FREEPORT-MCMORAN INC., a corporation established under the laws of Delaware, United States of America, with its principal place of business at 333 North Central Avenue, Phoenix, Arizona (FCX);

INTERNATIONAL SUPPORT LLC, a limited liability company established under the laws of Delaware, United States of America, with its principal place of business at 333 North Central Avenue, Phoenix, Arizona (ISLLC and, together with FCX, the PTII Sellers, and each a PTII Seller);

PT FREEPORT INDONESIA, a limited liability company established under the laws of the Republic of Indonesia whose registered office is at Plaza 89 Lt. 5, Jl. H.R. Rasuna Said Kav. X-7 No. 6, Jakarta 12940, Indonesia (PTFI);

PT INDOCOPPER INVESTAMA, a limited liability company established under the laws of the Republic of Indonesia with its domicile at Plaza 89 Lt. 5, Jl. H.R. Rasuna Said Kav. X-7 No. 6, Jakarta 12940, Indonesia (PTII); and

PT INDONESIA ASAHAN ALUMINIUM (PERSERO), a limited liability company established under the laws of the Republic of Indonesia whose registered office is at The Energy Building, 19^th Floor, SCBD—Lot 11A, Jl. Jend. Sudirman Kav 52-53, Jakarta 12190, Republic of Indonesia (Inalum),

The Parties have worked in cooperation to seek to document the rights and obligations of each other regarding the divestment of a majority shareholding in PTFI to Indonesian citizens, an Indonesian legal entity Controlled by Indonesian citizens, or the Government of Indonesia.

In order to achieve the divestment described at Recital (A) and subject to the satisfaction or, to the extent permitted, waiver of relevant Conditions Precedent in accordance with the terms of this Agreement, the following transactions will take place:

the PTII Sellers, which are the owners of the shares in PTII as set out against their respective names in Schedule 1, being the entire issued share capital of PTII (together, the PTII Shares) and which have the right, power and authority to sell those PTII Shares, will transfer the PTII Shares to Inalum in accordance with and subject to the terms of this Agreement, the PTII Deed of Acquisition of Shares and the PTII Deed of Transfer of Shares (as applicable) (the PTII Share Transfer);

PTFI, Inalum and PTII will enter into an agreement under which:

PTFI will issue to Inalum, and Inalum will subscribe for, ordinary shares in PTFI representing in aggregate 20.6% of the outstanding ordinary shares in PTFI immediately following the Closing (the PTFI Shares (Inalum)); and

PTFI will issue to PTII, and PTII will subscribe for, ordinary shares in PTFI representing in aggregate 19.4% of the outstanding ordinary shares in PTFI immediately following the Closing (the PTFI Shares (PTII)),

the PTRTI Sellers will transfer the entire issued share capital of PTRTI (the PTRTI Shares) to PTFI in accordance with and subject to the terms of the PTRTI Buyout Agreement (the PTRTI Buyout);

PTFI and PTRTI will enter into a deed to merge with effect on and from or as soon as possible after Closing in a form to be agreed by the parties thereto (the Merger Deed); and

Inalum, PTII, FCX (or one of its Affiliates) and PTFI will enter into a shareholders agreement with effect on and from Closing substantially in the form set out at Schedule 14, which will include provisions relating to the replacement of the economics under the Participation Agreement on equivalent terms in a mutually agreeable manner (the Shareholders Agreement),

The Parties enter into this Agreement to record the terms and conditions on which the Divestment Transaction will take place.

Divestment Transaction

In addition to this Agreement, the relevant Parties will enter into the following documents on or around the date of this Agreement to effect the Divestment Transaction:

Inalum will enter into the PTRTI Buyout Agreement to effect the PTRTI Buyout with the PTRTI Sellers;

PTFI, Inalum and PTII will enter into the PTFI Subscription Agreement to effect the PTFI Subscription; and

PTFI will enter into the Merger Deed with PTRTI.

The Divestment Transaction is valued at US$3,850,000,000.00, which FCX and the PTRTI Sellers have agreed such amount is apportioned as follows:

US$350,000,000.00 in respect of the PTII Share Transfer; and

US$3,500,000,000.00 in respect of the PTRTI Buyout.

PTFI Subscription

Inalum agrees to subscribe for the PTFI Shares (Inalum) and PTII agrees to subscribe for the PTFI Shares (PTII), each in accordance with and subject to the terms of the PTFI Subscription Agreement.

FCX hereby waives its right of pre-emption arising under the Constitutional Documents of PTFI in respect of the PTFI Subscription.

PTII Share Transfer

Each PTII Seller shall sell the PTII Shares held by it, and Inalum shall purchase such PTII Shares, free from Third Party Rights with effect from Closing and with all rights attaching to them including the right to receive all distributions and dividends declared, paid or made in respect of the PTII Shares after Closing, subject to the terms of the Shareholders Agreement.

The sale and purchase of the PTII Shares shall be on and subject to the terms set out in this Agreement.

Until the Closing Time, the title to, property in and risk of the PTII Shares remain solely with the respective PTII Sellers.

Subject to Closing, with effect on and from the Closing Time, the title to, property in and risk of the PTII Shares (including all rights which were attached to or had accrued on the PTII Shares at the Closing Time, including the right to receive all distributions and dividends declared, paid or made in respect of the PTII Shares after Closing) pass to Inalum, subject to the terms of the Shareholders Agreement.

Each PTII Seller hereby waives its right of first offer arising under the Constitutional Documents of PTII in respect of the sale of the relevant PTII Shares by the other PTII Seller as contemplated in this Agreement.

PTII Price

The aggregate consideration payable in respect of the sale and purchase of the PTII Shares shall be an amount of US$350,000,000.00 (the PTII Price). The PTII Price shall be paid by Inalum in full in cash at Closing in accordance with Clause 24. The PTII Price shall be allocated among the PTII Sellers in the proportion set out against their names in Schedule 1.

Any payment made following the Closing in satisfaction of any Claim arising under or in connection with this Agreement shall so far as possible be deemed to be an adjustment of the PTII Price to the extent of such payment.

The PTII Sellers and Inalum agree to use the PTII Price (adjusted pursuant to Clause 4.2, if applicable) for all Tax reporting purposes relating to the PTII Share Transfer to the extent legally permissible.

Period Prior to Closing

From the date of this Agreement to (but excluding) the Closing Date, except (i) as disclosed in writing by the PTII Sellers or PTFI (as applicable) and agreed to in writing by Inalum, (ii) as otherwise provided in this Agreement or, (iii) as required by Law:

the PTII Sellers must ensure that, until Closing, PTII carries on the Business of PTII in the ordinary and usual course; and

the PTII Sellers and PTII must ensure that, until Closing, PTFI carries on the Business of PTFI in the ordinary and usual course.

From the date of this Agreement to (but excluding) the Closing Date, except (i) as disclosed in writing by the PTII Sellers or PTFI (as applicable) and agreed to in writing by Inalum, (ii) as otherwise provided in this Agreement or, (iii) as required by Law:

the PTII Sellers and PTII agree to procure that PTFI will not agree to any amendment or termination of the Participation Agreement; and

the PTII Sellers and PTII agree to procure that PTFI, and PTII will ensure that it:

(corporate actions) will not:

split, combine or reclassify any shares of its capital stock or redeem, repurchase or otherwise acquire or offer to redeem, repurchase, or otherwise acquire any of its securities;

issue, deliver or sell, or authorize the issuance, delivery or sale of, any of its equity securities; or

except as contemplated by this Agreement, amend its Constitutional Documents;

(Affiliate transactions) will not enter into or agree to enter into any arrangements which result in, or will result in, PTII or PTFI (as applicable) incurring any liability to an Affiliate or which involve the provision of a financial benefit by PTII or PTFI (as applicable) to an Affiliate, other than arrangements that will be terminated at or prior to the Closing;

(accounting practices) will not make any change in its accounting policies, principles or practices, except as required by Law or applicable accounting standards;

(notify Claims, etc.) will promptly notify Inalum of any Claim brought, asserted or commenced against it, its officers, commissioners or directors, relating to the Divestment Transaction (as applicable);

(restructure of PT Puncakjaya Power) will not acquire or agree to acquire the assets or shares of PT Puncakjaya Power; and

(other) will not:

modify its purpose or duration, including by way of merger or division;

sell all or substantially all of its assets and liabilities;

propose to be dissolved or subject to receivership or administration;

grant of a security interest over more than 50% of its assets;

change its residency for tax purposes;

incur any indebtedness for borrowed money which is not on arm’s length terms, other than drawdowns under PTFI’s existing credit facility; or

undertake any acquisitions or disposals (in each case, whether of stock or assets, whether affected by purchase, sale, merger or otherwise):

in excess of US$100 million; or

that is not on arms’ length terms.

From the date of this Agreement until the Closing Date, the PTII Sellers will:

give Inalum and its Representatives reasonable access to the offices, properties, books and records of PTII;

furnish to Inalum and its Representatives such financial and operating data and other information relating to PTII as may be reasonably requested; and

instruct the Representatives of PTII to cooperate with Inalum in its investigation of PTII.

Any investigation pursuant to Clause 5.3 shall be conducted in such manner as not to interfere unreasonably with the conduct of the Business of PTII. Notwithstanding the foregoing, neither Inalum nor any of its Representatives shall have access to personnel records of PTII relating to individual performance or evaluation records, medical histories or other information which in PTII’s good faith opinion is sensitive or the disclosure of which could subject PTII to risk of liability.

From the date of this Agreement until the Closing Date, PTFI will:

give the PTFI Subscribers and their Representatives reasonable access to the offices, properties, books and records of PTFI;

furnish to the PTFI Subscribers and their Representatives such financial and operating data and other information relating to PTFI as may be reasonably requested;

provide Inalum and their Representatives with full access to all of PTFI’s material corporate policies and related information in order to conduct due diligence on such policies and at the request of Inalum meet to discuss PTFI’s material corporate policies in light of the objectives of the Company and the Shareholders Agreement; and

instruct the Representatives of PTFI to cooperate with the PTFI Subscribers in their investigation of PTFI.

Any investigation pursuant to Clause 5.5 shall be conducted in such manner as not to interfere unreasonably with the conduct of the Business of PTFI. Notwithstanding the foregoing, neither PTFI Subscriber nor any of its Representatives shall have access to personnel records of PTFI relating to individual performance or evaluation records, medical histories or other information which in PTFI’s good faith opinion is sensitive or the disclosure of which could subject PTFI to risk of liability.

Conditions Precedent

The obligations of the Parties to Close are subject to the satisfaction or waiver of each of the conditions set forth in Schedule 3 (the Conditions Precedent).

Each Party must:

use reasonable endeavours to procure the satisfaction of the Conditions Precedent as soon as practicable and in any event by the End Date; and

promptly give each other Party all information reasonably requested by that Party in connection with any application required to satisfy a Condition Precedent.

If Closing has not occurred as a result of the Conditions Precedent set forth in Clause 1.14 of Schedule 3 having not been satisfied or waived by the End Date (but all other Conditions Precedent have been satisfied as of such time (other than those Condition Precedent that by their nature are to be satisfied at the Closing, but subject to such Conditions Precedent being capable of being satisfied)), any Party may elect by notice to the other Parties for the End Date to be extended by no more than six months.

If the Conditions Precedent are not satisfied or waived on or before the End Date, then any Party may, at any time after the End Date, terminate this Agreement by giving written notice to the other Parties; provided that the right to terminate this Agreement pursuant to this Clause 6.4 shall not be available to any Party whose breach of this Agreement shall have been the cause of the failure of the Closing to occur prior to such date.

If all of the Conditions Precedent have been satisfied or waived and a Party does not Close on the Closing Date, other than as a result of default by any other Party, any non-defaulting Party may give the defaulting Party notice requiring it to Close within five Business Days of receipt of the notice.

If the defaulting Party does not Close within the period specified in Clause 6.5, the relevant non-defaulting Party may choose either to proceed for specific performance or terminate this Agreement and the Transaction Documents promptly by notice to the other Parties. In either case, the relevant non-defaulting Party may seek damages for the default.

Closing

Subject to the provisions of this Agreement, Closing shall take place at 9:00 am (Jakarta time) on the Closing Date, or on such other date and at such place as the Parties may agree in writing, when each of the Parties shall deliver or perform (or ensure that there is delivered or performed) all those documents, items and actions respectively listed in relation to the relevant Party or any of its Affiliates in Schedule 2.

The obligations of the Parties with respect to Closing and the parties to the PTRTI Buyout Agreement with respect to closing under the PTRTI Buyout Agreement are interdependent and as such, Closing will not have occurred under this Agreement until all actions required to be performed under this Agreement with respect to Closing and the PTRTI Buyout Agreement with respect to closing under the PTRTI Buyout Agreement have been performed.

Unless otherwise stated, all actions required to be performed by a Party at Closing are to have occurred contemporaneously at the Closing Time.

