Exhibit 10.3

The Government of the Republic of Zambia

ZCCM Investments Holdings plc

Vedanta Resources LIMITED

Vedanta Resources Holdings Limited

Konkola Copper Mines plc

CONTENTS

CONTENTS

THIS AGREEMENT is made on  6^th Nov 2023

BETWEEN:

(each of the Persons referred to in (1) to (5) collectively being, the “Parties”).

WHEREAS:

NOW IT IS HEREBY AGREED as follows:

"2004 SHA" means the previous shareholders’ agreement entered into between Vedanta, VRHL, GRZ, ZCCM-IH, Zambian Copper Investments Limited, ZCI Holdings S.A. and the Company dated 5 November 2004, and which governed the relationship of the Parties prior to the entering into of this Agreement;

"Acceptance" has the meaning given in Clause 13.4;

“Accrued Payment” has the meaning given to it in Clause 16.7.2(a);

"Act" means the Zambian Companies Act, No. 10 of 2017 as from time to time amended and in effect. The expression shall include any and all regulations made thereunder;

"Affiliate" means:

provided that paragraphs (c) and (d) shall not apply to the term "Affiliate" when used in Clause 14;

"Agreement" means this 2023 shareholders’ agreement, including all schedules and annexes, as varied and amended from time to time;

“Annual Revenue” means the aggregate amount of gross revenue actually received by the KCM Group members during any Financial Year that directly results from the export, sale or exchange of product by the KCM Group members;

"Applicable Laws" means any and all:

and in each case to the extent that they apply to the Person or circumstance in question in any jurisdiction;

“Applicable Margin” means, with respect to any New Vedanta Shareholder Loan, seven per cent. (7.00%) per annum;

“Approved CEO” has the meaning given in Clause 6.13.1(b);

"Approved Technical Partners" means SRK, Worley Parson, Hatch, Golders Canada, Tata Consulting Engineers Ltd (TCE), Australian Mining Engineering Consultants and Snowden Mining Industry Consultants Pty Ltd;

"Articles" means the Articles of Association of the Company, as amended from time to time;

"Asking Price" has the meaning given in Clause 14.3.1;

"Auditors" means the Company's auditors (being a firm of chartered accountants of recognised international standing) from time to time;

"Board" means the board of directors of the Company or, where the context so requires, of any of its subsidiaries;

“Board Reinstatement Date” means the date on which Step 5 is fully implemented in accordance with clause 4.5 of the Implementation Agreement;

"Board Reinstatement Longstop Date" has the meaning given in the Implementation Agreement;

"Business" means the business to be carried on by the KCM Group, namely that of exploration, appraisal, mining of ore and waste, treatment and/or smelting and refining of ore to produce products and the marketing and sale of products, construction and development of mining and related facilities, in each case whether within or outside Zambia, and such other activities, including related transport, trading of metals, borrowing, providing guarantees and granting security incidental and/or conducive to the foregoing which may be approved by the Board from time to time in accordance with the terms of this Agreement and the Articles;

"Business Day" means a day on which commercial banks are generally open for business in Mumbai, London and Lusaka;

"Buying Shareholder" has the meaning given in Clause 14.3.2;

"Capital Expenditures Support Commitment" means Vedanta’s commitment to provide an amount equal to USD1,000,000,000 (one billion United States dollars) by way of the Capital Expenditures Support Loan towards the development of the KDMP and other mine, plant and infrastructure development, on and subject to the terms and conditions in the Capital Expenditures Support Loan Agreement;

"Capital Expenditures Support Loan" means a USD term loan facility in an aggregate amount equal to the Capital Expenditures Support Commitment;

"Capital Expenditures Support Loan Agreement" means the loan agreement concluded or to be concluded between VRHL and the Company in terms of which VRHL or any of its Affiliates makes available the Capital Expenditures Support Commitment to the Company;

"Cashflow Waterfall" has the meaning given to it in Clause 16.7.2;

“Cause” has the meaning given in Clause 6.7.4;

"CEO" means the chief executive officer of the Company from time to time;

“CEO Shortlist” has the meaning given in Clause 6.13.1(a);

“CFO” means the chief financial officer of the Company from time to time;

"Chairperson" means the non-executive chairperson from time to time of the Board;

"Chililabombwe Large Scale Mining License" means the Large Scale Mining License No. 7076 held by the KCM Group with expiry date 31 March 2025;

"Chingola Large Scale Mining License" means the Large Scale Mining License No. 7075 held by the KCM Group, with expiry date 31 March 2025;

"Committee" means a committee constituted in accordance with the Articles;

"Common Control" means the circumstances where two (2) or more Persons are Controlled by the same Person or its Affiliates;

"Common Terms Agreement" means the common terms agreement between, amongst others, the Company as borrower, The Standard Bank of South Africa Limited (as mandated lead arranger, facility agent and security trustee) originally dated 31 October 2012 and amended and restated from time to time, including on or about 10 November 2015 pursuant to which the lenders advanced term loan facilities in the aggregate amount of US$820,000,000 (eight hundred and twenty million United States dollars);

“Community Support Commitment” means Vedanta’s commitment to provide an amount equal to USD20,000,000 (twenty million United States dollars) by way of the Community Support Loan to support the Corporate and Social Responsibility Program for a period of one year after the Effective Date, on and subject to the terms and conditions of the Community Support Loan Agreement;

“Community Support Loan” means a USD term loan facility in an aggregate amount equal to the Community Support Commitment;

