Vedanta Resources : 2014 AGM - Notice of Meeting

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Vedanta Resources plc

(Incorporated and registered in England and Wales number 4740415)

Chairman's Letter

and

Notice of 2014 Annual General Meeting

To be held on Friday, 1 August 2014 at 3.00pm at The Lincoln Centre

18 Lincoln's Inn Fields

London WC2A 3ED
Contents
2 Chairman'sLettertoShareholders
3 Notice of 2014 Annual General Meeting
5 Explanatory Notes to the Resolutions of the 2014 Annual General Meeting
8 Important Information for Shareholders
11 Information about attending the 2014 Annual General Meeting
12 Appendix to the Notice of Annual General Meeting

This document is important and requires your immediate attention

If you are in any doubt about the contents of this document or as to what action you should take, you should seek advice from your stockbroker, solicitor, accountant or other appropriate independent financial adviser authorised under the Financial Services and Markets Act 2000.
If you have sold or otherwise transferred all of your shares in Vedanta Resources plc, please pass this document, together with the accompanying documents, including the enclosed Form of Proxy, to the purchaser or transferee, or to the person who arranged the sale or transfer so they can pass these documents to the person who now holds the shares.

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determining a participant's entitlement to, and the terms of, the Shares or cash to be acquired and the adjustment of awards.
Vedanta Resources plc Registered in England and Wales Company number 4740415
Registered Office:
2nd Floor, Vintners Place
68 Upper Thames Street
London
EC4V 3BJ
2 July 2014
Dear Shareholder

Notice of 2014 Annual General Meeting

On behalf of theBoardofDirectors(the'Board'or'Directors')ofVedantaResourcesplc(the'Company'),Iamdelightedtoinvite you to our 2014 AnnualGeneralMeeting(the'AGM')whichwillbeheldatTheLincoln Centre, 18Lincoln'sInnFields, London WC2A 3ED at 3.00pm on Friday, 1 August 2014. The formal notice of AGM is set out on pages 3 and 4 of this document.
An explanation of the business to be conducted at the meeting is included on pages 5 to 7 and on pages 8 to 10 you will find additional important information in relation to shareholder services. At the Appendix to the Notice on pages 12 to 15 you will find a summary of the rules of the Vedanta Resources Performance Share Plan 2014.

Voting

If you are unable to attend the meeting in person, your vote is still important and I would ask you to complete, sign and return the enclosed form of proxy (the'Formof Proxy')toregisteryourvote.Anyproxyyouappointmayattend,speakandvote at the AGM on your behalf.
At the AGM it is intended that the Company will take a poll on each of the resolutions put to shareholders. This enables the voting preferences of all shareholders to be taken into account, not just those who can physically attend the meeting. The results of the voting will be released to the London StockExchangeandpostedontheCompany'swebsiteat www.vedantaresources.com after the meeting. Shareholders attending the meeting in person or by proxy will have the opportunity to ask questions on the AGM resolutions and any other topic of relevance to our business. We hope that you will make use of the opportunity to raise questions on the topics to be discussed. You are, of course, invited to write to me at any time if you have any questions.

Action to be taken

Please complete and return the Form of Proxy in accordance with the instructions printedontheformtotheCompany'sRegistrar, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY, as soon as possible and, in any event, so as to reach them no later than 3.00pm on 30 July 2014. Completion and return of a Form of Proxy will not prevent you from attending and voting in person at the meeting should you wish to do so.

Recommendation

Your Directors consider that each of the proposed resolutions are in the best interests of the Company and of its shareholders as a whole. Accordingly, your Directors unanimously recommend that shareholders vote in favour of these resolutions, as they themselves intend to do in respect of their own beneficial shareholdings except as regards their own re-election to the Board.
I look forward to meeting as many of you as possible at the AGM. Yours sincerely

Anil Agarwal

Chairman
The requirement to obtain the prior approval of shareholders will not, however, apply to any minor alt eration made to benefit the administration of the Plan, to take account of a change in legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment for participants or for any company in the Company's group. Shareholder approval will also not be required for any amendments to any performance condition applying to an award.
Overseas Plans
The shareholder resolution to approve the Plan will allow the Board to establish further plans in India or other overseas territories, any such plan to be similar to the Plan, but modified to take account of local tax, exchange control or securities laws, provided that any Shares made available under such further plans are treated as counting against the limits on individual and overall participation in the Plan.