Post-Closing Actions and Announcements

Termination

This Agreement shall terminate prior to the Closing and be of no further force or effect:

in accordance with Clause 6.4 or 6.6; or

upon written notice of any Party if consummation of the Divestment Transaction would violate any nonappealable final, order, decree or judgment of any Governmental Authority having competent jurisdiction.

If this Agreement is terminated in accordance with Clause 9.1, then all rights and obligations under this Agreement, other than rights and obligations in Clauses 32 to 47 (inclusive) and Schedule 15, terminate on the date of termination without liability of any Party; provided that if such termination results from a willful breach of this Agreement by any Party, then such Party shall be fully liable for any and all damages incurred or suffered by any other Party as a result of such willful breach.

The Parties waive the provisions and requirements of Article 1266 of the Indonesian Civil Code to the extent that a court decision is required to terminate this Agreement.

PTII Sellers’ Warranties

Each PTII Seller represents and warrants to Inalum that each of the statements in Schedule 4:

is true, complete and accurate as at the date of this Agreement; and

will be true, complete and accurate as at the date on which Closing occurs.

The PTII Sellers’ Warranties are given subject to the limitations set out in Schedule 5.

None of the limitations in Schedule 5 shall apply to any Claim which arises as a consequence of fraud or fraudulent misrepresentation by any director, officer or employee or agent of any member of the PTII Sellers’ Group.

Each of the PTII Sellers’ Warranties shall be construed separately and independently.

The PTII Sellers’ Warranties shall not in any respect be extinguished or affected by Closing, but shall be extinguished as of the third anniversary of the Closing.

The PTII Sellers acknowledge and agree that Inalum has executed this Agreement and agreed to take part in the Divestment Transaction in reliance on the PTII Sellers’ Warranties and that those PTII Sellers’ Warranties may form the basis for any Claim by Inalum or any other member of the Inalum Group.

Inalum acknowledges and agrees that no statement, promise or forecast made by or on behalf of either PTII Seller or any other member of the PTII Sellers’ Group, PTII or any other person or entity may form the basis of any Claim by Inalum or any other member of the Inalum Group, and Inalum, on behalf of itself and the other members of the Inalum Group, acknowledges that neither Inalum nor any other member of the Inalum Group relied on any representations and warranties, other than those set forth in Schedule 4 or Schedule 7. In particular, neither PTII Seller makes any representation or warranty as to the accuracy of any forecasts, estimates, models, projections, statements of intent or opinion provided to Inalum or its Representatives on or before the date of this Agreement (including any Disclosure Materials).

Except in the case of, and as against, any individual or entity who has acted fraudulently, Inalum agrees and undertakes with each PTII Seller that neither it nor any other member of the Inalum Group has (solely in respect of the Divestment Transaction) any rights against, and will waive and shall not make any claim against, any employee, director, commissioner, officer, adviser or agent of (a) PTII, or (b) the PTII Sellers or any other member of the PTII Sellers’ Group on whom Inalum may have relied before agreeing to any term of or entering into this Agreement.

If Inalum makes a Claim following the Closing in respect of the PTII Sellers’ Warranties, the PTII Sellers each must not make a Claim for contribution or indemnity from PTII or from any officer, employee, agent or adviser of PTII (other than to the extent relating to any officer’s, employee’s, agent’s or advisor’s actions prior to the Closing).

PTII Sellers’ Liability

Subject to Clause 11.3 and Closing occurring, the PTII Sellers covenant (which covenant is to survive Closing) that they are the sole parties liable for and must indemnify and hold harmless Inalum and PTII from, against and in respect of any Loss arising as a result of any liability of PTII attributable to the period prior to Closing.

Subject to Clauses 11.3 and 11.4 and Closing occurring, the PTII Sellers covenant (which covenant is to survive Closing) that they are solely liable for and must indemnify and hold harmless Inalum and PTII from, against and in respect of any Loss arising as a result of Taxation disputes between PTFI, on the one hand, and Governmental Authorities and Tax Authorities, on the other hand, disclosed to Inalum in the Statement Letter of the Tax Court of Jakarta No. KET – 020/SP/Ket.Sengketa/2018 (collectively, the “Current Tax Disputes”); provided that any receipts by the PTFI or any PTFI Subsidiary with respect to the Current Tax Disputes shall be netted against any such Losses. Any payments required under this Clause 11.2 shall be made on the earlier of (i) the final resolution of all Current Tax Disputes and (ii) the seventh anniversary of Closing.

The covenants and indemnities set forth in Clauses 11.1 and 11.2 shall expire on the seventh anniversary of the Closing. The aggregate amount of the liability of the PTII Sellers for Claims under Clauses 11.1 and 11.2 (together with any amounts payable in respect of PTII Sellers’ Warranties) shall not exceed $350,000,000.00.

The PTII Sellers’ liability in relation to a Claim of Losses suffered in respect of PTFI is limited to an amount calculated by multiplying the amount of such Loss of PTFI by (i) if the relevant Loss is finally incurred by PTFI prior to the end of the Initial Period (as defined in the Shareholders Agreement), 9.36% and (ii) if the relevant Loss is finally incurred by PTFI following the end of the Initial Period (as defined in the Shareholders Agreement), 5.616%.

Inalum Warranties

is true, complete and accurate as at the date of this Agreement; and

will be true, complete and accurate as at the date on which Closing occurs.

Inalum Liability

Subject to Closing occurring, Inalum covenants (which covenant is to survive Closing) that it is the sole party liable for and must indemnify and hold harmless PTFI from, against and in respect of any Loss arising as a result of any liability of PTRTI attributable to the period prior to Closing, other than any Loss arising as a result of any liabilities under or in connection with the Participation Agreement, including whether relating directly or indirectly to, or in connection with the Contract of Work, the Contract Area and/or PTRTI’s Participating Interest (as defined in the Participation Agreement) in operations under the Contract of Work.

Inalum shall not be liable for any Claim under Clause 13.1 to the extent that it would not have arisen but for, or has been increased or not reduced as a result of, any act, omission or transaction carried out by PTFI following the Closing.

PTII Warranties

is true, complete and accurate as at the date of this Agreement; and

will be true, complete and accurate as at the date on which Closing occurs.

Third Party Claims (PTII Share Transfer)

If Inalum becomes aware of any Claim or potential Claim, or of any other matter or circumstance that might result in a Claim, by a third party that might result in a Claim being made by Inalum (a Third Party Claim):

Inalum shall promptly give notice of the Third Party Claim to the PTII Sellers and ensure that the PTII Sellers are given all reasonable information and facilities to investigate it;

if Inalum makes a Claim under this Agreement in respect of Loss arising out of a Third Party Claim, the PTII Sellers may (and Inalum must ensure that each member of the Inalum Group allows the PTII Sellers to) by written notice to Inalum take over, conduct, negotiate, defend or settle the Third Party Claim at their own expense provided the PTII Sellers acknowledge in writing that, based on the information then known by the PTII Sellers (and assuming the allegations made in the Third Party Claim are true), the Third Party Claim is one for which the PTII Sellers are fully liable under this Agreement, subject to the limitations and exclusions set out in this Agreement; and

where the PTII Sellers take over the conduct of a Third Party Claim, Inalum shall:

not (and ensure that no member of the Inalum Group shall) admit liability or make any agreement or compromise in relation to the Third Party Claim without the prior written approval of the PTII Sellers; and

ensure that it and each member of the Inalum Group shall:

take such action as the PTII Sellers may reasonably request to avoid, resist, dispute, appeal, compromise or defend the Third Party Claim; and

provide such information and assistance as the PTII Sellers may reasonably require in connection with the preparation for and conduct of any proceedings and/or negotiations relating to the Third Party Claim,

The PTII Sellers must diligently pursue any Third Party Claim they take over (or either of them takes over) under Clause 15.1 and must:

upon Inalum’s reasonable request, inform Inalum of the progress of the Third Party Claim;

allow Inalum to:

have reasonable access to notices, correspondence and other documents relating to the Third Party Claim; and

participate (at its own cost) in the conduct of the Third Party Claim, provided that Inalum does not seek to instruct or direct the conduct of the Third Party Claim; and

obtain the prior consent of Inalum before offering or accepting any settlement of the Third Party Claim which involves a non-monetary undertaking or specific performance commitment by or on behalf of PTII or any member of the Inalum Group.

Despite anything to the contrary in this Clause 15, Inalum will have the right to control, and the PTII Sellers are not entitled to take over, any Third Party Claim that seeks only a non-monetary undertaking or specific performance by or on behalf of the Business of PTII or Inalum. To avoid doubt, any Loss arising as a result of such undertaking or performance will be recoverable by Inalum from the PTII Sellers, subject to the terms of this Agreement.

Protection of PTII officers

Insurance (PTII Share Transfer)

Further Assurances

Each of the Parties covenants and agrees to cooperate and use commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things (including signing and delivering any documents) as may be required by Law or be reasonably necessary, proper or advisable to consummate the transactions contemplated by this Agreement. In furtherance and not in limitation of the foregoing, the Parties shall cooperate with one another:

in determining whether any action by or in respect of, or filing with, any Governmental Authority is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any material contracts, in connection with the consummation of the transactions contemplated by this Agreement; and

in taking such actions or making any such filings, furnishing information required in connection therewith and seeking to timely obtain any such actions, consents, approvals or waivers.

Without limiting the generality of the foregoing, the Parties shall make all filings with respect to the matters set forth in Clause 1.14 of Schedule 3 as promptly as practicable following the date hereof. Inalum, on the one hand, and the PTII Sellers, on the other hand, shall each bear 50% of all filing fees in respect of the matters set forth in Clause 1.14 of Schedule 3.

Each Party shall promptly notify the other Parties of:

any notice or other communication received by such Party alleging that a consent or approval is or may be required in connection with the transactions contemplated by this Agreement;

any notice or other communication received by such Party from any Governmental Authority in connection with the transactions contemplated by this Agreement; or

any actions, suits, claims, investigations or proceedings threatened or commenced relating to the transactions contemplated by this Agreement.

Pre-Closing Dividends

Information, Records and Assistance Post-Closing (PTII Shares)

For seven years following the date of this Agreement, each member of the Inalum Group shall provide the PTII Sellers (at the PTII Sellers’ cost) with reasonable access at reasonable times to (and the right to take copies of) records held by PTII or a member of the Inalum Group after Closing to the extent that they relate to PTII or the Business of PTII and to the period up to Closing, and to employees, directors and commissioners of PTII, but only to the extent necessary for financial reporting, accounting or Tax purposes (the PTII Records) (and the Parties agree and acknowledge that these obligations are subject to the provisions of Clause 32), provided that Inalum (and any member of the Inalum Group) may deny or refuse the PTII Sellers and their officers, employees and agents access as contemplated in this Clause 20.1 if the access required by the PTII Sellers would, based on the written advice of outside counsel, give rise to a waiver of any legal professional privilege.

For seven years following the date of this Agreement, no member of the Inalum Group shall dispose of, or destroy any of, the PTII Records without first giving the PTII Sellers at least two months’ notice of its intention to do so and giving the PTII Sellers a reasonable opportunity to remove and retain any of them (at the expense of the PTII Sellers).

Following Closing:

notwithstanding the obligations of Clause 15, each member of the Inalum Group shall (at the PTII Sellers’ expense) give such assistance to any member of the PTII Sellers’ Group as the PTII Sellers may reasonably request in relation to any third party proceedings by or against any member of the PTII Sellers’ Group so far as they directly relate to PTII or the Business of PTII, including proceedings relating to employees’ claims or Taxation;

each PTII Seller shall promptly give to Inalum all written notices, correspondence, information or enquiries received by it or any member of the PTII Sellers’ Group in relation to PTII; and

Inalum shall promptly give to the PTII Sellers all written notices, correspondence, information or enquiries received by any member of the Inalum Group in relation to any business of the PTII Sellers’ Group that is not related to the Business of PTII.

PTRTI Buyout Agreement

Inalum represents and warrants to the PTII Sellers that Inalum has provided the PTII Sellers with a true and complete copy of an advanced draft of the agreement pursuant to which Inalum has agreed to acquire PTRTI that is proposed to be duly executed by the parties thereto (the PTRTI Buyout Agreement).

Inalum covenants and agrees that Inalum will not, without the PTII Sellers’ prior written consent, permit any amendment or modification to, or any waiver of any provision or remedy under, the form of the PTRTI Buyout Agreement provided to the PTII Sellers’ on the date of this Agreement if such amendment, modification or waiver (i) could reasonably be expected to (A) impede or delay or adversely affect the ability or likelihood of Inalum consummating the transactions contemplated by this Agreement or the PTRTI Buyout Agreement or (B) make the satisfaction of the conditions precedent under this Agreement or the PTRTI Buyout Agreement less likely to occur in the timeframes contemplated, (ii) (iii) could reasonably be expected to result in a material increase in liabilities of PTRTI following the consummation of the transactions contemplated by the PTRTI Buyout Agreement.