“Community Support Loan Agreement” means the loan agreement concluded or to be concluded between VRHL and the Company in terms of which VRHL or any of its Affiliates makes available the Community Support Commitment to the Company;

“Community Trust” has the meaning given in Clause 17;

“Condition Precedent” has the meaning given in Clause 2.1;

“Confirmation” has the meaning given in paragraph 4 of Schedule 1;

"Consent Period” has the meaning given in Clause 11.5.4(b);

“Control” means:

and “Controlled by” shall be construed in accordance with this definition;

“COO” means the chief operations officer of the Company from time to time;

“Copperbelt Province” means the Copperbelt Province of Zambia, which is bordered by Central Province in the south, North-Western Province in the west while in the north there is an international boundary between Zambia and the Democratic Republic of Congo;

“Corporate and Social Responsibility Program” means the corporate and social responsibility program of the KCM Group, as adopted and amended from time to time;

“Corporate Guarantee” means the corporate guarantee to be provided by Vedanta to the Company;

“Creditor Settlement Support Commitment” means Vedanta’s commitment to provide an amount equal to USD250,000,000 (two hundred and fifty million United States Dollars) by way of the Creditor Settlement Support Loan, on and subject to the terms and conditions of the Creditor Settlement Support Loan Agreement;

“Creditor Settlement Support Loan” means a USD term loan facility in an aggregate amount equal to the Creditor Settlement Support Commitment;

“Creditor Settlement Support Loan Agreement” means the loan agreement concluded or to be concluded between VRHL and the Company in terms of which VRHL or any of its Affiliates makes available the Creditor Settlement Support Commitment to the Company;

“DCF” means a valuation method which estimates the present value of an investment based on expected future cash flows;

“Debt Finance” has the meaning given in Clause 16.6.1;

“Deemed Non-Transferor” has the meaning given in Clause 15.2;

“Deemed Offer Notice” has the meaning in Clause 15.2;

“Deemed Offer Notice Period” has the meaning in Clause 15.6.1;

“Deemed Offer Purchase Notice” has the meaning given in Clause 15.6.1;

“Deemed Offer Sale Equity” has the meaning given in Clause 15.2;

“Deemed Transferor” has the meaning given in Clause 15.1;

“Deferred Creditors” means all third party creditors (including, for the avoidance of doubt, Copperbelt Energy Corporation plc) who, in terms of the Proposed Creditor Scheme of Arrangement, will have amounts owing to them by the KCM Group deferred. Deferred Creditors shall specifically exclude:

“Deferred Creditor Liabilities” means all amounts deferred under the Proposed Creditor Scheme of Arrangement which are owing to the Deferred Creditors;

"Deferred Shares" means the deferred shares with a par value of ninety-nine US cents (US$0.99) each in the capital of the Company (in each case having the rights and being subject to restrictions set out in the Articles);

"Director" means a ZCCM-IH Director, Vedanta Director, the GRZ Director or an Independent Director (as the case may be);

"Dispute" means any dispute, disagreement, controversy, claim or difference of whatsoever nature arising under, out of, in connection with or relating (in any manner whatsoever) to this Agreement or the existence, interpretation or performance of this Agreement or the breach, termination or validity thereof;

“Disruption Event" means either or both of:

"Effective Date" means the date on which the Condition Precedent is fulfilled or waived, as the case may be;

"Encumber" means to grant an Encumbrance;

"Encumbrance" means a mortgage, charge, pledge, lien, option, restriction upon sale, right of first refusal, right of pre-emption, third party right or interest, other encumbrance or security interest of any kind or other type of preferential arrangement (including, without limitation, a title transfer or retention arrangement) having similar effect (other than those arising through operation of law);

"Encumbrancee" means any Person to whom an Encumbrance is granted pursuant to Clauses 9.2 and/or 14;

"Environmental Management Plan" means the environmental management plan of the KCM Group, as amended from time to time;

"Existing GRZ Liabilities" means, collectively, all amounts owing as at the Effective Date by the KCM Group to any Government Authority (excluding, for the avoidance of doubt: (i) any penalties accruing on such amounts (other than penalties accruing on the NAPSA Liability Amount), on or after 20 May 2019 up to (and including) the Effective Date and (ii) an amount equal to 50% of the aggregate amount payable to the Deferred Creditors which is deferred in terms of the Proposed Creditor Scheme of Arrangement, all of which amounts GRZ shall procure are written off in aggregate by the relevant Government Authorities), including the Tax Liability Amount, the NAPSA Liability Amount and the WCF Liability Amount;

"Existing Shareholder Amendment Agreements" means all written amendment agreements, as applicable, to the Existing Vedanta Party Unsecured Loans and the Existing ZCCM-IH Unsecured Loan concluded, to the satisfaction of Vedanta and ZCCM-IH, each acting reasonably, in terms of which, amongst other things, accrued interest prior to the Effective Date is capitalised to the principal amount of the relevant loan and no further interest accrues from the Effective Date;

“Existing Vedanta Liabilities” means, collectively, all amounts owing (including all interest and capital payable in relation to such amount) as at the Effective Date by the KCM Group to any Vedanta Party or any Vedanta Party’s Affiliates, including the Existing Vedanta Party Secured Payment Obligations and the Existing Vedanta Party Unsecured Loans (excluding an amount equal to 50% of the aggregate amount payable to the Deferred Creditors which is deferred in terms of the Proposed Creditor Scheme of Arrangement, which amount Vedanta and VRHL shall procure are written off in aggregate by one or more of the relevant Vedanta Parties or their Affiliates (as applicable));