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exercise of the award) until the fifth anniversary of the date of grant of that award or, if earlier, the expiry of the period of two years starting on the date on which the award vests. The holding period shall end early on or shortly prior to the occurrence of a takeover or winding up of the Company, the death of a participant or on such other date determined by the Committee and directors shall not be restricted or prevented during the holding period from taking up any shareholder rights that they may have in relation to those shares. The terms and basis upon which Shares must be held during the holding period shall be determined by the Committee from time to time.
Leaving employment
As a general rule, an award will lapse upon a participant ceasing to hold employment or be a director within the Company's group. However, if a participant ceases to be an employee or a director because of his death, injury, disability, retirement , redundancy, hisemployingcompanyorthebusinessforwhichheworksbeingsoldortransferredoutoftheCompany'sgroup or in other circumstances at the discretion of the Committee, then his award will vest on the date when it would have vested if he had not ceased such employment or office. The extent to which an award will vest in these situations will depend upon two factors: (i) the extent to which any performance conditions have been satisfied over the original performance period; and (ii) the pro-rating of the award to reflect the reduced period of time between its grant and the date of cessation relative to a three-year period, although the Committee can decide not to pro-rate an award if it regards it as inappropriate to do so in the particular circumstances.

If a participant ceases to be an employee or director in the Company's group for one of the "good leaver" reasons specifiedabove, the Committee can decide that his award will instead vest on the date of cessation, subject to: (i) the extent to which any performance conditions have been satisfied at or around the time of cessation; and (ii) pro-rating by reference to the time of cessation as described above.

Corporate events
In the event of a takeover or winding up of the Company (not being an internal corporate reorganisation) all awards will vest early subject to: (i) the extent that any performance conditions have, in the opinion of the Committee, been satisfied at that time or would have been satisfied were it not for the occurrence of the event in question; and (ii) the pro-rating of the awards to reflect the reduced period of time between their grant and vesting, although the Committee can decide not to pro-rate an award if it regards it as inappropriate to do so in the particular circumstances.
In the event of an internal corporate reorganisation awards will be replaced by equivalent new awards over shares in a new holding company unless the Committee decides that awards should vest on the basis which would apply in the case of a takeover.
If a demerger, special dividend or other similar event is proposed which, in the opinion of the Committee, would affect the market price of Shares to a material extent, then the Committee may decide that awards will vest on the basis which would apply in the case of a takeover as described above.

Participants' rights

Awards of conditional shares and options will not confer any shareholder rights until the awards have vested or the options have been exercised and the participants have received their Shares. Holders of awards of forfeitable Shares will have shareholder rights from when the awards are made except they may be required to waive their rights to receive dividends.
Rights attaching to Shares
Any Shares allotted when an award vests or is exercised will rank equally with Shares then in issue (except for rights arising by reference to a record date prior to their allotment).
Variation of capital

In the event of any variation of the Company's share capital or in the event of a demerger, payment of a special dividend or similar event which materially affects the market price of the Shares, the Committee may make such adjustment as it considers appropriate to the number of Shares subject to an award and/or the option exercise price payable (if any).

Overall Plan limits
The Plan may operate over new issue Shares, treasury Shares or Shares purchased in the market. In any ten calendar year period, the Company may not issue (or grant rights to issue) more than:
(a) 10 per cent of the issued ordinary share capital of the Company under the Plan and any other employees' share plan adopted by the Company; and
(b) 5 per cent of the issued ordinary share capital of the Company under the Plan and any other executive employees' share plan adopted by the Company.
Treasury Shares will count as new issue Shares for the purposes of these limits unless institutional investors decide that they need not count.
Alterations to the Plan
The Committee may, at any time, amend the Plan or the terms of an award in any respect, pro vided that the prior approval of shareholders is obtained for any amendments that are to the advantage of participants in respect of the rules governing eligibility, limits on participation, the overall limits on the issue of Shares or the transfer of trea sury Shares, the basis for

