Amalgamation of Mining Companies (Special Provisions) Act, 1982

1.NACTED by the Parliament of Zalllbia. [15th March, 1982 Enactroont

1. This Act may be cited I\S the Amalgamation of Mining Short title C,,mpanios (Special Provisions) Act, 1982. l

2. This Act sha.U come into operation on the 17th March, 1982.

3. In this Aot, unJoss the context otherwise requires- " Heads of Agreement" means the Heads of Agreement scheduled hereto made on the 22nd Deoombor, 1981 (as varied by Supplemental Heads of Agroomont dated tho 10th February, 1982), between tho Government of tbe Republic of Zambia, Zambia Industrial and Mining Corporntion Limited. Nohanga Consolidated Copper Mines Limited, Roan Consolidated Mines Limited, RST International Inc., Zambia Copper Investments Li.mitccl, and ZCI Holdings Limited.

4. (I) No stamp duties or other similar duties or transfer foes or registration fees or other similar fees shall be chargeable or payable on or in respect of any of the, following. C"ommnnoo. mont Interprola­ tioo Exemption from at.amp dutios and n>gislration f0<'8 (a) the Heads of Agreement, tho agreement relating to n.ocounting policies, principles nnd procedures, the Agreement and Consent to Submit Disputes t.o the Int-ernational Centro for Sett.lament of Investment Disputes, and any other document or in.c,trument spocifioally mentioned in the Roads of Agreomont or required to implement any transaction referred to i11 the Hends of Agreement, (including any agreement, <locument. or instrument,, as the ca.�c may he, in Single copie3 of lhi<1 Avl m1111 be obtained.from the Oo11ermnenl Printer, P.O. llo.c 30136, l,,1u,a/.a, Pri,;e Kl 20n. 4 No. 2 of 1982) Amalgamation of Mining Companies (Special Provisions) Colp. 686 Cap. 287. Cap. 686. Cap. 329 Cap. 064 Exohango Control amendment thereof or expressed to be supplemental thereto, between the same parties or the same parties and others) ; (b) any order made under section one hundred and two or any other provision of the Companies Act pursuant to any soheme of arrangement sanctioned by the High Court to facilitate the implementation of the Heads of Agreement; (c) any transaction, dealing, instrument, resolution or document effected, made, passed or executed solely for the purpose of giving effect to- (i) a transfer of assets, undertakings, or liabilities from or to any person pursuant to, or any increase of capital provided for in, the Heads of Agreement or any suoh scheme of arrangement as is referred to in paragraph (b) of this sub- section; (ii) any order to which paragraph (b) of this sub­ section applies; / (d) any transaction, dealing, instrument, resolution or document, which is certified by the Minfater to be effected, made, passed or executed solely for Lhc purpose of implementing or giving effect to the Heads of Agreement. (2) In this section- " assets " means assets of any kind including but not limited to shares; " liabilities" includes obligations; " registration fees " and " transfer fees " include fees payable under the Lands and Deeds Registry Act, the Companies Act, and the Mines and Minerals Aot, and any regulations made under any of the aforesaid written laws; " eta.mp duties" includes duties chargeable under the Sta.mp Duty Aot.

5. (l) The following shall be free of any Exohango Control restriction (a) issue and allotment of "B " ordinary shares of Roan Consolidated Mines Limited other than to persons who, at the time of allotment, are, for the time being, residents of Zambia; (b) any other payment or transfer of assets which is certified by the Miruster to be in pursuance of any provision of the Heads of Agreement. Amal!]amation of Mining Oompanies (Special Provisions) [No. 2 of 1982 5 (2) Nothing in this section shall relieve any person from the obligation to produce such evidence as the Minister may require to verify any payment or transfer referred to in this eeotion. (3) In this section the expression " Exchange Control restriotion " means any restriction under or by virtue of the Exchange Control Aot or any Act which a.mends or replaces Cap. 1593 that Act.

6. Section fifteen of the Loans and Guarantees (Authorisa­ tion) Act is hereby a.mended by the addition of the following new subsections: Amendment of section 16 of Cap. 601 (3) In determining the total contingent liability under subsections (1) and (2) of this seotion, no account shall be taken of any interest or other sum accrued or which may accrue (other than the principal sum) and which may become payable in respect of any loan or any portion of a. loan guaranteed pursuant to section four teen. ( 4) Any guarantee given pursuant to section fourteen shall be valid if, after taking such guarantee into account, the total contingent liability determined in accordance with subsection (3) of this section is within the limit prescribed under subsection (l) of this section or sub­ section (2) of this section, as the case may be, at the date when such guarantee is given. (5) Subsections (3) and (4) of this section shall have effect in relation to all guarantees which are outstanding at tho commencement of this Act as well as to all guarantees entered into after the commencement of this Act.

7. All guarantees given by the Minister pursuant to section jO'Urtee:n of the Loans and Guarantees (Authorisation) Act in respect of any loan or other contract entered into by Nchanga Consolidated Copper Mines Limited or Roan Consolidated Mines Limited shall continue in force according to their terms (save for the name of the principal debtor in the case of guaran­ tees of loans or other contracts entered into by N ohanga Consolidated Copper Mines Limited) notwithstanding the transfer to Roan Consolidated :Mines Limited of the under­ taking, assets and liabilities of N ohanga Consolidated Copper Mines Limited. Continuation of guarantees. Cap. 601 6 N9. 2 of 1982] Amalgamation of M ininu Companies (Special Provisions) SCHEDULE (Section 3) HEADS OF AGREEMENT DATED 22ND DECEMBERi 1981 THE GOVERNMENT OF THE REPUBLIC OF ZAllIBIA AND ZAIIIBIA INDUSTRIAL Afm IIIINING CORPORATION LIIIIITED AND NCHANGA CONSOLIDATED COPPER IIIINES LIMITED AND ROAN CONSOLIDATED IIIINES LII\IITED AND I •RST INTERNATIONAL INC. AND ZAIIIBIA COPPER INVESTIIIENTS LilliITED HEADS OF AGREEIIIENT To effect the merger of Nchanga ConsolidEited Copper Mines Limited and Roan Consolidated Mines Limited HEADS OF AGREEIIIENT I. The parties to these Heads of Agreement are the Government of_ the Republic of Zambia (" GRZ "), Zambia Industrial and Mining Corporation Limited (" Zimco "), Nchanga Consolidated Copper Mines Limited (" Nchanga "), Roan Consolidated Mines Limited ("Roan"), RST International Inc. (" STII ") and Zambia Copper Investments Limited (" ZCI ").

2. The purpose of these Heads of Agreement, is to enable the share capital of Nchanga to be acquired by Roan in exchange for shares of Roan and to enable the undertaking of N changa to be amalgamated wit4 that of Roan.

3. ·: Prior to the acquisition by Roan of the share capital ofNchanga and the amalgamation of Nchanga and Roan referred to in t,hese Heads of Agreement, Nchanga shall pursuant to Article 3 (F) (iii) of its Articles of Association: (a) redeein in full all tho outstanding 5½ per cent and 5 per cen Preference Shares at the price of K2.10 and K2.20 per share respectively; and (b) pay to the holder of such !':lhares the accruals of Preference Share dividend to the date of redemption.

4. Subject to Clause 15 and subject to tho passing of the Resolutions - referred to in Clause 5: (1) tho share capital of Roan shall be reconstructed as provided in the Resolntion set out in Schedule A hereto; Arn,algamation of llfining Companies (8pecinl Pr011isions) [No. 2 of 1982 7 (2) pursuant to a Scheme of Arrangement. to be sanctioned by tho High Court for Zambia under sections 101 and 102 of the Companies Act (Cap. 686) a cl.raft of which appears at Schedule F : (i) Roan flhall purchase and Zimco and ZCI shall soil and transfer with effect from and including 1 April 1981 the wholo of tho issued sho.ro capital of Nchanga in exchange for an issue of shares of Roan as rofen·ecl to below provided that Rcmn shall not be entitled to the benefit of the dividend cleclo.rcd by Ncha.nga in August 1081 in respect of tho year ended 31st March 1981. (ii) Tho share capital of Nchanga shall bo brought into tho books of Roan at a value equal to the aggregate of tho nominal value of tho is.�uod Ordinnry shares ofNchanga and its roserv0:,J al 31st l\forch 1081 (less tho excess of the amount payable in respect of co.pita! to tho Prefer­ ence sha.roliolde1'R on redemption over tho nominal amount paid up on tlwse Slui.r<'s) ancl the excess of that value over the aggregate nominal value of tho now aha.res of Roan to bo issued to N'changa sharoholclors by way of exchange as referred lo below shall be credited to the revenue reserves of Roan. ( i i i ) Upon tho said Scheme becoming opero.t ivo nnd im.mo­ diatoly following the regiHtmtion of Ro,in as tho holder of tho whole of tho is.'lued slmro cnpitul of NC'l1n.nga i n tho register o f mombcrs o f Ncha.nga Roan slmll acquire and amalgamato with its own undortaking tho under­ taking property (inc:lucling righls and powers of every description) an,L liLibilitic.'l (includin� <lutic.'1) of Nchango. and till tho proprrty ussC'ts and rights of Kchanga re­ ferred to abovo shall bo t1·1.msfl>rrocl t.o and vest eel in Roan Wlll all the litthilit,ics and obligutions of Nchanga referred to abovo shall be tran.'lforrod to and become liabilities and obligation.'! of Roan oxcopt tho.t debts owing or obligl\lions incul'!'cd by Kchanga to Hoan or vice versa shall by virtue of tho said 8chome bo ex­ tinguished. Hm1,n shall huvo the benefit of the- uwmir,;hip of tho O.'!Sets tran�f<'rred !,o it and be Aubj1•ct t o the liabilit,ios and obligations beinct t1.S8u111ed by it with efToct from 1st April 1081 and o.s bot\\ CNI Hoa.n and Ncht1nga. from 1st April 1081 l\changt1 Rho.II lw deemed to haYo carried on it,, bw,;inoss (Ill behalf of ,ind t1'< 11gent for Roan anc.l !lho.!1 accordin,::.ly u.cc·ount to Ho,1,11 f, r all profits from that duto and bo incleinnifi(•d by Hoan in rm1pcct of u,11 lossc,. from that date. Tho �chem<' shall further provide that. any lcg,il procecdin_t,'H 1w11d ing hy or against Nchang,J. 8hall bo ckcm<'d to be Jll'nct'ed ings pending by or n�u,inst Hmm arid sl,all conti11uu ,1.., such aml that Nchangu, slu.J.ll bo uissolvocl without u. w mding up. (iv) Tho considor11.tion for tho snlo of tho share ca.pita! of Nch,mgn. shall be t ho nllot,mcnt. nnd i«f<\IO fully p,,i l up of aO,!J;3i, 7 1 7 A Ord11mry shnrcs of K I O c·,\t'l i of Roan to Zirnco and 20.(i 1 Ci.2:l8 B Ord inary shm·c·>< of K 10 each of Honn to ZCl a.s tho holdl'l'S of ilw A and B Ordinary shan,s of Nch1inga respccli,·c!�, s,tch now A and B Ordinary i<hnrcs rnnking p:ir1 pti.s�11 in all r<'spccts with tho A and B Ordinnry shares of Ronn uL the d11.to of issue thereof and ct11T.vi11g tilt· right to tho full amounL of all d1viclends (if tiuy) \\'h1ch shall bo dl:cl,1.rod 8 No. 2 of 1982] Amalgamation of Mining Companies (Special Provisions) after the date of issue thereof. The number of new Ordinary shares of Roan to be allotted and issued as aforesaid reflects the relative values Of Nchanga and of Roan agreed between the parties hereto prior to the date hereof as is hereby acknowledged. (3) Roan shall upon the Scheme of Arrangement becoming effective, change its name to " Zambia Consolidated Copper Mines Limited " (and shall thereafter herein sometimes be referred to as " ZOOM ").

5. (I) Nchanga shall seek to obtain the sanction of the High Court for Zambia to the Scheme of .Arrangement and shall, for that purpose, take all appropriate action with a view to obtaining approval by Zimco and ZCI as the A and B Ordinary shareholders of N che.nga at meetings convened for the purpose. l A ' ,� (2) An Ordinary Resolution shall be proposed to the members of ZCI to authorise the Direotors of ZCI to take suoh action as may be appropriate: (a) on behalf of ZCI as a member of Nchanga to approve and carry into effect the proposed Scheme of Arrangement includ­ ing voting at meetings of N changa in favour of the resolutions to be proposed at such meetings as referred to in Clause 5 (I) hereof; and (b) on behalf of ZCI as a member of Roan to vote in favour of the resolutions to be proposed at meetings of members of Roan es referred to in Clause 5 (3), Clause 5 (4) and Clause 5 (6) hereof. (3) A resolution in the tenns set out in Schedule A hereto shall be proposed ns a Special Resolution a.t an Extraordinary General Meeting of Roan containing a paragraph for the adoption of new Articles of Association of Roan incorporating the alterations to the existing Articles of Association of Roan set out in Schedule B or such other alterations as the Directors present at any duly constituted meeting of the Board or any Committee of the Board of Roan and N change. shall unanimously agree. (4) At a separate General Meeting of the holders of the B Ordinary shares of Roan an Extraordinary Resolution shall be proposed to sanction the passing of the Resolution referred to in sub-clause (3) hereof. (5) At a separate General Meeting of the holders of the A Ordinary shares of Roan a Resolution of all the holders shall be proposed to sanction the passing of the Resolution referred to in sub-clause (3) hereof. (6) At an Extraordinary General Meeting of Roan a Resolution to be approved by the affirmative vote of the holders of not less than three­ fourths of the issued shares of Roan shall be proposed to sanction the variation of the class rights proposed to be effected by the passing of the resolution referred to in sub-clause (3) hereof. (7) ZCI and RSTII shall procure that pursuant to Article 85 (B) of the Articles of Association of Roan, the B Directors of Roan shall upon the Scheme of Arrangement becoming operative cause the removal or resignation of such of their number and the appointment of such additional B Directors as may be agreed between RSTII and ZCI. Amalgamation of Mining Companies (Special Provisi()'Tl,S) [No. 2 of 1982 9

6. ( l) Zimco, RSTil and ZCI hereby give the following undertakings: (i) Zimco shall vote in favour of the Resolutions referred to in Clause 5 (3) and 5 (5) and Clause 5 (6) and shall approve in requisite form or, as the case may be, vote in favour of a resolution to approve the Scheme of Arrangement under Clause 5 (1) ; (ii) RSTil sball voto in favow- of the Resolutions referred to in Clause 5 (3), 5 (4) and 5 (6); (iii) subject to the passing of tho Ordino.ry Resolution of ZCI referred to in Clause 5 (2), ZCI sbo.11 voto in favour of the Resolutions referred to in Clause 5 (3), 5 ( 4) and 5 (Ii) and sbe.ll approve in requisite form or, as the cMe may be, vote 111 favour of a resolution to approve tho Schome of Arrangoment under Clo.use 5 (1). (2) All parties hereto shall provide all such information as shall be necessary, and give such assurances (othor than assurances in the nature of indemnities or guaranteos which may give rise to financial liability) as are requisite under the laws of Zambia and a.� Hhall be required by or deemed to be prudent under tho rules and practices of the Stock Exchanges on which the shares of Roan o.ro listod, a.ml any relevant United States securities legislation. in order to enable the amalgamation and reconstruction of Ncha.ngo. and Roan to be imple­ mented, the necessary documents and circular letters to shareholders to be prepared and finalised, and the Stock Exchange listingR of the new B Ordinary Shares of Roan to be obtained.