“Existing Vedanta Party Secured Payment Obligations” means all amounts paid by Vedanta to the lenders under the Common Terms Agreement pursuant to the demand guarantee concluded between Vedanta and The Standard Bank of South Africa Limited dated 29 May 2014 (in each case excluding all accrued interest on such amount on or after the Effective Date, which interest amounts shall be written off in accordance with Clause 16.8);

“Existing Vedanta Party Unsecured Loans” means the Vedanta Resources Jersey loan provided by Vedanta Resources Jersey to the Company in accordance with the loan consolidation and amendment agreement dated 18 August 2017 (excluding all accrued interest on such amount on or after the Effective Date, which interest amounts shall be written off in accordance with the relevant Existing Shareholder Amendment Agreement);

“Existing ZCCM-IH Liabilities” means, collectively, all amounts owing (including all interest and capital payable in relation to such amount) as at the Effective Date by the KCM Group to ZCCM-IH or any of ZCCM-IH’s Affiliates, including the Existing ZCCM-IH Unsecured Loan;

“Existing ZCCM-IH Unsecured Loan” means the loan provided by ZCCM-IH to the Company (excluding all accrued interest on such amount on or after the Effective Date, which interest amounts shall be written off in accordance with the relevant Existing Shareholder Amendment Agreement);

“Expert Proceedings” has the meaning given in paragraph 9 of Schedule 1;

“Fair Market Value Expert” means the Person to be appointed to undertake the determination of the Fair Market Value Price in accordance with Clause 15.11.1;

“Fair Market Value Price” means the fair market value price payable for the Deemed Offer Sale Equity, as calculated in accordance with Schedule 2;

“Financial Quarter Period” means each period of three months:

“Financial Year” means the accounting period by reference to which the Company from time to time elects to satisfy the obligations required by law to prepare audited financial statements (which, as at the Signature Date, is the 12-calendar month period commencing on the first day of April in each calendar year);

"Force Majeure" means any act of war (whether declared or undeclared), invasion, armed conflict, act of foreign enemy, act of terrorism, martial law, military or usurped power, insurrection, revolution, civil disturbances, blockades, riot, embargoes, strikes, lock-outs and other labour conflicts, sabotage, criminal damage, land disputes, epidemics, plague, volcanic eruptions, earthquakes, subsidence, heave, landslip, collapse, rock falls, storms, cyclones, floods (including flooding of underground mine works), explosions (including nuclear explosions), fires, lightning, methane and other underground gases and the explosion thereof, radioactive or chemical contamination or ionising radiation (unless the source or cause of the contamination, radiation or other hazardous thing is brought or has been brought onto or near its operations by the Company and was not essential for the construction or operation of the facilities), non-availability of electrical power, gas, water or other utilities (other than due to the negligence or default of the Company), restrictions imposed by any Government Authority which has jurisdiction either over the operations of the Company or over any Party or destruction of, damage to or unavailability of materials, equipment or supplies, and any other event which the Company could not reasonably be expected to prevent or control;

“Framework Commercial Agreements” means the agreements regarding the supply of concentrate and offtake of metals of the KCM Group, to be entered into between any of the Vedanta Parties (or their Affiliates) and the Company and/or its subsidiaries;

“Framework Consent Period” has the meaning given in Clause 12.1.3(b)(ii);

“Framework Period” has the meaning given in Clause 12.1.1;

“Free Cashflow” means, in respect of any Financial Quarter Period, the consolidated accumulated cash generated by the KCM Group, from operating profit and capital investment activities, after provision for actual and anticipated working capital, capital expenditure (whether sustaining capital expenditure, or growth and expansion capital expenditure) and actual and anticipated Taxes;

“Funding Assessment Period Commencement Date” means the first day of the sixth month immediately following the month in which the Effective Date occurs;

"Funding Period Expiry Date” means the date on which the New Vedanta Shareholder Loans are fully advanced to and received by the Company;

“Funding Suspension Period” has the meaning given in Clause 15.9;

“Governance Policies” means the policies applicable to the governance of the KCM Group, which policies will be adopted by the Board and amended by the Board from time to time;

"Government Authority" means any domestic or foreign federal, provincial, regional, state, municipal or other government, governmental department, agency, authority or body (whether administrative legislative, executive or otherwise), commission or commissioner, bureau, minister or ministry, board or agency, or other regulatory authority having jurisdiction with respect to any specified Person, including any securities regulatory authorities or stock exchange, or any quasi-governmental or private body exercising regulatory or other governmental or quasi-government authority or function;

"GRZ Action" means:

"GRZ Director" means the director nominated for appointment to the Board by GRZ pursuant to Clause 6.8 and the Articles;

“GRZ Loan Agreement” has the meaning given in Clause 16.4.2(b);

"ICC Centre" has the meaning given in paragraph 2 of Schedule 1;

"Implementation Agreement" means the implementation agreement entered into on or about the Signature Date between the Parties, KMRL and SmelterCo, which regulates, amongst other things, the steps to be taken pursuant to which the Provisional Liquidator is removed and the Winding-up Petition is withdrawn;

"Independent Director" means a Director that for the purposes of Applicable Law constitutes an independent director of the Company (or the nearest equivalent thereof in the relevant jurisdiction, if any);

"Insolvency Act" means the Zambian Corporate Insolvency Act, No. 9 of 2017 as from time to time amended and in effect. The expression shall include any and all regulations made thereunder;

