STOCK PURCHASE AGREEMENT by and between GLENCORE AG and GIVOLON LIMITED September 14, 2017 STOCK PURCHASE AGREEMENTStock Purchase Agreement • September 15th, 2017 • Givolon LTD • Primary production of aluminum
This Stock Purchase Agreement (this “Deed”) is made and entered into as of September 14, 2017 (the “Effective Date”), by and between Glencore AG, a company organized under the laws of Switzerland with registered number CHE-103.101.282 (“Seller”), and Givolon Limited, a company organized under the laws of Jersey (“Purchaser” and together with Seller, the “Parties” and each, a “Party”).
JOINDER AGREEMENTJoinder Agreement • September 15th, 2017 • Givolon LTD • Primary production of aluminum • England
This Joinder Agreement (“Agreement”) is made and entered into as of September 14, 2017 (the “Effective Date”), by the undersigned, Ryfold Limited, a company duly organized and existing under the laws of Jersey (“Ryfold”), in favor of the parties to the Framework Agreement (as defined below).
SHARE PURCHASE AGREEMENT by and between GLENCORE AG and RYFOLD LIMITED September 14, 2017 SHARE PURCHASE AGREEMENTShare Purchase Agreement • September 15th, 2017 • Givolon LTD • Primary production of aluminum
This Share Purchase Agreement (this “Agreement”) is made and entered into as of September 14, 2017 (the “Effective Date”), by and between Glencore AG, a company organized under the laws of Switzerland (“Seller”), and Ryfold Limited, a company organized under the laws of Jersey (“Purchaser” and together with Seller, the “Parties” and each, a “Party”). Capitalized terms used but not defined herein shall have the meanings given to such terms in the Framework Agreement (defined below).
FRAMEWORK AGREEMENT by and between GLENCORE AG and GIVOLON LIMITED September 14, 2017Framework Agreement • September 15th, 2017 • Givolon LTD • Primary production of aluminum
This Framework Agreement (this “Agreement”) is made and entered into as of September 14, 2017 (the “Effective Date”), by and between Glencore AG, a company organized under the laws of Switzerland (“GAG”), and Givolon Limited, a company organized under the laws of Jersey (“Givolon” and together with GAG, the “Parties” and each, a “Party”).
VOTING AUTHORIZATION AGREEMENT by and between GIVOLON LIMITED and GLENCORE AG September 14, 2017 VOTING AUTHORIZATION AGREEMENTVoting Authorization Agreement • September 15th, 2017 • Givolon LTD • Primary production of aluminum
This Voting Authorization Agreement (this “Agreement”), is made and entered into as of September 14, 2017 (the “Effective Date”), by and between Givolon Limited, a company organized under the laws of Jersey (“Givolon”) and Glencore AG, a company organized under the laws of Switzerland (“GAG” and together with Givolon, the “Parties” and each, a “Party”).
SCHEDULE to the Master Agreement dated as of September 14, 2017 between Glencore AG (“Party A”), a company organized under the laws of Switzerland, and Givolon Limited (“Party B”), a company organized under the laws of JerseyMaster Agreement • September 15th, 2017 • Givolon LTD • Primary production of aluminum
CALL OPTION AGREEMENTCall Option Agreement • September 15th, 2017 • Givolon LTD • Primary production of aluminum
This Call Option Agreement (this “Agreement”, or the “Givolon Call Option”), is made and entered into as of September 14, 2017 (the “Effective Date”), by and between Ryfold Limited, a company duly organized and existing under the laws of Jersey (the “Seller”) and Glencore AG, a company duly organized and existing under the laws of Switzerland (“Option Holder”). Seller and Option Holder are sometimes collectively referred to herein as the “Parties” and each is referred to individually as a “Party.”
JOINT FILING AGREEMENTJoint Filing Agreement • December 15th, 2017 • Givolon LTD • Primary production of aluminum
Each of the undersigned hereby agrees that this Amendment No. 1 to the statement on Schedule 13D is being filed with the Securities and Exchange Commission on behalf of each of the undersigned pursuant to Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
JOINT FILING AGREEMENTJoint Filing Agreement • September 15th, 2017 • Givolon LTD • Primary production of aluminum
Each of the undersigned hereby agrees that this statement on Schedule 13D is being filed with the Securities and Exchange Commission on behalf of each of the undersigned pursuant to Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
