NOTICE OF ANNUAL GENERAL MEETING

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1 Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. NOTICE OF ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN that the annual general meeting ( AGM ) of Jiangxi Copper Company Limited (the Company ) will be held at the Conference Room of the Company at 15 Yejin Avenue, Guixi City, Jiangxi, the People s Republic of China on Wednesday, 11 June 2014 at 10:00 a.m. for the following purposes: BY WAY OF ORDINARY RESOLUTIONS: 1. To consider and approve the report of the board of directors of the Company for the year of To consider and approve the report of the supervisory committee of the Company for the year of To consider and approve the audited financial statements and the auditors report of the Company for the year of To consider and approve the proposal for distribution of profit of the Company for the year of

2 5. To consider and approve the plan of the incentive award fund reserve for senior management of the Company for the year of 2013 and to authorise two directors of the Company to form a subcommittee of the directors of the Company to determine the reward for each senior management in accordance therewith. 6. To appoint Deloitte Touche Tohmatsu Certified Public Accountants LLP (Special General Partnership) and Deloitte Touche Tohmatsu as the Company s domestic auditors and overseas auditors for the year 2014, respectively and to authorise the board of directors of the Company to determine their remunerations and any one executive director of the Company to enter into the service agreement and any other related documents with Deloitte Touche Tohmatsu Certified Public Accountants LLP (Special General Partnership) and Deloitte Touche Tohmatsu. 7. To consider and approve the following resolution as an ordinary resolution: THAT (i) the resignation of Mr. Wu Jianchang as an independent non-executive director of the Company be and is hereby accepted with effect from the date on which this resolution is passed; and (ii) any one executive director of the Company be and is hereby authorised to sign all documents, agreements and to do all such acts and things to give effect to such matters. 8. To consider and approve the following resolution as an ordinary resolution: THAT (i) Mr. Qiu Guanzhou be and is hereby appointed as an independent non-executive director of the Company to hold office from the date on which this resolution is passed until the date of the annual general meeting of the Company for the year ended 31 December 2016; and (ii) any one executive director of the Company be and is hereby authorised to enter into a service contract on behalf of the Company with Mr. Qiu Guanzhou on and subject to such terms and conditions as the board of directors of the Company shall think fit and to do all such acts and things to give effect to such matters. 2

3 BY WAY OF SPECIAL RESOLUTIONS: 9. To consider and approve the following resolution as a special resolutions:- THAT (a) subject to the limitations imposed by (c) and (d) below and in accordance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the Listing Rules ), the Company Law (the Company Law ) of the People s Republic of China (the PRC ), and other applicable rules and regulations of the PRC (in each case as amended from time to time), a general unconditional mandate be and is hereby granted to the board of directors of the Company (the Board of Directors ) to exercise once or more than once during the Relevant Period (as defined below) all the powers of the Company to allot and issue new overseas foreign listed shares of the Company ( H Shares ) on such terms and conditions as the Board of Directors may determine and that, in the exercise of their powers to allot and issue shares, the authority of the Board of Directors shall include (without limitation): (i) the determination of the number of the H Shares to be issued; (ii) the determination of the issue price of the new H Shares; (iii) the determination of the opening and closing dates of the issue of new H Shares; (iv) the determination of the number of new H Shares to be issued to the existing shareholders (if any); (v) the making or granting offers, agreements and options which might require the exercise of such powers; (b) upon the exercise of the powers pursuant to paragraph (a) above, the Board of Directors may during the Relevant Period make and grant offers, agreements and options which might require the H Shares relating to the exercise of the authority thereunder being allotted and issued after the expiry of the Relevant Period; 3