“Interest Period” shall mean with respect to any New Vedanta Shareholder Loan a period of three Months commencing on and from the utilisation date of the relevant New Vedanta Shareholder Loan;

"KCM Group" means the Company and its subsidiaries from time to time;

"KMRL" means Konkola Mineral Resources Limited, a company incorporated in Zambia (company registration number 12020010056), whose registered office is at 2 Oppenheimer, Nchanga South, Copperbelt Province;

“Konkola Deep Mine Project” means the infrastructure and production development project to be undertaken at the Konkola Mine, and “KDMP” shall mean the same;

"Large Scale Mining Licences" means, collectively, the Chililabombwe Large Scale Mining License, the Chingola Large Scale Mining License and the Nampundwe Large Scale Mining License held by the KCM Group, pursuant to the Mines and Minerals Act, together with all other material mining, mineral and/or processing related licenses held by the Company and any of its subsidiaries;

“Loss” means any loss of whatever description, including, but not limited to, damages, dues, penalties, fines, costs, reasonable amounts paid in settlement, actual liabilities incurred, Taxes, compensation (including compensation paid or payable to any employee expenses and fees (including reasonable fees and expenses of attorneys, counsel, accountants, consultants and experts arising out of actions, applications, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, interdicts, judgements, orders (including for specific performance), decrees, directives, rulings, liens and obligations), but excluding any indirect or consequential damages;

“Majority Shareholder” means, at any time, if applicable, the Shareholder which holds at such time a majority of the issued Ordinary Shares;

“Matched Loan Amount” has the meaning given in Clause 16.4.2(a);

“Match Notice” has the meaning given in Clause 16.4.2(a);

"Material Adverse Effect" means a material adverse effect on the condition (financial or otherwise) of the Company, any of its subsidiaries or any of their respective assets (either individually or in the aggregate) or the occurrence of a matter which has or may have a material adverse effect on the KCM Group’s present or future ability to operate its Business;

"Material Contract" means any contract which involves annual expenditure (whether by a single transaction or a series of related transactions during any one-year period) of more than one hundred million US dollars (US$100,000,000), but specifically excluding any marketing, supply of concentrate or offtake contracts entered into other than with Affiliates of VRHL outside of the Framework Commercial Agreements;

"Mines and Minerals Act" means the Zambian Mines and Minerals Development Act, No. 11 of 2015 as from time to time amended and in effect. The expression shall include any and all regulations made thereunder;

“Minimum CEO Qualification Specification” means the minimum qualification requirements for the position of CEO as set out in paragraph 7 of Schedule 4 attached hereto and as may be amended from time to time in accordance with Clause 11.2;

“Minimum CFO Qualification Specification” means the minimum qualification requirements for the position of CFO as set out in paragraph 7 of Schedule 5 attached hereto and as may be amended from time to time in accordance with Clause 11.2;

“Minimum COO Qualification Specification” means the minimum qualification requirements for the position of COO as set out in paragraph 8 of Schedule 6 attached hereto and as may be amended from time to time in accordance with Clause 11.2;

“Minimum Qualification Specification” means collectively the Minimum CEO Qualification Specification, the Minimum CFO Qualification Specification and the Minimum COO Qualification Specification, and any one of them as the context may require;

"Month" means a calendar month and "Monthly" shall be construed accordingly;

“Nampundwe Operation” means the mining and concentrator operations conducted at Nampundwe;

"Nampundwe Large Scale Mining License" means the Large Scale Mining License No.7074 held by the KCM Group, with expiry date 31 March 2025;

“NAPSA” means the National Pension Scheme Authority, a statutory body of Zambia;

“NAPSA Liability Amount” means the KCM Group’s aggregate liability to NAPSA as at the Effective Date;

“Nchanga Operation” means the mining and processing operations conducted at Nchanga (Copperbelt Province);

"New Vedanta Shareholder Loans" means the Capital Expenditures Support Loan, the Community Support Loan and the Creditor Settlement Support Loan;

“Nkana Refinery” means the refinery operations at Nkana;

"Notice of Dispute" has the meaning given in Clause 28.2;

"Notice to Appoint" has the meaning given in paragraph 1 of Schedule 1;

"Notification" has the meaning given in Clause 14.3.2;

"Offer Notice" has the meaning given in Clause 13.3;

"Offer Shares" has the meaning given in Clause 13.3;

"Operations" means any undertakings, activities and/or operations engaged in by the KCM Group, including the construction, development, financing, operation and management of the mines of the KCM Group;

"Operative Provisions" has the meaning given in Clause 2.1;

"Ordinary Shares" means ordinary shares with a par value of one US cent (US$0.01) each (excluding the Special Share) in the capital of the Company from time to time (in each case having the rights and being subject to the restrictions set out in the Articles);

"Original Transferee" has the meaning given in Clause 14.2.3(a);

"Original Transferor" has the meaning given in Clause 14.2.3(a);

"Party" or "Parties" means the Shareholder Parties from time to time, the Company, Vedanta and GRZ;

"Person" means any individual, firm, company, trust, partnership, joint venture or other incorporated or unincorporated body, association or organization;

“Placement Agency” has the meaning given in Clause 6.13.1(a);

"Production Force Majeure Event” means any event or circumstance which is reasonably outside of the control of the KCM Group members, including any:

but in each instance, specifically excluding any Production Force Majeure Event which is caused by or arising as a result of a breach by VRHL to comply with its funding obligations in terms of the Capital Expenditures Support Commitment in circumstances where such funding obligations have not been suspended or terminated in accordance with the provisions of this Agreement;

