Eurasian Natural Resources Corporation : Notice of General Meeting on 18 December 2013

28 November 2013

Eurasian Natural Resources Corporation PLC

Notice of General Meeting

Wednesday 18 December 2013 at 9.30 a.m. (London time)

This document gives notice of a Eurasian Natural Resources Corporation PLC General Meeting and sets out resolutions to be voted on at the meeting.

If you are in any doubt as to the action you should take, it is recommended that you seek your own advice immediately from your stockbroker, bank manager, solicitor, accountant or other appropriate independent professional adviser authorised under the Financial Services and Markets Act 2000 if you are resident in the United Kingdom or if not, from another appropriate authorised independent professional adviser.

If you have sold or transferred all of your shares in the Company, please pass this document together with the accompanying documents to the purchaser, transferee or to the agent through whom the transfer was effected, for transmission to the purchaser or transferee.

01 Letter from the Chief Executive Officer

02 Notice of the General Meeting

03 Information about the General Meeting

Page 1 of 7

It gives me great pleasure to invite you to a General Meeting of Eurasian Natural Resources Corporation PLC (the 'Company') which will be held at the offices of Jones Day, 21 Tudor Street, London EC4Y 0DJ on Wednesday 18 December 2013 at 9.30 a.m. (London time) (the

'Meeting'). The formal notice convening the Meeting (the 'Notice') is set out on page 2 of this

document.

If you are not able to attend the meeting in person, please complete the enclosed Form of Proxy and return it to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY in the reply-paid envelope provided. CREST members may use the CREST electronic proxy appointment service to submit their proxy appointment in respect of the Meeting.

Please note that all proxy forms and appointments, whether postal or electronic, must be received by no later than 9.30 a.m. (London time) on Monday 16 December 2013.

The Directors believe that the resolutions set out in the Notice are in the best interests of the Company and its shareholders as a whole and recommend that shareholders vote in favour of all the resolutions. If I or any of my fellow Directors are appointed as proxy, we will, of course, vote in accordance with any instructions given to us. If we are given discretion as to how to vote, we will vote in favour of each of the resolutions to be proposed at the Meeting.

Yours faithfully,

Felix Vulis

Chief Executive Officer

25 November 2013

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NOTICE IS HEREBY GIVEN that a GENERAL MEETING of Eurasian Natural

Resources Corporation PLC (the 'Company') will be held at the offices of Jones Day, 21

Tudor Street, London EC4Y 0DJ on Wednesday 18 December 2013 at 9.30 a.m (London

time) for the following purposes:

To consider and, if thought fit, pass the following resolutions (all as special resolutions):

1. THAT the Company be re-registered as a private limited company under the Companies Act 2006 by the name of Eurasian Natural Resources Corporation Limited.

2. THAT the regulations contained in the document submitted to the meeting and for the purposes of identification signed by the chairperson be approved and adopted as the articles of association of the Company in substitution for and to the exclusion of the existing articles of association.

3. THAT the voluntary delisting of the Company's ordinary shares from the Kazakhstan Stock Exchange be approved and that the listing on the Kazakhstan Stock Exchange be cancelled.

25 November 2013

By order of the Board

Felix Vulis

Chief Executive Officer

Registered Office:

Eurasian Natural Resources Corporation PLC

16 St James's Street

London SW1A 1ER United Kingdom

Incorporated in England and Wales with the

Registered Number 06023510

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1 Shareholders are entitled to appoint a proxy to exercise all or any of their rights to attend and to speak and vote on their behalf at the meeting. A shareholder may appoint more than one proxy in relation to the Meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder. A proxy need not be a shareholder of the Company.
2 A Form of Proxy is enclosed with this notice. The appointment of a proxy will not prevent a member from subsequently attending and voting at the meeting in person. In the case of joint ho lders, any one holder may vote. If more than one holder is present at the meeting, only the vote of the senior holder will be accepted, seniority being determined by the order in which the names appear on the register. A space has been included in the Form of Proxy to allow members to specify the number of shares in respect of which that proxy is appointed. Shareholders who return the form duly executed but leave the space blank will be deemed to have appointed the proxy in respect of all of their shares. Shareholders who wish to appoint more than one proxy in respect of their shareholding should contact the Company's Registrars Computershare Investor Services PLC on +44 (0) 870 707 1724 for additional Forms of Proxy, or may photocopy the form of proxy provided with this document. Shareholders should indicate on each form of proxy the name of the proxy being appointed and the number of ordinary shares in the Company in respect of which the proxy is being appointed. All Forms of Proxy should be returned in the same envelope.
3 To appoint a proxy either (a) a Form of Proxy and any power of attorney or other authority under which it is executed (or a duly certified copy of such power or authority) must be deposited at the Company's Registrars Computershare Investor Services PLC on +44 (0) 870 707 1724 or (b) the proxy appointment must be lodged using the CREST Proxy Voting Service in accordance with notes 8 to 11 below, in each case so as to be received no later than 48 hours (excluding any part of a day that is not a working day) before the time of the holding of the Meeting or any adjournment thereof.