7. ( I ) GRZ shall use its best endeavours to procure tho pB.!;Siug of appropriate legislation or, as the case may be, the effecting of appro­ priate adminiatra.tive measures, to ensure that neither Nchanga nor Roan nor any of the shareholders of Nchanga and 1:{oa.n i;hall be aubject to any taxation, duty or impost of any kmd whatsoever which would not have been incurred, or lose a.ny relief from a.ny taxation, duty or impost which would have been enjoyed, if the proposalR c-ont,1.inPrl in these Heads of Agreement had not been effected. (2) Without prejudice to tho generality of the foregoing, GRZ shall use its best endeavours to procui·o the pa.ssing of appropriate legis­ lation or, as the case may be, the effecting of appropriate administrative measures, to- (a) ensure that the proposed amalgamation and rocoruitruction shall be free of any adverse taxation or eta.mp duty or Ex­ change Control consequences in the Republic of Zambia on Nchanga, Roan or their respective shareholders and in parti­ cular (but without prejudice to the generality of the foregoing) that the transfer of the shares in Nchanga, the increaso in the share capital of Roan and the transfer of assets of Nchanga are not subject to any stamp duty, capital duty or other impost whatsoever. (b) allow as a. deduction in ascert,a.ining the go.ins or profits of Roan, all costs and disburs�monts (including the costs of legal, accountancy and other advisers and such othe1· costs as foll to be borne by Roan under Clause 13) incurred in connection with or incidental to the preparation of these Heads of Agree­ ment or the implementation of the arro.ngementa specified therein. (3) The operating and financial forecasts provided by Ncbango. indicate that in the aggregate a substantial deficit will be incurred over the remaining life of Nchs.nga's Broken Hill Division. It is d8flired that 10 No. 2 of 1982] Amalgamation of Mining Companies (SpeciM Provisions) the operations at the said Division should continue while measures are being investigated to ensure employment for the present staff of the Division and/or render the existing or alternative operations thereat profitable. All parties hereto aclmowledge that the bw-den of the said deficit on ZCCM ought to be borne in part by GRZ. Accordingly, GRZ hereby rmdertakes to grant to ZCCM, a subsidy .of K5,000,000 a year in accordance with tho terms set out in Schedule C hereto. (4) GRZ hereby gives the following further undertakings and declara­ tions: (i) GRZ agrees that no change in the laws of Zambia shall alter or affect the operation of the provisions of the Articles of Association of Roan set out in Schedule D hereto or the effect thereof on the shareholders of Roan; (ii) GRZ shall procure that Zimco shall comply with its wider­ takings wider Clause 6 and Clause 10 hereof; (iii) The tax reliefs referred to in paragraphs (b) and (c) of Schedule C shall apply; (iv) Subject as provided in Clause 7 (3) hereof in relation to Nchanga's Broken Hill Division GRZ shall procure that Roan and its subsidiaries shall be permitted to conduct their operations on a commercial basis so as to attain optimisation of production and profit and, subject to the Mines and Minerals Act, 1976 (Act No. 32 of 1976), without restriction as to the manner in which or places at which the respective companies shall conduct their operations; in particular, but subjec,t to overall Government policy, Roan and its subsidiaries shall be permitted to obtain their requirerrents for goods and services from any part of the world in the best interest of the wider­ taking carried on by it (but so that nothing in this paragraph shall permit Roan or any of its subsidiaries which are incor­ porated in Zambia to cease to be resident in Zambia for taxa­ tion or Exchange Control purposes); (v) In respect of any contracts of Nchanga asswned by or trans­ ferred to Roan wider the Scheme of An·angement the perform­ ance of which is guaranteed by GRZ, GRZ shall to a like extent guarantee performance by Roan and if GRZ has given any indemnity against loss or other liabilities in relation to the business of Nchanga such indemnity shall apply in favour of Roan in respect of the business of N changa transferred to Roan under the Scheme of Arrangement; ( 5) Roan and N changa undertake to make such elections as may be necessary in due time to secure the right to carry back losses against earlier profits for tax purposes and the right to transfer assets pursuant to the merger at tax written down values.

8. The records and accounts of Roan shall continue to be audited annually by a firm of independent accountants of recognised inter­ national standing.

9. Forthwith upon the Scheme of Arrangement becoming effective, Roan shall make an offer of employment to all the employees of N changa on the same terms as those applicable to their present employment (save for any change in job title or description) and shall assume all obligations to the employees ofNchanga who shall enter the employment of Roan and thereafter Roan shall be solely liable for salm:y, benefits and other employment obligations of such employees and shall ass'ume all responsibilities under any applicable union agreements and pension obligations (subject to the assets in any existing pension fund continuing to be held for the benefit of such employees). • Amalgamation of Mining Companies (Special Provisions) [No. 2 of 1982 11 ' 10, (A) (i) (a) In the event that ZCI (or any ZCI Group Company) wishes to transfer any B Ordinary shares in the capital of Roan of which it may at any time following the Scheme of Arrangement becoming effective be the registered holder (whether held before as a result ofor after the said Scheme becomes effective) to any proposed purchaser it shall serve a notice in writing (hereafter called a " transfer notice ") upon Zimco of its intention and ability free of Zambian Exchange Control restrictions so to do specifying both the number of B Ordinary shares which it wishes to transfer and the proposed purchase price of such shares (hereafter called " the proposed purchase price "). Zimco shall have the right to take up all (but not part) of the B Ordinary shares specified in the transfer notice by serving upon ZOI a notice in writing to such effect (hereafter called an "acceptance notice") within 30 days of the date of service of the transfer notice whereupon ZOI shall be obliged within 60 days after service of the acceptance notice to deliver to Zimco share certificates in respect of the B Ordinary shares specified in the transfer notice with duly executed and effective share transfers relating thereto and against such delivery Zimco shall complete the purchase of the said B Ordinary shares in accordance with the terms of the offer contained in the transfer notice at the proposed purchase price provided always that the provisions of the foregoing sentence and of sub-paragraph (b) hereof shall have effect subject to sub-paragraph (c) hereof; (b) if Zimco foils to serve an acceptance notice upon ZCI in ac­ cordance with the provisions of sub-paragraph (a) hereof or following the determination of any arbitration under sub-paragraph (e) then for the period of nine months from the date of the service of the transfer notice or six months from the date of such determination ZCI shall be entitled to transfer to any purchaser all (but not part) of the B Ordinary shares specified in the transfer notice at any price not being less than the proposed purchase price and on terms not more favourable than the terms of the offer to Zimco contained in the transfer notice ; (c) upon the service of a transfer notice upon Zimco by ZCI in accordance with sub-paragraph (a) hereof Zimco shall have tho right to refer the proposed purchase to such arbitrator (being a partner or director either of a firm of public accountants or stock brokers or a merchant bank) (hereafter called ' 1 the Arbitrator �') as the parties may agree or in default of agreement as shall be nominated by the Chairman for the time being of the Administrative Council of the International Centre for the Settlement of Investment Disputes of the World Bank (" ICSID ") by serving notice in writing upon ZCI within 30 days of the date of service of the transfer, notice; (d) the function of the Arbitrator shall be to determine whether at the date of the service of the transfer notice a third party being a willing and able purchaser of all the B Ordinary shares specified in the transfer notice had, acting at arms length, made a bona fide offer in writing for such B Ordinary shares (whether or not with any con­ ditions attached in relation to the pre-emption provisions herein contained) at a price of not less than the proposed purchase price and otherwise upon the terms at which such B Ordinary shares shall have been offered to Zimco pursuant to the transfer notice. ZOI shall with all reasonable dispatch furnish tho Arbitrator with such evidence as it may reasonably require for the purpose of such determination; (e) if the determination of the Arbitrator shall confirm that such offer shall have been made the provisions of sub-paragraph (a) hereof shall have effect save only that Zimco shall have the right to serve an acceptance notice within 20 days of the date of such determination and the provisions of sub-paragraph (b) hereof shall have effect save • 12 No. 2 of 1982] Amalgamation of Mining Companies (Special Provisions) that .ZCI's entitlement therein specified shall run for the period of six months from the date of such determination and the costs of such Arbitrator' shall be borne by Zimco; (f) if the determmation of the .Arbitrator shall deny that such offer shall have been made the transfer notice shall be null and void ab� solutely and the provisions of sub•paragraph (a) shall have full force and effect and the costs of such arbitration shall be borne by ZCI; (g) if as a result of the operation of the foregoing provisions!of this Clause a majority of the B Ordinary shares in issue shall be beneficially owned by Zimco or a Zimco Group Company, Zimco will procure (subject to the consent of the holders of the remaining B Ordinary shares or the passing of such resolutions as shall be required by the Articles of Association and subject to the B Ordinary shares remaining listed on a recognised Stock Exchange) an.amendment of the Articles of Association to enable the holders of the B Ordinary shares (other than Zimco) to appoint and remove one B Director. (ii) In the event that Zimco wishes to transfer any A shares in the capital of Roan of which it is the registered holder, the provisions of sub-paragmph (i) hereof other than sub-paragraph (g) shall apply mutatis mutandis to ZCI and to Zim.co in all respects save that all references to ZCI, to· B Ordinary shares and to Zimco shall be deemed to be references respectively to Zimco, to A _Ordinary shares a'nd to ZCI; (iii} No acceptance notice served by Zimco upon ZCI will be binding on ZCI (and ZCI will be free to transfer the B Ordinary shares specified in the transfer notice as if no such acceptance notice had been served within the relevant period) unless payment of the purchase price due to ZCI pursuant to sub-paragraph (i) hereof shall be in freely transferable currency and free of Zambian Exchange Control restrictions to_ the extent necessary to ensure that ZCI shall be in the same position!as it would have been had it transferred to the offeror referred to in sub­ paragraph (i) (b) hereof; (iv) To the extent that it is within the power of Zimco and ZCI so to do, each shall procure that any transferee of A or B Ordinary shares acquiring such shares in accordance with this Clause shall be registered as the holder of such shares in the Register of Members of Roan upon presentation for registration of the share certificates and duly executed registerable share transfers relating thereto ; (v) Notwithstanding the provisions of sub-paragraph (ii) hereof it shall be permissible for A Ordinary shares in the capital of Roan to be transferred free from any restriction under this Clause between Zimco and Zimco Group Companies or any of them which shall thereupon be registered as the holder of such A Ordinary shares in the Register of Members of Roan provided always that it shall be a condition of each such transfer that prior to such registration each such transferee shall enter into an agreement with ZCI in the terms of this Clause and so that sub-paragraph (ii) and all other provisions of this Clause shall apply in all respects to such transferee and provided further that such a�eement shall include an Wldertaking by each such transferee that if at any time it shall cease to be a Zimco Group Company it shall transfer the whole of the A Ordinary shares registered in its name to Zimco or any Zimco Group Company on such conditions as aforesaid ; (vi) In the event that Zimco or any Zimco Group Company ceases to be the registered owner of any A Ordinary shares in the capital of Roan the provisions of this Clause relating to the transfer of the B Ordinary shares shall thereupon become null and void notwithstanding the subsequent registration of Zimco or any Zimco Group Company as a. holder of any such A Ordin�ry shares in the capital of Roan; Amalgamation of Mining [No. 2 of 1982 Companies (Special Provisions) 13 • (vii) Any ZCI Group Company shall in relation to B Ordinary Shares of Roan have the same rights and be subject to the same obligations mutatis mutandis as apply to Zimco and any Zimco Group Company under sub-paragraphs (v) and (vi) hereof; (viii) For the purpose of this Clause the following terms shall have the meanings respectively ascribed to them as follows, namely: 04 Zimco Group Company " shall mean and include any company which in relation to Zimco is for the time being a holding company or subsidiary company (as defined in Schedule B) of Zimco and of any such holding company but so that for the purposes of t� paragraph GRZ or any Department or Ministry thereof shall be deemed to be a company; " ZOI Group Company '' shall mean Security Nominees Limited, ZCI and Minerals and Resources Corporation Limited (" Minorco ") and shall include any company which in relation to either ZCI or Minorco· is for the time being a holding company or subsidiary con;ipany (as defined in Schedule B) of either ZCI or Minorco or a subsidiary company of any such holding company; (ix) None of the preceding provisions of this Clause shall apply unless (as a result of one transaction or series of related transactions) the number of Ordinary shares remaining held by a ZCI Group Com� pany after a proposed transfer of B Ordinary shares in the capital of Roan would be less than 20 per cent of the total Ordinary share capital of Roan or the number of Ordinary shares remaining held by Zimco or a Zimco Group Company after a proposed transfer of A Ordinary shares in the capital of Roan would be less than 50 per cent of such capital; (x) Any beneficial owner of Ordinary shares of Roan (being a ZCI Group Company or Zimco or a Zimco Group Company) wishing to transfer any interest in any Ordinary shares of Roan shall be bound by the provisions o( thla Clause as if he were a registered holder. (B) ZCI represents and warrants to Roan that it is acquiring all of the new B Ordinary shares for its own account for the purpose of investment and not with a view to, or for sale in connection with, any distribution thereof. ZCI agrees that it will not at any time sell or otherwise transfer, or permit the sale or other transfer of, any of the new B Ordinary shares in or to residents or citizens of the United States of America unless (1) a registration statement under the United States Securities Act of 1933 is in effect with respect thereto or (2) the sale or transfer is exempt from the registration requirements of said Act and Roan shall have received an opinion in form and substance and from United States Counsel reasonably satisfactory to Roan to such effect. ZCI understands and agrees that stock transfer instructions will be given to the Transfer Agent of the Roan B Ordinary shares with respect to the new B Ordinary shares and that each certificate representing the new B Ordinary shares, and each certificate issued in exchange therefor, shall bear the following legend, unless United States Counsel for Roan shall give it an opinion that such certificate need not bear such legend: " The shares represented by thla certificate have not been registered under the United States Securities Act of 1933 and may not be transferred at any time in or to residents or citizens of the United States of America unless (1) a registration statement under said Act is in effect with respect thereto or (2) the transfer is exempt from the 14 No. 2 of 1982] Amalgamation of .11fining' Companies (Special Provisions) registration requirements. of said Act and the company shall have received an opinion in form and substance and from United States Counsel reasonably satisfactory to the company to such effect.�' , • •

11. (I) Upon the date hereof the parties hereto shall enter into an Agreement in the form of the draft set out in Schedule E hereto in rela�ion to the acConnting policies to be adopted by Roan following its amalgamation with Nohanga with effect from 1st April, 1981. (2) Upon the Scheme of Arrangement becoming effective the two Heads of Agreement dated 2_4th December, 1969 and the various Agreements supplemental thereto will have no continuing effect save ,that: ' (i) The provisions of paragraphs 3B (iv) and 12, 13, 14 (f) of the Heads of Agreement between GRZ, Indeco and RSTII and paragraphs 8, 9 and 10 (viii) of the Heads of Agreement between (inter alia) GRZ, Indeco, Nchanga, and ZCI and the,. agreem8nts for submission of disputes to ICSID between (inter alia) certain of the parties hereto made as of 1 January, 1970, 31 October, 1974 and 26 February, 1975 sh�ll remain in full force and effect insofar as the same may continue to have effect at the date on which the Scheme of Arrangement becomes operative. (ii) The Agreements entered into pursuant to the Second Supplemental Agreement thereto dated 31 October, _1974 as referred to therein, and the Termination Agreement dated 26 February, 1975 which relates to Roan and the Sales, Agreement scheduled thereto, shall notwithstanding the foregoing remain in full force and effect on the Scheme of Arrangement becoming operative in so far as the same may continue to have effect at the date when the Scheme of .Arrangement· becomes operative subject to the parties thereto which are not parties to this Ag1:eement so agi·eeing.