"Proposed Creditor Scheme of Arrangement” has the meaning given to it in the Implementation Agreement;

“Provisional Liquidator” means the provisional liquidator of the Company as at the Signature Date and any subsequent provisional liquidator of the Company appointed at any time prior to the Board Reinstatement Date, if applicable;

"Purchaser" has the meaning given in Clause 14.3.1;

“Quotation Day” means, in relation to any period for which an interest rate is to be determined, two US Government Securities Business Days before the first day of that period (and if quotations would normally be given on more than one day, the Quotation Day will be the last of those days);

“Reference Rate” means, in relation to any New Vedanta Shareholder Loan, the applicable SOFR as at the Specified Time for such Interest Period and for a period equal in length to the Interest Period of that New Vedanta Shareholder Loan and, if that rate is less than zero, then the Reference Rate shall be deemed to be zero;

"Refinancing Consent Period” has the meaning given in Clause 11.5.3(b);

"Request for Proposal" has the meaning given in paragraph 2 of Schedule 1;

"Rules" has the meaning given in Clause 30.1;

"Sale Equity" has the meaning given in Clause 14.3.1;

"Sale Notice" has the meaning given in Clause 14.3.1;

“Sanctioned Jurisdiction” means any country, territory or region that is subject to or the target of comprehensive (i.e., country-wide or territory-wide) Sanctions (which as of the date of this Agreement includes Iran, Cuba, North Korea, Syria, Russia and the territories of Crimea, Donetsk and Luhansk in the Ukraine), as may be the case from time to time;

“Sanctioned Person” means (a) any Person listed in any sanctions related list of designated Persons maintained by any Government Authority having jurisdiction over any of the Parties, (b) any Person named on the list of Specially Designated Nationals maintained by the Office of Foreign Assets Control in the United States of America, (c) any Person named in the Consolidated List of Financial Sanctions Targets and the Investments Ban List maintained and published by His Majesty’s Treasury in the United Kingdom, (d) any Person named in any other list similar to that of (a) – (c), maintained and published, or a public announcement of a Sanctions designate made, by any of the authorities mentioned in the definition of “Sanctions” in Clause 1.1, (e) any Person that is, or is Controlled by a Person that is, the subject of any asset-freeze Sanctions, (f) any Person that is, or is Controlled by a Person that is, located, organised or resident in, or otherwise subject to Sanctions that apply to, a Sanctioned Jurisdiction, (g) any other Person with which United States persons are prohibited from dealing under any applicable Sanctions, and in each case with respect to a Person that is a body corporate or partnership, includes any of their directors, senior executives, officers and/or employees, or (h) any Person engaged in or undertaking any activity in a Sanctioned Jurisdiction, any activity with a Sanctioned Person as set out in (a) – (g) above, or any activity that violates applicable Sanctions;

“Sanctions” means economic or financial sanctions, measures or trade embargoes imposed, administered or enforced from time to time by any Government Authority having jurisdiction over any of the Parties, the United Nations Security Council, the U.S. Departments of State or Commerce and the Office of Foreign Assets Control in the United States of America, the European Union, His Majesty’s Treasury in the United Kingdom or any other applicable sanctions authority;

"Secondary Sale" has the meaning given in Clause 14.3.4;

"Secondary Sale Equity" has the meaning given in Clause 14.3.4;

"Secondary Sale Notice" has the meaning given in Clause 14.3.4;

"Selling Shareholder" has the meaning given in Clause 14.3.1;

"Settlement Agreement" means the global settlement agreement entered into between, amongst others, GRZ, ZCCM-IH, Vedanta, VRHL and the Company on or about the Signature Date that resolves and/or settles litigation and disputes between the parties thereto that arose prior to the entering into of such agreement;

"Shareholder" means any holder of Ordinary Shares in the Company from time to time but shall, for the avoidance of doubt, exclude the Special Shareholder;

"Shareholder Dispute Matter” has the meaning given in Clause 8.1;

"Shareholder Loans" means any claims which a Shareholder and/or its Affiliates has against the Company or any of its subsidiaries for the payment of any amount in respect of any monies lent to the Company or such subsidiary (as applicable) by that Shareholder and/or its Affiliates, including interest thereon or in respect thereof, which shall include the following:

"Shareholder Party" means a Party which is a Shareholder;

"Shares" means shares of any class (other than the Special Share) in the capital of the Company (however designated) from time to time;

"Signature Date" means the date on which this Agreement is signed by the last-signing of the Parties;

"SmelterCo" means KCM (SmelterCo) Limited, a company incorporated in Zambia (company registration number 120000044055), whose registered office is at Stand M/1408 Fern Avenue, Chingola, Zambia;

“Smelter Operation” means the smelting operations for the treatment of concentrate;

“Social Management Plan” means the social management plan of the KCM Group, as amended from time to time;

"SOFR" means, for any day, the secured overnight financing rate as administered by the Federal Reserve Bank of New York (or any other person that takes over the administration of that rate) published (before any correction, recalculation or republication by the administrator) by the Federal Reserve Bank of New York (or any other person that takes over the publication of that rate);

"Sole Expert" means a person appointed in accordance with the provisions of Schedule 1;

"Special Share" means the special share of one US dollar (US$1.00) in the share capital of the Company;

"Special Shareholder" means GRZ;

