·    The grant of a life of mine royalty (the "Royalty") to ZCCM-IH in respect of 3.1 per cent of the gross value of Royalty products to be extracted from the KMP mine pursuant to a Royalty Agreement to be executed on the Transaction closing date.

·    Post transaction, the economic value of ZCCM-IH's 20% equity stake in KMP will be realised through the VAT refunds. 

·    The varied rights attached to the ZCCM-IH Class A shares in KMP will be amended and prescribed in the amended KMP Articles of Association ("New KMP Articles") to be adopted at Closing.

·      ZCCM-IH   Class A shares will entitle the Company to nominate 2 Directors to the KMP Board each with voting rights. 

·      At closing ZCCM-IH will de-recognise its equity stake in KMP as an investment in associate and recognise the acquired Royalty as a financial asset.

Closing or completion of the Transaction is subject to the fulfilment or waiver of all the following conditions precedent in accordance with the Framework Agreement:

·    ZCCM-IH Shareholders approval.

·    Approval of the Transaction by the Competition and Consumer Protection Commission.

·      Letter of No Objection from the Securities and Exchange Commission of Zambia concerning the New KMP Articles.

·    Withdrawal of the criminal complaint against KMP directors and confirmation of such withdrawal

·    Zambia Revenue Authority confirmation of the parties' tax position on the Transaction.

·    Pursuant to the KMP shareholder resolution, KMP will make a dividend declaration of United States Dollars Nine Hundred Seventy-Five Million (US$975,000,000) payable in proportion to the shareholding structure (ZCCM-IH:20% and Kansanshi Holdings Ltd 80%) to be paid no later than the date falling seven (7) days following the date of execution of the framework agreement as stated below:

ü United States Dollars One Hundred and Ninety-Five Million (US$195,000,000) to ZCCM-IH and United States Dollars Seven Hundred and Eighty Million (US$780,000,000) to Kansanshi Holdings Limited ("KHL").

·    At Closing, the change of KHL's Class A shares to Class C shares and the variation of ZCCM-IH's rights (inter alia, to reflect that ZCCM-IH's dividend right is converted into the Royalty rights as further described below) pursuant to the New KMP Articles and the Termination Agreement between KHL, KMP and ZCCM-IH relating to the termination of rights and obligations under the KMP Shareholders Agreement.

·    At Closing, a Royalty consideration of Six Hundred and Eighty-Five Million Dollars (US$ 685,000,000) representing ZCCM-IH's dividend declared on Class A shares by KMP, will be settled by issuance of a Loan Note by KMP to ZCCM-IH. The Royalty Agreement will be executed and delivered by using the Loan Note as Royalty consideration.

·    At Closing, ZCCM-IH will have the right to receive quarterly Royalty payments of 3.1% of the Gross Value of Royalty Products (Copper, Gold, and all other metal products) sold or otherwise extracted at KMP, throughout the life-of-mine, pursuant to the Royalty Agreement.

·    In accordance with the VAT Agreement between KMP and ZCCM-IH, KMP has agreed to pay to ZCCM-IH 20% of the aggregated amount of the Value-Added Tax refunds as of 30 June 2022 less 20% of any VAT claim costs incurred, as and when received by KMP from ZRA post the closing of the Transaction. The aggregated amount of the VAT refund is:  

ü US$ 442 million and

ü ZMW 433 million  

The Closing Date, as defined in the Framework Agreement.