12. Following the date of these Heads of Agreement up to the date when the Scheme of Arrangement becomes effective each of Roan and Nchanga lUldertake with the other that they will not without the approval of a resolution of a Committee of the Board of the other do any of the following or enter into any agreement to do any of the following: (a) Declare any dividend or make any other distribution; (b) Issue any shares or other securities convertible into shares or create any options over unissued shares or other securitieS' convertible into shares; (c) Borrow any money or issue any loan capital in excess of K5,000,000; (d) Give any guarantee or indemnity (except in the ordinary· course of trading or in respect of inter group indebtedness) not exceeding the said amount of K5,000,000; (e) Whether by one transaction or a series of related transactions acquire or dispose of any assets outside the ordinary course of trading where the amonnt of the consideration in respect of the asset or assets acquired or disposed of exceeds K5,000,000; (f) (g) Give any power of attorney to any third party; Engage in any business other than the type of business currently conducted; Amalgamation of Mining [No. 2 of 1982 qompanies (Special Provisi�ns) 15 • (h} Entei: into any modification of any existing obligations im­ posing liabilities materially more onerous than those currently existing; (i) Enter into any other transaction outside the ordinary course of business.

13. All costs of an_d incidental to the amalgamation shall be borne by Roan insofar as such costs relate to : (a) the preparation of these Heads of Agreement; (b) the preparation, printing and mailing of all circular letters to the shareholders of N changa, Roan and ZCI; (o) the Scheme of AITa�gement; and such costs shall include travelling and accommodation expenses of representatives of the parties in attending meetings away from their normal place of work but shall not include any reimbursement in respect of any time spent by representatives or employees of the parties or fees of professional advisers to shareholders of Roan or Nchanga. 14. No announcement of these Heads of Agreement shall be made without prior approval of all parties.

16. Implementation of the provisions of Clause 4 and the obligatioM of the ·parties under Clause 6 are conditional upon : (a) none of the following events having occurred between the date hereof and the date of the meetings to be convened pursuant to Clause 5 hereof: (i) a change in tho financial or trading position or prospects of Roan or Nchanga or any fact relating to Roan or Nchanga which may become known to the Board of either Company in either case of such a nature as materially to affect the terms of the merger as specified in Clause 4; (ii) any event of such a serious nature as to prevent the proposed amalgamation of Roan with Nchanga being effected; (b) the approval or other necessary action by the parties to the agreements and atTangements brief details of which are set out in Schedule G, · ' 16. (I) The parties agree that all disputes arising under these He�ds of Agreement, the Memorandum and Articles of Association of Roan (as to be amended), or any undertakings or assurances given to foreign shareholders or employees in special legislation enacted or, as' the case may be, entered into in connection with the transactions contemplated hereby, shall be submitted to binding and conclusive arbitration by ICSID pursuant to the Convention on the Settlement of Investment Disputes Between States and Nationals of other States of ICSID, ltnd that contemporaneously herewith they shall enter into a formal arbitra� ticm agreement in the form set out in Schedule H. (2) If ICSID shall be unable to or shall decline to act as arbitrator then, and in such event, the dispute shall be submitted to binding and conclusive arbitration to such Arbitrator as may be agreed by the parties hereto or, in default of such agreement, to an arbitrator to be appointed by the Chairman for the time being of the Administrative Council of ICSID. 16 No. 2 of 1982] Amalgation of Mining Companies (Special Provisions) (3) All disputes (other than those referred to in sub-clause (4) hereof) arising under these Heads of Agreement, shall be determined by the laws of Zambia. (inclu'ding its rules on conflict of la.we) as in force on 1st April 1981, disregarding all legislation, instruments, orders, direc._ tions and court decisions having the force of law in Zambia {other than those contemplated by these Heads of Agreement) adopted, made, issued or given subsequent to that date; the Arbitrator shall also be authorised to determine any such dispute in their discretion ex aequo et bono; (4) All ilisputes arising under the Memorandum and Articles of Association of Roan or any undertakings or assurances given to foreign shareholders or employees in special legislation enacted or, as the case may be, entered into in connection with the transactions contemplated hereby, shall be determined by the law of Zambia as described in sub­ clause (3) in force on 1st April 1981. As WITNESS the hands of the duly authorised representatives of the parties hereto this 22nd day of December, 1981: • K. MuSOKOTWANE } } Signed by KEBBY MusoKOTWANE on behalf of The Government of the Republic of Zambia in the presence of: C.MANYEMA Sih'lled by JAMES MA1'oMA on behalf of ' Zambia Industrial and Mining Corporation Limited fo the presence of: c. Signed by TuANcrs KAUNDA on behalf of Nchanga Consolidated Copper Mines Limited in the presence of: L. BWALYA Signed by DAVID Pmru on behalf of Roan Consolidated Mines Limited in the presence of: K. MuLENGA J. MAPOMA } F. KAUNDA } D. Pmm. , Signed by Roy HALLE on behalf of RST } 1 International Inc. in the presence of: D. MONTEITH ,, R. RALLln Signed by VERNON WEBBER on behalf of Zambia Copper Investments Limited in the presence of: } V. WEBBER 0, T. PHILLIPS SCHEDULE A ROAN CONSOLIDATED Mnras LIMITED NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting .. of the Company will be held at . . . . . . . . . . . . . . . . . . . . on . . . . . . . . . . . . . . • . . at . . . . . . . . . . . . . . am/pm for the purpose of considering and if thought fit approving the following Resolution which will be proposed as a Special Resolution: THAT: (A) The Scheme of Arrangement [a copy of which appesrs on page of the document of which the notice convening this meeting forms part] be approved. • Amalgamation of Mininr, Companies (Special Provisions) [No. 2 of 1982 (B) Subject to and upon the said Scheme of Arrangement becoming effective: (a) the authorised share capital of the Company be increased from Kl90,000,000 divided into 27,900,000 A ordinary shares of K4 each (of which 22,868,091 shares have been issued and are fully paid up and the remainder are unissued) and 19,600,000 B Ordinary shares of K4 each (of which 14,854,382 shares have been issued and are fully paid up and the remainder are unissued) to K900,000,000 by the creation of 27,900,000 A Ordinary shares of K6 each 19,600,000 B Ordinary shares of KO each 26,100,000 A Ordinary shares of KIO each and 16,400,000 B Ordinary shares of KIO each; (b) 6,031,909 of the said A Ordinary shares of K6 eachand 4,746,618 of the said B Ordinary shares of K6 each be consolidated with the 5,031,909 unissued A Ordinary shares of K4 each and the 4,745,618 unissued B Ordinary shares of K4 each respectively and divided into 5,031,909 A Ordinary shares of KIO each and 4,745,618 B Ordinary shares of KIO each; (c)· notwithstanding the proviso to the first sentence of Article 130 but pursuant to the remaining provisions of that Article the sum of K226,334,838 (being as to K32,115,081 the sum standing to the credit of the share premium account of the Company and as to Kl94,219,757 part of its general reserves) he capitalised and applied in paying up in full at par 22,868,091 A Ordinary shares of K6 each and 14,854,382 B Ordinary shares of K6 each which shall be allotted credited as fully paid up to the holders registered at the close of business on the business day immediately preceding .that on which the said Scheme of Arrangement shall become effective of the A Ordinary - shares and B Ordinary shares respectively of K4 each in the proportions of one A Ordinary share of K6 for every A Ord.i• nary share of K4 and one B Orclin!l,ry share of K6 for every B Ordinary share of K4 then held by them respectively, and upon such allotment each of the shares so allotted shall be consolidated with the share in respect of which the allotment was made so as to become and be one A Ordinary share or {as the case may be) one B Ordinary share of KIO; (d) the Company shall he entitled to treat every certificate for Ordinary shares of K4 each in existence at the date of the allotment of the Ordinary shares under the preceding para• graph of this Resolution as a Certificate for Ordinary shares of KIO each; (e) notwithstanding Article 10 of the Articles of Association the Board be authorised to allot credited as fully paid pursuant to the Scheme of Arrangement 30,957,717 A Ordinary shares of KIO each to Zambia Industrial and Mining Corporation Limited and 20,616,238 B Ordinary shares of KIO each to Zambia Copper Investments Limited such shares to rank pari passu in all respects "Ari.th the A and B Ordinary shares in issue at the date on which the preceding paragraph of this resolution takes effect; U) the' Articles of Association contained in the printed document a copy of which is produced to tho meeting and signed by the Chairman thereof be adopted as the Articles of Association of the Company in place of the existing Articles of Association; 18 No. 2 of 1982] Amalgamation of 1Ylining Companies (Special Provisions) (g) the name of the Company be changed to Zambia Consolidated Copper Mines Limited. Dated By Order of the Board Secretary 1982 Registered <;>ffice Kafue House, One Nairobi Place, Lusaka, Zambia. Any member entitled to attend and vote at the above meeting may appoint one or more proxies to attend and vote on his behalf. A proxy need not be a member of the Company. SCHEDULE B Name: Zambia Consolidated Copper Mines Limited Article 2 In the definition of " The Statutes " substitute 11 · 1st April 1981 " for " 1st December 1973 ". On page 3 at the end of the first paragraph insert the following new • paragraph : ' " For. the purpose o:f ·these Articles, a company shall subject to the proVisioris of sub-paragraph (ii) of this paragraph be deemed to be a subsidiary of another if, but only if: (a) that other either : (I) is a member of it and controls the composition of its Board of Directors; or (2) holds more than half in nominal value of its equity share capital ; or (b) the first-mentioned company is a subsidiary of any com­ pany which is that other's subsidiary. (1) For the purpose of the foregoing paragraph the composition of a company's board of directors shall be deemed to be controlled by another company if, but only if, that other company by the exercise of some power exercis_able by it without the consent or concurrence of any other person can appoint or remove the holders of all or a majority of the directorships ; but for the purposes of this provision that other company shaU be deemed to have power to appoint to a directorship ,yith respect to which any of tP.e following conditions is satisfied, that is to say : (a) that a person cannot be appointed thereto without the exercise in his favour by that other company of such a power as aforesaid ; or (b) that a person's appointment thereto follows necessarily from his appointment as director of that other company; or (c) that t,ho directorship is held by that other company itself or by a subsidiary of it. (2) In determining whether one company is a subsidiary of another: (a) any shares held or power exercisable by �hat otheT in a fiduciary capacity shall be treated as not hel_d or exer­ cis�ble by it; Amalgamation of Mining Companies (Special Provisions) [No. 2 of 1982 (b) subject to the two following paragraphs, any shares held or power exercisable: • I (1) by any person as a nominee for that other (except 1 where that other is concerned only in a fiduciary capacity) ; or ' • (2) by, or by a nominee for, a subsidiary of that other, not being a subsidiary which is concerned only in a �duciary capacity; shall be treated as held or exercisable by that other; (c) any shares held or power exercisable by any person by virtue of the provisions of any debentures of the first­ mentioned company or of a trust deed for securing any issue of such debentures shall be disregarded; (d) any shares held or power exercisable by, or by a noininee for, that other or its subsidiary (not being held or exer­ cisable as mentioned in the last foregoing sub-paragraph) shall be treated as not held or exercisable by that other if the ordinary business of that other or its subsidiary, as the case may be, includes the lending of money and the shares are held or power is exercisable as aforesaid by way of security only for the purposes of a transaction entered into in the ordinary course of that business. For the purposes of these Articles a comp�ny shall be deemed to be another's holding company if but only if that other is its sub. sidiary. In this Article the expression 'company' includes any body cor-, porate, and the expression 'equity share capital' means, in relation to a company, its issued share capital excluding any part thereof which, neither as respects dividends nor as respects capital, carries any right to participate beyond a specified amount in a distrihu• tion. " Article 3 (A) The whole Article shall be amended to read as follows: " The authorised share capital of the Company at the date of the adoption of these presents is K900,000,000 divided into 54,000,000 'A' Ordinary Shares of IG O each and 36,000,000 'B' Ordinary Shares of KIO each ". Article 3 (B) The first four lines shall be amended to read as foliows : " (B) The authorisoci share capital of the Company shall consist only of 'A' Ordinary Shares of KIO each and 'B' Ordinary Shares of KIO each in a proportion of between 59.5 'A' Ordinary Shares:

