around it, but cannot contradict what local policies and local laws and regulations are. So it's finding that right middle ground to ensure that those policies and -- or the local laws are adhered to and global policies are implemented. And that's the approach that we take, and I think it has been constructive in the discussions that we've had with many of our unions and with industrial.

Lady on the left.

My name is Anna Leissing. I'm the Director of Voices, a human rights organization based in Bern, focusing on the rights of indigenous peoples and minorities. And I'm very grateful to be here and to have the opportunity to draw your attention to what we believe is a risk. And first of all, a risk to local communities in Brazil who live close to a mine called Mineracao Rio do Norte and who fear that the tailing dams around this mine might eventually break and destroy their homes and livelihood. And since Glencore holds 45% of the shares in this mine, we believe it is a risk to the company, too. And that's why we're here to ask what has Glencore done in the past and what will you do in the future to ensure transparent information about how these dams are built, about safety and security for local communities and about emergency measures that they ask for. And before you answer just quickly, I know we have asked this question before. We have asked this question based on a study that showed that the communities do not feel well informed. They do not feel safe. They live in fear, and we know that these fears do not come out of nowhere. And today, we have a new research and findings that conclude that the risks of these dams are currently underestimated and that there is not enough safety measures. So that's why we insist and want to know what can you do, what do you do as the biggest shareholder of this mine to ensure transparency and safety for the local communities in Brazil. Thank you.

Thank you for coming from Bern to visit with us today. So first of all, let me just talk about overall how we manage tailings dams in the assets that we own worldwide. So there are roughly about 140-plus dams, and we publish actually detailed reports on each one on our website. So you can see how we're making progress in improving and running those tailings dams. In your specific question about MRN in Brazil. So MRN, as you rightly pointed out, we are one of the shareholders. And through our representation on the Board, whether it's a technical committee or some other committee, we pass on the same kind of ideas in terms of making sure that technical factors are taken into account and MRN is run by-- the folks that run MRN, and they can provide you more information on that issue. Gary, did you want to add anything?

Yes.

Gentleman there, I think, who raised his hand earlier.

[Interpreted] Well, we have announced that following the energy transition that has just taken place, Glencore has different mining operations that have to be closed, in particular, [Earon] in 2024. And for this procedure, we have had a plan. It was set with the participation of workers. Sintracarbon and 2 other trade unions have then drafted a document for the entire sector. And there were different motions that we have made, and we would like to kindly request that these motions be discussed with the company so that it would take responsibility regarding the workers. On the 1st of May 2025, these motions have been sent out to the company. And ever since the company and Cerrejon have not shown any interest to come up with an agreement. Not only did they not follow our motions, but they also stated that Glencore now reduces its responsibilities. So to speak, they committed some work outside external labor. And between 2024 and today, we've seen that a lot of collective bargaining agreements points have not been met, which led to the fact that the situation of the workers is getting more and more difficult. So given the situation, the question is as follows: will Glencore commit to also include -- consider inclusive plans so as to make sure that the workers can also participate, workers that might be hit by these closures of the site.

Thank you for your question. So first of all, Cerrejon doesn't close until 2034. Maybe that was lost in translation came across as 2024, which is roughly 8-plus years away. The plans in terms of the closure of Cerrejon in 2034 will be something that the company works together with the government, with communities, with the unions and come up with a coordinated approach to how to address that closure issue, including rehabilitation and taking care of the property. So I think it's very important that we understand the time line as well as what the process is. And we need the involvement of the government, communities, other businesses before we can come up with a transition plan that helps all. Gary, do you want to add something?

No, that's perfect.

At Ulan Underground, Glencore workers have now spent close to 2 years bargaining for a replacement agreement. Gone without a pay rise since March 2023, endured multiple failed votes, industrial action, lockouts and lengthy legal proceedings only for Glencore to continue appealing and prolonging the process even after a Fair Work Commission declared bargaining intractable and rejected claims the union had failed to bargain in good faith. My question is, why is Glencore so determined to weaponize delays against its own workforce at Ulan Underground? And what point does repeatedly extending bargaining, resisting resolution pathways, appealing decisions and dragging workers through prolonged legal processes stop being good faith bargaining and start being a deliberate strategy to financially exhaust workers into accepting less -- and if Glencore generally believes in the industrial relations system, why won't it accept the independent unbiased findings and work towards a timely outcome instead of using an avenue -- every avenue possible to delay the resolution while workers and their families continue to carry the cost.

Thank you for your question. I appreciate you coming all the way from Australia to raise the question. So as I understand it with Ulan Underground, the request for the agreement is based on comparing itself to other mines that are different in terms of work rules and in terms of compensation. So as you know very well, it's the work rules that dictate how the collective bargaining or employment agreements are structured in each region. And that's the basis of how the Ulan underground was set up. Gary, did you want to add anything more?

No. I mean, yes, I do. Thank you first for your question, and thanks for coming. We appreciate it. And we very much respect and appreciate the hard efforts and work put in by our workforce around the world, including in Australia, including New South Wales and particularly at Ulan. We've negotiated in good faith. These negotiations are not always the easiest negotiations. You know that. We've all been on both sides of the table over time. And sometimes they get a bit heated, sometimes they get difficult. But we certainly have negotiated in good faith. We want our workforce to have a fair wage. That's the right approach. And that's how we approach these things, and we want harmony within our workplace. Obviously, both sides have recourse to various legal routes to the extent that one cannot reach agreement, and we respect the rights and the ability of the union to take legal action as we would like the union to respect our rights to take legal action when we believe that there's an avenue for either party. This, as I understand, the issue at Ulan is now before the Fair Works Commission. We support that process, and we'd like to see how that process develops to try and hopefully, in the coming months, settle on a fair agreement between both sides.

