-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EDNPFYr10LJadOukyeItJ0hI2XmxXrFK2GJUVKgtYe/8+JZu+3NCaZaZFoPNpsn2 gk2gm33Kax4WMOi7lNt7iA== 0001169232-04-003091.txt : 20040525 0001169232-04-003091.hdr.sgml : 20040525 20040525172617 ACCESSION NUMBER: 0001169232-04-003091 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20040525 GROUP MEMBERS: GLENCORE HOLDING AG GROUP MEMBERS: GLENCORE INTERNATIONAL AG SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CENTURY ALUMINUM CO CENTRAL INDEX KEY: 0000949157 STANDARD INDUSTRIAL CLASSIFICATION: PRIMARY PRODUCTION OF ALUMINUM [3334] IRS NUMBER: 133070826 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-47307 FILM NUMBER: 04830604 BUSINESS ADDRESS: STREET 1: 2511 GARDEN ROAD STREET 2: BUILDING A SUITE 200 CITY: MONTEREY STATE: CA ZIP: 93940 BUSINESS PHONE: 3042736000 MAIL ADDRESS: STREET 1: 2511 GARDEN ROAD STREET 2: BUILDING A SUITE 200 CITY: MONTEREY STATE: CA ZIP: 93940 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GLENCORE INTERNATIONAL AG CENTRAL INDEX KEY: 0001032383 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: BAARERMATTSTRASSE 3 STREET 2: P O BOX 555 CH 6341 BAAR CITY: SWITZERLAND BUSINESS PHONE: 4142227722 MAIL ADDRESS: STREET 1: BAARERMATTSTRASSE 3 STREET 2: P O BOX 555 CH 6341 BAAR CITY: SWITZERLAND SC 13D/A 1 d59778_sc13d-a.txt AMENDMENT NO. 1 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) CENTURY ALUMINUM COMPANY (Name of Issuer) COMMON STOCK, $0.01 Par Value (Title of Class of Securities) 156431 10 8 (CUSIP Number) Company Secretary Glencore AG Baarermattstrasse 3, P.O. Box 666 CH-6341 Baar, Switzerland Phone: 41-41-709-2563 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 19, 2004 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. |_| Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss.240.13d-7 for other parties to whom copies are to be sent. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 156431 10 8 13D Page 2 of 10 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON Glencore AG - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Switzerland - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER ----------------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 9,320,089 shares OWNED BY ----------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON WITH ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 9,320,089 shares - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,320,089 shares - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 29.5% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 156431 10 8 13D Page 3 of 10 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON Glencore International AG - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Switzerland - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER ----------------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 9,320,089 shares OWNED BY ----------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON WITH ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 9,320,089 shares - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,320,089 shares - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 29.5% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO, HC - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 156431 10 8 13D Page 4 of 10 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON Glencore Holding AG - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Switzerland - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER ----------------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 9,320,089 shares OWNED BY ----------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON WITH ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 9,320,089 shares - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,320,089 shares - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 29.5% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO, HC - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! Explanatory Note: This Amendment No. 1 (this "Amendment") amends the original Schedule 13D (the "Original Schedule 13D") filed by Glencore AG, Glencore International AG and Glencore Holding AG (collectively, the "Reporting Persons") with the Securities and Exchange Commission on April 12, 2001 relating to the common stock, par value $0.01 per share ("Common Stock") of Century Aluminum Company (the "Company"). The information set forth in this Amendment reflects, among other things: (i) a decrease in the percentage of Common Stock beneficially owned by the Reporting Persons following the Company's issuance and sale of 9,000,000 shares of Common Stock in a registered public offering that closed on April 14, 2004 and (ii) the conversion of 500,000 shares of the Company's 8% cumulative convertible preferred stock owned by Glencore AG into 1,395,089 shares of Common Stock. Unless otherwise indicated