40.5 'B' Ordinary Shares and 60.5 'A' Ordinary Shares : 39.5 'B' Ordinary Shares ". Article 3 (C) The reference to " six " on page 4 shn.Il be '1 seven ". - Artie!. 7 (2) At the beginning of this paragraph delete the word " Cancel " and add the words " Subject to Articlo 3 hereof cancel ". 20 No. 2 of 1982] Amalgamation of Mining Companies (Special Provisions) Arncle s At the beginning of this Article delete the word " The " and add the words " Subject to Article 3 hereof the 11 • Article 16 After the words " th'.e issue or transfer thereof " in the third line add the words " (except a Stock Exchange nominee) ". Article 49 After the. words " to pass a Special Resolution " in the second line add the words " or a. Resolution in terms of Article 5 hereof ". Article 63 The word " two " in the fifth line shall be deleted and the word " one " substituted. The words " one fifth " in the last line shall ·be deleted and the words " one tenth " substituted. At the end of the Article add the words " The absence of a quorum shall not preclude the appointment, choice or election of a Chairman which shall not be treated as part of the business of the Meeting ". • Article 62 Delete the reference to " K4 " and insert " KIO ". Article 74 Delete the reference to " eleven " and insert " twelve ". Article 76 Delete the whole Article and insert the following: " 76 (A) The holders of a majority in nomina.l value of the 'A' Ordinary Shares shall be entitled at any time either at a separate class meeting or by instrume�t or instruments in writing signed under their hands and left at :the Office to appoint from amongst the 'A' Directors the Chairman and Vice-Chairman of the Directors and at any time to remove in the manner aforesaid either such appointee from office. (B) The holders of a majority in nominal value of the 'A' Ordi­ nary Shares shall be entitled at any time by instrument in writing left at the Office to nominate as Chief Executive of the Company one of the persons who are 'A' Directors in accordance with these presents. Such nominee sli8.\l upon nomination be appointed by resolution of the Directors. Tl;l�.: Chief Executive shall put into effect the policies and directions of the Directors and generally manage the business of the Company on behalf of the Directors. {C) Upon the office of the Chief Executive falling vacant the holders of a majority in nominal value of the 'A' Ordinary Shares shall as oon as reasonably pract-icable thereafter exercise their right of nomination. Until the office shall be filled in accordance with the provisions of this Article the Directors shall take such steps as they consider prudent to fill the office on a temporary basis. (D) The holders of a majority in nominal value of the 'A' Ordi� nary Shares shall be entitled at any time by instrument in writing left at the Office to nominate as Executive Directors of the Com- • Amalgamation of Mining Companies (Special Promsions) [No. 2 of 1982 21 pany any of the persons who are 'A' Directors in accordance with these presents. Such nominees shall upon nomination be appointed by resolution of the Directors. (E) The removal of a Director from the office of Chief Executive or Executive Director may be effected at any time by resolution of a majority of the Directors if the Chief Executive or Executive Director as the case may be is performing his duties in a manner prejudicial to the efficient operation of the business of the Company. (F) An appointment made in accordance with paragraphs (A), (B), (0) or (D) of this Article shall be on terms that such appoint­ ment shall automatically determine if the appointee shall cease for any reason to be an 'A' Director and in the case of Chief Executive or Executive Director that the appointment shall also be determin• able in accordance with paragraph (E) of this Article. (G) The Chairman shall be eligible for appointment aa Chief Executive. ,, Article 81 Delete " A " at the beginning of the Article and insert the words " Subject to Article 95 a, " at the beginning of the Article. Artlcle 82 Delete the word " Managing Director " and insert the word u Chief Executive " in the third line. Add the following sentence at the end of the Article : " The Chief Executive has the right to delegate any of his functions to one or more Executive Directors and may at any time revoke withdraw or vary such delegation. " Article 85 (A) Delete the words in brackets at the end of the paragraph. Article 85 (B) Delete the words in bracket-a at the end of the first sentence. Article 85 (C) Delete the words " the requisite Directors " at the end of the Article and insert the words " all the 'A' or 'B' Directors in the case of an appointment or all the 'A' or 'B' Directors other than the Director whom it is sought to remove from office in the case of a removal ". Arlicle 93 At the end of the Article add the words " Provided that a meeting of Directo1'S notwithstanding that it has been called at short.er notice than that specified above shall be deemed to have been duly called if it is so agreed in writing by Directors sufficient to form a quorum as provided for in Article 94 (A) below ". Article 94 (B) Add the words " Subject to' Article' 99 in ,, in place of the word " In " at the beginning of the paragraph. Article 94 (B) (5) Delete " K500 ,000 " and substitute •• Kl,000,000 "• • No. 2 of 1982] .4-malg�mati,rt of Mining Companies (Special Provisions) Anicle 96 Delete the whole Article and insert the following : cc (A) Save as herein provided, a Director shall not vote in res­ pect of any contract or arrangement or any other proposal whatso­ ever in which he has any material interest otherwise than by virtue of his interests in shares or debentures or other securities of or otherwise in or through the Company (and if he shall so vote his vote shall not be counted) nor shall he be counted for the purpose of any resolution regarding the same in the quorum present at th6 meeting but this Article shall not apply to any of the following matters , namely: (i) the giving of any security or indemnity to. him in respect of money lent or obligations incurred by him at the re­ quest of or for the benefit of the Company or any of its subsidiaries; (ii) the giving of any security or indemnity to a third party in respect of a debt or obligation of the Company or any of its subsidiaries for which he himself has assumed responsibility in whole or in part under a guarantee or indemnity or by giving of security; (iii) any proposal concerning an offer of shares or debentures or other securities of or by the Company or 8.ny of its subsidiaries for subscription or purchase in which offer he is or is to be interested as a participant in the under­ writing or sub-underwriting thereof; (iv) any contract or arrangement entered into with another company corporation or body in respect of which he hes all or any of the following interests, namely that he is a director officer employee or creditor of, or in receipt of pensions or other benefits or emoluments from, or is a holder of shares or other securities of, such other company corporation or body, or any other company corporation or body which owns or controls any shares in, or is other­ wise interested in, such company corporation or body with which such contract or arrangement is to b8 made; provided that he is not the holder of or beneficially interested in 1 per cent or more of any class of the share capital excluding any part thereof which, neither as respects dividends nor 88 respects capital, carries any right to participate beyond a specified amount in a distri­ bution of such company ( or of any third company through which his interest is derived} or of the voting rights avail­ able to members of the relevant company (any such interest being deemed for the purpose of this Article· to be a material interest in all circumstances); (v) any such scheme or fund as is referred to in Article 80 which relates both to Directors and to employees, or a class of employees and does not accord to any Director as such any privilege or advantage not generally accorded to the employees to which such scheme or fund relates. (B) .A Director notwithstanding his interest may be ·counted in the quorum present at any meeting whereat any Director is ap­ pointed to hold any office or place of profit under the Company or whereat the Directors resolve to exercise any of the rights of the Company (whether by the exercise of voting rights or otherwise) to appoint or _concur in the appointment of a Director to hold any Amalgamation of Mining Companies (Special Provisions) [No. 2 of 1982 23 • office or place 'of profit under any -other company or whereat the · terms of any such appointment as hereinJJefore mentioned are considered or varied, and· hf;' may vote (if not debarred from voting under the proviso to paragraph (A) (iv) of this Article) and he counted in the quorum on any such matter other than in respect of his own appointment or the arrangement or variation of the terms thereof. (C) Where proposals are under consideration concerning the appointment (including fixing or varying the terms of appointment) of two or more Directors to offices or employments with the Com­ pany or any company in which the Company is interested, such proposals shall be divided and considered in relation to each Director separately . (D) If any question shall arise at any meeting as to the material­ ity of a Director's interest or as to the entitlement of any Director to vote and such question is not resolved by his voluntarily agreeing to abstain from voting, such question shall be referred to the Chairman of the meeting and his ruling in relation to any other Director shall be final and conclusive except in a case where the nature or extent of the interests of the Director concerned have not been fairly disclosed. (E) The Company may by Special Resolution suspend or relax the provisions of this Article to any extent or ratify any transac­ tion not duly authorised by reasori. of a contravention of this Article. (F) If at any meeting the vote of any Director is not counted by virtue of the provisions of paragraphs (A) or (B) of this Article the votes of the other Directors of the same class present at such meeting and entitled to vote on the matter in question shall be increased pro rata (fractions of a vote· by any Director being per­ mitted) so that such votes shall entitle the other Directors of the same class present at such meeting and entitled to vote as aforesaid to the same aggregate number of votes as could have been exercised by all the Directors of the class in question present at the meeting bad they been entitled to vote on the matter in question ". Article 99 Delete the whol� Article and insert the following : " A resolution in writing signed by all the Directors who may at the date of such resolution be present in the town where the Office is situated, sufficient to form a quorum as defined by these presents, shall be as valid and effectual as if it had been duly passed at a meeting of the Directors duly convened and held and may consist of several documents in like form each signed by one or more of the Directors. Provided that in the case of the matters referred to in Article 94 (B) such resolution in writing shall only be as valid and effectual as if it had been duly passed at a meeting of the Directors duly convened and held if it is signed by all the Directors of the Company ". Article 103 Delete the whole Article and insert the following: " The Board may exercise all the powers of the Company to borrow money and to mortgage or charge all or any part of the undertaking, property and assets (present and future) and uncalled capital of the Company and to issue debentures and other securi• ties, whether outright or as collateral security for any d,ebt, lia­ bility or obligation of the Company or of any third party. 24 No. 2 of 1982] Amalgamation of Mining Oompanies (Special Provisions) • The Board sho.11 restrict the borrowings of the Company and exercise all voting and other rights or powers of control exercisable by the Company in relation to its subsidiaries (if any) so as to secure (but as regards subsidiaries only in so far as by the exercise of such rights or powers of control the Board can secure) that the aggregate amount from time to time outstanding of all borrowings by the Group (exclusive of borrowings owing by oµe member of the Group to another member of the Group) shall not at any time without the previous sanction of a Special Resolution of the Company exceed an amount equal to one and a half times the Adjusted Capital and Reserves. For the purpose of the foregoing restrictions: (i) 'the Adjusted Capital and Reserves' means the aggregate from time to time of: (a) the amonnt paid up or credited as paid up on the �ued share capital of the Company; and (b) the amount standing to the credit of the reserves (including any share premium account, capital redemption reserve fund and any credit balance on profit and loss account) all as shown by the then la.test audited balance sheet but after deducting therefrom any debit balance on profit and loss account (except to the extent that such deduction has already been made) and making adjustments to reflect any variation in the amount of such pa.id up share capital, share premium account or capital redemption reserve fund since the date of such audited balance sheet; (ii) 'borrowings' shall be deemed to include not only borrow­ ings but also the following except insofar as otherwise taken into account: {a) the nominal amount of any issued share capital and the principal amount of any debentures or bor­ rowed moneys, the beneficial interest whereof is not for the time being owned by a member of the Group, of any body whether corporate or unin­ corporate and the payment or repayment whereof is the subject of a guarantee or indemnity by a member of the Group ; (b) the outstanding amount raised by acceptances by any bank or accepting house llllder any acceptnnce credit (not being an acceptance in relation to the purchase or sale of goods in the ordinary course of trading) opened on behalf of and in favour of any member of the Group ; (c) the principal amount of any debenture (whether secured or unsecured) of a member of the Group owned otherwise than by a member of the Group; (d) the principal amount of any preference share capital of any subsidiary owned otherwise than by a member of the Group ; (e) any fixed or minimum premium payable on final repayment of any borrowing or deemed borrowing; but shall be deemed not to include borrowings for the purposes of repaying the whole or any part of borrowings by a member of the Group for the time being outstanding and so to be applied within six months of being so borrowed, pending their appli• cation for such purpose within such period. Amalgamation of Mining Companies' (Special Provisions) [No. 2 of 1982 , 25 • (iii) when the aggregate amount of borrowings required to be' taken into account for the purposes of this Article on any particular day is being ascertained, any of such moneys denominated or repayable (or repayable at the op�ion of any person other than the Company) in a currenw other than Kwacha. shall be converted for the purpose of calcu­ lating the K wacha equivalent at the rate of exchange prevailing on that day provided that any of such moneys shall be converted a'.t the rate of exchange prevailing six months before such day if thereby such aggregate amount would be less (and so that for this purpose the rate of exchange shall be taken as the middle market rate as at the close of business) ; (iv) 'audited balance sheet' shall mean the audited balance sheet of the Company prepared pursuant to these Articles of Association unless at the date of the then latest such balance sheet there shall be subsidiaries in which case 'audited balance sheet' shall mean a consolidated balance sheet of the Company and its subsidiaries and in the latter event the references to reserves and profit and loss account shall be deemed to be references to consolidated reserves and consolidated profit and loss account respec­ tively and there shall be excluded any amounts attribut­ able to outside interests in subsidiaries; (v) 'the Group' means the Company and its subsidiaries (if any) ; A report by the Auditors for the time being of the Company as to the amount of the Adjusted Capital and Reserves or the amount of any borrowings or to the effect that the limit imposed by this Article has not been or will not be exceeded at any particular time or times shall be conclusive evidence of such amount or fact for the purposes of this Article. Notwithstanding the foregoing no lender or other person d�Rling with the Company or any of its subsidiaries shall be concerned to see or inquire whether the limit imposed by this Article is observed and no borrowing incurred or security given in excess of such limit shall be invalid or ineffectual except in the case of express notice to the lender or the recipient of the security at the time when the borrowing was incurred or security given that the limit hereby imposed had been or was thereby exceeded. ". Article no (A) Delete reference to " (A) " in the first line. Article no (B) Delete the whole paragraph. Arncle US (A) Delete the whole paragraph and insert the following: " (A) Subject to Articles 119 and 121 hereof the Directors shall pay in resp�ct of the financial year of the Company ending 31 March 1982 and of each subsequent financial year dividends to the holders of the 'A' and 'B' Ordinary shares in an aggregate amount equal to the consolidated net profits of the Company and its sup. sidiary and associated companies for that financial year, determined in accordance with accounting principles and policies followed by the Company and its subsidiary and associated companies in the • 26 No. 2 of 1982] Amalgamation of Mining . Companies (Special Provisions) preparation of their ·audited accounts for the said :financial year ending 31 .March 1982, as shown in the consolidated audited ac­ counts of the Company and its subsidiary and associated companies in respect thereof (subject only to such amendments as may be approved by the Board at a Meeting carried by a. majority including at least three 'A' Directors and at least two 'B' Directors) after " deducting therefrom or adding thereto only such transfers to or from revenue reserves as may in each case be decided by the Board in the light of the requirements for: (I) financing- the replacement and expansion of the Company's mining and ore processing facilities and amenities neces­ sary for use in connection therewith; and (2) necessary short-term working capital having regard to market conditions and the short-tenn liquidity require­ ments of the Company. The Directors shall declare and pay quarterly interi� dividends to the 'extent that in their opinion the profit and resources of the Company justify the same. " Arti<le 118 (C) Delete the word " certificate " in the first, fifth and seventh lines and insert in place thereof the word " report ". Article 130 Delete the word u or " in the sixth line and insert the word " and ". Arti<le 139 In the third line add the word " intemational '' before the word " standing ". Article 147 At the end of the Article insert the words " or in which relief is granted to him by the Court if such proceedings relate to the Company's affairs. " Article 148 Delete the whole of paragraph C after the words " Consent to Submit Disputes " and insert the following : " dated 22nd December 1981 entered into between The Govern­ ment of the Republic of Zambia, Zambia Industrial and Mining Corporation Limited, N changa Consolidated Copper Mines Limited, the Company, RST International Inc. and Zambia Copper Invest­ ments Limited. ". SCHEDULE C The terms and conditions attaching to the subsidy referred to in Clause 7 (3) are as follows : (a) the period to be covered by the subsidy arrangements is from the effective date of the merger until the date on which .the operations at Broken Hill Division are terminated through lack of further material for treatment; (b) being in essence a social contribution, the subsidy will be non­ taxable in the hands of ZCCM; (c) the tax losses attributable to the Broken Hill Division shall continue, as at present, to be allowed against taxable income arising from the other operations of ZCCM and for this purpose ' • • • Amalgamation of Mining [No. 2 of 1982 Companies (Special Provisions) 27 the effective tax rate of 60 per cent applicable to the Broken Hill Division (mineral tax on lead and zinc and company tax) shall' i-emti.in unchanged throughout the period to which the s1,1bsidy applies ; (d) the subsidy shall ·be paid so soon as ZCCM's auditors have provided the Ministry of Finance with a certificate that the Broken Hill Division has sustained a book lose in respect of . each financial year ending on 31st March; (e) such book loss shall be that arising directly from operating the Division, excluding any part of ZCCM's costs relating to the Centralised Services Division, Head Office expenses, loan 'interest expenses and currency gains or losses, other than interest and qurrency gains or losses on loans relating to the Btoken Hill Division; (f) such book loss shall be computed by ZOOM in accordance with its normal accounting practices and procedures. SCHEDULE D Provisions in Articles of Association of Roan (amended as referred to in Schedule B) to be protected by undertaking contained in Ola.use 7 (4) (;).