4 (c) the aggregate nominal amount of the H Shares to be allotted or conditionally or unconditionally agreed to be allotted and issued (whether pursuant to the exercise of options or otherwise) by the Board of Directors pursuant to the authority granted under paragraph (a) above (excluding any shares which may be allotted and issued upon the conversion of the capital reserve fund into capital in accordance with the Company Law or the articles of association of the Company) shall not exceed 20% of the aggregate nominal amount of the H Shares in issue as at the date of passing of this Resolution; (d) the Board of Directors in exercising the mandate granted under paragraph (a) above shall (i) comply with the Company Law, other applicable laws and regulations of the PRC, the Listing Rules and the rules of the stock exchanges and regulatory authority of the relevant places where the shares of the Company are listed (in each case, as amended from time to time) and (ii) be subject to the approval of the China Securities Regulatory Commission and relevant authorities of the PRC; (e) for the purposes of this Resolution: Relevant Period means the period from the date of the passing of this Resolution until whichever is the earlier of: (i) twelve months from the date of passing of this Resolution; (ii) the conclusion of the next annual general meeting of the Company; and (iii) the date on which the mandate granted by this Resolution is revoked or varied by a special resolution of the shareholders in general meeting; (f) the Board of Directors shall, subject to the relevant approvals being obtained from the relevant authorities and to the compliance with the Company Law and other applicable laws and regulations of the PRC, increase the Company s registered share capital corresponding to the relevant number of shares allotted and issued upon the exercise of the mandate given pursuant to paragraph (a) of this Resolution; 4

5 (g) subject to the Listing Committee of The Stock Exchange of Hong Kong Limited granting listing of, and permission to deal in, the H shares of the Company s share capital proposed to be issued by the Company and to the approval of the China Securities Regulatory Commission for the issue of H Shares being granted, the Board of Directors be and is hereby authorised to amend, as they may deem appropriate and necessary, the articles of association of the Company to reflect the change in the share capital structure of the Company in the event of an exercise of the authority granted under paragraph (a) to allot and issue new H Shares; (h) authorise any two Directors to sign the necessary documents, complete the necessary procedures and take other necessary steps to complete the allotment and issue and listing of the new H Shares. 10. To approve the amendments to the articles of association of the Company in the following manner: THAT (a) ARTICLE 13 The existing Article 13: The scope of operations of the Company shall be based on the items approved by the company registration authorities. The scope of operations of the Company includes: mining, milling, smelting, further processing and related technical services of non-ferrous metals and rare metals; smelting, mangle processing and further processing of non-ferrous metal mines, rare metals, non-metal mines, non-ferrous metals and related byproducts; sulfur chemical products and its extended products and fine chemical products related to the abovementioned operations; beneficiation pharmacy, rubber products; production and processing of permanent gas; sale and after-sale services for self-produced products together with related consultation services and businesses; design and construction of mining and metallurgical projects; blasting, geotechnical projects, surveying, tunneling projects; geotechnical survey and works; main contractor for construction works; construction, erection and repair 5

6 works; repair and decoration for electrical and mechanical and civil engineering works; casting of wear-resistant alloy products; manufacturing, further processing, erection, repair and sale of mining and smelting specialized equipment; painting, insulation and anticorrosion works; cleansing of industrial equipment; erection, testing and repair of boilers and special containers; passengers and freight transportation (including transportation of dangerous goods); freight transportation agent, warehousing; vehicles repair; provision of import and export agency services (the import and export of the above-mentioned commodities does not involve state trading, import and export quota licence, and commodities which are subject to and regulated under specific regulations such as export quota bidding, export licence.); non-banking financial services; participation in overseas futures hedging business. be amended to: The scope of operations of the Company shall be based on the items approved by the company registration authorities. The scope of operations of the Company includes: mining, milling, smelting, further processing and related technical services of non-ferrous metals and rare metals; smelting, mangle processing and further processing of non-ferrous metal mines, rare metals, non-metal mines, non-ferrous metals and related by-products; sulfur chemical products and its extended products and fine chemical products related to the abovementioned operations; beneficiation pharmacy, rubber products; production and processing of toxic chemicals, corrosives, compressed gases and liquefied gases; sale and after-sale services for self-produced products together with related consultation services and businesses; geotechnical projects, surveying, tunneling projects; repair and decoration for electrical and mechanical and civil engineering works; vehicles and engineering machinery repair, mobile crane repair; production of rubber hoses assemblies-wire reinforced hydraulic type; casting of wear-resistant alloy products; manufacturing, further processing, erection, repair and sale of mining and smelting specialized equipment; painting, insulation and anticorrosion works; cleansing of industrial equipment; freight transportation agent, warehousing (except dangerous goods); participation in overseas futures hedging business; provision of import and export agency services (the import and export of the above-mentioned commodities do not involve commodities which are subject to and regulated under specific regulations such as state trading, import quota licence, export quota bidding and export quota licence, except those commodities which the state has specific requirements.) 6