herein, each capitalized term used but not defined herein shall have the meaning assigned to such term in the Original Schedule 13D. Item 1. Security and Issuer Item 1 of the Original Schedule 13D is hereby amended and restated to read in its entirety as follows: This statement on Schedule 13D relates to the common stock, par value $0.01 per share ("Common Stock"), of Century Aluminum Company (the "Company"), a Delaware corporation. The Company's principal executive office is located at 2511 Garden Road, Building A, Suite 200, Monterey, California 93940. Item 2. Identity and Background Item 2 of the Original Schedule 13D is hereby amended by replacing Schedule I referenced therein with Schedule I to this Amendment. Item 5. Interest in Securities of the Issuer Item 5 of the Original Schedule 13D is hereby amended and restated to read in its entirety as follows: (a) The Reporting Persons beneficially own an aggregate of 9,320,089 shares of Common Stock, or 29.5% of the shares of Common Stock deemed outstanding. The aggregate number and percentage of shares of Common Stock beneficially owned by each person (other than the Reporting Persons) named in Item 2 is set forth opposite his respective name on Schedule I hereto. The beneficial ownership percentages set forth herein and on Schedule I hereto are based on the sum of (i) the 30,221,266 shares of Common Stock reported outstanding at April 26, 2004 in the Company's most recent quarterly report of Form 10-Q filed with the Securities and Exchange Commission on May 5, 2004 and (ii) the 1,395,089 shares of Common Stock issued upon conversion of the 500,000 shares of the Company's 8% cumulative convertible preferred stock (the "Preferred Stock") owned by the Reporting Persons. (b) The Reporting Persons share the power to vote or to direct the vote and dispose or to direct the disposition of 9,320,089 shares of Common Stock. To the best knowledge of the Reporting Persons, each person (other than the Reporting Persons) named in Item 2 has the sole power to vote or to direct the vote and dispose or to direct the disposition of the number of shares of Common Stock set forth opposite his name on Schedule I hereto. (c) On May 19, 2004, Glencore AG converted the 500,000 shares of the Preferred Stock owned by it into 1,395,089 shares of Common Stock at a conversion price of $17.92 per share. The conversion was effected in accordance with the terms of the Certificate of Designation for the Preferred Stock, which is attached as Exhibit 3 to the original Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission on April 12, 2001. On April 13, 2004, Mr. Craig A. Davis, the Company's Chairman and Chief Executive Officer and a director of Glencore International AG, acquired 44,212 shares of Common Stock upon the vesting of performance share units previously granted to him under the Company's 1996 Stock Incentive Plan. To the best knowledge of the Reporting Persons, except for the foregoing, there have been no transactions in Common Stock by the Reporting Persons or any other person named in Item 2 during the past sixty days. 5 (d) None. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Item 6 of the Original Schedule 13D is hereby amended and restated to read in its entirety as follows: The Company and Glencore AG are parties to the Stock Purchase Agreement, pursuant to which Glencore AG purchased 500,000 shares of the Company's Preferred Stock. Each of Glencore International AG, Craig A. Davis and Willy R. Strothotte is a party to a Lock-Up Agreement (the "Lock-Up Agreement"), dated as of March 25, 2004, pursuant to which each of them has agreed that without the prior written consent of Credit Suisse First Boston LLC and Morgan Stanley & Co. Incorporated, as representatives on behalf of the underwriters of the Company's registered public offering that closed on April 14, 2004, none of them will, during the period ending 90 days after April 7, 2004: (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock. Except as set forth in the Stock Purchase Agreement, which is attached as Exhibit 2 to the original Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission on April 12, 2001 and incorporated herein by reference, and the Lock-Up Agreement which is attached as Exhibit 3 hereto and incorporated herein by reference, to the best of the knowledge of the Reporting Persons, there exist no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the Company, including but not limited to transfer or voting of any securities of the Company, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Item 7. Material to Be Filed as Exhibits 1. Joint Filing Agreement (filed herewith). 2. Stock Purchase Agreement, dated as of March 30, 2001, by and between the Company and Glencore (incorporated by reference to Exhibit 2 to the original Schedule 13D previously filed with the Securities and Exchange Commission on April 12, 2001). 