Change of Name and Information, Records and Assistance Post-Closing (PTRTI Buyout)

If PTFI acquires the PTRTI Shares, PTFI shall procure that as soon as reasonably practicable after Closing and in any event within 30 days after Closing:

if the name of PTRTI includes the words “Rio Tinto”, such name is changed to a name which does not include the words “Rio Tinto” or any name which, in the reasonable opinion of Inalum, is substantially the same or confusingly similar;

PTRTI shall use reasonable endeavours to ensure that it ceases to use or display any trade or service name or mark, business name, logo or domain name used or held by any member of the PTRTI Sellers’ Group or any mark, name or logo which, in the reasonable opinion of Inalum, is substantially the same or confusingly similar to any of them, before the date that is three months after Closing; and

PTRTI shall not hold itself out as being part of, or otherwise connected or associated with, the PTRTI Sellers’ Group.

For seven years following the date of this Agreement, PTFI shall provide the PTRTI Sellers (at Inalum’s expense) with reasonable access at reasonable times to (and the right to take copies of) original records provided by the PTRTI Sellers relating to PTRTI held by it after Closing to the extent that they directly relate to PTRTI or the Business of PTRTI and to the period up to Closing, and to employees, directors and commissioners of PTRTI, but only to the extent necessary for financial reporting, accounting or Tax purposes (the PTRTI Records) (and PTFI and Inalum agree and acknowledge that these obligations are subject to the provisions of Clause 32, provided that PTFI may deny or refuse the PTRTI Sellers and their officers, employees and agents access as contemplated in this Clause 22.2 if, in the opinion of PTFI, the access required by the PTRTI Sellers is reasonably likely to give rise to a waiver of any legal professional privilege or accountant’s concession).

Following Closing:

PTFI shall (at Inalum’s expense) give such assistance to any member of the PTRTI Sellers’ Group as the PTRTI Sellers may reasonably request in relation to any third party proceedings by or against any member of the PTRTI Sellers’ Group so far as they directly relate to PTRTI or the Business of PTRTI, including proceedings relating to employees’ claims or Taxation;

Inalum shall promptly give to PTFI all written notices, correspondence, information or enquiries received by it or any member of the Inalum Group from the PTRTI Sellers or any member of the PTRTI Seller’s Group in relation to PTRTI; and

if PTFI acquires the PTRTI Shares, PTFI shall (at Inalum’s expense) cooperate and provide assistance to Inalum, and take all actions and do, or cause to be done, all things (including executing and delivering, or procuring the execution and delivery of, any documents) in respect of the PTRTI Buyout.

Anti-Bribery and Anti-Tax Evasion

In performing its obligations under, carrying out the transactions contemplated by, and obtaining any Government Approval required in connection with this Agreement:

each of the PTII Sellers, PTFI and PTII represents, warrants and undertakes that neither it nor any of its Affiliates nor any of their respective Associated Persons has; and

Inalum represents, warrants and undertakes that neither it nor any of its Affiliates nor any of their respective Associated Persons has,

Notwithstanding any other provision of this Agreement, no Party shall be obliged to take any action or omit to take any action under this Agreement that it believes, in good faith, would cause it to be in violation of any Anti-Bribery Law or Anti-Tax Evasion Law.

Payments

Any payment to be made pursuant to this Agreement by Inalum (or any member of the Inalum Group) to any member of the PTII Sellers’ Group shall be made to the PTII Sellers’ Bank Account.

Any payment to be made pursuant to this Agreement by the PTII Sellers (or any member of the PTII Sellers’ Group) to any member of the Inalum Group shall be made to Inalum’s Bank Account.

Payments under Clauses 24.1 and 24.2 shall be in immediately available funds by electronic transfer on the due date for payment. Receipt of the amount due in cleared funds shall be an effective discharge of the relevant payment obligation.

If any sum due for payment in accordance with this Agreement is not paid on the due date for payment, the person in default shall pay Default Interest on that sum from but excluding the due date to and including the date of actual payment calculated on a daily basis.

Gross-up

All sums payable under this Agreement or for breach of any warranties in this Agreement shall be paid free and clear of all deductions or withholdings whatsoever, save only as provided in this Agreement or as required by Law.

If any deduction or withholding is required by Law from any payment under this Agreement or for breach of any warranties in this Agreement (including, for the avoidance of doubt, on account of any Indonesian Withholding Tax) then:

the payer shall make the required deduction or withholding and pay such amount to the relevant Tax Authority by the latest date on which the amount can be paid to the relevant Tax Authority without incurring interest and/or penalties; and

the payer shall pay the payee such additional amount as will, after such deduction or withholding has been made, together with any further deduction or withholding made in respect of any gross-up amount, leave the payee with the same amount as it would have been entitled to receive in the absence of any such requirement to make a deduction or withholding.

If any amount payable under this Agreement or for breach of any warranties in this Agreement (except for the Price due under Clause 4.1) is required by Law to be brought into charge to Tax then the payer shall pay such additional amount as shall be required to ensure that the total amount paid, less the Tax chargeable on such amount, is equal to the amount that would otherwise be payable.

If the PTII Sellers qualify for a reduced Indonesian Withholding Tax rate pursuant to the relevant tax treaty and Indonesian tax regulations, then PTII Sellers must: (i) provide Inalum with the relevant documents that must be provided to the Tax Authority; and (ii) assist to support the entitlement for such reduced rate.

To the extent that any deduction, withholding or Tax in respect of which an additional amount has been paid under Clauses 25.2 or 25.3 above results in the payee or an Affiliate obtaining a Relief, the payee shall pay to the payer, within 10 Business Days of obtaining the benefit of the Relief, an amount equal to the lesser of the value of the Relief obtained and the additional sum paid under Clauses 25.2 or 25.3.

VAT

Any sum payable by a Party (the First Party) to another Party (the Second Party) under or pursuant to this Agreement is exclusive of any applicable VAT. If any supply is treated as made for VAT purposes by the Second Party under or pursuant to this Agreement (except for the Price) and the Second Party or an Affiliate of the Second Party is required to account for VAT in respect of that supply, the First Party shall, subject to the receipt of a valid VAT invoice, pay to the Second Party an amount equal to such VAT in addition to any other consideration for that supply. Such payment shall be made on demand or, if later, at the same time as any such consideration is payable.

If any Party (the Paying Party) is required by this Agreement to reimburse another Party (the Payee Party) for any Cost, the Paying Party shall also reimburse the Payee Party for any VAT incurred by the Payee Party (or any of its Affiliates) in respect of that Cost, except to the extent that the Payee Party (or its Affiliate) is entitled to Relief in respect of that VAT.

Costs

Transfer Taxes (PTII Share Transfer)

The PTII Sellers and Inalum shall co-operate in good faith to seek an exemption of the PTII Share Transfer from Indonesian Withholding Tax under the US/Indonesia Double Taxation Agreement, including engaging with relevant Governmental Authorities as required.

The PTII Sellers shall pay and bear the cost of (and Inalum shall bear no responsibility for) all stamp duties, transfer, value added or similar Taxes and any other Indonesian Taxes (including Indonesian Withholding Taxes) arising as a result of the transfer of the PTII Shares pursuant to this Agreement and/or in connection with the entry into or implementation of this Agreement (together with all penalties, charges, fees and interest relating thereto, the Transfer Taxes) other than arising out of any failure by Inalum to comply with the provisions of this Clause 28.

Inalum shall submit to the relevant Tax Authorities all returns and other relevant filings for the purposes of Tax in respect of the Transfer Taxes by the latest date on which the submission or filing can be made without incurring interest and/or a penalty and in order to ensure that such submission or filing is effective.

The PTII Sellers covenant with Inalum to pay to Inalum immediately on demand an amount equal to any liability to or on account of Transfer Taxes or any other Costs which Inalum (or any member of the Inalum Group) incurs or is required to pay (other than as a result of any failure by Inalum to comply with this Clause 28) as a result of:

any failure by the PTII Sellers to comply with Clause 28.1;

any Tax Authority issuing any notice, demand, assessment, letter or other document requiring or requesting Inalum (or any member of the Inalum Group) to pay an amount of Transfer Tax or any amount on account of Transfer Tax;

notwithstanding Clause 28.5 below, the Inalum (or any member of the Inalum Group) being required to pay any amount of any restitution, reimbursement or contribution to either (or both) of the PTII Sellers (or any member of the PTII Sellers’ Group) in respect of any of the liabilities referred to in Clause 28.5; and/or

the PTII Sellers exercising any right of restitution, reimbursement or contribution from any person that it may have under applicable Law or otherwise,

The Parties hereby acknowledge and agree that this Clause 28 is intended to be for the benefit of, and enforceable by, each member of the PTII Sellers’ Group, to the extent applicable.

Tax Indemnity (PTII Share Transfer)

In this Clause 29:

a reference to a return relating to Tax is to any document which must be lodged with a Tax Authority or which a taxpayer must prepare and retain;

Disputing Action means any action to have a matter withdrawn, reduced or postponed or any action to avoid, dispute, object to, resist, mitigate, settle, compromise, defend or appeal against the matter;

Relevant Assessment means an assessment by a Tax Authority which creates or evidences an obligation to pay an ascertained amount of Tax in respect of which the Sellers are liable to indemnify Inalum under this Agreement;

Tax return means any Tax return and also anything which operates as an assessment (or as the basis for an assessment) of the Tax concerned, such as a request for a Tax ruling, an election, a Tax return, an amended Tax return or a request for an amended assessment of Tax.

This Clause 29 applies:

to a Tax return of PTII which relates in whole or in part to the period before Closing; and

to a Tax return of PTII for any period, to the extent that the Tax return is reasonably likely to relate to an amount of Tax which could be claimed from the PTII Sellers under this Agreement.

Subject to Closing occurring, the PTII Sellers covenant (which covenant is to survive Closing) that they are solely liable for and must indemnify and hold harmless the Inalum Group from, against and in respect of:

any amount of Tax payable by PTII or any PTII Subsidiary under any Relevant Assessment to the extent that the Tax arises from or relates to:

an event or omission at or before Closing to the extent that such event or omission results in a Tax for a pre-Closing tax period;

any income, profit or gain earned, accrued or received or taken to be earned, accrued or received at or before Closing; or

disallowance of an income tax deduction for an expense, loss or outgoing incurred before Closing;

any withholding required to be made or any notice required to be given before Closing; or

disallowance of a Tax credit or rebate of Tax relating to a matter referred to in paragraphs, (i), (ii) or (iv) above; and

all reasonable out of pocket costs and expenses incurred by the Inalum Group as a result of enforcement actions undertaken to enforce its rights pursuant to this Clause 29.2,

The covenants of Clause 29.2 shall not cover any Tax liability to the extent that:

provision or reserve in respect of that Tax Liability has been made in the Last Accounts, or the Tax liability was taken into account in the Last Accounts (in each case to the extent that such provision or reserve reduced the net assets of PTII);

the Tax liability was paid or discharged before the Last Accounts Date, or such payment or discharge was taken into account in the preparation of the Last Accounts (reducing the net assets of PTII shown in the Last Accounts) and such payment or discharge has in fact occurred;

the Tax liability would not have arisen but for an event carried out or effected by (i) a PTII Seller or any member of the PTII Group prior to Closing at the written request of Inalum or a member of the Inalum Group, or (ii) a member of the Inalum Group after Closing, except that this exclusion (ii) will not apply where such event is required by Law or is carried out or effected pursuant to a legally binding commitment entered into by a member of the PTII Group on or before Closing; or

the Tax liability arises as a result of a change after Closing in the accounting policy or Tax reporting practice of the PTII Group (in each case, other than a change which is necessary as determined by the auditor of such member of the PTII Group in order to comply with Law), applicable financial reporting standards or generally accepted accounting principles applicable to a member of the PTII Group.

Inalum must give the PTII Sellers notice within 10 Business Days of:

PTII receiving notice of a Relevant Assessment; or

becoming aware of any matter that might lead to the making or issue of a Relevant Assessment.

Within 20 Business Days of receiving notice from Inalum under Clause 29.3, the PTII Sellers may by notice require Inalum to take Disputing Action at the PTII Sellers’ expense in connection with the Relevant Assessment.

If the PTII Sellers require Inalum to take Disputing Action in connection with a Relevant Assessment, Inalum must provide, and must procure that each member of the Inalum Group provides, all reasonable assistance in respect of the Disputing Action as the PTII Sellers is reasonably necessary and must:

take such Disputing Action as is reasonably requested by the PTII Sellers;

at the request of the PTII Sellers, give the PTII Sellers information and access to personnel, premises, plant, goods, documents and records to the PTII Sellers and to their professional advisers as reasonably requested to take such Disputing Action; and

authorise legal or other professional advisers nominated by the PTII Sellers to act in respect of the Disputing Action on behalf of Inalum or PTII, but in accordance with the instructions of the PTII Sellers.

The PTII Sellers must indemnify and hold harmless the Inalum Group and PTII from, against and in respect of any Loss suffered or incurred by Inalum or PTII or any PTII Subsidiary in connection with any Disputing Action taken, including any legal and accounting expenses (on a full indemnity basis) incurred by the Inalum Group or PTII or any PTII Subsidiary in connection with any Disputing Action taken, other than any such Losses that are incurred or increased as a result of Inalum’s failure to comply with the provisions of Clause 29.7.