“Specified Time” means 11:00 a.m., Lusaka time, on the Quotation Day;

“Standing Committee” has the meaning given in Clause 6.25.1(a);

“Standing Committee Chairperson” has the meaning given in Clause 6.25.1(e);

“Standing Committee Representative” has the meaning given in Clause 6.25.1(b);

"Step" has the meaning given in the Implementation Agreement;

"Subscription Agreement" means the agreement dated 19 August 2004 and made between the Company, ZCI Holdings, ZCCM-IH, GRZ and Vedanta;

"Subscription Price" has the meaning given in Clause 13.3;

"Suspended Provisions" has the meaning given in Clause 2.1;

"Tax Authority" means any Government Authority that is legally competent to impose and collect Tax in Zambia on behalf of GRZ including any applicable governmental authority, government department, statutory body, municipality, Town Council, Local Council, or any local or provincial agency, body or official anywhere in Zambia;

“Tax Deduction” has the meaning given in Clause 16.2;

"Taxes" means any form of income tax, withholding tax, value added tax, property transfer tax, mineral royalty, professional tax, custom duty, excise duty, other advance tax, other tax, other duty, tariff, levy, charge, fee, contribution, basis for assessing taxes (including the rates of, or periods for, depreciation of assets for tax assessment purposes) other withholding or impost of whatever nature (including any related fine, penalty, surcharge or interest) imposed, collected or assessed by, or payable to, a Tax Authority, and "Tax" shall have a corresponding meaning;

"Tax Liability Amount" means the KCM Group’s aggregate liability to the Tax Authorities as at the Effective Date (excluding, for the avoidance of doubt, any penalties accruing on such amounts on or after 20 May 2019 up to (and including) the Effective Date, which amounts GRZ shall procure are written off by the Tax Authorities in accordance with clause 6.4.1 of the Implementation Agreement);

"Technical Partner" means the Person appointed from time to time by the Company to, inter alia, work with the KCM Group to improve mine design and planning with a view to optimising mining operations;

"Termination Agreement" means a termination agreement to be entered into between, inter alios, the parties to the 2004 SHA that, inter alia, terminates, amongst others, the 2004 SHA;

“TLP Operation” means tailings leach plant processing operations through which ore is processed to produce copper cathode;

“Transaction Documents” means the Implementation Agreement, the Settlement Agreement, the Capital Expenditures Support Loan Agreement, the Community Support Loan Agreement, the Creditor Support Loan Agreement, the Termination Agreement, the Existing Shareholder Amendment Agreements, the Corporate Guarantee and the Trust Deed;

"Transfer" means any sale, transfer (whether voluntary or otherwise) or other disposition of Ordinary Shares, Deferred Shares and/or Shareholder Loans (if any), or any interest (legal or equitable) therein or any attempt so to do by any Shareholder Party or a permitted Encumbrancee of a Shareholder Party, including the creation of an Encumbrance (other than in accordance with the provisions of this Agreement) over any of its Ordinary Shares, Deferred Shares and/or Shareholder Loans, as applicable;

"Transfer Acceptance" has the meaning given in Clause 14.3.2(c);

"Transferee" has the meaning given in Clause 14.1.2;

"Transferor" has the meaning given in Clause 14.1.2;

"Tribunal" has the meaning given in Clause 30.1;

"Trust Deed" means the trust deed of the Community Trust which regulates the creation and administration of such Community Trust;

"US$", "US dollars" or "US cents" means United States dollars or United States cents, the lawful currency of the United States of America;

“US Government Securities Business Day” shall mean any day other than:

"Vedanta Director" means a Director nominated for appointment to the Board by VRHL pursuant to Clause 6.3 and the Articles;

"Vedanta Party” means collectively Vedanta, VRHL, and any other Vedanta Affiliates which hold Ordinary Shares from time to time;

“Vedanta Resources Jersey” means Vedanta Resources Jersey II Ltd, a company incorporated in Jersey (registered number 105124), with its registered office at 47 Esplanade, St. Helier, Jersey JE1 OBD;

"Vedanta’s Cost of Funding” has the meaning given in Clause 16.2;

“Vedanta Shareholder Commitment Agreements” means, collectively, the Capital Expenditures Support Loan Agreement, the Creditor Settlement Support Loan Agreement and the Community Support Loan Agreement;

"Vedanta Shareholder Commitments" means, collectively, the Capital Expenditures Support Commitment, the Community Support Commitment and the Creditor Settlement Support Commitment;

“VRHL Committee Representative” has the meaning given in Clause 6.25.1(b);

“VRHL Non-Controlling Shares” has the meaning given in Clause 14.5.1(b)(i);

"WCF” means the Workers' Compensation Fund Control Board, a statutory body in Zambia;

"WCF Liability Amount” means the KCM Group’s aggregate liability to WCF as at the Effective Date (excluding, for the avoidance of doubt, any penalties accruing on such amounts on or after 20 May 2019 up to (and including) the Effective Date, which amounts GRZ shall procure are written off by WCF in accordance with clause 6.4.1 of the Implementation Agreement);

“Winding-up Petition” has the meaning given in the Implementation Agreement;

"Zambia" means the Republic of Zambia;

"ZCCM-IH Action" means:

“ZCCM-IH Approved Contact Persons” means the person set out in column 1 of the table in Schedule 3 and whose email addresses are set out in column 2 of the said table. It is recorded and agreed that ZCCM-IH will be entitled to amend such list of persons and/or the applicable email addresses from time to time upon at least three (3) Business Days’ written notice to the Company and VRHL;

