Vedanta Resources : Cash Offer Declared Unconditional

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION.

4 September 2018

RECOMMENDED CASH OFFER

for

Vedanta Resources Plc

by

Volcan Investments Limited

Offer Unconditional in All Respects and Intention to Procure Delisting

On 03 September 2018, Volcan Investments Limited ("Volcan Investments") declared the recommended cash offer (the "Offer") by Volcan Investments for Vedanta Resources Plc ("Vedanta Resources") unconditional in all respects and announced an intention to procure the delisting of Vedanta Resources, which is expected to occur on 1st October 2018, 20 Business Days from the date of such announcement. The Offer remains open until further notice, and Vedanta Resources encourages all remaining shareholders to accept into the Offer.

The Offer has been progressed expeditiously, and the Group simplification strategy has been well received by independent shareholders, with valid acceptances received for approximately 77.04 per cent of the ordinary share capital of Vedanta Resources ("Vedanta Shares") to which the Offer relates by the First Closing Date. Volcan Investments now either holds, or has now received acceptances in respect of, an aggregate of 260,217,947 Vedanta Shares, representing approximately 92.31 per cent of the existing issued share capital of Vedanta Resources.

Vedanta Resources will continue to own a majority stake in both Vedanta Limited and Konkola Copper Mines Plc, and will continue to operate at its same high corporate disclosure and governance standards.

Vedanta Limited will continue as the primary listed vehicle of the Group, offering investors an opportunity to invest at a level close to where the Group's diversified operating cash flows are generated. The Group's strategic priority of leadership in diversified natural resources underpinned by growth, while maintaining a flexible capital structure, remains unchanged.

Commenting on the Offer, Mr Anil Agarwal said:

"We are pleased to confirm the initiation of the delisting process, and are encouraged to have secured widespread investor support and buy-in for the Offer. This reflects a strong endorsement of our strategy of corporate simplification. While Vedanta Resources will continue as our mining holding company for the Group, Vedanta Limited will now be the main principal listed vehicle within the Group for equity investments, and will continue to provide a broad exposure to the Indian sub-continent and Africa's natural resources investment theme reflected in our strategy."

Commenting on the Offer, Mr Deepak Parekh, Senior Independent Director and Chairman of the Independent Committee, said:

"We are pleased that this process has progressed seamlessly, and we look forward to Vedanta PLC's continued corporate development."

For further information, please contact:

About Vedanta Resources

Vedanta Resources plc ("Vedanta") is a London listed diversified global natural resources company. The group produces aluminium, copper, zinc, lead, silver, iron ore, oil & gas and commercial energy. Vedanta has operations in India, Zambia, Namibia and South Africa. With an empowered talent pool globally, Vedanta places strong emphasis on partnering with all its stakeholders based on the core values of trust, sustainability, growth, entrepreneurship, integrity, respect and care.To access the Vedanta Sustainable Development Report 2017, please visithttp://www.vedantaresources.com/media/214366/vedanta_sd_report_2016-17.pdf.For more information on Vedanta Resources, please visitwww.vedantaresources.com

Vedanta Resources LEI Number: 2138007MYEKPEAZQTW83

Important Notice

This announcement is for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Offer or otherwise, nor shall there be any sale, issuance or transfer of securities of Vedanta Resources in any jurisdiction in contravention of applicable law. This announcement does not constitute a prospectus or prospectus equivalent document.

The Offer is made solely by means of the Offer Document and, in respect of Vedanta Shares held in certificated form, the Form of Acceptance accompanying the Offer Document, which contains the full terms and conditions of the Offer including details of how to accept the Offer. Any approval, acceptance, decision or other response to the Offer should be made only on the basis of the information in the Offer Document and, in respect of Vedanta Shares held in certificated form, the Form of Acceptance. Vedanta Shareholders are strongly advised to read the formal documentation in relation to the Offer.

J.P. Morgan Securities plc (which conducts its UK investment banking business as J.P. Morgan Cazenove) ("J.P. Morgan Cazenove") which is authorised in the United Kingdom by the Prudential Regulation Authority ("PRA") and regulated in the United Kingdom by the PRA and the FCA, is acting as financial adviser exclusively for Volcan Investments and no one else in connection with the Offer and will not regard any other person as its client in relation to the Offer and will not be responsible to anyone other than Volcan Investments for providing the protections afforded to clients of J.P. Morgan Cazenove or its affiliates, nor for providing advice in connection with the Offer or any matter referred to herein.