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Notice of 2014 Annual General Meeting

Notice is hereby given that the eleventh AnnualGeneralMeeting(the'AGM')ofVedantaResourcesplc(the'Company')will be held at 3.00pm on Friday, 1 August 2014 at The Lincoln Centre, 18Lincoln'sInnFields, London WC2A 3ED to consider and, if thought fit, to pass the following resolutions. Resolutions 1 to 15 (inclusive) will be proposed as ordinary resolutions and resolutions 16 to 18 (inclusive) will be proposed as special resolutions.
1. That the audited financial statements of the Company for the financial year ended 31 March 2014, together with the

Directors' Report and the independent Auditors' Report thereon, be received.

2. ThattheDirectors'RemunerationPolicy which is contained in the Directors' Remuneration Report as set out in the
Annual Report and Accounts 2014 be approved.
3. ThattheDirectors'RemunerationReport(other than the part containing the Directors' Remuneration Policy) and the RemunerationCommitteeChairman'sstatementfor the financial year ended 31 March 2014 as set out in the Annual Report and Accounts 2014 be approved.
4. That a final dividend as recommended by the Directors of 39.0 US cents per ordinary share in respect of the financial year ended 31 March 2014 be approved.
5. That Mr Tom Albanese be elected as a Director of the Company.
6. That Mr Anil Agarwal be re-elected as a Director of the Company.
7. That Mr Navin Agarwal be re-elected as a Director of the Company.
8. That Mr Euan Macdonald be re-elected as a Director of the Company.
9. That Mr Aman Mehta be re-elected as a Director of the Company.
10. That Mr Deepak Parekh be re-elected as a Director of the Company.
11. That Mr Geoffrey Green be re-elected as a Director of the Company.
12. That Deloitte LLP be re-appointedasauditorsoftheCompany(the'Auditors')forthefinancialyearending31March
2015.
13. ThattheDirectorsbeauthorisedtodeterminetheAuditors'remuneration.
14. That the Directors be and are hereby generally and unconditionally authorised for the purposes of section 551 of the CompaniesAct2006(the'2006Act'),toexerciseallthepowers of the Company to allot shares in the Company and grantrightstosubscribefor,ortoconvertanysecurityinto,sharesintheCompany('Rights')uptoanaggregatenominal amount (within the meaning of section 551(3) and (6) of the 2006 Act) of US$9,139,029, such authority to expire at the conclusion of the annual general meeting of the Company in 2015 or on 1 October 2015, whichever is the earlier, save that the Company may before this authority expires make any offer or agreement which would or might require shares to be allotted or Rights to be granted after the authority expires, and the Directors may allot shares or grant Rights in pursuance of any such offer or agreement as if this authority had not expired; and all unexercised authorities previously granted to the Directors to allot shares and grant Rights be and are hereby revoked.
15. That the rules of the Vedanta Resources Performance Share Plan 2014 (the "PSP") referred to in the Chairman of the Board's letter to shareholders dated 2 July 2014, summarised in the Appendix to the Notice of AGM and produced in draft to this meeting and, for the purposes of identification, initialled by the Chairman, be approved and the Directors be authorised to:
(a) make such modifications to the PSP as they may consider appropriate to take account of the requirements of best practice and for the implementation of the PSP and to adopt the PSP as so modified and to do all such other acts and things as they may consider appropriate to implement the PSP; and
(b) establish further plans based on the PSP but modified to take account of local tax, exchange control or securities laws in India and other overseas territories, provided that any shares made available under such further plans are treated as counting against the limits on individual or overall participation in the PSP.
16. That, subject to the passing of resolution 14, the Directors be and are hereby empowered pursuant to sections 570(1)
and 573 of the Companies Act 2006 (the '2006 Act') to:

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(a) allot equity securities (as defined in section 560 of the 2006 Act) of the Company for cash pursuant to the authority conferred by resolution 14; and