Inalum, a member of the Inalum Group or PTII may engage its own legal or other representation without prejudice to the PTII Sellers’ rights under Clause 29.5 and 29.6.

Inalum must ensure that any Tax return which is prepared or lodged by Inalum or by PTII after Closing, which relates in whole or in part to a period before Closing:

is prepared in consultation with the PTII Sellers and reflecting the reasonable comments of the PTII Sellers with respect to the period prior to Closing; and

is prepared and lodged on time and in accordance with Law.

To the extent that any Tax audit of PTII after Closing relates to any period before Closing:

Inalum and the PTII Sellers must each co-ordinate and give each other all reasonable assistance they can provide concerning the audit; and

the PTII Sellers must indemnify and hold harmless Inalum and PTII from, against and in respect of all reasonable costs of Inalum or PTII in connection with the audit (including any legal and accounting expenses and internal costs), but only to the extent that such costs relate to the audit for the period prior to Closing.

After the actual receipt by Inalum or any member of the PTII Group of an amount by way of refund or repayment of Tax (whether as a result of Tax overpayment or otherwise) from any Tax Authority or otherwise relating to any event referred to in Clause 29.2(a), then Inalum shall repay, or procure that the relevant member of the PTII Group repays, such amount to the PTII Sellers (without set off or deduction) within ten (10) Business Days of the receipt of such amount together with any interest due thereon from the applicable Tax Authority and any recovery of legal fees from such Tax Authority.

For the avoidance of doubt, Tax overpayment can include any refund or reimbursement due to any member of the PTII Group from the Tax Authority or any member of the PTII Group otherwise deriving the benefit of such Tax overpayment due to such member from the Tax Authority in any other manner.

Announcements

Notwithstanding Clause 32 and except for the Agreed Form Announcements or any subsequent announcement which repeats any details contained in the Agreed Form Announcements, no Party, nor any of the Parties’ respective Affiliates, shall make any public announcement or issue any public communication in connection with the existence or subject matter of this Agreement without the prior written approval of the other Parties.

The restriction in Clause 30.1 shall not apply to the extent that the announcement or communication is required by Law or by any stock exchange or any regulatory, governmental or antitrust body having applicable jurisdiction (provided that the Party proposing to make the announcement or issue the communication to shareholders shall, where practicable, first inform the other Parties of its intention to do so and take into account the reasonable comments of the other Parties on the content and timing of such announcement or communication).

Employee Matters

Confidentiality

For the purposes of this Clause 32, Confidential Information means:

this Agreement and each other Transaction Document;

information relating to the provisions of, and negotiations leading to, this Agreement and each other Transaction Document; and

any information received or held by each Party (or any of its Representatives) relating to each other Party and the Affiliates of each other Party in relation to the Divestment Transaction,

Each Party shall, and shall procure that its Representatives shall, maintain Confidential Information in confidence and not disclose Confidential Information to any person except (a) to its Representatives, (b) as permitted by Clause 30 or this Clause 32; or (c) as the other Parties approve in writing.

Clause 32.2 shall not prevent disclosure by a Party or any of its Representatives to the extent it can demonstrate that:

disclosure is required by Law or by any stock exchange or any regulatory, governmental or antitrust body (including any Tax Authority) having applicable jurisdiction (provided that, except in connection with disclosure to a Tax Authority, the disclosing Party shall first inform the other Parties of its intention to disclose such information and take into account the reasonable comments of the other Parties);

disclosure is required for the proper management of the Tax affairs of the disclosing Party or any of its Affiliates;

disclosure is of Confidential Information which was lawfully in the possession of that Party or any of its Representatives (in either case as evidenced by written records) without any obligation of secrecy before its being received or held (excluding any Confidential Information held by PTII relating to the PTII Sellers’ Group);

in the case of the PTFI Subscribers, the disclosure was made to an Indonesian Government Entity (or to any commissioners, directors, officers, employees, agents, advisers (including legal advisers), accountants, financiers or potential financiers, rating agencies or consultants thereof) that is involved with the Divestment Transaction or any financing of any Indonesian Government Entity relating to the Divestment Transaction;

disclosure is of Confidential Information which has previously become publicly available other than through that Party’s action or failure to act (or that of its Representatives); or

disclosure is required for the purpose of any arbitral or judicial proceedings arising out of this Agreement.

If this Agreement is terminated, each Party (the Returning Party) shall as soon as practicable on request by the any other Party (the Requesting Party):

return to the Requesting Party all written documents and other materials relating to any member of the PTII Sellers’ Group or the PTFI Group (as applicable to the Returning Party), PTII or this Agreement (including any Confidential Information) which the Requesting Party (or its Representatives) have provided to the Returning Party (or its Representatives) without keeping any copies thereof;

destroy all information or other documents derived from such Confidential Information; and

so far as it is practicable to do so, expunge such Confidential Information from any computer, word processor or other device.

Assignment

Notices

Any notice to be given by one Party to the other Parties in connection with this Agreement shall be in writing in English and signed by or on behalf of the Party giving it. It shall be delivered by hand, email, registered post or courier using an internationally recognised courier company.

A notice shall be effective upon receipt and shall be deemed to have been received:

if delivered by hand, registered post or courier, at the time of delivery; or

if delivered by email, at the earlier of (i) when the sender receives an automated message confirming delivery; or (ii) two hours after the time at which the e-mail is sent (as recorded on the device on which the e-mail was sent), unless the sender receives an automated message that the e-mail has not been delivered during that time.

Where delivery occurs outside Working Hours, notice shall be deemed to have been received at the start of Working Hours on the next following Business Day.

The addresses and email addresses of the Parties for the purpose of Clause 34.1 are:

FCX/ISLLC (or, prior to the Closing, PTII and PTFI)

For the attention of:

Kathleen Quirk

Freeport-McMoRan Inc.

333 North Central Avenue

Phoenix, Arizona 85004

with copies to:

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, New York 10017

Attention: Marc O. Williams

Fax: (212) 701-5800

Email: marc.williams@davispolk.com

Freeport-McMoRan Inc.

333 North Central Avenue

Phoenix, Arizona 85004

Attention: Douglas Currault

Email : dcurraul@fmi.com

Inalum (or, following the Closing, PTII)

For the attention of:

Elizabeth Silalahi

General Counsel

The Energy Building

16th Floor Sudirman

Central Business District

Lot 11A Jl. Jend.

Sudirman Kav. 52-53
Jakarta, Indonesia

with copies to:

Ashurst LLP

12 Marina Boulevard

#24-01, Marina Bay Financial Centre Tower 3

Singapore 018982

Attention: Simon Brown

Fax: +65 6221 5484

Email: simon.brown@ashurst.com

Oentoeng Suria & Partners

Level 37, Equity Tower

Sudirman Central Business District
Jl. Jend. Sudirman Kav. 52-53

Jakarta Selatan, 12190, Indonesia

Attention: Ratih (Ipop) Nawangsari

Fax: +65 62 212 903 5360

Email: ratih.nawangsari@oentoengsuria.com

If to PTFI following Closing, to all Parties.

Any such notice given under this Agreement will not be invalid only by reason that a copy is not delivered to any addressee nominated to receive a copy.

Each Party shall notify the other Parties in writing of a change to its details in Clause 34.4 from time to time.

Conflict with other Agreements

such other agreement expressly states that it overrides this Agreement in the relevant respect; and

each of the Parties are either also parties to that other agreement or otherwise expressly agree in writing that such other agreement shall override this Agreement in that respect.

Whole Agreement

This Agreement and the other Transaction Documents together set out the whole agreement between the Parties in respect of the Divestment Transaction and supersede any previous draft, agreement, arrangement or understanding, whether in writing or not, relating to the Divestment Transaction. It is agreed that:

no Party has relied on or shall have any Claim or remedy arising under or in connection with any statement, representation, warranty or undertaking made by or on behalf of any other Party (or any of its Representatives) in relation to the Divestment Transaction that is not expressly set out in this Agreement or the other Transaction Documents;

any terms or conditions implied by Law in any jurisdiction in relation to the Divestment Transaction are excluded to the fullest extent permitted by Law or, if incapable of exclusion, any right or remedies in relation to them are irrevocably waived;

the only right or remedy of a Party in relation to any provision of this Agreement or the relevant Transaction Document shall be for breach of this Agreement or the relevant Transaction Document (as applicable); and

except for any liability in respect of a breach of this Agreement or any other Transaction Document, no Party (or any of its Representatives) shall owe any duty of care or have any liability in tort or otherwise to the other Party (or its respective Representatives) in relation to the Divestment Transaction.

Nothing in this Clause 36 shall limit any liability for (or remedy in respect of) fraud or fraudulent misrepresentation.

Waivers, Rights and Remedies

Counterparts

Variations

No Merger

Set Off

Relationship of Parties

Invalidity

No Third Party Enforcement Rights

Sovereign Immunity

To the extent that Inalum or the PTII Sellers may be entitled in any state or jurisdiction to claim or benefit from any immunity (whether characterized as state immunity, sovereign immunity, act of state or otherwise) now or hereafter for itself or any of its property or assets (which it now has or may hereafter acquire) in respect of its obligations under this Agreement from any proceedings, jurisdiction, suit, judgement, execution, attachment, whether before award or judgement, in aid or execution or otherwise (or from any service of process or other documents relating thereto), or legal process or to the extent that in any such jurisdiction there may be attributed to it or any of its property or assets any such immunity (whether or not claimed), Inalum and the PTII Sellers expressly, unconditionally and irrevocably agrees not to claim, invoke or permit to be invoked on it or its property or assets’ behalf or for it or its property or assets’ benefit and hereby expressly, unconditionally and irrevocably waives such immunity to the fullest extent permitted by the laws of such jurisdiction.

Each of Inalum and the PTII Sellers consents generally in respect of any proceedings to the giving of any relief or the issue of any process in connection with the proceedings, including the enforcement or execution against any property or assets whatsoever (irrespective of its use or intended use) of any order or judgement which may be made or given in the proceedings.

Each of Inalum and the PTII Sellers irrevocably and unconditionally acknowledges that the execution, delivery and performance of this Agreement constitutes private and commercial (and not public) acts of Inalum or the PTII Sellers, respectively.

Governing Law and Jurisdiction

This Agreement and any non-contractual obligations arising out of or in connection with this Agreement shall be governed by, and interpreted in accordance with, Indonesian law.

If any dispute, controversy or claim arises out of or in connection with this Agreement including regarding the breach, termination or invalidity thereof (Dispute), a Party may serve formal written notice on the other Parties that a Dispute has arisen (Notice of Dispute).

Following the service of a Notice of Dispute, the Parties shall use all reasonable efforts to settle such Dispute amicably through negotiations between their respective authorised representatives within a period of 30 days starting from the date of receipt of the Notice of Dispute by the relevant Party. The Parties may by agreement extend such 30 day period and take all such other steps as they agree will assist them in reaching an amicable settlement of the Dispute, including the joint appointment of a person who is an expert in the subject matter of the Dispute.

If the Dispute is not resolved by the signing of written terms of settlement by authorised representatives of the Parties within such 30 day period (or such longer period as the Parties may have agreed) as provided under this Clause 45, then the Dispute shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (SIAC) in accordance with the Arbitration Rules of SIAC for the time being in force, which rules are deemed to be incorporated by reference in this Clause 46.4. The claimant and the respondent shall nominate one arbitrator each, and the third arbitrator shall be nominated jointly by the two Party-appointed arbitrators. The seat of the arbitration shall be Singapore. The language to be used in the arbitral proceedings shall be English. Arbitration shall be the exclusive forum for dispute resolution under this Agreement if the Parties are not able to settle the Dispute amicably, as provided for in this Clause 45. Notwithstanding Clause 46.1, Clauses 46.2, 46.3 and this Clause 46.4 shall be governed by and interpreted in accordance with Singapore law. Each Party renounces any right it may otherwise have to appeal or seek relief from the award or any decision of the arbitrators contained therein and agrees that no Party shall appeal to any court from the award or decision of the arbitrators contained therein.

Governing Language

For the purposes of compliance with Law No. 24 of the Republic of Indonesia on the National Flag, Language, Coat of Arms and National Anthem, the Parties agree to translate and execute an Indonesian language version of this Agreement and any instrument or other document referred to in this Agreement to which an Indonesian person is a party or signatory, or any amendment to such agreement, instrument or document (Ancillary Documents) other than those which are already made and executed in Indonesian language, promptly in accordance with the terms of this Agreement.