1. In Article 2, the definition of " these Presents O which requires ·a Special Resolution in order to alter the Articles.

2. Article 3 (B) to (E) which provides that, except with the consents specified therein, the share capital of Roan will consist always of " A " Shares and " B " Shares in a proportion of between 69.5 : 40.5 and 60.5 :

29.5, and confers on the " A " and " B " Shares the rights of appoint­ ment of" A " and " B " Directors respectively.

3. Article 4 which provides that except as specified in the Articles, the " A " and " B 11 Shares will rank pari passu.

4. Article 5, which provides for the method of variation of the rights attaching to any class of share.

5. Articles 6, 7 and 8, whichrequire thepassing ofa SpecialResolution to increase Roan's share capital or to make such other alterations to the share capital as are therein me:q.tioned.

6. Article 10, which confers on the shareholders rights of pre­ emption in respect of new shares to be issued.

7. Article 34, which provides for the free transferability of Roan's shares.

8. Article 53, which sets out the quorum requirements for General Meetings.

9. Article 58, which permits the demanding of a poll on any re­ solution put to the vote of a General Meeting.

10. Article 62, which sets out the voting rights of shareholders.

11. Articles 74 and 75, which state the number of Directors and provide for no residential qualification.

12. Article 77, which requires a Special Resolution in order to in­ crease the ordinary remuneration of Directors.

13. Article 85, which permits the remaining Directors appointed by one class of shareholders to appoint a Director to fill a vacancy occurring in the Directors appointed by such class. • • • No. 2 of 1982] Amalgamation of Mining Companies (Special Provisions)

14. Articles 87 and 89, which permit the appointment of Alternate Directors and set out the powers of any person so appointed.

15. Articles 93 and 94, which contain provisions relating to meetings of Directors, their voting rights, quorum requirements and the transac. tion of certain business.

16. Article 100, which empowers the appointment of Committees of the Board of Directors and sets out the quorum requirements for meet• ings of any such Committee$.

17. Article 103, which restricts the borrowing powers of the Directors.

18. Article 105, which empowers the appointment of local Boards of Directors and sets out the quorum requirements for meetings of such Boards.

19. Article 109, which permits the maintaining of branch registers outside Zambia.

20. Article 118, which requires the Directors1 subject as therein mentioned, to declare dividends out of the profit of Roan.

21. Article 126, which requires a Special Resolution to authorise the payment of dividends in kind rather than in cash.

22. Article 130, which requires a Special Resolution to authorise an issue of shares by way of capitalisation of profits or 1·eserves.

23. Articles 136 to 140, which provide for the preparation and submission to Shareholders of annual accounts1 and for the auditing of those acconnts by independent auditors.

24. Article 146, which requires a Special Resolution to authorise the Liquidator in a. winding up to distribute assets in kind rather than in cash or to vest assets in trustees for the benefit of the Shareholders.

25. Articles 146 and 14 7, permitting the indemnification of Directors and other officers.

26. Article 148, which provides for the submission of disputes arising out of the Articles for determination by ICSID arbitration. - SCHEDULE E DATED , 1981 THE GOVERNMENT OF THE REPUBLIC OF ZAMBIA ZAMBIA INDUSTRIAL AND MINING CORPORATION LIMITED NCHANGA CONSOLIDATED COPPER MINES LIMITED ROAN CONSOLIDATED MINES LIMITED RST INTERNATIONAL INC. ZAMBIA COPPER INVESTMENTS LIMITED AGREEMENT relating to accounting principles, policies and procedures to be followed by ROM with effect from 1 Apdl, 1981. AGREEMENT (A) The parties to this Agreement are : THE GoVERN:MENT OF THE REPUBLIO OF ZAMBIA (hereinafter called " GRZ "); ZAMBIA INDUSTRIAL (hereinafter called " Zimco " ) AND Mrn:rNo CORPORATION LI:MITED whose registered office is at Zimco House, Cairo Road, Lusaka, Zambia ; Amalgamation of Mining [No. 2 of 1982 Companies (Special Provisions) 29 • N c:e:ANGA CONSOLIDATED Co:en:R 1\-IrNEs LIMITED (hereinafter called " NCCM ") whose registered office is at 74 Independence Avenue, Lusaka, Zambia; Ro AN CONSOLIDATED l\fiNEs LIMITED (hereinafter called " RCM ") whose registered office is at Kafue House, One Nairobi Place, Lusaka, _Zambia; RST INTERNATIONAL INo. (hereinafter called u RSTII ") whose principal office is at Amax Centre, Greenwich, Connecticut 06830, United States of America; ZAMBIA COPPER INVEST­ MENTS LIMITED (hereinafter called u zcr "} whose registered office is at Belvedere Buildings, Pitts Bay Road, Pembroke, Bermuda, and whose address for service in Zambia is at 71, Independence Avenue, Lusaka, Zambia. (B) The purpose of this Agreement is to record the accounting principles policies and procedures to be followed by RCM with effect from l April, 1981. Operative Provisions I. Subject as provided in Clause 2 hereof: (A) the parties hereto confirm their agreement in principle, that ROM continue e. depreciation method of accounting for expenditure on fixed assets with effect from I April, 1981, and use and continue to use in relation to the maintenance of the acconnting records and the preparation of the consolidated acconnts of RCM and its subsidiary and associated companies for the financial period ending on 31 March 1982 and all subsequent financial periods until otherwise agreed by all the parties hereto the accounting principles policy and procedures set out in the First Schedule hereto and insofar as the same are not inconsistent therewith the accounting principles policies and procedures reflected in the consolidated acconnts of RCI\I and its subsidiary and associated companies and NCCM and its subsidiary and associated companies for their respective financial periods ended 31 March 1981. (B) For the purpose of establishing the appropriate level of, and method and sources of financing capital expenditure programmes for RCM and before deciding the dividends to be deClared by it under Article 118, the parties hereto agree that the Directors shall conform to the principles policies and procedures set out in the Second Schedule hereto (which shall be deemed to be incorporated into and to form part of this Agreement).

2. The Board will at duly convened meetings consider all necessary actions in accordance with the principles policies and procedures referred to in Clause 1 hereof subject to the right on the part of the Board at any time after 31st March 1982 to amend the same as referred to in Article llS of the new Articles of Association of RCM to be adopted but without prejudice to·the right of any Directors to break the quorum at any meeting of the Directors if after such consideration they think fit. Reasonable notice shall be given of any Board Meeting convened to consider any such amendment in order that the Directors shall have an opportunity for prior consultation. The' parties further agree that, if and so far as NCCM or RCM has heretofore entered into or RCM may hereafter with the formal prior approval of the Board of Directors enter into agreements with com­ mercial banks and other lending institutions which impose upon RCM limitations on levels of dividend payments, the right of the shareholders to receive dividends shall be limited as so provided. In such a case, any sums which, but for such limitations, would have been available for 30 No. 2 of 1982] Amalgamation of Mining Companies (Special Provisi0118) • • dividends in accordance with the said Second Schedule and Article 118 shall be set aside to a special divi_dend reserve .to be set free for dis• tribution as soon as and to the extent that such limitations are relaxed or expire or are satisfied. The parties recognise that it may be necessary for RCM to agree dividend limitations in future loan agreements ea has been .the case in the past in Order to secure finance for major capital projects approved by the Board and the parties agree that they will in good faith consider approving such dividend limitations in the context of the overall financial and trading position of RCM So Jong as they are consistent with those norinally required by lenders in international financing transactions.

3. The parties hereto agree that nothing herein contained shall affect: (i) the principle of declaring dividends only out of the profits of ROM ; and (ii) the re<J.uirement of ROM to prepare and submit to its share­ holders annual accounts and for such accounts to be audited by independent auditors.

4. The ... parties hereto agree that it shall be a condition of any transfer of shru-es in ROM by Zimco or any Zimco Group compitny or by ZCI or any ZCI Group company pursuant to Clause 10 (A) of the Heads of Agreement of even date herewith and made between the parties hereto that prior to1 registration of such transfer each transferee shall enter into an agreement with the other parties hereto mutatis mutandis in the terms of this Agreement so that the terms of this Agreement shall be binding on and shall enure for the benefit of such transferee. Commencement

5. This Agreement shall be operative from 1 April, 1981 subject to the Scheme of .Arrangement for the amalgamation of NCCM and RCM becoming effective. Arbitration

6. The parties herefa,? agree that all disputes arising ou� of or coilcem­ ing or affecting or in any way relating to this Agreement shall be sub­ mitted to arbitration by the International Centre for the Settlement of Investment Disputes for determination under Zambian law in force on the date of this Agreement and otherwise in accordance with the provisions of an Agreement of even date herewith and made between the parties hereto and for the purpose of Section 16 of that Agreement ::1hall be.deemed to· be disputes of the kind referred to in Section 16 (4) therein (and accordingly not subject to determination ex aequo et bono). IN WITNESS the hands of the duly authoriSed representatives of the parties hereto this day of December, 1981. Signed by: on behalf of The Government of the Republic of Z�mbia in the presence of: Signed by: on behalf of Zambia Industrial and Mining Corporation Limited in the ' presence of: ' Amalgamation of Mining [No. 2 of 1982 Oompaniea (Special Provisions) .31 • Signed by : · on b� �r N changa Consolidated Copper Mines Limited in the presen'ce of: · " ) , . · o n behalf of Roan. Consolidated Mines Limited in the presence of: Signed by: on behalf of �81: �ternatirinal Inc. in the presence of: Signed by: on. be�alf of Zambia Copper Investments Limited in the presence of: THE FmsT SCHEDULE -Roan Consolidated Mines Limited Statement of the accoW1ting principles, policies and procedures to be used for tJJ:e purp(?se of ascertaining the depreciated book value of fixed assets ·as at 1 April 1981 and to be used in relation to the main­ tenance of accounting records and the preparatiOn of the consolidated accounts of the Company and its subsidiary and associated companies with effect from·1 Ap�il,,1981.

1. The individuo.1 net book values of fixed assets which will be used for depreciation purposes and which are shown on the attached sub­ schedule marked 1 ' A '' has been derived from the net book values of the fixed assets of the Company and Nchanga Consolidated Copper Mines Limited air at· 31 'March 1981 as displayed in the audited accounts of that date which aggregate Kl,074.3 million (l980-K967.8 million).

2. Depreciation will be provided on a straight line basis : (A) On··the remaining book value at 1 April 1981 of assets which ' cannot be individually identified over the estimated useful remaining lives of the mines to which they relate as shown in the attached sub-schedule marked " A ". (B) On the remaining book value at l April 198 l of individually identifiable assets over the lower of the estimated useful remaining lives of the mines to which they relate as shown. in the attached sub-schedule marked " A " or the estimated use­ ful remaining lives of such assets. (C) On the cost of assets coming into use after 1 April 1981 over the lower of the estimated useful lives of the assets or the mines to which they relate. In assessing useful lives, there will be asswned a maximum life of 24 (twenty-four) years, subject however to the provisions of items 3 and ·7 hereof.

3. Asset and mine lives will be subject to i-eview as 'and when the need arises and as agreed by the Board, but there will nevertheless be a review of asset and mine lives every three years, the first review being in the year ending 31 March 1985.

4. ,New assets, including major· new projects coining into operation after l April 1981 will first be depreciated in the quarter following that in which they come into operation. 32 No. 2 of 1982] Amalgamation of Mining Companies (Special Provisions)

5. Subject to the periodic reviews referred to above, the lives ascribed to new assets will, for depreciation purposes, be as set out in the attached sub-schedule marked " B ", subject, however, to the following points: (A) the sub-schedule marked " B " is drawn up for genel'al guidance and will be subject to variation from time to time. The esti­ mated useful lives do not take into accowit obsolescence which may well result in the necessity for equipment to be written off more quickly. (B) if the life of tho mine to which any property, plant or equip­ ment relates has a shorter life than that stated, the asset' will be written off over the shorter period. Equipment may, however, be available for use at or in respect of another location and as such its remaining useful life may require to be reassessed. (C) in the case of any new asset which does not fall into any appropriate category included in the sub-schedule marked " B ", a Board decision on the ascribable life will be required. - In reaching a decision, it is proposed that the Board take into accormt the lives ascribed to other assets nearest in function to the new assets concerned and the estimated life or lives of the division or divisions for which such asset is established. (D) in the attached sub-schedule marked " A " the maximum life for certain categories of assets is 24 (twenty-four) years since the maximum life ascribed to any asset is not longer than the life of the mine to which it relates.

6. Any variations in the estimated physical lives of assets which give rise to material increases or decreases in the depreciation charge will be reported to the Board. Similarly, major amormts of depreciation on new assets going into operation will be 1·eported.