4 The right to appoint a proxy does not apply to persons whose shares are held on their behalf by another person and who have been nominated to receive communications from the Company in accordance with Section 146 of the Companies Act 2006 ('nominated persons'). Nominated persons may have a right under an agreement with the member who holds the shares on their behalf to be appointed (or to have someone else appointed) as a proxy. Alternatively, if a nominated person does not have such a right, or does not wish to exercise it, they may have a right under such an agreement to give instructions to the person holding the shares as to the exercise of voting rights.

5 Any corporation which is a member of the Company can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares.

6 To be entitled to attend and vote at the Meeting and for the purpose of the determination by the Company of the votes they may cast, shareholders must be registered in the register of members of the Company at 9.30 a.m. (London time) on Monday 16 December 2013 (or, in the event of any adjournment, on the date which is 48 hours (excluding any part of a day that is not a working day) before the time of the adjourned meeting). Changes to the register of members after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the meeting.

7 The issued share capital of the Company at Friday 22 November 2013 was 1,287,750,000 ordinary shares.

8 CREST members who wish to appoint a proxy or proxies for the Meeting (and any adjournment thereof) may do so through the CREST electronic proxy appointment procedures described in the CREST Manual. CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
9 In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a 'CREST Proxy Instruction') must be properly authenticated in accordance with Euroclear UK & Ireland Limited's specifications, and must contain the information required for such instruction, as described in the CREST manual. The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously

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appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer's agent (ID
3RA50) by the latest times for the receipt of proxy appointments as stated in this Notice of Meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST Application Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time, any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
10 CREST members and, where applicable, their CREST sponsors, or voting service providers should note that Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular message. Normal system timings and limitations will, therefore, apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or if the CREST member is a CREST personal member, or sponsored member, or has appointed a voting service provider, to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting system providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
11 The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in
Regulation 35(5)(a) of the Uncertified Securities Regulations 2001.

12 Each of the resolutions to be put to the meeting will be voted on by poll and not by show of hands. A poll reflects the number of voting rights exercisable by each member and so the Board considers it a more democratic method of voting.

13 All shareholders and their proxies have the right to ask questions at the meeting. When invited by the Chairman, a shareholder wishing to ask a question should wait for a Company representative to bring a microphone. Questions may not be answered at the meeting if (a) to do so would interfere unduly with the business the meeting or involve the disclosure of confidential information, (b) the answer has already been given on a website in the form of an answer to a question, or (c) it is undesirable in the interests of the Company or the good order of the meeting that the question be answered. The Chairman may also nominate a Company representative to answer a specific question after the meeting or refer to the response given on the website.

14 We ask all those present at the Meeting to facilitate the orderly conduct of the meeting. If orderly conduct of the meeting is threatened by a person's behaviour, we reserve the right to require that person to leave. For security reasons, all hand luggage may be subject to examination prior to the entry to the Meeting. Cameras, tape recorders, laptop computers and similar equipment may not be taken into the Meeting.

15 Shareholders are advised that, unless otherwise stated, any telephone number, website and email address set out in this notice of meeting, Form of Proxy or Chairman's letter should not be used for the purpose of serving notice on the Company, including the service of documents or information relating to the proceedings at the Company's Meeting.

16 Shareholders will find a Form of Proxy for use at the Meeting included with this document. Whether or not shareholders propose to attend the Meeting, it is important that they complete, sign and return the Form of Proxy. This will not prevent you from attending and voting at the Meeting in person if you wish. A shareholder may appoint more than one proxy in relation to the meeting, provided that each proxy is appointed to exercise the rights attaching to different shares held by him.
17 To be valid, the Form of Proxy must be lodged with Computershare Investor Services PLC, the Company's Registrar, in hard copy form (by post, by courier or by hand) at the Pavilions, Bridgwater Road, Bristol BS99 6ZY, so that it is received no later than 9.30 a.m. (London time) on Monday 16
December 2013 (or, if the meeting is adjourned, 48 hours (excluding any part of a day that is not a working day) before the time fixed for the adjourned meeting). Shareholders, who hold their shares in CREST may, if preferred, give their instructions electronically via CREST.

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Eurasian Natural Resources Corporation PLC
Wednesday 18 December 2013 at 9.30 a.m. (London time) Jones Day
21 Tudor Street
London EC4Y 0DJ United Kingdom
Phone: +44.20.7039.5959
Fax: 44.20.7039.5999
Website: www.jonesday.com

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