The Parties agree that:

the Indonesian language version of this Agreement (other than those which are already made and executed in Indonesian language only), when executed, will be deemed to be effective and valid from the date of the English language version, and both the English language version and the Indonesian language version will be equally authentic. The Parties further agree that the execution of the Indonesian language of this Agreement must be undertaken at the latest within 60 days after the date of this Agreement;

in the event of any inconsistency or different interpretation between the Indonesian language version and the English language version of such dual-language documents, the Indonesian language version is deemed to be automatically amended (with effect from the date of the English language version) to make the relevant part of the Indonesian language version consistent with the relevant part of the English language version;

the costs and expenses in relation to:

the translation of the English language version into an Indonesian language version;

the preparation and execution of the Indonesian language version; and

any amendments of the Indonesian language version to conform with the English language version as contemplated by this Clause 47.2,

each Party:

acknowledges that, with its agreement, this Agreement has been negotiated in the English language;

represents that it has read and fully understands the contents and consequences of this Agreement;

represents that it has made and entered into this Agreement freely and without duress;

represents that it has received independent legal advice with regard to this Agreement; and

undertakes that it will not challenge the validity of this Agreement based on any failure to comply with Law No. 24 of the Republic of Indonesia on the National Flag, Language, Coat of Arms and National Anthem or the implementing Presidential Regulation (when issued).

PTII Seller

PTII Shares

Purchase Price

Apportionment

the signed resignation letters of each of the directors of PTII in relation to their resignation as directors of PTII (to be dated as at Closing);

the signed resignation letters of each of the commissioners of PTII in relation to their resignation as commissioners of PTII (to be dated as at Closing);

a copy (certified by a duly appointed officer as true and correct) of a resolution of the board of directors of that PTII Seller authorising the execution of and the performance by such PTII Seller of its respective obligations under this Agreement and the PTII Deed of Acquisition of Shares or the PTII Deed of Transfer of Shares (as applicable);

a certificate executed by an authorised signatory of each of the PTII Sellers confirming that:

the PTII Sellers shall have performed in all material respects all of their obligations under the Transaction Documents required to be performed by them prior to the Closing; and

the representations and warranties of the PTII Sellers contained in this Agreement and in any certificate or other writing delivered by the PTII Sellers pursuant hereto shall be true and correct at and as of the Closing Date, as if made at and as of such date, except that (A) those representations and warranties that address matters as of a particular date shall be true at and as of such particular date and (B) where the failure of such representations and warranties to be true and correct in the aggregate has not had a Material Adverse Effect;

following receipt by the PTII Sellers of the PTII Price in accordance with Part B of this Schedule 2, the share certificates relating to all the PTII Shares:

held by each PTII Seller in respect of which certificates were issued or are required by Law to be issued, marked as cancelled; and

it is transferring to Inalum, in the name of Inalum;

a copy (certified by a duly appointed officer as true and correct) of a resolution of the board of directors of PTII authorising with effect on and from Closing:

the cancellation and revocation of the share certificates relating to all the PTII Shares which were held by the PTII Sellers; and

the issuance of new share certificates relating to all the PTII Shares in the name of Inalum; and

an updated copy of the register of shareholders of PTII reflecting Inalum as the holder of the PTII Shares.

pay the PTII Price in accordance with Clauses 4, 24.1 and 24.3; and

deliver a certificate executed by an authorised signatory of Inalum confirming that:

Inalum shall have performed in all material respects all of its obligations under the Transaction Documents required to be performed by it prior to the Closing; and

the representations and warranties of Inalum contained in this Agreement and in any certificate or other writing delivered by Inalum pursuant hereto shall be true and correct in all material respects at and as of the Closing Date, as if made at and as of such date.

in each case in the form of a notarial deed and in the presence of a notary, duly qualified in Indonesia:

FCX and Inalum shall execute and deliver to one another the PTII Deed of Acquisition of Shares;

ISLLC and Inalum shall execute and deliver to one another the Deed of Transfer of Shares;

the PTII Sellers and Inalum shall procure that PTII restates the Circular Resolution; and

FCX, Inalum and PTII shall execute the PTFI Circular Resolution.

FCX, Inalum and PTII shall procure that the board of directors of PTFI passes the PTFI Board Resolution.

each of Inalum, PTII, FCX (or one of its Affiliates) and PTFI shall deliver to each other executed counterparts of the Shareholders Agreement;

PTFI shall deliver to FCX executed counterparts of the Services Agreement and FCX shall deliver to PTFI, or procure the delivery to PTFI of, counterparts of the Services Agreement executed by the relevant Affiliate of FCX that is a party to the Services Agreement; and

PTFI shall deliver to the other Parties a copy of the fully signed IUPK.

There shall exist no order or injunction promulgated or issued by any Governmental Authority of competent jurisdiction which restrains, enjoins or otherwise prohibits the consummation of the Divestment Transaction.

The Transaction Approvals shall have been issued.

The IUPK shall have been issued in a form acceptable to the Parties valid until 29 December 2031, which shall include the remaining initial period of the Contract of Work to 29 December 2021, and the first extension period of 10 (ten) years up to 29 December 2031, recognizing that PTFI will have met its obligations at the date the IUPK is issued, including the commitment to build the smelter and the divestment contemplated hereunder. The IUPK shall further grant to PTFI the second extension to 2041, subject to satisfying specified agreed conditions, including, among others as agreed, those related to smelter construction and payment of state revenues. The IUPK and any required documentation will create legally enforceable fixed rights and obligations, which shall address certain key points to be provided in the IUPK and applicable regulations as necessary including, among others, that PTFI will be allowed to complete the Grasberg smelter within 5 years of IUPK issuance and provisions for assurance of legal and fiscal certainty and legal enforceability.

The New Licences and Approvals shall have been issued to PTFI.

The Indonesian Tax Office shall have provided assurances and/or approved the transfer of certain assets and the merger between PTRTI and PTFI on a tax-neutral basis, which will effect the dissolution of PTRTI; and the Indonesian Tax Office shall confirm the withholding tax treatment for transfers contemplated by this Agreement, in a manner satisfactory to the Parties.

In accordance with Article 127 of the Indonesian Company Law:

the PTII Sellers shall have procured that the board of directors of PTII and board of directors of PTFI have jointly announced the Transaction (including the fact that the Transaction will result in a change in control of PTFI) in at least one daily newspaper in the Indonesian language having nationwide circulation in Indonesia, and also the notice to employees as further detailed in Clause 31;

any objections received from creditors within 14 days of the publication have been resolved as required under the Indonesian Company Law, as confirmed by the Board of Directors of PTII and the Board of Directors of PTFI;

at least 30 days after the publication:

the PTII Sellers shall procure that shareholder resolutions of the requisite majority of the shareholders of PTFI have approved the issuance of the PTFI Shares (Inalum) to Inalum and the PTFI Shares (PTII) to PTII as contemplated by the PTFI Subscription Agreement; and

the PTII Sellers shall procure that shareholder resolutions of the requisite majority of the shareholders of PTII have approved the transfer of the PTII Shares as contemplated under this Agreement.

The termination of the trust arrangements in place between PTFI, PTRTI and the First Trust of New York National Association with no further liability to any party thereto.

Approval of the Articles of Association for PTFI to be attached as Schedule 4 of the Shareholders Agreement, on terms acceptable to the Parties.

Approval of the Long Term Investment Plan to be attached to the Shareholders Agreement, on terms acceptable to the Parties.

The satisfaction or waiver (if applicable) of the conditions precedent to closing in accordance with the terms of the PTRTI Buyout Agreement.

The Contract of Work will have been terminated upon the issuance of the IUPK.

The Parties shall have agreed on the six members of the Board of Directors of PTFI, each of which will take office from the Closing.

Inalum shall have obtained the following:

review report from the State Auditor in respect of the Divestment Transaction; and

A legal opinion from the Attorney General in respect of the Divestment Transaction.

All actions by or in respect of or filings with any Governmental Authority required to permit the consummation of the Divestment Transaction (or any part thereof) shall have been taken, made or obtained, including the following, but excluding any jurisdiction where the Parties, having consulted with each other in good faith, both agree that a merger filing is not required by Law or otherwise recommended:

SAMR issuing a notice approving the Divestment Transaction or the statutory clearance period specified by SAMR pursuant to the Anti-Monopoly Law in China, including any extension of such period, having elapsed and no objection having been raised or qualifications or requirements imposed by SAMR in relation to this Agreement;

the KPPU in Indonesia issuing a letter confirming that it has no objection to the Divestment Transaction and no qualifications or requirements imposed by the KPPU in relation to this Agreement;

written approval obtained from the KFTC of the business combination report filed by Inalum under the Korean Monopoly Regulation and Fair Trade Act relating to the Divestment Transaction within the 30 days waiting period specified by the said Act (or any extension thereof) without any corrective measures being imposed upon or issued to Inalum, or the expiry of such period with no decision being issued by the KFTC;

the PCC issuing a notice approving the Divestment Transaction or the statutory clearance period specified by the PCC pursuant to the Philippine Competition Act, including any extension of such period, having elapsed and no objections having been raised or qualifications or requirements imposed by the PCC in relation to this Agreement;

to the extent required by applicable Law, any applicable waiting period under the United States Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and any regulations made thereunder relating to the Divestment Transaction, and any agreement with a Governmental Authority not to consummate the Divestment Transaction shall have expired or been terminated;

the waiting period under the Japanese Act on Prohibition of Private Monopolization and Maintenance of Fair Trade (Act No. 54 of April 14, 1947, as amended) has expired, and written notification has been received from the JFTC of its decision not to issue a cease and desist order pursuant to Article 9 of JFTC Regulation No. 1 of 1953 with respect to the Divestment Transaction;

the Swiss Competition Commission notifying the parties under Article 32 paragraph 1 of the Swiss Federal Act on Cartels and Other Restraints of Competition of its decision not to investigate the Divestment Transaction or the one month period specified in the said Article 32 paragraph 1 having elapsed and no objections having been raised or commitments, qualifications or requirements imposed or requested by the Swiss Competition Commission in relation to this Agreement;

to the extent required by applicable Law, the expiration of any required waiting periods or the receipt of required consents under the anti-monopoly or competition laws of Germany or Singapore;

the Divestment Transaction having obtained clearance under the German Act Against Restraints of Competition (Gesetz gegen Wettbewerbsbeschrankankungen (GWB)), as amended, which shall occur on the sooner of: (1) the German Antitrust Authority having taken a decision to clear the Divestment Transaction; or (2) all applicable waiting periods with respect thereto having expired or been terminated without the German Antitrust Authority having prohibited the Divestment Transaction; and

the Competition and Consumer Commission of Singapore issuing a notice or otherwise informing the parties that it does not intend to intervene in the Divestment Transaction pursuant to section 54 of the Singapore Competition Act.

Authority and capacity

Each PTII Seller is validly incorporated, in existence and duly registered under the Laws of Delaware.

Each PTII Seller has full legal capacity and power to own its property and to carry on its business.

Each PTII Seller has full legal capacity and power to enter into the Transaction Documents to which it is a party.

Each PTII Seller has obtained all corporate or company Authorisations required to empower it to enter into and perform its obligations under the Transaction Documents to which it is a party where failure to obtain them would adversely affect its ability to enter into or perform its obligations under the Transaction Documents to which it is a party.

Entry into and performance by each PTII Seller of each Transaction Document to which it is a party will not:

breach any provision of its Constitutional Documents;

result in a breach of any Laws or regulations of Delaware or of any order, decree or judgment of any court or any governmental or regulatory authority in Delaware;

breach the terms of any other agreement contract, undertaking or instrument binding on either PTII Seller, where (in any case) the breach would materially and adversely affect its ability to enter into or perform its obligations under the Transaction Documents to which it is a party; or

contravene any Third Party Rights and does not and will not result in the creation or imposition of any Third Party Rights, the acceleration of the date of any payment or obligation under any Third Party Rights or any other material restriction under the provisions of any Third Party Rights, which would (in any case) materially and adversely affect its ability to enter into or perform its obligations under the Transaction Documents to which it is a party.

Each Transaction Document to which it is a party will, when executed, constitute valid and binding obligations of each PTII Seller, enforceable against each PTII Seller in accordance with its terms, subject to any necessary stamping or registration.

Neither PTII Seller is entering into any Transaction Document to which it is a party as trustee of any trust or settlement.

Neither execution of any of the Transaction Documents to which either PTII Seller is a party nor Closing, assuming satisfaction of each of the Conditions Precedent, will be or become a transaction which is voidable under any Law.

There is no circumstance with respect to a PTII Seller which could make any of the Transaction Documents to which such PTII Seller is a party or any transaction contemplated by them void, voidable or unenforceable under any Law relating to insolvency.

No litigation, arbitration, mediation, conciliation or administrative proceeding is taking place or pending or threatened, whose outcome is likely to have an adverse effect on the ability of either PTII Seller to perform its obligations to carry out the transactions that this Agreement contemplates.

Each PTII Seller is a resident of the United States for the purposes of:

accessing tax treaty benefit under the US/Indonesia Double Taxation Agreement; and

domestic Indonesian tax rules under the Director General of Tax Regulation No. PER-10/PJ/2017 regarding Procedures for Implementation of Tax Treaties.

Neither PTII Seller has any permanent establishment in Indonesia.

The PTII Shares and PTII

PTII is validly incorporated, in existence and duly registered under the Laws of the Republic of Indonesia and the liability of its shareholders is limited by shares.

PTII has full legal capacity and power to own its own property and to carry on the Business of PTII in the jurisdiction(s) in which it carries on business.