Anybody back there? Lady in front.

My name is Karen Larkins. I'm from Australia. I work for Glencore at United Wambo Joint Venture. New South Wales Minerals Council is pushing to dramatically reduce the length of time that coal mine workers will have protection from dismissal and access to accident pay when injured at Glencore and other coal mine sites in New South Wales, Australia. Is Glencore supporting this position to wipe their hands of workers they injure in the mine sooner and much cheaper? And what is the risk to Glencore's social license to operate of failing to look after these workers when they are at their most vulnerable?

Well, again, thank you very much for coming all the way from Australia to raise the issue. First, I think our agreements everywhere are based on UN principles. We're aligned with the different standards like the IFC, et cetera. And we try to make sure that we are respectful of all our employees with the right to unionize, et cetera. So I'm not sure about the specific issue that you're raising, but I'm happy to have our HR team, Derrick Crowley, sitting here perhaps to meet with you and answer the question.

Maybe I can just add something to that, Karen, and thank you again for your question. Thank you for being here. Certainly, our Chairman emphasized in his opening remarks and certainly our first slide of my remarks were about safety. And it is -- we have 6 values, but that is our #1 value, the safety of our people, and we don't pay lip service to that. So certainly, keeping people safe every day is our #1 priority. You raised an approach being taken by the New South Wales Minerals Council. As Kalidas mentioned, I'm not fully aware of what the New South Wales Minerals Council is doing on a day-to-day basis. We're very happy to take up your concerns and follow that up. Yes, Derrick here, as Kalidas mentioned, but we have Peter Sharp, who runs our Australian business in -- out of the Hunter Valley. I'm sure he'd be very willing to discuss these issues. But like all of us sitting up here in front of you, he ascribes to that value of safety first and looking after our workforce. I can assure you of that.

Thank you again. Appreciate it. Gentleman in the front.

Thank you. My name is Jeremy McWilliams. I'm a union official with the Mining and Energy Union from Australia. And this question is in relation to bargaining that's ongoing at a number of Glencore sites in the Hunter Valley in Australia. Australia's same job, same pay laws were introduced to stop companies using labor hire arrangements to undercut the wages and direct-- of directly employed workers. So why is Glencore now uniformly pursuing lower tier classification structures through enterprise agreement negotiations at multiple sites in Australia that would apply to no direct employees and serve no purpose other than suppressing the benchmarks labor hire workers are compared against. Does the Board accept that this creates an appearance that Glencore is attempting to engineer around the intent of Australian industrial laws? And if not, what legitimate operational purpose does this approach actually serve? And given how popular these laws have been in Australia, has the Board considered the obvious brand damage that Glencore is likely to face in Australia in the aftermath of the enormous media and social media campaign that the Mining and Energy Union is now running.

Thank you again. We've got quite an Australian contingent here. So always good to see you and appreciate you bringing it up. I think you're specifically asking about Mangoola, where we're discussing the issue of same work, same pay. This is regarding paying somebody who's got 5 years' experience that can run a -- can do a cat-- skinning or can run a truck or a shovel and somebody with more skills and more training should be paid more than somebody with 1-year experience that's, say, a truck driver. I think that's where the difference comes from. We believe that people should get paid with the bigger flexibility they have and the training that they have. And we do not believe that contradicts the Australian law either in the letter or the spirit.

You rightly point out that, yes, there are some tiers that are being introduced through the negotiations that apply to currently engaged employees. There is an attempt from Glencore though, to introduce 2 new tiers that don't apply to any employees that are engaged directly by Glencore. They're engaged by labor hire companies on the job. The purpose of that new tier being introduced into the enterprise agreement is, in our view, simply for comparative purposes. So it drives down the comparative for same job, same pay laws.

Yes, Jeremy, I appreciate this is quite a complicated area of law in particular, labor law. First and foremost, be assured that we comply with all laws. That is our -- we do not try and break laws. It's one of our policies that we comply with the laws of the country that we operate. And in this case, all the labor laws of Australia. As Kalidas just rightly mentioned, between various operations, there's always differences, whether it be between the types of operation, the shift roster, the people, the skills, the types of jobs. And it's a delicate area to be able to navigate given that you're not comparing exact operations to exact operations. With regards specifically to the issue of labor hire and tiers, now this is getting into the real weeds of the detail. Not to say it's not important. It is very important. And I certainly appreciate you bringing this to our attention. It's not something that any of us here have full details on other than to say there is absolutely no intention to skirt the laws by bringing in additional tiers through labor hire. If we want to get into more detail on it, we're more than happy to do that. And the best place to do that, I think, is on the ground with Peter Sharp and his team in Australia in the Hunter Valley. They will be quite happy to meet with you, as I'm sure you've met with them before to explain their views. But just to reiterate, we're not about skirting the law or breaking the law. We want to comply and we do comply with all the laws.

Mr.[Sunil], do you have a question? Okay. I don't hear any more questions. So thank you all very much for coming. We will now proceed to the votes on the proposed resolutions. I ask you to exercise your vote on this meeting's resolutions by completing the poll card. When you have completed your poll card, please place it in the poll boxes, which the registrars will hold. They will stand by the exit doors. We will announce the results following completion of the count. Thank you very much for attending today's meeting. Wonderful to see you all, and we'll see you right outside the auditorium. I look forward to meeting you all. Thanks. This concludes the business of the AGM today. [Portions of this transcript that are marked [Interpreted] were spoken by an interpreter present on the live call.]