Appendix 2 of the resolution of the State Great Khural

by Amarsanaa

MAIN PRINCIPLE AND GUIDANCE OF MAKING THE INVESTMENT AGREEMENT ON JOINT EXPLOITATION OF OYU TOLGOI COPPER-GOLD DEPOSIT

1. The agreement must be built in accordance with the effective law and regulations of Mongolia
2. To study the possibility of inserting the provision to allow the Mongolian side to own up to 50%, but starting from 34% and additional take over for the Mongolian side when the initial investment is compensated.
3. To study the alternatives of making the investment agreement based on the product share principle.
4. To agree upon 34% direct ownership of a stock holding company to the Mongolian side and its investment to be replaced with the taxes, payments, fees, dividend and loan types. 5. To effectively implement the payment of mineral resource exploitation, its calculation and distribution in accordance with the mountain-geological condition and reserve size of the deposit, as stated in the provision 47 of the Mineral Law of Mongolia and to receive the certain portion of the payment of the mineral resource exploitation and taxes in advance.
6. To insert the issues of city building and buildings and complexes of infrastructure such as supply of energy, roads, railroad and water those are essential for the deposit, in the agreement.
7. To pursue the principle of producing the final product as much as possible and must agree upon the production phases and product types.
8. To agree upon the national human resource training program and plan according to the laws and regulations.
9. To insert provisions of utilization of up to date environmentally friendly and sound techniques and technologies and implementation of environmental recovery works in every phase of the exploration and exploitation.
10. To consider the conclusion of the working group, which was established by the resolution of Speaker of the State Great Khural, dated December 24 2007, and not to allow or grant discount, waive and freedom beyond the limit of and different than stated in the effective laws and regulations of Mongolia.
11. To agree upon the agreement term according to the provision 29.3 of Mineral Law of Mongolia.
12. To seek advice and consultancy of the internationally recognized and reputable consultancy organizations.