7. If, •in terms of a Board resolution, it is agreed to change the estimated remaining usefu1 lives of any of the assets or mines, the new depreciation rate will be applied to the net book value of those assets at 1 April of the year in which the change isto be made, • • \ Mine Broken Hill -Mine -Other Chli.mbishi Chibuluma Chingola Kansanshi Konkola Luanshya. Mufulira including: N dola Copper Refinery Nampundwe Rokana . . Total Mine Assets including local services Supporting Divisions, Head Offices and subsidiaries and associates TOTAL AsSETS IN K WAOHA., Mil..LrONS Suh-Schedule A Oonsoliilated Fio;ed Assets-31st March, 1981 Approximat<, Net Book Remaining Values 3l8t Movement Depreciation Mine Life March 1980 fo1· Year for Year Net Book Capital W 01-k in Progresa Values 31st March 1981 Included in Net Book Value 7 10 24 19 24 u 24 24 24 24 24

230.9 �� � � � � � �ff i i � o· i � "' �- .:· "' o-�- z ? "" 34 No. 2 of 1982] • Amalgamaiion of Mining Companies (Special Provisicms) Sub-Schedule B Fixed asset cUl!JBifications and maximum lives at 1st April 1981 subject to the estimated U8eful lives of such assets

1. Mining properties: Broken Hill Bwana Mkubwa Chambishi Chmgola Kansanshi Konkola Luanshya Mindola North Mufulira Nampundwe Rokana Chibuluma

2. Underground devewpment : As in 1. above except for Broken Hill whioh is

3. Underground and shaft equipment: As in 2. above

4. Open pit development: Bwana Mkubwa Chingola Fitula Kansanshi Mumubula Ncht.1,nga RokU.na

5. Open pit equipment : Drills RTVS Scrapers Shovels Support equipment Other equipment *Any new equipment will have the longer life.

6. Treatment and other surface plant, buil,dings and vehicles: I Air power Electricity supply ►Except as in 1. above Water supply J Ooncentr:itor Except for : Broken Hill Bwaua 1\'lkubwa. Chibuluma Smelter Except for : Pyrometallurgical Plants: · Broken 'Hill , • Years 10 3 24 24 ll 24 24 2 24 24 24 19 7 l 3 2 ll 4 15 2 l/5* 6/s• l/6* 8/14* 3/5* l/3* 24 7 3 19 10 Amalgamation of Mining [No. 2 of 1982 35 Companies (Special Provisions) • Cobalt Plants: Chambishi Rokana, existing Rokana, new Oxygen Plant: Rokana Torco Plant: Rokana Acid Plant : Rokana 1, 2 and 3 Chambishi Refinery Tank House Refinery furnaces Except for Broken Hill Lead Refinery Vacuum Refining Plant : Chambishi Workshops Except for : Broken Hill Bwana Mkubwa Chibuluma Mindola North Other surface equipment-as for workshops ' ' Vehicles Housing and services- as in I. above High Grade Leach Plant : Chingola Tailings, Leach Plant, Stage II : Chingola 24 24 ,24 24 3 24 24 24 24 10 24 24 10 3 1 9 2 3 24 24 Roan Consolidated Mines Limired · Statement of the principles, policies and procedures to be followed by­ the Board for the purpose of determining the financing sources from: which the Company's capital expenditure shall be funded before decid� ing on the dividends to be declared. (A) If and when the cash funds required for the replacement and expansion of the Company's mining and ore processing facilities and amenities necessary for use in connection therewith exceed what is, available from the depreciation provided in relation to those facilities. and amenities, the additional monies required will be fowid either by the retention of profits in reven_ue reserve or by borrowing or other· credit fac'ilities or by such combination of these as may be considered to be in the best interests of the Company. For the purposes of this paragraph, cash funds required shall include funds necessary to finanCe· the repayment of borrowings and the discharge of credit facilities given in relation to the replacement and expansion of such facilities and. amenities. 36 No. 2 of 1982] Amalgamation of Mining Companies (Special Provisions) (B) No specifically designated capital expenditure reserve will b6 created, but the funds derived from profits retaffi:6d in revenue reserve pursuant to (A) above will be applied to capital projects when this becomes necessary in accordance with the capital expenditure pro­ gramme decided upon by the Board in connection with any retention authorised pursuant to (A) above. {C) In relation to the desirability of the ordinary shareholders of the Company receiving dividend distributions on a regular basis, the Board shall give due and reasonable regard to distributions on such basis before determining from time to time whether to adopt capital ex­ penditure programmes which might require retentions of profit as described in (A) above but subject always to the best interest of the Company. (D) It is intended that bocrowings shall continue to be an integral part of the_ Company's financial sources provided: (i) that the ratio of medium- and long-term borrowings, as shown in the consolidated balance sheet of the Company from time to time, to shareholders' funds should not in general exceed (1:3); and (ii) that such ratio will be reviewed by the Board in the light of circumstances prevailing from time to time. (E) As and when the cash resources available to the Company exceed the amount determined by the Board as being necessary for, firstly, :financing the replacement and expansion of the Company's mining and ore processing facilities and amenities necesssary for use in connection therewith, and secondly, necessary short-term working capital having regard to market conditions and short-term liquidity requirements of the Company, as determined by the Board, such excess funds shall become free for distribution out of accumulated revenue reserves set aside under (A) above. \ (F) ' The provisions of Article 118 will be interpreted and applied in the_light of the above-mentioned intentions. (G) The provisions of the lnternationa.1 Accounting Standard (IAS 3) issued in June 1976 will be applied to the Company's investment in a.ssociated companies (as defined in paragraph 4 of IAS 3) so that such investment will be included in the Company's consolidated financial statements under the equity method of accounting and references in the Company's Articles of Association to " associated com]?anies " shall be construed accordingly. • Amalgamation of Mining Companies (Special Prov-isions) [No. 2 of 1982 37 SCHEDULE F IN Tlllil HloH COURT FOR ZllmIA AT TRE PruNCIPAL REOlSTRY SCHEME OF .A.RRANGEMENT AND Aft:ALGAMATION ( Under Sections 101 and 102 of the Companies Act) BETWEEN NCHANOA CONSOLIDATED COPPER MINES LIMITED and the holders of its Ordinru·y Sha.res of K2 each Preliminar1J • A. In this Scheme, unloss inconsistent with the subject or context, the following eiq>ressions sho.U bear the meanings specified opposite to them : " The Act " means the Companies Act (Chapter 686) of the Laws of Zambia. "Nchanga " means Ncha.nga Consolidated Copper Mines Limited. " Roan " moons Roan Consolidated Mines Limited. " 'l'he Government " means the Government of tho Republic of Zambia. " Zimeo " means Zambia Industrial ancl Mining Corporation Limited. " RSTII " moans RST International Inc.-a company incorporated in tho state of Delaware in tho USA. " ZCI " means Zambia Copper Investments Limited-a. company incorporated in Bermuda. " Tho Ma.st.or Agreement " moans tho Heads of Agreement dated 1981 and mado between the Government, Zimco, Nchanga., Roan, RSTII and ZCI. " Tho Operative Date " moans tho day on which this Scheme becomes binding in accordance with Clause 6 of this Scheme. " this Scheme " means this Sohomo in its present form or with any modification theroof or addition thereto or condition ap­ proved or imposed by tho Court. "' holder " includes a person entitled by transmission. B. The authorised and issued Ordinary share capitals of Nohanga. and Roan are as follows : Company Nehanga Roan Class and Nominal, Amcnmt of Shares A Ordinary Shares of K2 each . . B Ordinary Shares of K2 each . . A Ordinary Shares ofK4 each . . B Ordinary Shares ofK4 each . . Number of Authorised Shares 92 873 152 61 848 715 27 900 000 19 600 000 Number of Issued Shares 92 873 152 61 848 715 22 868 091 14 854 382 C. Meetings of the Shareholders of Roan have been convened in accordance wit,h its Articles of Association with a view to resolving upon tho reorganisation of its share capital (conditional upon this Scheme being sanctioned by the Court) by: • 38 No. 2 of 1982] Amalgamation of Mining Companies (Special Provisions) (i) Increasing the authorised share capital of Roan to K900,000,000 by the cre(l,tion of additional A Ordinary and B Ordinary Shares. (ii) Reconstituting the existing unissued A and B Ordinary Shares of K4 each and consolidating them with new unissued Ordinary Shares of K6 each to create unissued shares of KIO each. (iii) Capitalising K226,334,838 of tho reserves of Roan and issuing to the present Roan Shareholders credited as fully paid up 22 868 091 new A Ordinary Shares of K6 each and 14 854 382 now B Ordinary Shares of K6 each and consolidating each new Ordinary Share of K6 each with each existing issued Ordinary Share of K4 each. D. Zimoo owns all tho issued A Ordinary Shares of both Nchanga. and Roan, ZCI owns (l,ll the issued B Ordinary Shares of Nohanga and Security Nominees Limited holds 3 7 1 3 795 of tho issued B Ordinary Shares of Roan on behalf of ZCI. E. Ncbanga also has outstanding 196 098 5½% and 55 565 5% Cumulative Preference Shares of K2 each and has given notice to redeem all such shares on 1st March, 1982 pursuant to Article 3 (J) (iii) of the A.i·ticles of Association of Nchanga at the price per share of K2.10 and K2.20 rcspeoLivoly. F. The purpose of this Scheme is to effcct---(a) a merger between Nohanga and Roan through the acquisition by Roan of the whole of the share capital of Nobanga in issue after the redemption of its Pre­ ference capital in consideration of the allotment to the holders of Ordinary Shares of Nchanga of new Ordinary Shares of Roan credited as fully paid; (b) the transfer to Roan of the undertaking of Nohanga; and (c) the dissolution of Nohanga without a winding up. G. The Government has agreed to use its best endeavours to have enacted certain legislation for tho purposes desol'ibed in tho Master Agreement. I. Amalgamation of Nchanga with Roan The Scheme (i) Roan shall with effect from and including 1 April 1981 aoqufre the wholo of the issued share capital of Nohanga in exchange for the issue in accordance with paragraph 3 of this Scheme of fully paid shares of Roan. Provided Lhat Roan shall not be entitled to the benefit of the dividend declared by Nohanga in August 1981 in respect of the year ended 31st March 1981. (ii) the share capita.I of Nohanga shall be brought into the books of Roan at a value equal to the aggregate of the nominal value of the issued Ordinary Shares of Nohanga and its reserves at 3 1 March 1981 (less the amount payable in respect of capital to tho preference share­ holders on the redemption of their shares) and the excess of that value over the aggregate nominal va.luo of the new shares of Roan to be issued to Nohanga shareholders shall be credited to the revenue reserves of Roan. (iii) upon the Operative Date and immediately fol1owi.ng the registration of Roan as tho holder of the whole of the issued share capital of N ohanga in the register of members of N ohanga, Roan shall acquire and amalgamate with its own undertaking the undertaking and all the property, assets and r.ights real and personal, and the liabilities and obligations of every description (whether current, con- • Amalgamation of Mining Companies (Special Provisions) [No. 2 of 1982 39 clitional or contingent) of Nchanga . Roan shall have the benefit of the ownership of the assets transferred to it and bo subject to the liabilities and obligations being assumed by it with effect from 1st April 1981 and as between Roan and Nchanga from 1st April 1981 Nchanga shall bo deemed to have carried on its business on behalf of and as agent for Roan and shall accorclingly account to Roan for all profit from that date and be indemnified by Roan in respect of o.ll losscs from that date. (iv) by an order of tho Court to bo made pursuant to section 102 of the Act as part of the order sanctioning this Scheme and with the effect specified in paragraph (ii.i) above- (a) all the property assets and rights of Nchanga referred to in the said paragraph (iii) shall bo transferred to and vest in Roan and all the liabilities and obligations of Nchanga referred to in the said paragraph (iii) shall be transferred to and become liabilities and obligations of Roan except that debts owing or obligations incurred by Nchanga to Roan or vice versa sho.ll by virtue of this Scheme be extinguished ; (b) any legal proceedings pending by or against N changa sbo.ll be deemed to be proceedings pending by or against Roan and shall continue as such; and (c) Nchanga shall be clissolved without a winding up.

2. Reorganisation of Capital of Roan For the purposes of and with a view to the implementation of this Scheme but conditionally upon this Scheme being sanctioned by the Court Roan shall reorganise its share capital in the manner described in Recital C. hereto.

3. Consideration for transfer In consideration of the transfer to Roan of the whole of the issued share capital of Nchanga, Roan shall within 28 days after the Operative Date issue 30,367,7 17 " A " Orclinary Shares of KIO each creclited as fully paid to Zimco and 20,616,238 " B " Ordinary Shares of KIO each creclited as fully paid to ZCI which said " A " and " B " Ordinary Shares shall rank pari passu in all respects with and have attached thereto the same rights and privileges as will be attached by the Articles of Association of Roan to the " A " and " B " Ordinary Sharee of Roan upon the reconstruction of its share capital described in Recital C. hereto.

4. Oertiji.catell Im.mediately after the issue of the new Roan " A '' Ordinary and ''B '• Ordinary Shares Roan shall (except to any extent to which it may be prohibited by law from doing so) deliver definitive certificato for such Shares to the persons to whom the same sho.ll respectively have been so issued, by sending such certificates or warrants through the post in pre-paid envelopes addressed to such person at their respective addresses as shown in the Register of Members of Nchanga at the close of business on the day immecliately preceding the Operative Date, or to such other addresses (if any) as such persons may respectively direct and Roan shall not be liable for any loss in transmission. • 40 No. 2 of 1982] Amalgamation of Mining Companies (Special Provisions)

5. Oondi1ions (A) This Schemo sba.U become oporativo and binding on Nchanga. and the holders of its Ordinary Sha.re.'! as soon as each of tho foUowing conditions shall h1we been sa.tiBfied : (i) an offico copy of an Order of the Court w1dcr section 101 of the Compa.nios Act sanctioning this Scheme shaU have been dolivorotl for registration t,o t,ho Registrar of Companies in Zambia ; (ii) a resolution shall have been passed ot, a Goneral Mooting of Roan approving the Scheme, reorganising its capita.I in the manner described in Recital C. hereto and creating tho shares required for i'!-�uo pursuant to Clause 2 of this Scheme. (iii) tho reorganisation of tho tihare capital of Roan and tho creation of tho said shares shall have boon sanctioned by resolutions po.ssed at separate me<'ltings of the holders of the " A " Ordi, nary Sharos and " B " Ordinary Sharos in tho present capital of Roan and at a General Mooting of Roan convened in order to approvo tho variation of rights attached to the said Shares os referred to in Article 5 of tho Articles of Association of Roan; (iv) the Council of 'l'ho Stock Exchange in London shall have admitted the now " B " Ordinary Shares of Roan t.o the Official List subject only to allotment; and (v) all consents shall have been obtained from any governmental authorities in tho Republic of Zambia requisite to carry into ofToct the provisions of this Schomo. It shall be suffio,ont evidence that tho foregoing conditions or any of thom have been complied with or fulfilled if an acknowledgment thoroof is signed on behalf of tho Govornmont, Roan, Nohanga, and Zimco. (B) Unlo.o;.'! this Scheme shall have bocomo oporativo as aforesaid on or before 3 1 December 1982 or such la.tor date, if any, a.a the Cow·t may allow tho same shall lapse.