3. Lock-Up Agreement, dated as of March 25, 2004, by and among Credit Suisse First Boston LLC and Morgan Stanley & Co. Incorporated and the persons listed on Schedule I thereto (filed herewith). 6 Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date May 21, 2004 Glencore AG By: /s/ Eberhard Knoechel --------------------------------- Name: Eberhard Knoechel Title: Director By: /s/ Andrew Bentley --------------------------------- Name: Andrew Bentley Title: Officer Glencore International AG By: /s/ Zbynek E. Zak --------------------------------- Name: Zbynek E. Zak Title: Director By: /s/ Ivan Glasenberg --------------------------------- Name: Ivan Glasenberg Title: Director Glencore Holding AG By: /s/ Willy R. Strothotte --------------------------------- Name: Willy R. Strothotte Title: Director By: /s/ Ivan Glasenberg --------------------------------- Name: Ivan Glasenberg Title: Director 7 SCHEDULE I Set forth below are the names, business addresses and present principal occupations of the directors and executive officers of Glencore AG, Glencore International AG and Glencore Holding AG. The executive officers of each of Glencore AG and Glencore Holding AG are the directors of each of such companies. The executive officers of Glencore International AG are the persons listed as directors whose principal occupation is with Glencore International AG. Unless otherwise indicated, the present principal occupation of each person is with Glencore International AG. If no business address is given, the director's or officer's address is Baarermattstrasse 3, CH-6341, Baar, Switzerland. Unless otherwise indicated, all of the persons listed below are citizens of Switzerland. To the best knowledge of the Reporting Persons, except as set forth below, none of the persons listed below beneficially owns any shares of Common Stock of the Company. Directors of Glencore AG:
Name Position Business address Share Ownership - ---- -------- ---------------- --------------- Willy R. Strothotte Chairman 23,500 shares of Common (Citizen of Germany) Stock which includes 23,500 shares which are subject to options presently exercisable, representing .07% of the Company's outstanding Common Stock. Zbynek E. Zak Chief Financial Officer Eberhard Knoechel Director 23,300 shares of Common Stock, representing .07% of the Company's outstanding Common Stock Josef Bermann Director Ivan Glasenberg Chief Executive Officer (Citizen of Australia)
8 Directors of Glencore International AG:
Name Position Business address Share Ownership - ---- -------- ---------------- --------------- Willy R. Strothotte Chairman 23,500 shares of Common (Citizen of Germany) Stock which includes 23,500 shares which are subject to options presently exercisable, representing .07% of the Company's outstanding Common Stock. Ivan Glasenberg Chief Executive Officer (Citizen of Australia) Zbynek E. Zak Chief Financial Officer Peter A. Pestalozzi Attorney, Pestalozzi Loewenstrasse 1 Gmuer & Patry CH-8001 Zurich, Switzerland Craig A. Davis Chairman & Chief Executive 2511 Garden Road, Bldg. 349,025 shares of Common (Citizen of the US) Officer of the A, Suite 200, Monterey, Stock which includes Company California 93940 150,000 shares which are subject to options presently exercisable, representing 1.1% of the Company's outstanding Common Stock.
Directors of Glencore Holding AG:
Name Position Business Address Share Ownership - ---- -------- ---------------- --------------- Willy R. Strothotte Chairman 23,500 shares of Common (Citizen of Germany) Stock which includes 23,500 shares which are subject to options presently exercisable, representing .07% of the Company's outstanding Common Stock. Ivan Glasenberg Chief Executive Officer (Citizen of Australia)
9 Zbynek E. Zak Chief Financial Officer Peter A. Pestalozzi Attorney, Pestalozzi Loewenstrasse 1 Gmuer & Patry CH-8001 Zurich, Switzerland Craig A. Davis Chairman & Chief 2511 Garden Road, 349,025 shares of Common (Citizen of the US) Executive Officer of Bldg. A Suite 200, Stock which includes the Company Monterey 150,000 shares which are California 93940 subject to options presently exercisable, representing 1.1% of the Company's outstanding Common Stock. Eberhard Knoechel Director 23,300 shares of Common Stock, representing .07% of the Company's outstanding Common Stock. Daniel Dreyfuss Managing Director - 50 Berkley Street, London Office London W1J 8HD, United Kingdom