The PTII Shares constitute the whole of the issued share capital of PTII.

All the PTII Shares are, or are deemed to be, fully paid and each PTII Seller is:

the sole legal and beneficial owner of the PTII Shares set out against its name in Schedule 1 free from all Third Party Rights; and

entitled to transfer or procure the transfer of the PTII Shares on the terms of this Agreement.

Except as set out in this Agreement, no member of the PTII Sellers’ Group has entered into any agreement whereby any person has the right (exercisable now or in the future and whether contingent or not) to call for the issue or transfer to it of any share or loan capital in PTII.

Except as set forth in the Disclosure Materials, PTII does not hold or own (legally or beneficially) any shares in any other entity or Undertaking and is not a member of any partnership or unincorporated association.

No litigation, arbitration, mediation, conciliation or administrative proceeding is taking place or pending or threatened, whose outcome is likely to have an adverse effect on the ability of PTII to perform its obligations to carry out the transactions that this Agreement contemplates.

The PTII Interest Shares

The PTII Subsidiaries

Each PTII Subsidiary is validly incorporated, in existence and duly registered under the Laws of its place of incorporation.

Each PTII Subsidiary has full legal capacity and power to own its property and to carry on its business.

Every share issued by any PTII Subsidiary to PTII:

was duly issued;

is, or is deemed to be, fully paid;

is held by and beneficially owned by PTII; and

is free from any Third Party Interest.

So far as the PTII Sellers are aware, no PTII Subsidiary is subject to bankruptcy, reorganization, debt arrangement or other proceeding under any bankruptcy or insolvency law.

Corporate records

The copies of the Constitutional Documents of PTII disclosed to Inalum are true, complete and up to date copies.

The copies of resolutions of PTII disclosed to Inalum are true and complete copies of every resolution setting out rights attached to any share or the terms of issue of any share in PTII.

All rights and restrictions affecting shares in PTII are contained in the copy Constitutional Documents and copy resolutions referred to in paragraphs 5.1 and 5.2.

The register of shareholders of PTII contains a true and accurate record of its shareholders from time to time.

Information

Each document provided in the Disclosure Materials is true and complete.

The PTII Sellers have not deliberately omitted from the Disclosure Materials any information concerning the PTII Shares, the PTFI Shares, or the Businesses of PTII or PTFI, that a reasonable person acquiring the PTII Shares would consider material.

Anti-Bribery Law, Anti-Tax Evasion Law and Sanctions

So far as the PTII Sellers are aware, no member of the PTII Sellers’ Group nor any of their Associated Persons has, at any time in the two years before the date of this Agreement engaged in any activity in violation of applicable Anti-Bribery Law or Anti-Tax Evasion Law.

Each member of the PTII Sellers’ Group has in place policies, systems, controls and procedures designed to prevent it and its Associated Persons from violating applicable Anti-Bribery Law or Anti-Tax Evasion Law.

Neither PTII Seller is, nor has it, during the past five years, been:

a Sanctioned Person or owned or controlled by a Sanctioned Person, or a holder of more than 10% of Equity Interests in a Sanctioned Person, and that none of its officers or directors are or have, during the past five years, been Sanctioned Persons;

party to or facilitated any agreement, transaction, dealing or relationship (i) with or for the benefit of, or otherwise made available any funds or economic resources to, any Sanctioned Person, (ii) involving any property of a Sanctioned Person or (iii) relating to any Sanctioned Territory;

in breach of, or subject to any penalties under, any Economic Sanctions Law; or

subject to any actual litigation, legal action, claim, demand, suit, arbitration, investigation, inquiry, hearing, order or other proceeding or administrative act related to any Economic Sanctions Law by or before any Governmental Authority.

Insolvency etc.

Financial matters

The Last Accounts (PTII). The Last Accounts (PTII):

have been prepared in good faith and with all due care and attention and in accordance with relevant Law and accounting policies, statements and practices;

present fairly, in all material respects, the financial position of PTII as at the Last Accounts Date (PTII) and its financial performance and cash flows for the financial year ended on that date; and

have been prepared in accordance with the same accounting policies as were applied in the corresponding accounts for the preceding three financial periods.

Position since Last Accounts Date (PTII). Since the Last Accounts Date (PTII), PTII has:

carried on its business, in all material respects, in the ordinary and usual course of business;

not reduced its paid-up share capital; and

otherwise than in accordance with the terms of this Agreement, not issued or agreed to issue any share or loan capital.

Statutory books. All material records of PTII which relate to the Business of PTII (including financial records such as accounts, books and ledgers):

are in its possession and control; and

have been fully and properly maintained in accordance with Law.

So far as the PTII Sellers are aware, all material documents, filings, publications and registrations required by Law to be delivered or made by PTII to a Governmental Authority have been duly delivered or made on a timely basis.

Financial Debt

Grasberg Assets means all material assets that are required for PTFI to conduct the Grasberg Operations substantially in the manner that as at the date of this Agreement they are being carried on by PTFI;

Grasberg Operations means all activities conducted by or on behalf of PTFI in connection with the Grasberg mine, including in connection with:

exploration, development, maintenance, mining and sustaining works in respect of the Grasberg Tenure;

handling, processing stockpiling, transportation and sale of products derived from the Grasberg Tenure; and

non-mining related activities that support the operation of the Grasberg mine;

Material Contract means:

contracts for supply of products or services to the Grasberg Operations with a value of at least US$15 million;

contracts for the sale of products from the Grasberg Operations with a value of at least US$15 million; and

any other contract between PTFI and a third party which if terminated would cause a material disruption or interruption in or to the conduct of the Grasberg Operations.

Assets and tenure

The Grasberg Assets:

are legally and beneficially owned by PTFI;

comprise all material assets that are required to conduct the Grasberg Operations substantially in the manner that, as at the date of Closing, they are being carried on by PTFI;

are free from all Third Party Rights except (i) as disclosed in the Disclosure Materials, (ii) relating to Taxes that are not yet due and payable or that are being contested in good faith, (iii) mechanics, materialman’s, carrier’s, worker’s, warehouseman’s and other similar Third Party Rights arising in the ordinary course of business, (iv) Third Party Rights arising under Law and (v) other Third Party Rights that do not materially detract from the value or materially impair the current use of the Grasberg Assets; and

are in good repair and working condition (subject to fair wear and tear) and, with respect to this paragraph 11.1(d), with exceptions as have not had a Material Adverse Effect.

No Applicable Law or notice from a Governmental Authority adversely affects the ownership of any of the Grasberg Assets or, with exceptions as have not had a Material Adverse Effect, restricts PTFI’s right to use the Grasberg Assets as PTFI sees fit in order to carry on the Grasberg Operations.

The Grasberg Assets are used solely in the carrying on of the Grasberg Operations.

Material contracts

Except as has been disclosed in the Disclosure Materials, each Material Contract is a legal, valid and binding obligation, enforceable in accordance with its terms and not voidable or liable to rescission for any reason.

Except as has been disclosed in the Disclosure Materials, PTFI is not in material breach or default of any Material Contract, nor has anything occurred or been omitted which would be a default but for the requirement of notice or lapse of time or both.

As far as the PTII Sellers are aware, no person is in material breach or default under any Material Contract, nor has anything occurred or been omitted which would be a material breach or default but for the requirements of notice or lapse of time or both.

With such exceptions as have not had a Material Adverse Effect, PTFI has not received any notice which does or might adversely affect in a way any rights or any exercise of any rights of PTFI in respect of any Material Contract.

Intellectual property

PTFI or the PTFI Subsidiaries holds the rights to, or has a licence to use, all intellectual property required for the conduct of the Grasberg Operations as currently conducted, including all trade marks, business names, trade names, domain names, brands, trade secrets, copyright, know how and other confidential information and all information technology.

Except as would not result in a Material Adverse Effect:

all of the material intellectual property owned by PTFI (including industrial knowhow and trade secrets) which is of a confidential nature has at all times been treated by PTFI and its Affiliates as confidential and has not been made available or communicated either in whole or in part to any third party, other than on a confidential basis;

any materials in which PTFI or the PTFI Subsidiaries claims copyright are original works, and as far as the PTII Sellers are aware, not copied wholly or substantially from any other works or material owned by a third party; and

as far as the PTII Sellers are aware, all of the material intellectual property owned by PTFI is valid and subsisting.

Information Technology

So far as the PTII Sellers are aware, all information technology necessary to conduct the Grasberg Operations as currently conducted (Information Technology) is owned by or licensed or leased to PTFI or the PTFI Subsidiaries.

So far as the PTII Sellers are aware, in the 12 months prior to the date of this Agreement, there have been no material defaults, failures, outages, breakdowns or substandard performance of any Information Technology which have caused any material disruption or interruption in or to conduct of the Grasberg Operations.

Except as would not result in a Material Adverse Effect, immediately following Closing, PTFI and the PTFI Subsidiaries will be entitled to use the Information Technology to the same extent and in the same manner as it has been used immediately prior to Closing.

Employment

PTFI has paid all material amounts due and payable to any employees or former employees.

With such exceptions as have not had a Material Adverse Effect, except for remuneration for employment, no money is payable to any employee, director, commissioner, or consultant of PTFI, including any former employee, director, commissioner, or consultant.

With such exceptions as have not had a Material Adverse Effect, PTFI has complied with every contractual, statutory, legal or fiscal obligation (including every code of practice, collective agreement and other agreement with a union) applying to the employment of any of its employees, and the employment of former employees.

So far as the PTII Sellers are aware, PTFI has complied with every contractual, statutory, legal or fiscal obligation applying to the engagement of non-employee labour supply and outsourcing.

With such exceptions as have not had a Material Adverse Effect, there is no threatened, contemplated attempts of, pending, outstanding or unresolved Claim between PTFI and past or present employees or groups of employees or consultants or contractors.

PTFI does not maintain an employee stock option program or any similar program.

As of the date of this Agreement, there is no work stoppage, strike or other concerted action by employees of PTFI and, with such exceptions as have not had a Material Adverse Effect, PTFI has complied in all material respects with all applicable Laws relating to employment and labour, including, without limitation those relating to wages, outsourcing, and employment of expatriate employees.

As of the date of this Agreement, all of PTFI’s expatriate employees hold valid work and immigration permits and are performing work in accordance with such permits.

Insurance

With such exceptions as have not had a Material Adverse Effect, each insurance policy of PTFI and the PTFI Subsidiaries is:

current; and

a legal, valid and binding obligation enforceable in accordance with its terms.

Every premium due for an insurance policy of each of PTFI and the PTFI Subsidiaries has been paid in full.

With such exceptions as have not had a Material Adverse Effect, there is no circumstance which the terms of any insurance policy of PTFI or any of the PTFI Subsidiaries require PTFI or any of the PTFI Subsidiaries to notify to the insurer.

With such exceptions as have not had a Material Adverse Effect, nothing has been done or omitted so as:

to make void or voidable any policy insuring any Grasberg Asset or insuring against any liability in connection with the Grasberg Operations; or

to permit an insurer to cancel the policy, or to refuse or reduce a claim, or to materially increase the premiums payable under the policy.

Health and safety

With such exceptions as have not had a Material Adverse Effect, PTFI maintains and keeps up to date a health and safety policy and health and safety management arrangements which are in compliance with all applicable Laws, treaty obligations and codes of practice.

So far as the PTII Sellers are aware, PTFI is conducting and has at all times conducted its business in accordance with all applicable Laws and international treaty obligations including, without limitation, all written guidelines, policies and codes of practice laid down from time to time, in respect of occupational health and safety requirements.

With such exceptions as have not had a Material Adverse Effect, PTFI is not as of the date of this Agreement the subject of any Claim by any third party seeking damages, contribution, indemnification, cost recovery, compensation or injunctive relief arising from any alleged injuries or threats of injury.

Human Rights

Environment

So far as the PTII Sellers are aware, all environmental permits and approvals necessary for the conduct and operation of the activities carried out by PTFI and on the Contract Area or in connection with the activities of PTFI and on the Contract Area as presently conducted have been obtained, are in force and effect and are being complied with.

So far as the PTII Sellers are aware, there are no facts or circumstances which constitute a breach of or give rise to any liability under any Environmental Law applicable to the Grasberg Assets (whether held directly or indirectly) or PTFI.

With such exceptions as have not had a Material Adverse Effect, PTFI has not received written notice of any civil, criminal or administrative action, or other proceeding or suit under any Environmental Law applicable to the Grasberg Assets (whether held directly or indirectly) of PTFI.

With such exceptions as have not had a Material Adverse Effect, PTFI has not made any undertaking to a Governmental Authority (including any court or tribunal) concerning the Environment.

With such exceptions as have not had a Material Adverse Effect, as far as the PTII Sellers are aware, there are no facts or circumstances which could reasonably be expected to result in any Authorisation required in order for PTFI to comply with all Environmental Laws being modified, suspended, revoked or not renewed.

With such exceptions as have not had a Material Adverse Effect, PTFI has no obligation to indemnify any person against liability in connection with an Environmental Law or the Environment.