6. Modification of Scheme Nchanga and the other parties t.o the J\Iaster Agreement may consent jointly on behalf of all concorned to a.ny modifications of or additions to this Schomo or to any conditions which the Court may think fit to approve or impose.

7. Costs Tho costs and oxpensos of and inoidonta.l to the preparation and imploment.ation of this Scheme shall be borne by Roon. Dated : , 1982. Amal,gamati()'TI, of .kf. ining Companies (Spec-ial Provisions) [No. 2 of 1982 41 HCHEDULE G 'l'HE PERSONS \Yrroirn NAM.ES ARE A.NN1-;xED l[ERETO IBM \Vorld Trade Corporation. Agreement for p11rch1,sc of installod IBM mt\Chines. AEC 'l'elofunkon Mining Division Dcpartmoni. Agrcommt in respeoL of servicing ancl inspection of winding engines. • MCMK Consulting Engineers, Overarup plus Part.nor,; and Poler the Richards plus Partners. Professional services in connection with construction of tho new head office complex at Lusaka . Anglo Americm1 Co1·poro.tion , 'crvicos Ltd. L'1trchosi11g agency in Zimbabwe. Anglo American Uorpuralion of HouLh .\frica Lt<l. Purcihasing agency in South Africa. \Val.ormeyer Logge Piosolu plus Uhlm1\nn. \ g-reomont for the provisiuu of services. Klocknet· Industric-Aulagt,n (;mbl L Ag1·eenmnt to KC'L 11p fine coke plaut.. Motu.llurgical Devolopmo11t Company. Liconco/ l::W Ill rolu.tion t.o Broken Hill Division. Goneral Electric Company of Zambia Lirnit�,d. Contract provision and execut.ion of F1pcci1tliF1t onginoering and roho.liilitation services. 1\let.o.l Fabricators of Z1imbi1\ Limited. 8upply of copper billc,w to Zambia.. Standard 13unk and 0Lhc1'll, :-iy11<licated luan ngr,'l'lll<'nl dtLted 4 Dcccmlior l !)7!J. Zambia Nat 11m11,I Provident Fund. Loan agrc<'mcnl H17:l. f>tandanl C'lio.rternd Bo.nk Limitml. Loan Agrcl'ffi<'nl of l !)79. Standard Chartorocl :1-lcrchant Bo.nk Ltd. Lom1 ugreernont nf 1 0 8 1 fw1di11g supply o f UK goodi1 ant.I/or U K services. Dongray I11<lW:1t.ri11l Lunite<l. AgrrC'mo11t. or ,July l !JSO furnl ing supply of equipment. nnd ,;pru·cs. Standard Chartcrc·d :\lC'rchant 8m1k Lirnt!C'c l. Loo.n ,1�·cem1-nt (£4,000,000). 'l'azaru. Agreomonl for co11sll'11clion of copper dt•pnt. Commouwoalth Dev<·lopmont Corporal ion. Lonn O.l,'l'<'cmont of 4 December, 1979. Inl ornational Finance Curporatic)n. Loan ngn·o11w11li:; dat,•d 4 Decombe1· 1!)79 and J),,cember, l!J81. OPIC. Loan ll6'l"Ccmcn t dut od December, l 1)8 J . Europcun Investment Bank. Loan agrcemont d1tktl Dc•combl'r, 1 981. Standard Bank Ltd and othel'I;. Lonn agrPonwnt. dated Dccl,mber, 1981. Mitsui ancl Mitsubishi Group Cmnpa.r11os. All outstanding loun and copper sales agreements. 42 No. 2 of 1982] Arruilgamation of Mining Companies (Special Provisions) • Commonwealth Dovelopment Corporation. Novation agreement dated 4 December, 1979. Irving Trust Company. Syndicated loan agreement of 1980. Equator Bank Agreoment of Hl80 financing purchase of supplies from us. Continental Illinois National Bank and Trust Company of Chicago, Barclays Bank Intemational Limited and Export Import Bank of US and others. Financing agreement. Citibank NA 11.nd Export Import Bank of US. Financing agreement of 1 6 June 1976. Eximbank and olhers. Financing agreement of l O August 1981. 'l'ozer Standard plus Chartered Limitod. Agreement of 22 January 1976 financing contract. Bank of America Tr11st plus Savings A.'!.Sociation. Loan agreement of 2 February 1979. Equator Bank. Loan agreement of 30 April 1 98 1 . Le11de1·s to Roa,,i Oon.9olidated .Mines I.,imite,d l\Iorgo.n GrenfoU & Co. Limited Yame of Lender Barclays Bank ln1 ernational Limited and Export Import Bank of United Sta�'S Banque de l'Indochine ct do 'uez/Cofoce Date of Loan Agreement 28 August I 97 6 9 March 1977 23 October 197 5 30 October 1978 I June 1972 L6 June 1976 1 1 July 1079 27 August 1980 23 ,fonuary 1981 Chase �fanhattan Bank (N"A)/and others Overseas Private l nvestment Corporation (OPIC) Rurupean Investment Bank Standard (;harlered Merchant Bauk Limited .Zambia National Provi,lont Fund 22 8eptomber l 980 24 , eptembor 1 980 1 2 January 1 98 1 27 ,January L972 HCH EDULE ll Acm1m�mNT AND CONSEN'.l' TO ScmMrr DISPUTES TO TIJE lNTKRNATTONAL Cr�N·rn.E J,'On SETTLEMENT OF lNVES'.l.'MEN'r DrSPUTES AoHEEMENT ma.do as of thi1:1 <lay of 198 by and among the foll.owing particl'l : 'l'm,: GoVEtiNlllliN1' OF' '!'HE RE­ PUBLIC Ol' ZAM:BIA (" t,he Republic ") ; ZAMBIA JNDUSTRIAJ, AND ]\,fnrmo Co1wORATION LIMITED, a Zambian Corporation (" Zimco ") ; RoAN CoNSOLIDATED l\m"ES LillIITED, a Zambian Corporation (" tho Com­ pany "); NcRAN0A CoNSOLTDA'rED COPPJm. Mnms Lilln'.l.'ED, a Zambian Corporation (" NCCl\I ") : RST lNTERNA'.l.'IONAL !Ne., a Corporation lawi, of Delaware, United States of America formed under tho (" H 'TII ") ; ZAMBIA COPPER INVEsnmNTS LIMITED, a Company incorporated in Bermuda (" ZCI "). • Amalgamation of Mining Companies (Special Provisions) [No. 2 of 1982 The first four parties are herein also referred to together as the " National Parties ". The other parties are herein also referred to together as the " Investors " and individually as the " Investor ". Such terms shall also include any successor of or assignee or transferee from any such party to the extent provided in Section 5 of this Agree­ ment and in particular (and without limiting the generality of the fore­ going) shall include ony holder of " A " or " B " Ordinary Shares of the Company. WHEREAS: (A) NCCM and the Company and their shareholders have for many years made and maintained major investments in copper and other mineral producing properties and processing facilities located in Zambia for commercial purposes. (B) Zimco a.a a constituent sub-division or agency of the Republic holds approximotely 60% equity interest in NCCM, ond the Company. (C) Pursuant to the Heads of Agreement of even date herewith (" the Master Agreement ") it is intended that NCCM and the Compony should merge by a Scheme of Agreement (" tho Scheme "), and the Master Agreement provides for tho enact­ ment by tho Republic of new legislation and the adoption of new administrative orders or regulations all affei;ting such invest­ ment. (D) The parties desire that all disputes between on Investor or the Investors, on the one hand, and tho Republic, Zimco, the Com­ pany, NCCM or any of them, on the other, which may arise out of or conccn1 t,he Master Agreement, tho Articles of Association of the Company and any u.rrangements, legislation, orders or regulations affecting the investments in tho Company or NCCM should be submitted to binding arbitration by the International Centre for the Settlement of Investment Disputes ( " the Centre ") pursuant to tho Convention on the Settlement, of Investmont Disputes between States and Nationals of Othor States (" the Convention ") to which the Republic has become a contracting State. Now THEREFORE THE PAllTIES HERETO A.OREE as follows : l. THE National Porties and the Investors hereby agree and consent to submit to the jurisdiction of the Centre all disputes between a National Party and an Investor arising out of, concerning or affecting in any way the investment praviously or hereafter made by the Invostors in the assets and businosses which now arc or immediately following the completion of the Schome will be owned or operated by the Company or NCCM to the extent thot such disputes arise out of the merger or proposed merger of NCCM and the Company pursuant to tho Master Agreement, it being agreed by tho parLies that all such disputes concern an investment within the meaning of the Convention and shall include, without limiting the generality of the forogoing, all disputes between a National Party and an Investor arising under concerning or in any way relating to this Agreement ; the Master Agreement ; the Scheme; the Depreciation Accounting Agreement of even date herewith; the Memo­ randum and Articles of Association of the Company and any amendments thereto ; all Jaws heretofore or hereafter to be enacted and orders and regulations and administrative acts heretofore or hereaftor to be adopted or taken by the Republic or a.ny agency or instrumentality thereof pursuont to the Master Agreoment; any other Agreement, documents or action'!! which have been or are to be entered into, executed or taken in order to implement or give effect to tho Master • 44 No. 2 of 1982] Amalgamation of Mining Companies (Special ProvisiO'Tl,8) Agreement, the Scheme or any of the foregoing ; and any amendments to any of the foregoing. Tho National Parties and the I nvestors expressly waive hereby tho right to avai.l themselves of any privilege or immunity of jurisdiction in respect of any arbitration pursuant to this Agreement or the execution or enforcement of any award or judgement a-:i a result thereof. It is tho intent of the Parties hereto to confer jurisdiction as fully as possible on the Centre pursuant to the Convention, and if the Centre should for any reason decline to accept reference of any dispute, or any aspect of a dispute, referred to it pursuant to th ill Agroomont, the Parties agroe that they shall submit to the Centre, and that the Centre shall have jurisdiction ovor all other disputes or portions of a dispute the reference of which the Centro does not so decline. In the event «-ho Centre shall for any reason decline to accept reference to it of any dispute or any aspect of a dispute, the parties hereto agree that such dispute or aspect thereof shall be submitted to binding and conclusive arbitration by such arbitrator a.s shall be agrcod by tho parties to the dispute or in default of such agreement, to an arbitrator to ho sppointod by tho Chairman for tho time being of the Administrative Council of the Centre and that in sny such dispute the provisions of this Agreement and of the Convention shall govern and be fol\owo<l as nearly as may be.

2. SOLELY for tho purpose of this Agrooment,, tho Republic, pursuant to Article 25 (I) of the Convention, hereby designates Zimco the Com­ pany and NC<Th-I aa constituent subdivisions or agencies of the Republic for purposes of the Convention and, pursuant to Article 25 (3) of the Convention, the Republic hereby approves the Agreoments and consents of Zimco the Company and NCCM contained in this Agreement. The Republic will file a copy of this designation with tho Centre.

3. IT rs EXPRESSLY AGREED that the Investors who hold tho shares or other securities of the Company or NCCM have a direct concern and interest in the financial and commercial affairs of tho Company or NC<ThI and that in any dispute covered by the Agreement which affects the Company or TCCl\I including without lim.ita.tion disputes arising out of tax and other legislation, orders regu.la.tions or adminis­ trative acts enacted adopted or t.aken for tho benefit of the Company or NCCM and its or their operations, pursuant to the Master Agreement such Investors shall have standing to institute and prosecute .i.n arbi­ tration and to enforce any relief granted therein, whether or not the Company or NCCM agrees to do so or to participate in such arbitmtion on its own behalf or on behalf of the Investor. PROVIDED 'l'HAT, in each case, the Investors instituting the arbitration own of record or beneficially 5 per cent of the then issued and outstanding shares or other securities of the Company of any class then outstanding as the ca.so may be. It is further a.greed that no action, waiver, consent, or failure to act by tho Company or NCCM shall be binding on or projudico tho rights of any such Investor in any such arbitration. 4. No party hereto will tako any action of a judicial nature sub­ stantially affecting the rights of another party by reason of such latter party's alleged actions or failure to act or to perform an agroement if the existence characterisation or consequence of such alleged actions or failure to a.ct or perform could constitute a dispute arbitrablo pursuant to this Agreement unless the first party has givon due notice to the lattor party of the alleged action or failure to a.ct or to perform such agreement and of tho action the party giving such notice proposes to take and either (A) the party to whom the notice has boon given does not institute an arbitration pursuant to the Convention and this Agreement within 60 days after receipt of such notice or (B) if such party so institutes such an arbitration, a final award has been rendered against such party pursuant to such arbitration in respoct of such alleged action or failure to act or to perform an agreement and within 6 months after such final award has been rendered, (or such longer or shorter Amalgamation of Mining O<nnpanies (Special Pr01nsions) [No. 2 of 1982 45 • time a.,;i such award shall specify) such party does not. tako such action as the arbitration award mandates in order to remedy such action or failure to act or porforrn.

5. IT 1s HEREBY AOHEED that. tho consent and agreement to tho jurisdiction of tho Centro expressed in this Agreement shall equally bind and enure to tho benefit of (A) any successor to tho Republic, Zimco, the Company or NCCM and any investor ; (BJ any holder of" A " or " B " ordinary shares in tho Company or NCCM all to the extent that tho Centro can as.sumo jurisdiction over a dispute between such successor or shareholdor and tho othor party.

6. IT rs JIEREBY AGREED that t ho right of an Investor to request tho settlement of a dispute by tho Centro or to take any stops as a party to a proceeding pw-suant to this Agreement shall not be affected by tho foct that such Investor ha.a received full or partial compensation, on a conditional or an absolute basis, from any thirc-1 party (whether a private person, a State, a p;ovcrnmental agency or an international organisation), with rc.-,pect to any loss or injury that is the subject of the dispute.

7. IT JS REREBY AGREED thot ony arbitral tribunal constituted in relation to a dispute submitwd to tho Centro pursuant to this Agreement shall conform to tho formula Rpecifiod in Article 37 (2) (b) l\ml 38 of the Convention.

8. ANY arbitration proceeding pursuant t.o this Agreement shall be conducted in accorda.nco with tho Centre's Rules of Proceduro for Arbitration Proceedings in effect on tho date on which the proceeding is instituted.

9. T1CE Centre shall be entitled to publish tho a.word rendered by, as well o.s tho minutes and other records of tho procrodings of, n.ny arbitral tribunol constituted pursuant to this Agrooment.

