CHINALCO MINING CORPORATION INTERNATIONAL Charter of Nomination Committee 1. Establishment

The establishment and formation of a Nomination Committee (hereinafter referred to as the "Nomination Committee") has been approved by the Board of Directors of Chinalco Mining Corporation International (the "Company").

2. Composition of Nomination Committee

2.1 Members of the Nomination Committee shall be directors appointed by the Board of Directors. The quorum of a meeting shall be two if there be two or more members and one if there be one member provided that such one member is the Chairman of the Board of Directors and the business to be considered at the meeting is in relation to the nomination of candidates for appointment as director to fill up the casual vacancies that may be created by termination of office of directors who were previously members of the Nomination Committee. The majority of the members of the Nomination Committee shall be independent non-executive directors.
2.2 The Chairman of the Nomination Committee shall be Chairman of the board, appointed by the Board of Directors. The term of office of the members of the Nomination Committee shall be determined by the Board of Directors, and shall be subject to the provisions of the Articles of Association of the Company on retirement and re-election of members of the Nomination Committee by rotation.

3. Meetings of Nomination Committee

The Nomination Committee shall meet at least annually. Additional meetings shall be held as the work of the Nomination Committee demands. Meetings shall be held at the request of the Chairman of the Nomination Committee.

4. Duties of Nomination Committee

4.1 The duties of the Nomination Committee shall be:
(a) to review the structure, size and composition (by taking into account the criteria as set out in the Board Diversity Policy adopted by the Company from time to time) of the board at least annually and make recommendations on any proposed changes to the board to complement the Company's corporate strategy;
(b) to review the Board Diversity Policy regularly (including any measurable objectives that the Board has set for implementing the Board Diversity Policy and the progress on achieving those objectives); and make disclosure of its review results in the corporate governance report of the Company annually;
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(c) to identify, nominate and recommend qualified individuals for the approval of the
Board to fill vacancies on the Board of Directors;
(d) to assess the independence of independent non-executive directors;
(e) to make recommendations to the board on the appointment or re-appointment of directors and succession planning for directors in particular the chairman and the chief executive;
(f) to review and monitor the training and continuous professional development of directors and senior management; and
(g) to report to the board on its decisions or recommendations, subject to legal or regulatory restrictions.
(The English version shall prevail over the Chinese translation in case of any discrepancies or inconsistencies.)
Last version date: 13 September 2013

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