7 (b) ARTICLE 21 The existing Article 21: Upon approval by approving authority authorized by the State Council, the total ordinary shares issued by the Company is 3,462,729,405 shares, among which 1,282,074,893 domestic shares (A shares) are held by Jiangxi Copper Corporation in the capacity of a state-owned enterprise, representing 37.02% of the Company s total share capital; 793,172,512 shares are held by other holders of domestic shares (A shares), representing 22.91% of the Company s total share capital; 1,387,482,000 shares are held by the holders of overseas foreign listed shares (H shares), representing 40.07% of the Company s total share capital. be amended to: Upon approval by approving authority authorized by the State Council, the total ordinary shares issued by the Company is 3,462,729,405 shares, among which there are 2,075,247,405 domestic shares (A shares), representing 59.93% of the Company s total share capital; there are 1,387,482,000 overseas foreign listed shares (H shares), representing 40.07% of the Company s total share capital. If there is a change in the Company s share capital, the number of shares after such change shall prevail. (c) ARTICLE 164 The existing Article 164: The Company may distribute dividends by the following forms: (1) cash; (2) Shares. 7

8 The Company shall distribute dividend annually and can also distribute interim or special dividend provided provisions of the Articles are complied with. The profit distribution policy of the Company shall be maintained with certain continuity and stability and in accordance with the relevant governing regulations as amended from time to time. Conditional upon the cumulative distributable profits being positive and having sufficient profits and cash to support the normal production and operation of the Company, in each year, the profit distribution by way of cash shall be not less than 10% of the realized distributable profits of that year, and the recent 3 years accumulated distributable profit distributed by way of cash shall be not less than 30% of the realized average distributable profits of those 3 recent years. If the Company generated profits in the then year while the Board did not make any cash profit distribution proposal, the reasons thereof and the application of funds retained by the Company not available for distribution shall be explained in details in its periodic reports and the Independent Directors shall give an independent opinion in such regard. be amended to: The Company may distribute dividends by the following forms: (1) cash (which shall prevail generally); (2) shares. The Company shall distribute dividend annually and can also distribute interim or special dividend provided provisions of the Articles are complied with. The profit distribution policy of the Company shall be maintained with certain continuity and stability and in accordance with the relevant governing regulations as amended from time to time. 8

9 Conditional upon the cumulative distributable profits being positive, having sufficient profits and cash to support the normal production and operation of the Company, the earning per share is more than Renminbi 0.01 and if the cash dividend per share distributed according to 10% the realized profit available for distribution is more than Renminbi 0.01, in each year, the profit distribution by way of cash shall be not less than 10% of the realized distributable profits of that year, and the recent 3 years accumulated distributable profit distributed by way of cash shall be not less than 30% of the realized average distributable profits of those 3 recent years. If the Company generated profits in the then year while the Board did not make any cash profit distribution proposal, the reasons thereof and the application of funds retained by the Company not available for distribution shall be explained in details in its periodic reports and the independent directors shall give an independent opinion in such regard. (d) ARTICLE 165 The existing Article 165: Where the Company makes payment of cash dividends and other amounts to the holders of domestic shares, the payment shall be made in Renminbi. Where the Company makes payment of cash dividends and other amounts to the holders of overseas foreign listed shares, the payment shall be calculated and declared in Renminbi and payable in Hong Kong Dollars. The foreign currencies required by the Company for payment of cash dividends and other sums to holders of overseas foreign listed shares shall be handled according to the relevant provisions on foreign exchange administration of the State. 9