10. ANY arbitral tribunal constituted pltrsuant to this Agreement shall, subject to Section 1 1 below, in interpreting and applying any agreements, documents, legislation, ordors, rogulotions and other instruments with which tho dispute is concorncd, apply the law of the Republic of Zambia (i11clucting its rules on conflict of laws tmd its principles of common law and equity) as it existed on tho 1st April J 981, disregarding all legislation, instruments, orders, directions and court decisions having the force of law in Zarobio (other them those contemplated in tho Mastt>r Agreement) adopted, ma.de, issued or given subsequent to thot date it being tho intention of the po.rtica hereto that such decisions shall be ma.de as if decided on thot date under Zambian law as previously mentioned provided that nothing heroin shall be deomod to be a woivor by any party to any dispute of any rightl! under public intomotional law which such party would have had on 1st April 1981 and which would have been recognised by Zambia on that date. Wit,hout limiting the foregoing, tho parties hereto agree that the variolLS a.g.i·ooments and instruments specifically iclonti.fiod in Section 1 of this Agreement aro lawful and valid under tho laws of the Republic and are in no respect contrary to its public policy or national interest and, GCCordingly, constitute in and of themsclvoe applicable low among tho parties thereto and beneficiaries thereof so that resort boyond such agrooments and instruments to any other sources of law shall be required only in ca.sos whore the agreement. or instrument in question is so ambiguous that its intent cannot. be determined or where such agreements or instruments do not apply to the dispute io question or are not clispositivo of it.

11. ANY a.rbitral tribwUJ.I constituted pursuant. to this Agreement shall (in tho case only of disputes to which paragraph 16 (3) of tho Master Agreement applies) also be authorised to determine any such dispute in its discretion ex aequo et bono. • 46 [No. 2 of 1982 Amalgamation of Mining Companies (Special Prnvisions)

12. Tms Agreoment may be amended only by an inatrwnent in writing signed by the Republic, Zimco, the Company, NCCM, RSTII and ZCI (or by any successors on behalf of any such pa1-ties) provided the Republic, RSTII or ZCI shall not be required to be parties if they are not affected by tho amendment. Unless otherwise specifically provided in connection with any assignment or transfer of shares of the Company or NCCM, or other rights, no such amondment shall require the consent or approval of any assignee or tranaferee thereof but shall nevertheless be effective and binding in respect of such assignee or transferee. IN WITNESS whereof the duly authorised representatives of the parties hereto have hereunto set their hands the day und year first before written. Signed by: on behalf of the Government of the Republic of Zambia in the presence of: Signed by: on behalf of Zambia Industrial and Mining Corporation Limited m the presence of: Signed by: on behalf of Nchanga Consolidated Copper Mines Limited in the presence of: Signed by: on behalf of Roan Consolidated Mines Limited in the presence of: Sigtied by : on behalf of RST Interno.tional Inc. in tho presence of: Signed by: on behalf of Zambia. Copper Investments Limited in the preaonce of: SUPPLEMENTAL HEADS OF AGREEMENT (A) The parties to the Supplemental Heads of Agreement are: The Government of the Republic of Zambia (" GRZ " ) Zambia Industrio.l and Mining Corporation Limited ( " Zimco " ) Nchanga Consolidated Copper Mines Limited ( " Nehanga " ) Roan Consolidated Mines Limited (" Roan ") RST International Inc. (" RSTII ") Zambia Copper Investments Limited (" ZCI ") ZCI Holdings Limited (" ZCI Holdings ") (B) These Supplemental Heads of Agreement are supplemental to : (i) 'l'he Heads of Agreement do.ted 22 December 1981 o.nd mo.de between the parties hereto other than ZCI Holdings and which are herein referred to as " th8 Heads of Agreement " ; and (ii) Tho Agreement relating to accounting principles policies and procedures and the Agreement and consent to submission of disputes to the Internationo.l Centre for Settlement of Invest­ ment Disputea both dated 22 December 1981 (" the Ancillary Agreements ") entered into pursuant to the Heads of Agree­ ment and to which the parties hereto other than ZCI Holdings were partie,. .Amalgamat·ion of Mining Oompani(',S (Special P1·ovisions) [No. 2 of 1982 47 (C) The purpose of thaae Supplemental Heads of Agreement is to vary the Heads of Agreement and the Ancillary Agreements to reflect the fact that ZCI Holdings and not ZCI as referred to in the Heads of Agreement and the Ancillary Agreements is the owner of " B " Ordinary shares in Roan and N chango and to effect certain other changes as herein provided. I . ZCI Holdings hereby agrees with the other parties hereto that it will assume and be bound by the terms of the Heads of Agreement and the Ancillary Agreements as from the date of the Heads of Agreement in the terms in which ZCI is expressed to be bound thereby except as herein otherwise provided and so that the Heads of Agreement and the Ancillary Agreements shall except as aforesaid be road and construed as from that date as if all references therein to ZCI wore references to ZCI Holdings and the other parties hereto hereby agree to be bound as from that dote by the terms of the Heads of Agreement and the Ancil­ lary Agreements amended o..<:1 aforesaid in every way as if (except as aforesaid) ZCI Holdings had been named therein as a party thereto in place of ZCI.

2. Notwithstanding the provisions of Clause l hereof references in the Roads of Agreement (including tho Schedules thereto) ond in the Ancillary Agreements to ZCI shall only bo changed to references to ZCI Holdings a.a provided in Cle.use 3 hereof and tho Schedules hereto.

3. The parties hereto hereby e.groe that tho Heads of Agreement including the Schedule.':! thereto and the Ancillary Agreements shall be amended a.a set out in the Schedule hereto as iJ such amendments had been included. in the Heads of Agreement when thoy wore entered into. It is hereby agreed that the aoid Schedule shall be deemed to be in­ corporated into and form part of these Supplemental Heads of Agree­ mflnt.

4. ZCI hereby undertakes with the parties hereto that it will pro­ cure that ZCI Holdings will perform and observe all the obligations BSsumed by ZCI Holdings hereunder and under tho Heads of Agree­ ment and Ancillary Agreements as hereby varied and ZCI will indomniJy and keep indemnified tho parties hereto against any non-observe.nco or non-performance by ZCI Holdings of all or ony of such obligations. II. Roon and Nchonge. undertake with the other parties to those Supplem11ntal Roads of Agreement that they will not consent on behalf of all <·oncE'mod to any modification or additions to the Scheme of Arrangement or any conditions which the Court may think fit to approve or impose without the prior approval of the rt1maining parties to those Supplemental Hoods of Agreomont. 6, The parties hon•t<> agree that all disputes arising undur those Supplemental Heads of Agreement shall bo submitted to £Lrbitration os provirll'd in Clouse 16 of the Heads of Agreement as if these Supple­ mental Heads of Agroement formed port of and the changes hereby effected wore incorporated in tho Roads of Agreement and the Ancillory Aii:r<'<'ment.<:1. As W1TNESS the hands of tho duly authoris<'d reprosentotivos of the portiC's horoto this 10th day of February, I 982.

1.'!te Schwule above rrjerred to: The Heads of Agreement including the schedules thereto and the AnC'illary Agreements shall be amendC'd os hereinafter provided : ll wd8 of Agreement : Cle.use 1. After (" RSTII ") tleleto " and " and after (" ZCI ") add ' and ZCI Holdings Limited (" ZCI Holdings ")". • 48 (No. 2 of 1 982 Amalgamation of Mining Oornpanies (Special Provisions) Clause 4. (2) (i). For " ZCI " read " ZCI Holdings " . Clause 4 . ( 2 ) (iv) . .For " ZCI " road " ZCI Holdings ". Clause 5. ( 1 ). For " ZCI " read " ZCI Holdings " . Clause 5. (2) Delete the entire sub-clause and imbstituto the following: " An Ordinary Resolution shall bt' propose(l to tho mcmbel'f! of ZCI to the following effect : " That tho Board o f Di.rectors o f (ZCl) be authorised to procure that (ZCI)'s wholly owned subsidiary company ZCI Holdings Limiti,d voto in favour of tho resolutions to bo proposed ot the separo.to meeting of tho hold= of tho " .B " Ordinary shures of Nchanga Consolidated Copper Minos Limited (NCCM) convened by Order of tho High Court for Zambia. for 1 7th l\Iarch, 1982 and that Security Nominoos Limited ,·ote in favour of tho Resolutions to bo proposed at ouch of the two Extraordinary GcnC'ral Meetings of Roan Colll!olidatc-d Mines Limited (RCM) and o.t the separato General Meeting of tho holders of the " B " Ordinary sho.ros of RCM o.U convened for 1 7th March 1982 copies of the notices of such meetings of NCCM o.nd RCM having been produced to this meeting and signed by t.he Chairman tlwroof for the purpose of idPntification " . " Clause 5 . ( 7 ) Deleto both reforoncoa to " ZCI " and replace by referonces lo " ZU[ Holdings ". Clo.u8C G. ( 1 ). First line. After " ZCI " insert " ZCI Holdings " . Clatrno 6 . ( l) (iii). Fnr " ZCI " where thoRo i11iLials second appPa.r road " ZCI Holdingl'I". Clause l 0. All t·eforencc,R to " ZCl '' should bo roforences to " ZCI HolclingH " savo in the words " ZGl Group Company " and the definition of ZCI Group Compm1y in paragraph (viii) sha.11 bo amondod by o.d1ling tho words " zcr HoldingH " a.ft.er the words " :Security Nominees Limited ". Schedule A to the Heads of Agreement : (B) (e) . For " Zambin. Copper lnvl'"!tmont..'I Limited " reo.cl " ZCI Holclinga Limited ". Schedttle B to the Jleacls of Agreement : Articlo 1 1 8 (A). First paragraph of tho paragraph lott.ered (A) add after Lhe word " amendments " whero it, appears in bracket.a tho words " to sucli ac-count ing principles and policies ". Article 148. Add ti.ftnr " Zambia Cop1wr [nve;;tmenta Limiwd " tho following words : " o.s amended by Supplemental Agreement dated 1 !)82 boLwt•en tho said po.rt,iCR and ZCl IloldingH Limited ". February Schedule f,,' to the Heads Ayreemenl : Add as a. pa1·t,y after Zambia Copper lnvostments Liroiterl " ZCI Holdings Limited (heroinaftor called • ZCI HoldingR ') whoso registered office is at 80 Broad Stroot,, Monrovia, Liberia, and whose address for service in Zambia. is at 74 lndependence Avenue aforesaid ". Clause 4-. After " ZGI " whoro it first appears add " or ZCI Ho ldinf,'8 ". Amalgamation of Mining Companie.s (Spe,cial Provisions) [No. 2 of 1982 49 • Schedule F (Tlte Scheme Arrangement) : (A) Front Cover: Delete " o.nd o.mo.lgo.mt\tion ". (B) Front Cover : After " of K2 co.ch " a.<ld " for amo.lgo.mo.tion with Roan ConsoHdo.ted Mines LimiLed ". (C) Preliminary. Paro.graph A. Dolete " " ZCI " mearn1 Zambia Copper InvesLments Limited a uompany incorporawd in Bormuda. " and insert " " ZCI Uoldinirs " mean.-; ZCI Holdings LimiLed a company incorporated in Liborio. and a wholly ownC'd subsidiary of ½o.mbie. Coppor Investments Limit.ed o. company incorporated in Bermuda " . (D) Delote t he definition o f " the Ma..,tor AgTcoment " o.nd insert tho following definition " " the Heads of Aweemcnt " means the Heads of Agreement da.ted 22nd Docomber 1981 and ma.do between the Government, Zimco, Nchanga, Roan, RSTII and Zambia Copper Invostrnont.a Limit.ed o.R varied by a Supplemental Aweomont do.tod February l 082 botweon lho said parties an<l ZC! Holdings " . (l<:) Paragraph B . Insert the figure of 02,230,000 in place o f the �ro of 01,848,7 1 5 whC'ro that figure appears under the column hoa.cled " Number of Authorised Hho.ros " . (F) Paro.graph D . After tho imtie.ls " ZC! " whoro tlwy appear in two places insert the word " Holdings ". (G) Tho Scheme. Paro.gi·aph I (i). Dolol,e the words " tho whole of Lho is,med share ca.pita.I of N change. " and insert the following words : " lho whole of the issued Ordinary share capital of Nclmnga (which Zimco and ZCI Holdings shall transfor to Roan forthwith upon this Scheme becoming offcctivo) ". (H) Paro.graph l . (i1). Afwr tho wor<Ll " on t.he rC'demption of tboir sharos " insert tho words " and tho aggroga.te amount of Preference dividend pa.id on 1st July 1981 and tho accrued dividend payable on redemption ". (I) Pl\ragmph 3. Insert tho word " Holdings " after the initials " ZCI ". (J) Para.graph 4. After tho words " definitive certificates " add tho words " or ronouncca.blo allotment lcttor ", (K) Paragraph 4. After tho words " such corLifico.Lcs " inBort tho words " or a.Uotmont !otters " in place of tho words " or warrants ". Delote the brackets before the word " sonding " o.nd at the end of the paragraph. (L) Paro.graph Ii. (A) (ii). After tho word " Hoa.n " insert tho words " (inter alie.) ". (M) Paragraph 6 (A) (iii). Delete the words " a.s reforrod to in " and replace with the words " in accordance v,Tjth ". (N) Paragraph 6, la.st sontenco. Delete tho words " and Zimco. " and insert the word " and " botwoon " Roan " and " Ncho.ngo ", (0) Para.graph 6. Dolote the words " the other parties to tho Master Agreement " and insert the word " Roan ". Schedule H t First pe.ro.graph. Add after ( " ZCI ") tho following: " and ZCI Holdings Limited a company incorporated in Liborio. (" ZCI Holdings ")." • 50 [No. 2 of 1982 Amalgamation of Mining Companies (Special Provis-ion.,) Clause 12. Delete " and ZCI " and insert " ZCI and ZCI Holdings,". Clatll58 12. Delete " or ZCI " and ineert " ZCI Holdings ". A1'eillary Agreements : Agreement pursuant to Schedule E : Amend as referred to abovo in Schedule E. Agroement pursuant to Schedule H : Amend as referred to above in Schedule H. Signed by: KEDDY MusoKOTWANE on behalf of tho Government of the Republic of Zambia in the presence of: C. MANYEMA Signul by: J AXES M.Al'oMA on behalf of Zambia Industrial and Mining Corporation Limited in the presence of: T. B. CRINTU Signed, by: FRANCIS IU.UNDA on behalf of Nchanga Consolidated Copper Mines Limited in__the presence of: R. L. BW.UYA Signed by: DAVID Pnmt on behalf of Roan Consolidated Mines Limited in the presence of: K. M!.ENOA Signed by: R. HALLE on behalf of RST International Inc. in the presence of: D. MONTEITH Si.gtwl by: OWEN P!IILLIPS on behalf of Zambia Copper Investments Limited in the presence of: R. C. IlA.RVEY SigMd by: OWEN PHILLIPS on behalf of ZCI Holdings Limited in the presence of: R. c. UAJtVEY