“ZCCM-IH Committee Representative” has the meaning given in Clause 6.25.1(b);

“ZCCM-IH Director” means a Director nominated for appointment to the Board by ZCCM-IH pursuant to Clause 6.3 and the Articles;

“ZCCM-IH Non-Controlling Equivalent Proportion of Shares” has the meaning given in Clause 14.5.1(b)(ii);

“ZESCO” means ZESCO Limited, a public company incorporated in Zambia (registration number 119690005492), with its registered office at Great East Road, Stand No. 6949, Lusaka, Zambia;

“ZESCO Debt” means all amounts owing as at the Effective Date to ZESCO by the KCM Group; and

“ZESCO Payment” has the meaning given to it in Clause 16.7.2(a).

it being recorded and agreed that for the avoidance of doubt, the provisions of Clause 4.2 shall be without prejudice to any rights that the GRZ may have in terms of Applicable Law (and not, for the avoidance of doubt, under or in terms of the Agreement or any Transaction Documents) against the Company for a failure to comply with Applicable Laws.

As at the Signature Date:

Recommendations provided to the Board by any Standing Committee shall only be made by the affirmative vote of the majority of its members present at the relevant meeting and voting on the relevant resolution(s). Each member shall have one vote on any matter. Voting may also be taken by way of a written resolution. A written resolution shall have been adopted if supported by a majority of the members of the applicable Standing Committee (and if adopted it shall have the same effect as if it had been approved by voting at a meeting).

The company secretary of the Company shall take written minutes of all meetings of the Standing Committees and circulate them to the applicable Standing Committee Representatives as soon as reasonably possible for correctness. The applicable Standing Committee Chairperson shall sign the minutes (once corrected, if applicable) as a correct reflection of the proceedings at the meetings.

(each being a "Shareholder Dispute Matter”).

unless the discontinuation or suspension is as a result of it not being commercially feasible to operate any such mentioned business activity. Where the Company discontinues or suspends any of the abovementioned business activities for a period of more than sixty (60) days, but less than ninety (90) days, the Board will provide each Shareholder with written notification of such discontinuation or suspension, but no such discontinuation or suspension shall require the prior approval of the Majority Shareholder and ZCCM-IH. It is recorded and agreed that in the case of ZCCM-IH, such written notification will be required to be provided to the ZCCM-IH Approved Contact Persons;

and, for the purposes of this Clause 14, the transferee in each case shall be referred to as the "Transferee"; and

such Shareholder Party shall be entitled to notify the Original Transferor accordingly. The Original Transferor (together with each subsequent Transferor which is or has been a Shareholder Party) shall procure that each holder of Shares to which this Clause 14.2.3 applies will (and if a Shareholder Party, such holder shall), within seven (7) Business Days of such notice to the Original Transferor:

If the Original Transferee or any subsequent Transferee fails to transfer the said Shares within such seven (7) Business Day period, then any Director shall be entitled to execute on behalf of the Original Transferee or any subsequent Transferee a transfer of the said Shares back to the Original Transferor or to the immediately preceding subsequent Transferor (so long as the immediately preceding subsequent Transferor is an Affiliate of the Original Transferor).

whichever first occurs; and

provided always that any Dispute arising in connection with this Clause 14.3.8(a) shall be determined by a Sole Expert pursuant to Clause 29; or

shall be void.

and in each case, if applicable, VRHL fails to remedy such breach, if capable of remedy, within ninety (90) days following the due date for payment arising as set out in this Clause 15.1.2, provided that:

and the Vedanta Parties will use (and will procure, to the extent applicable, that any relevant VRHL Affiliate to whom such payment obligation has been delegated uses) their best endeavours to resolve any non-compliance with such payment obligations as a result of any of the factors referred to in Clause 15.1.2(k) as soon as practicable; and

(such Shareholder Party for the purpose of Clause 15 being hereinafter called the "Deemed Transferor") provided always that (i) a default, breach or failure by a Shareholder Party caused by (a) a default, breach or failure by another Shareholder Party in discharging any obligations to it under this Agreement or any of the Transaction Documents or (b) any step or condition to the performance of any obligation under this Agreement or any of the Transaction Documents not being met or fulfilled, will not constitute a default, breach or failure by the relevant Shareholder Party for the purpose of Clause 15.1, and (ii) a default, breach or failure by Vedanta and/or VRHL resulting from any ZCCM-IH Action or any GRZ Action will not constitute a default, breach or failure by Vedanta and/or VRHL for the purpose of Clause 15.1.

The Company shall make all payments to be made by it in relation to the New Vedanta Shareholder Loans without any deduction or withholding for or on account of Tax (a “Tax Deduction”), unless a Tax Deduction is required by Applicable Law. If a Tax Deduction is required by Applicable Law to be made by the Company, the amount of the payment due from the Company shall be increased to an amount which after making any Tax Deduction, leaves an amount equal to the payment which would have been due if no Tax Deduction had been required.

Following the Effective Date, the Parties agree that no further interest shall be calculated, accrued, or be due or payable in respect of the Existing Vedanta Party Secured Payment Obligations and all interest accrued in respect of the Existing Vedanta Party Secured Payment Obligations prior to the Effective Date is capitalised to the principal amount of that loan.

The Company shall establish a community trust (“Community Trust”) for purposes of implementing the Corporate and Social Responsibility Program and the Parties will each use their reasonable endeavours to ensure that the Company shall annually pay an amount equal to at least USD$20,000,000 to the trust to enable it to implement the Corporate and Social Responsibility Program.