Credit Suisse International ("Credit Suisse"), which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, is acting as financial adviser exclusively for Volcan Investments and no one else in connection with the matters set out in this announcement and will not be responsible to any person other than Volcan Investments for providing the protections afforded to clients of Credit Suisse, nor for providing advice in relation to the content of this announcement or any matter referred to herein. Neither Credit Suisse nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Credit Suisse in connection with this announcement, any statement contained herein or otherwise.

Lazard & Co., Limited ("Lazard"), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively as financial adviser to the Independent Committee and no one else in connection with the Offer and will not be responsible to anyone other than the Independent Committee for providing the protections afforded to clients of Lazard nor for providing advice in relation to the Offer or any other matters referred to in this announcement. Neither Lazard nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Lazard in connection with this announcement, any statement contained herein or otherwise.

Overseas Jurisdictions

This announcement has been prepared in accordance with English law and the Code and the information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England. The statements contained in this announcement are made as at the date of this announcement, unless some other time is specified in relation to them, and there shall be no implication that there has been no change in the facts set forth in this announcement since such date.

The release, publication or distribution of this announcement and the availability of the Offer in or into jurisdictions other than the United Kingdom may be affected by the laws and regulations of those jurisdictions. Persons who are not resident in the United Kingdom, or who are subject to the laws of any jurisdiction other than the United Kingdom, should inform themselves about, and observe any applicable requirements. Any person (including, without limitation, nominees, trustees and custodians) who would, or otherwise intends to, forward this announcement, the Offer Document or any accompanying document to any jurisdiction outside the United Kingdom should refrain from doing so and seek appropriate professional advice before taking any action. Any failure to comply with the applicable legal or regulatory requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Offer disclaim any responsibility and liability for the violation of such restrictions by any person. Further details in relation to Overseas Shareholders are contained in the Offer Document.

The Offer is not made, directly or indirectly, in or into or by use of the mails or any other means or instrumentality (including, without limitation, telephonic or electronic) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of, a Restricted Jurisdiction, and no person may accept the Offer by any such use, means, instrumentality or facility or from within a Restricted Jurisdiction. Accordingly, copies of this announcement and the formal documentation relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded or distributed in, into or from a Restricted Jurisdiction and persons receiving this announcement (including custodians, nominees and trustees) must not distribute or send it into or from a Restricted Jurisdiction.

Important information for US shareholders

Vedanta Resources is a public limited company incorporated in England. The Offer is made to Vedanta Shareholders in the United States in compliance with the applicable US tender offer rules under the US Securities Exchange Act of 1934, as amended (the "US Exchange Act"), including Regulation 14E thereunder, and securities laws and otherwise in accordance with the requirements of English law, the Code, the Panel, the London Stock Exchange and the FCA. Accordingly, the Offer is subject to disclosure and other procedural requirements, including with respect to withdrawal rights, the offer timetable, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer law and practice. Vedanta Resources' financial information, including any included in the offer documentation, has not been prepared in accordance with US generally accepted accounting principles, or derived therefrom, and may therefore differ from, and not be comparable with, financial information of US companies. The Offer is made in the United States by Volcan Investments and no one else.

Neither the US Securities Exchange Commission nor any US state securities commission has approved or disapproved the Offer or passed upon the adequacy or completeness of this announcement. It may be difficult for US holders of Vedanta Resources securities to enforce their rights under any claim arising out of the US federal securities laws, since Volcan Investments and Vedanta Resources are located outside the United States, and some or all of their officers and directors may be resident outside the United States. US Vedanta Shareholders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement and a US court may lack jurisdiction over such persons.

The receipt of cash pursuant to the Offer may have tax consequences in the United States and under other applicable tax laws and such consequences, if any, are not described herein. US Vedanta Shareholders are urged to consult with their own legal, tax and financial advisers in connection with making a decision regarding the Offer.