With such exceptions as have not had a Material Adverse Effect, so far as the PTII Sellers are aware, no past or present act, omission, fact or circumstance relating to the Environment is likely to give rise to:

a liability of PTFI (or any shareholder of PTFI) to perform works or to spend money, or a practical necessity to do so; or

a legal obligation or a practical requirement to cease or alter:

any activity of PTFI or its shareholders; or

any activity on the Contract Area or in relation to the Grasberg Assets.

Litigation and Claims

There is no outstanding Claim pending or (so far as the PTII Sellers are aware) threatened litigation of any kind involving:

PTFI;

any officer, employee, consultant or contractor of PTFI in connection with PTFI; or

any person for whom PTFI may be vicariously liable,

There is no unsatisfied judgment, order, arbitral award or decision of any court, tribunal or arbitrator, or unsatisfied settlement of proceedings in any court, tribunal or arbitration, against PTFI or any asset of PTFI.

The PTFI Shares

The PTFI Shares (Inalum) constitute 20.6% of the outstanding Ordinary Shares immediately following Closing.

The PTFI Shares (PTII) constitute 19.4% of the outstanding Ordinary Shares immediately following Closing.

The PTFI Shares (Inalum) have been duly authorized and, when issued and delivered in accordance with the terms of this Agreement and the PTFI Subscription Agreement, will be validly issued and fully paid and Inalum will have valid title thereto, free and clear of all Third Party Rights (other than those arising under the PTFI Subscription Agreement or the Shareholders Agreement, arising under any Constitutional Document of PTFI, arising under applicable Laws relating to securities or arising from the acts of Inalum).

The PTFI Shares (PTII) have been duly authorized and, when issued and delivered in accordance with the terms of this Agreement and the PTFI Subscription Agreement, will be validly issued and fully paid and PTII will have valid title thereto, free and clear of all Third Party Rights (other than those arising under the PTFI Subscription Agreement or the Shareholders Agreement, arising under any Constitutional Document of PTFI, arising under applicable Laws relating to securities or arising from the acts of PTII).

The authorized capital stock of PTFI consists of 300,000 Ordinary Shares. As of the date of this Agreement, there are outstanding 227,490 Ordinary Shares. All outstanding Ordinary Shares have been duly authorized and validly issued and are fully paid and non-assessable. Except as set forth in this paragraph 21.5, there are no outstanding:

shares of capital stock or voting securities of PTFI;

securities of PTFI convertible into or exchangeable for shares of capital stock or voting securities of PTFI; or

options or other rights (exercisable now or in the future and whether contingent or not) to acquire from PTFI, or other obligations of PTFI to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of PTFI.

There are no outstanding obligations of PTFI or any of the PTFI Subsidiaries to repurchase, redeem or otherwise acquire any outstanding Ordinary Shares.

PTFI does not hold or own (legally or beneficially) any shares in any other entity or Undertaking other than the PTFI Subsidiaries (as defined in the Shareholders Agreement) and is not a member of any partnership or unincorporated association.

The PTFI Subsidiaries

Each PTFI Subsidiary is validly incorporated, in existence and duly registered under the Laws of its place of incorporation.

Each PTFI Subsidiary has full legal capacity and power to own its property and to carry on its business.

Every share issued by any PTFI Subsidiary to PTFI:

was duly issued;

is, or is deemed to be, fully paid;

is held by and beneficially owned by PTFI; and

is free from any Third Party Interest.

No PTFI Subsidiary is subject to bankruptcy, reorganization, debt arrangement or other proceeding under any bankruptcy or insolvency law.

The details set out in Schedule 12 are true and accurate.

Corporate records

The copies of the Constitutional Documents of PTFI disclosed to Inalum are true, complete and up to date copies.

The copies of resolutions of PTFI disclosed to Inalum are true and complete copies of every resolution setting out rights attached to any Ordinary Share or the terms of issue of any Ordinary Share.

All rights and restrictions affecting Ordinary Shares are contained in the copy Constitutional Documents and copy resolutions referred to in paragraphs 23.1 and 23.2.

The register of shareholders of PTFI contains a true and accurate record of its shareholders from time to time.

Anti-Bribery Law, Anti-Tax Evasion Law and Sanctions

No member of the PTFI Group nor any of their Associated Persons has, at any time in the two years before the date of this Agreement engaged in any activity in violation of applicable Anti-Bribery Law or Anti-Tax Evasion Law.

Each member of the PTFI Group has in place policies, systems, controls and procedures designed to prevent it and its Associated Persons from violating applicable Anti-Bribery Law or Anti-Tax Evasion Law.

PTFI is not, nor has it, during the past five years, been:

a Sanctioned Person or owned or controlled by a Sanctioned Person, or a holder of more than 10% of Equity Interests in a Sanctioned Person, and that none of its officers or directors are or have, during the past five years, been Sanctioned Persons;

party to or facilitated any agreement, transaction, dealing or relationship (i) with or for the benefit of, or otherwise made available any funds or economic resources to, any Sanctioned Person, (ii) involving any property of a Sanctioned Person or (iii) relating to any Sanctioned Territory;

in breach of, or subject to any penalties under, any Economic Sanctions Law; or

subject to any actual litigation, legal action, claim, demand, suit, arbitration, investigation, inquiry, hearing, order or other proceeding or administrative act related to any Economic Sanctions Law by or before any Governmental Authority.

Insolvency etc.

PTFI is not subject to any bankruptcy, reorganization, debt arrangement or other proceeding under any bankruptcy or insolvency law.

Financial Matters

The Last Accounts (PTFI). The Last Accounts (PTFI):

have been prepared in good faith and with all due care and attention and in accordance with relevant Law and accounting policies, statements and practices;

present fairly, in all material respects, the financial position of PTFI as at the Last Accounts Date (PTFI) and its financial performance and cash flows for the financial year ended on that date; and

have been prepared in accordance with the same accounting policies as were applied in the corresponding accounts for the preceding three financial periods.

Since the Last Accounts Date (PTFI), PTFI has:

carried on its business, in all material respects, in the ordinary and usual course of business;

not declared, authorised, paid or made any dividend or other distribution (other than as disclosed in the Disclosure Materials);

not reduced its paid-up share capital; and

otherwise than in accordance with the terms of this Agreement and the PTFI Subscription Agreement, not issued or agreed to issue any share or loan capital.

All records of PTFI which relate to the Business of PTFI (including financial records such as accounts, books and ledgers):

are in its possession and control; and

have been fully and properly maintained in accordance with Law.

So far as the PTII Sellers are aware, all documents, filings, publications and registrations required by Law to be delivered or made by PTFI to a Governmental Authority have been duly delivered or made on a timely basis.

Regulator Matters

With such exceptions as have not had a Material Adverse Effect, PTFI has not received any written notice from a Governmental Authority in the 12 months before the date of this Agreement alleging that PTFI does not have any licence, permission, authorisation (public or private) or consent required for carrying on its business effectively in the places and in the manner in which it is carried on at the date of this Agreement in accordance with all Laws.

With such exceptions as have not had a Material Adverse Effect, in the 12 months before the date of this Agreement there has been no default by PTFI under any order, decree or judgment of any court or any governmental or regulatory authority in the jurisdiction in which it is incorporated which applies to PTFI.

Time Limits. Neither PTII Seller shall be liable for any PTII Sellers’ Warranty Claim unless the PTII Sellers receive from Inalum written notice (as soon as reasonably practicable after Inalum becomes aware of the fact, matter or circumstance reasonably likely to give rise to such PTII Sellers’ Warranty Claim) containing specific details of the PTII Sellers’ Warranty Claim including Inalum’s estimate (on a without prejudice basis) of the amount of the PTII Sellers’ Warranty Claim before the third anniversary of the date of the Closing.

Thresholds for PTII Sellers’ Warranty Claims. Neither PTII Seller shall be liable:

for any single PTII Sellers’ Warranty Claim unless the amount of its liability for that PTII Sellers’ Warranty Claim would exceed US$3,500,000.00; and

for any PTII Sellers’ Warranty Claims unless the aggregate amount of its liability for all PTII Sellers’ Warranty Claims to the extent not excluded by sub paragraph (a) would exceed US$10,000,000.00,

Maximum limit for all PTII Sellers’ Warranty Claims. The aggregate amount of the liability for the PTII Sellers in total for PTII Sellers’ Warranty Claims for breach of any of the PTII Sellers’ Warranties (other than Fundamental Warranties) shall not exceed US$100,000,000.00; provided that the aggregate amount of the liability for the PTII Sellers for all amounts under Clause 11.1 and 11.2 and in respect of all PTII Sellers’ Warranties shall not exceed US$350,000,000.00.

PTII Sellers’ Warranty Claim to be withdrawn unless arbitration commenced. Any PTII Sellers’ Warranty Claim by Inalum shall (if it has not been previously satisfied, settled or withdrawn) be deemed to have been withdrawn six months after the notice is given pursuant to paragraph 1 of this Schedule 5, unless arbitration proceedings in respect of it have been commenced. No new PTII Sellers’ Warranty Claim may be made in respect of the facts, matters, events or circumstances giving rise to any such withdrawn PTII Sellers’ Warranty Claim following the third anniversary of the date of the Closing.

Matters disclosed. Neither PTII Seller shall be liable for any PTII Sellers’ Warranty Claim if and to the extent that the fact, matter, event or circumstance giving rise to such PTII Sellers’ Warranty Claim is disclosed by this Agreement or any document disclosed or referred to in the Disclosure Materials (including as to quantum).

Matters provided for or taken into account in the Last Accounts. Neither PTII Seller shall be liable for any PTII Sellers’ Warranty Claim if and to the extent that the fact, matter, event or circumstance giving rise to the PTII Sellers’ Warranty Claim is disclosed, allowed, provided or reserved for in the Last Accounts (PTII) or Last Accounts (PTFI).

No liability for Claims arising from acts or omissions of the relevant person. Neither PTII Seller shall be liable for any Claim to the extent that it would not have arisen but for, or has been increased or not reduced as a result of, any act, omission or transaction carried out:

after Closing, by PTII (or its respective directors, employees or agents) outside the ordinary and usual course of business of PTII as at Closing;

before Closing, by any member of the PTII Sellers’ Group or PTII acting in accordance with the written direction or request or in accordance with the written approval of Inalum or any member of the Inalum Group; or

at any time, by Inalum or any member of the Inalum Group (other than PTII).

Parties’ duty to mitigate. Each of the PTII Sellers, on the one hand and Inalum, on the other hand, shall procure that all reasonable steps are taken to avoid or mitigate any Loss or damage which it may suffer in consequence of any breach by the other of the terms of this Agreement or any fact, matter, event or circumstance likely to give rise to a Claim.

Recovery from third party after payment from relevant Party(ies). Where either PTII Seller has made a payment to Inalum in relation to any Claim and Inalum or any member of the Inalum Group is entitled to recover (whether by insurance, payment, discount, credit, Relief received or otherwise) from a third party a sum which indemnifies or compensates Inalum or any member of the Inalum Group (in whole or in part) in respect of the Loss which is the subject of a Claim, Inalum or relevant member of the Inalum Group shall (a) promptly notify the PTII Sellers of the fact and provide such information as the PTII Sellers may reasonably require, (b) take all reasonable steps or proceedings as the PTII Sellers may require to enforce such right, and (c) pay to the relevant PTII Seller as soon as practicable after receipt an amount equal to the amount recovered from the third party (net of Taxation on, and less any reasonable Costs of, such recovery).

No liability for changes in legislation, Tax rules or accounting policy. Except where the change or enactment was announced as at the date of this Agreement, neither PTII Seller shall be liable for any PTII Sellers’ Warranty Claim if and to the extent it is attributable to, or the amount of such PTII Sellers’ Warranty Claim is increased as a result of, any (a) legislation not in force at the date of this Agreement, (b) change of Law (or any change in interpretation on the basis of case law), regulation, directive, requirement or administrative practice after the date of this Agreement, (c) change in the rates of Taxation in force at the date of this Agreement or any imposition of any Taxation or any withdrawal of Relief not in effect at the date of this Agreement, or (d) changes in accounting policy, basis or practice of Inalum or PTII introduced or having effect after the date of this Agreement.

No double recovery. Neither of the PTII Sellers, on the one hand nor Inalum, on the other hand, shall be entitled to recover damages or obtain payment, reimbursement, restitution or indemnity more than once in respect of any one Loss to the extent that the same Loss has been recovered in another Claim or the subject of the Claim is made good or is compensated for without cost to that Party.

Excluded loss. Neither of the PTII Sellers, Inalum nor any member of the PTII Sellers’ Group or the Inalum Group shall be entitled to claim for any loss of profit (except to the extent constituting direct damages), diminution of value (except to the extent constituting direct damages), and in each case the Parties agree that a diminution in value of PTFI or any shares held in PTFI is a Loss capable of being recovered from the PTII Sellers to the extent that diminution in value is attributable to direct damages, loss of goodwill or possible business after Closing, whether actual or prospective, or for any punitive, special, indirect or consequential loss.