Each Shareholder Party and Vedanta represents and warrants to the other Shareholder Parties and the Company, and the Company warrants to each Shareholder Party and Vedanta, that as at the Signature Date:

its constitutional documents or any law, statute, rule or regulation to which it is subject or any agreement, instrument, order, judgment or decree to which it or any of its Affiliates is subject.

Except in connection with a Transfer made pursuant to and in accordance with this Agreement or by agreement between all Parties; none of the Parties may assign all or any of its rights and/or obligations under this Agreement without the prior written consent of the other Parties (such consent not to be unreasonably withheld or delayed).

If any provision of this Agreement is or becomes ineffective for reasons beyond the control of the Parties:

Nothing in this Agreement shall be deemed to constitute a partnership between the Shareholder Parties nor, save as expressly set out herein, constitute any Party the agent of another Party for any purpose.

if a Party required to make or send it has, if practicable, first consulted and taken into account any reasonable requirements of the other Parties.

Except as expressly provided in this Agreement, each of the Parties shall pay its own costs, charges and expenses connected with the preparation and implementation of this Agreement.

The Government of the Republic of Zambia

C/o The Ministry of Finance and National Planning

PO Box 50062

Ridgeway 15101

Chimanga Road

Lusaka

Zambia

Attention: The Secretary to the Treasury

Fax: +260 1253494

Email: felix.nkulukusa@mof.gov.zm

ZCCM Investments Holdings plc

ZCCM-IH Office Park,

Stand No. 16806, Alick Nkhata Road,

Massmedia Complex Area

Lusaka

Zambia

Attention: Company Secretary

Fax: +260 1 220727 / 221057

Email: Charles.Mjumphi@ZCCM-IH.COM.ZM

Vedanta Resources Limited

13^th Floor

One Angel Court

London EC2R 7HJ

England

Attention: Deepak Kumar

Fax: +44 20 7629 7426

Email: dk@vedantaresources.com

Konkola Copper Mines plc

Private Bag KCM (C) 2000

Stand M/1408, Fern Avenue

Chingola

Zambia

Attention: Company Secretary

Fax: +260 2 351357

Email: Maxwell.Mainsa@kcm.co.zm

provided always that a notice or other communication enclosing or otherwise in respect of a board meeting or written resolution relating to any of the matters set out in Clause 11.2 shall be deemed received by the relevant Shareholder only on actual receipt thereof.

Where so provided by under this Agreement, any Dispute shall be referred to a Sole Expert for determination in accordance with the provisions set out in Schedule 1 hereto.

Unless the Agreement has already been repudiated or terminated, the Parties shall continue to observe and perform all the obligations contained in, and may exercise their rights under, this Agreement notwithstanding the reference of any Dispute to the Sole Expert or to arbitration. No Party shall be entitled to exercise any rights or election arising in consequence of any alleged default by another Party arising out of the subject matter of the Dispute until the Dispute has been resolved by the Sole Expert or by arbitration or by agreement of the Parties as the case may be.

The GRZ waives its sovereign immunity with respect to any award, decision or other act of an arbitral tribunal acting pursuant to Clause 30 hereof, as well as from recognition of any such award, decision or act of such tribunal in any other country or jurisdiction. The GRZ also agrees that it will not raise, claim or cause to be pleaded any such immunity at or in respect of any such action or proceeding. For greater certainty, this waiver applies to state immunity from jurisdiction of a court to recognize the arbitral award as creating a debt binding on the GRZ, but does not constitute a waiver of state immunity from execution of that debt against property in which the Republic of Zambia may have a legal interest. The Provisions of the State Proceedings Act Chapter 71 of the Laws of Zambia shall apply to this Clause 32.

This Agreement shall be governed by and construed in accordance with the laws of Zambia which the Parties acknowledge and agree is supplemented, so far as they are relevant, by the rules of international law.

[Signature pages follow]

IN WITNESS WHEREOF the parties hereto have caused this Agreement to be executed by their duly authorized representatives on the day and year first before written

Signed by
on behalf of The Government of the Republic of Zambia
Date: 6-11-23    Place: LUSAKA

Signed by
on behalf of ZCCM Investments Holdings plc
Date: 6/11/23    Place: Lusaka

Signed by
on behalf of Vedanta Resources Limited
Date: 6th Nov 23    Place: Lusaka

Signed by
on behalf of Vedanta Resources Holdings Limited
Date: 6th Nov 23    Place: Lusaka

Signed by
on behalf of Konkola Copper Mines plc
Date: 06-11-2023    Place: LUSAKA

Schedule 1 Sole Expert

then, at the request of either Party, a replacement Sole Expert shall be appointed in accordance with the provisions of paragraphs 2 to 5 and on such appointment being made (as defined in paragraph 6) the appointment of the Sole Expert shall cease unless prior to the date of appointment of the replacement Sole Expert the Sole Expert shall have rendered his determination thereunder in which case such determination shall be binding on the Parties and the proposed appointment of the replacement Sole Expert shall be withdrawn.

Schedule 2 Fair Market Value Price

Where:

Schedule 3 ZCCM -IH’s APPROVED CONTACT PERSONS

Schedule 4 MINIMUM CEO QUALIFICATION SPECIFICATION

Schedule 5 MINIMUM CFO QUALIFICATION SPECIFICATION

Schedule 6 MINIMUM COO QUALIFICATION SPECIFICATION