10 EX-1 2 d59778_ex1.txt JOINT FILING AGREEMENT EXHIBIT 1 JOINT FILING AGREEMENT Each of the undersigned hereby agrees to the joint filing on behalf of each of them of this Amendment No. 1 to the statement on Schedule 13D (including any amendments thereto) with respect to the common stock, par value $0.01 per share, of Century Aluminum Company. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument. IN WITNESS WHEREOF, the undersigned hereby execute this Agreement, this 21st day of May, 2004. Glencore AG By: /s/ Eberhard Knoechel -------------------------------- Name: Eberhard Knoechel Title: Director By: /s/ Andrew Bentley -------------------------------- Name: Andrew Bentley Title: Officer Glencore International AG By: /s/ Zbynek E. Zak -------------------------------- Name: Zbynek E. Zak Title: Director By: /s/ Ivan Glasenberg -------------------------------- Name: Ivan Glasenberg Title: Director Glencore Holding AG By: /s/ Willy R. Strothotte -------------------------------- Name: Willy R. Strothotte Title: Director By: /s/ Ivan Glasenberg -------------------------------- Name: Ivan Glasenberg Title: Director EX-3 3 d59778_ex3.txt LETTER EXHIBIT 3 [LETTERHEAD OF GLENCORE AG] Credit Suisse First Boston LLC Eleven Madison Avenue New York, New York 10010 Morgan Stanley & Co. Incorporated 1585 Broadway New York, NY 10036 March 25, 2004 Dear Sirs and Mesdames: The undersigned understands that Credit Suisse First Boston LLC ("CSFB") and Morgan Stanley & Co. Incorporated ("Morgan Stanley") propose to enter into an Underwriting Agreement (the "Underwriting Agreement") with Century Aluminum Company, a Delaware corporation (the "Company") and possibly Century Aluminum Employees Retirement Plan and the Century Aluminum of West Virginia, Inc. Hourly Employees Pension Plan (together, the "Selling Shareholders"), providing for the public offering (the "Public Offering") by the several Underwriters, including CSFB and Morgan Stanley (the "Underwriters"), of shares (the "Shares") of the Common Stock, $.01 par value of the Company (the "Common Stock"). To induce the Underwriters that may participate in the Public Offering to continue their efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of CSFB and Morgan Stanley on behalf of the Underwriters, it will not, during the period commencing on the date hereof and ending 90 days after the date of the final prospectus relating to the Public Offering (the "Prospectus"), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (a) the sale of any Shares to the Underwriters pursuant to the Underwriting Agreement, (b) transactions relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the Public Offering, (c) transfers of shares of Common Stock as bona fide gifts; provided that (i) the transferee agrees to enter into a lock-up letter substantially in the form of this Lock-Up Agreement and (ii) the undersigned shall not be required to, and shall not voluntarily, file a report on Form 4 under Section 16(a) of the Securities Exchange Act of 1934 reporting a reduction in beneficial ownership of shares of Common Stock during the restricted period referred to in the foregoing sentence and (d) sales or other dispositions of shares of Common Stock to the Company to discharge tax withholding obligations resulting from the vesting of performance shares during the term of the Lock-Up Agreement; provided that (i) the undersigned is listed on Schedule I hereto and (ii) the aggregate number of shares withheld by the Company for all persons listed on Schedule I hereto shall not exceed 100,000 shares of Common Stock. In addition, the undersigned agrees that, without the prior written consent of CSFB and Morgan Stanley on behalf of the Underwriters, it will not, during the period commencing on the date hereof and ending 90 days after the date of the Prospectus, make any demand for or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company's transfer agent and registrar against the transfer of the undersigned's shares of Common Stock except in compliance with the foregoing restrictions. The undersigned understands that the Company and the Underwriters are relying upon this Lock-Up Agreement in proceeding toward consummation of the Public Offering. The undersigned further understands that this Lock-Up Agreement is irrevocable and shall be binding upon the undersigned's heirs, legal representatives, successors and assigns. Whether or not the Public Offering actually occurs depends on a number of factors, including market conditions. Any Public Offering will only be made pursuant to an Underwriting Agreement, the terms of which are subject to negotiation between the Company and the Underwriters. If for any reason the Underwriting Agreement shall be terminated prior to the Closing Date (as defined in the Underwriting Agreement), the agreement set forth above shall likewise be terminated. Very truly yours, GLENCORE AG /s/ Zbynek E. Zak /s/ Lotti Grenacher Hagmann ----------------- --------------------------- Zbynek E. Zak Lotti Grenacher Hagmann Director Officer Schedule I Craig A. Davis Gerald J. Kitchen David W. Beckley E. Jack Gates Daniel J. Krofcheck Steve Schneider Peter C. McGuire John C. Fontaine John P. O'Brien Robert E. Fishman William R. Hampshire Roman A. Bninski Stuart M. Schreiber Willy R. Strothotte Glencore International AG -----END PRIVACY-ENHANCED MESSAGE-----