Inalum’s knowledge. Neither PTII Seller shall be liable for any PTII Sellers’ Warranty Claim if and to the extent that any of the persons listed in Clause 2(k) of Schedule 16 was actually aware before the date of this Agreement of the fact, matter, event or circumstance which is the subject matter of the PTII Sellers’ Warranty Claim.

Seller to have opportunity to remedy breaches. If a breach of the PTII Sellers’ Warranties is capable of remedy, Inalum shall only be entitled to compensation if it gives the PTII Sellers written notice of the breach and the breach is not remedied within 30 days after the date on which such notice is served on the PTII Sellers. Without prejudice to its duty to mitigate any loss, Inalum shall (or shall procure that any relevant member of the Inalum Group shall) provide all reasonable assistance to the PTII Sellers (or either PTII Seller as applicable) to remedy any such breach.

FCX Percentage Share. The PTII Sellers’ liability in relation to a Claim of Losses suffered in respect of PTFI (including a PTII Sellers’ Warranty Claim) is limited to an amount calculated by multiplying the amount of such Loss of PTFI by (i) if the relevant Loss is finally incurred by PTFI prior to the end of the Initial Period (as defined in the Shareholders Agreement), 9.36% and (ii) if the relevant Loss is finally incurred by PTFI following the end of the Initial Period (as defined in the Shareholders Agreement), 5.616%.

Inalum is validly incorporated, in existence and duly registered under the laws of its jurisdiction of incorporation and has full power to conduct its business as conducted at the date of this Agreement.

Inalum has full legal capacity and power to enter into the Transaction Documents to which it is a party.

Inalum has obtained all corporate Authorisations and all other governmental, statutory, regulatory or other consents, licences and Authorisations required to empower it to enter into and perform its obligations under the Transaction Documents, where failure to obtain them would materially and adversely affect its ability to enter into and perform its obligations under the Transaction Documents.

Entry into and performance by Inalum of the Transaction Documents will not:

breach any provision of its Constitutional Documents;

result in a breach of any Laws or regulations in its jurisdiction of incorporation or of any order, decree or judgment of any court or any governmental or regulatory authority, where any such breach would adversely affect to a material extent its ability to enter into or perform its obligations under the Transaction Documents;

breach the terms of any other agreement contract, undertaking or instrument binding on Inalum, where (in any case) the breach would materially and adversely affect its ability to enter into or perform its obligations under the Transaction Documents to which it is a party; or

contravene any Third Party Rights and does not and will not result in the creation or imposition of any Third Party Rights, the acceleration of the date of any payment or obligation under any Third Party Rights or any other material restriction under the provisions of any Third Party Rights which would (in any case) materially and adversely affect its ability to enter into or perform its obligations under the Transaction Documents to which it is a party.

Other than the Transaction Approvals, entry into and performance by Inalum of the Transaction Documents does not require the consent or approval of any court, governmental or regulatory authority in any jurisdiction.

The Transaction Documents will, when executed, constitute valid and binding obligations of Inalum, enforceable against Inalum in accordance with its terms, subject to any necessary stamping or registration.

Neither execution of any of the Transaction Documents to which Inalum is a party nor Closing, assuming satisfaction of each of the Conditions Precedent, will be or become a transaction which is voidable under any Law.

There is no circumstance with respect to Inalum which could make any of the Transaction Documents to which Inalum is a party or any transaction contemplated by them void, voidable or unenforceable under any Law relating to insolvency.

No litigation, arbitration, mediation, conciliation or administrative proceeding is taking place or pending or threatened, whose outcome is likely to have an adverse effect on the ability of Inalum to perform its obligations to carry out the transactions that this Agreement contemplates.

Inalum is not insolvent or bankrupt under the laws of its jurisdiction of incorporation, unable to pay its debts as they fall due or has proposed or is liable to any arrangement (whether by court process or otherwise) under which its creditors (or any group of them) would receive less than the amounts due to them. There are no proceedings in relation to any compromise or arrangement with creditors or any winding up, bankruptcy or insolvency proceedings concerning Inalum and no events have occurred which would justify such proceedings. No steps have been taken to enforce any security over any assets of Inalum and no event has occurred to give the right to enforce such security.

Inalum is not aware of any facts or circumstances which could reasonably be expected to result in a Claim being made against a Seller or any misrepresentation by or on behalf of a PTII Seller in connection with the Divestment Transaction.

So far as Inalum is aware, no member of the Inalum Group nor any of their Associated Persons has, at any time in the two years before the date of this Agreement engaged in any activity in violation of applicable Anti-Bribery Law or Anti-Tax Evasion Law.

Each member of the Inalum Group has in place policies, systems, controls and procedures designed to prevent it and its Associated Persons from violating applicable Anti-Bribery Law or Anti-Tax Evasion Law.

Inalum is not and has not, during the past five years, been:

a Sanctioned Person or owned or controlled by a Sanctioned Person, or a holder of more than 10% of Equity Interests in a Sanctioned Person, and that none of its officers or directors are or have, during the past five years, been Sanctioned Persons;

party to or facilitated any agreement, transaction, dealing or relationship (i) with or for the benefit of, or otherwise made available any funds or economic resources to, any Sanctioned Person, (ii) involving any property of a Sanctioned Person or (iii) relating to any Sanctioned Territory;

in breach of, or subject to any penalties under, any Economic Sanctions Law; or

subject to any actual litigation, legal action, claim, demand, suit, arbitration, investigation, inquiry, hearing, order or other proceeding or administrative act related to any Economic Sanctions Law by or before any Governmental Authority.

PTFI will acquire all of the issued share capital of PTRTI pursuant to the PTRTI Buyout Agreement, free and clear of all Third Party Rights.

The Participation Agreement is a legal, valid and binding obligation of PTRTI, enforceable in accordance with its terms, and PTRTI holds its interest in the Participation Agreement free and clear of all Third Party Rights.

PTII has full legal capacity and power to enter into the Transaction Documents to which it is a party.

PTII has obtained all corporate or company authorisations required to empower it to enter into and perform its obligations under the Transaction Documents to which it is a party where failure to obtain them would adversely affect its ability to enter into or perform its obligations under the Transaction Documents to which it is a party.

Entry into and performance by PTII of each Transaction Document to which it is a party will not (a) breach any provision of its Constitutional Documents, (b) result in a breach of any Laws or regulations of the Republic of Indonesia or of any order, decree or judgment of any court or any governmental or regulatory authority in the Republic of Indonesia, (c) breach the terms of any other agreement, contract, undertaking or instrument binding on PTII, where (in any case) the breach would materially and adversely affect its ability to enter into or perform its obligations under the Transaction Documents to which it is a party or (d) contravene any Third Party Rights and does not and will not result in the creation or imposition of any Third Party Rights, the acceleration of the date of any payment or obligation under any Third Party Rights or any other material restriction under the provisions of any Third Party Rights which would (in any case) materially and adversely affect its ability to enter into or perform its obligations under the Transaction Documents to which it is a party.

Each Transaction Document to which it is a party will, when executed, constitute valid and binding obligations of PTII, enforceable against PTII in accordance with its terms, subject to any necessary stamping or registration.

Neither execution of any of the Transaction Documents to which PTII is a party nor, assuming satisfaction of each of the Conditions Precedent, Closing will be or become a transaction which is voidable under any Law.

There is no circumstance with respect to PTII which could make any of the Transaction Documents to which PTII is a party or any transaction contemplated by them void, voidable or unenforceable under any Law relating to insolvency.

No litigation, arbitration, mediation, conciliation or administrative proceeding is taking place or pending or, to the knowledge of PTII, threatened, whose outcome is likely to have an adverse effect on the ability of PTII to perform its obligations to carry out the transactions that this Agreement contemplates.

Neither PTII nor any member of the PTII Group is insolvent or bankrupt under the Laws of its jurisdiction of incorporation, unable to pay its debts as they fall due or has proposed or is liable to any arrangement (whether by court process or otherwise) under which its creditors (or any group of them) would receive less than the amounts due to them. There are no proceedings in relation to any compromise or arrangement with creditors or any winding up, bankruptcy or insolvency proceedings concerning PTII or any member of the PTII Group and no events have occurred which would justify such proceedings.

So far as PTII is aware, no member of the PTII Group nor any of their Associated Persons has, at any time in the two years before the date of this Agreement engaged in any activity in violation of applicable Anti-Bribery Law or Anti-Tax Evasion Law.

Each member of the PTII Group has in place policies, systems, controls and procedures designed to prevent it and its Associated Persons from violating applicable Anti-Bribery Law or Anti-Tax Evasion Law.

PTII is not and has not, during the past five years, been:

a Sanctioned Person or owned or controlled by a Sanctioned Person, or a holder of more than 10% of Equity Interests in a Sanctioned Person, and that none of its officers or directors are or have, during the past five years, been Sanctioned Persons;

party to or facilitated any agreement, transaction, dealing or relationship (i) with or for the benefit of, or otherwise made available any funds or economic resources to, any Sanctioned Person, (ii) involving any property of a Sanctioned Person or (iii) relating to any Sanctioned Territory;

in breach of, or subject to any penalties under, any Economic Sanctions Law; or

subject to any actual litigation, legal action, claim, demand, suit, arbitration, investigation, inquiry, hearing, order or other proceeding or administrative act related to any Economic Sanctions Law by or before any Governmental Authority.

Confirmation of OSS registration of PTFI and PTII.

Ministry of Law and Human Rights approval for increase in authorised capital of PTFI

MEMR approval of:

the transfer of all of FCX’s shares in PTFI to a fully owned Singapore-incorporated subsidiary of FCX (which condition may be waived by FCX (and no other Party));

the PTFI Subscription;

the change in control of PTFI caused by the Divestment Transaction;

the change to the board of directors and board of commissioners of PTFI as contemplated under this Agreement and the Shareholders Agreement;

the change to the Articles of Association of PTFI as contemplated under this Agreement and the Shareholders Agreement.

Izin Pinjam Pakai Kawasan Hutan (Borrow Use Permit for a Forest Area).

Issuance of DELH and resolution of environmental issues in Decrees 172 and 175 in a manner satisfactory to the Parties.

Approval of an amendment to PTFI’s B3 Disposal License(s) relating to tailings activities pursuant to Government Regulation No. 101 of 2014 on Management of B3 Waste.

Extension of Export Approval for concentrates.

SCHEDULE 1

Adherence Agreement To Shareholders Agreement

SCHEDULE 2

Long Term Investment Plan

SCHEDULE 3

[Intentionally omitted]

SCHEDULE 4

Articles

SCHEDULE 5

Company Subsidiaries

SCHEDULE 6

Form of draft Annual Operating Plan and Annual Financial Plan

SCHEDULE 7

Dividend Policy

SCHEDULE 8

Operating Committee Authority

SCHEDULE 9

Agreed form of Freeport Services Agreement(s)

SCHEDULE 10

Economics Replacement During the Initial Period

PT Freeport Indonesia, a limited liability company established under the laws of the Republic of Indonesia with its domicile at Plaza 89 Lt. 5, Jl. H.R. Rasuna Said Kay. X-7 No. 6, Jakarta 12940, Indonesia (the “Company”);

PT Indocopper Investama, a limited liability company established under the laws of the Republic of Indonesia with its domicile at Plaza 89 Lt. 5, Jl. H.R. Rasuna Said Kay. X-7 No. 6, Jakarta 12940, Indonesia, which will change its name to [•] as soon as practicable after the date of this Agreement (“Inalum SPV”);

[Freeport Shareholder], a [•] established under the laws of [•], with its principal place of business at [•] (“Freeport Shareholder” and, together with any of its Affiliates that become Shareholders, “Freeport”); and

PT Indonesia Asahan Aluminium (Persero), a limited liability company established under the laws of Indonesia whose registered office is at the Energy Building, 19th Floor, SCBD – Lot 11A, Jl. Jend. Sudirman Kav 52-53, Jakarta, 12190 (“Inalum” and together with Inalum SPV and their respective Affiliates that become Shareholders, “Inalum Group”).

Inalum, Inalum SPV, Freeport Shareholder and the Company (collectively, the “Parties” and each a “Party”) desire to have a mutually beneficial, constructive and substantive long term partnership pursuant to which, as of the date hereof, the Inalum Group owns 51.232 percent (51.232%) of the Shares.

The Shareholders acknowledge that the relationship between the Shareholders in respect of the Company shall balance the shared objective of active participation from all Shareholders, where Inalum Group and Freeport manage the governance of the Company, and where Freeport will continue to manage the operations of the Company and Inalum Group will have an appropriate and meaningful role in the operations of the Company, each in accordance with the principles set out in this Agreement.

The Parties share an objective of high standards for corporate governance and social and environmental responsibility in respect of the Company.

The Parties desire to enter into this Agreement to govern certain of their rights, duties and obligations.

DEFINITIONS; INTERPRETATION

Definitions

an authorisation, consent, declaration, exemption, notarisation or waiver, however it is described; and

in relation to anything that could be prohibited or restricted by any Applicable Law if a Government Authority acts in any way within a specified period, the expiry of that period without that action being taken.