10 be amended to: Upon the passing of the resolution regarding the distribution of profits at the general meeting, the board of directors shall complete the distribution of dividend within two months from the date of convening of the general meeting. Where the Company makes payment of cash dividends and other amounts to the holders of domestic shares, the payment shall be made in Renminbi. Where the Company makes payment of cash dividends and other amounts to the holders of overseas foreign listed shares, the payment shall be calculated and declared in Renminbi and payable in Hong Kong Dollars. The foreign currencies required by the Company for payment of cash dividends and other sums to holders of overseas foreign listed shares shall be handled according to the relevant provisions on foreign exchange administration of the State. 25 April 2014 Guixi, Jiangxi Province, the PRC By Order of the Board of Jiangxi Copper Company Limited Li Baomin Chairman As at the date of this notice, the executive directors of the Company are Mr. Li Baomin, Mr. Long Ziping, Mr. Gao Jianmin, Mr. Liang Qing, Mr. Gan Chengjiu, Mr. Liu Fangyun and Mr. Shi Jialiang; and the independent non-executive directors of the Company are Mr. Wu Jianchang, Mr. Gao Dezhu, Mr. Zhang Weidong and Mr. Deng Hui. Notes: (i) Any shareholder entitled to attend and vote at the meeting mentioned above is entitled to appoint one or more proxies to attend and vote at the meeting on his/her behalf in accordance with the articles of association of the Company. A proxy need not be a shareholder of the Company. (ii) In order to be valid, the proxy form and, if such proxy form is signed by a person under a power of attorney or other authority on behalf of the appointer, a notarially certified copy of that power of attorney or authority shall be deposited at the legal address of the Company (in the case of proxy form of holder of domestic shares) or the Company s H Share Registrars, Hong Kong Registrars Limited, at 17M Floor, Hopewell Centre, 183 Queen s Road East, Wanchai, Hong Kong (in the case of proxy form of holders of H Shares) not less than 24 hours before the time for holding the meeting or 24 hours before the time appointed for taking the poll. 10

11 (iii) Shareholders or their proxies shall produce their identity documents when attending the meeting. (iv) In order to determine the identity of the shareholders entitled to attend and vote at the meeting, the register of members of the Company will be closed from Monday, 12 May 2014 to Wednesday, 11 June 2014 (both days inclusive), during which period no share transfer will be registered. (v) Shareholders whose names appear on the register of members of the Company on Wednesday, 11 June 2014 are entitled to attend and vote at the meeting. (vi) In order to attend and vote at the meeting, holders of H shares whose transfers have not been registered shall deposit the transfer forms together with the relevant share certificates, at the Company s H Share Registrars, Hong Kong Registrars Limited, at Shops , 17th Floor, Hopewell Centre, 183 Queen s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Friday, 9 May (vii) Shareholders who intend to attend the meeting shall complete and lodge the reply slip for attending the meeting at the Company s legal address at 15 Yejin Avenue, Guixi City, Jiangxi, the People s Republic of China on or before 22 May The reply slip may be delivered to the Company by hand, by post or by fax (at fax no.: (86) ). (viii) In order to determine the identity of the shareholders entitled to receive the final dividend of the Company for the year ended 31 December 2013, the register of members of the Company will be closed from Wednesday, 18 June 2014 to Monday, 23 June 2014 (both days inclusive), during which period no share transfer will be registered. (ix) The final dividend for the year ended 31 December 2013 will be payable to the shareholders whose names appear on the register of members on Monday, 23 June (x) In order to qualify for the final dividend mentioned above, holders of H shares whose transfers have not been registered shall deposit the transfer forms together with the relevant share certificates, at the Company s H Share Registrars, Hong Kong Registrars Limited, at Shops , 17th Floor, Hopewell Centre, 183 Queen s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Tuesday, 17 June (xi) The AGM is not expected to take more than half a day. Shareholders or their proxies attending the AGM shall be responsible for their own travel and accommodation expenses. (xii) Concerning item 8 of this notice, the biographical details of the candidate proposed to be appointed as independent non-executive director of the Company are set out in the Letter from the Board of the circular in connection with the proposed change of independent non-executive director despatched to the shareholders on 25 April