(b) sell ordinary shares (as defined in section 560(1) of the 2006 Act) held by the Company as treasury shares for cash,

as if section 561 of the 2006 Act did not apply to any such allotment or sale, provided that this power shall be limited to the allotment of equity securities for cash and the sale of treasury shares:
(i) in connection with or pursuant to an offer of or invitation to acquire equity securities in favour of (a) holders of ordinary shares in proportion (as nearly as practicable) to the respective number of ordinary shares held by them on the record date for such allotment or sale and (b) holders of any other class of equity securities entitled to participate therein or if the Directors consider it necessary, as permitted by the rights of those securities, but in either case subject to such exclusions or other arrangements as the Directors may consider necessary or appropriate to deal with fractional entitlements, treasury shares, record dates or legal, regulatory or practical difficulties which may arise under the laws of, or the requirements of any regulatory body or stock exchange in any territory or on any matter whatsoever; and
(ii) otherwise than pursuant to sub-paragraph (i) of this resolution 16, up to an aggregate nominal amount of
US$1,370,854,
and shall expire at the conclusion of the annual general meeting of the Company in 2015 or on 1 October 2015, whichever is the earlier, save that the Company may before such expiry make any offer or enter into any agreement which would or might require equity securities to be allotted, or treasury shares to be sold, after such expiry and the Directors may allot equity securities, or sell treasury shares in pursuance of any such offer or agreement as if the power conferred hereby had not expired.
17. That the Company is hereby generally and unconditionally authorised for the purposes of section 701 of the Companies Act 2006 (the '2006 Act') to make market purchases (within the meaning of section 693(4) of the 2006 Act) of any of its ordinary shares of US$0.10 each in the capital of the Company on such terms and in such manner as the Directors may from time to time determine and where such shares are held as treasury shares, the Company may use them for the purpose of its employee share scheme(s), provided that:

(a) the maximum aggregate number of ordinary shares which may be purchased under this authority is 27,417,087;

(b) the minimum price which may be paid for each ordinary share is US$0.10 which amount shall be exclusive of expenses, if any;

(c) the maximum price exclusive of expenses which may be paid for each ordinary share is an amount equal to the higher of:

(i) 105 per cent of the average of the middle market quotations for the ordinary shares of the Company as derived from the Daily Official List of the London Stock Exchange plc for the five business days immediately preceding the day on which such share is contracted to be purchased; and
(ii) the value of an ordinary share calculated on the basis of the higher of the price quoted for: (a) the last
independent trade and; (b) the highest current independent bid on the trading venues where the purchase is carried out, as stipulated by article 5(1) of the EU Buyback and Stabilitsation Regulation 2003 (No. 2273/2003);

(d) unless previously renewed, revoked or varied, this authority shall expire at the conclusion of the annual general meeting of the Company in 2015 or on 1 October 2015, whichever is earlier; and

(e) under this authority, the Company may make a contract to purchase ordinary shares which would or might be executed wholly or partly after the expiry of this authority, and may make purchases of ordinary shares pursuant to it as if this authority had not expired.

18. That a general meeting of the Company, other than an annual general meeting, may be called on not less than 14

clear days' notice.

By order of the Board Deepak Kumar Company Secretary
2 July 2014
Vedanta Resources plc Registered in England and Wales Company number 4740415
Registered Office:
2nd Floor, Vintners Place
68 Upper Thames Street
London, EC4V 3BJ

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company; (c) include a substitute for that company; (d) track the future performance of that company by reference to an index; or (e) treat the company in any other way it decides is appropriate.
At the end of the performance period the Committee will compare the TSR of the Company over the performance period against the TSR performance of the members of the Comparator Group. If at the end of the performance period the Company is notionally ranked at median against the members of the Comparator Group, the award shall, subject to satisfaction of the underpin, vest as follows:

Notional rank of the Company against the Comparator Group based on TSR performance over the performance period	Percentage of award vesting, subject to the underpin
Upper quintile or above	100%
Between median and upper quintile	Pro rata between 30% and 100% based on rankings plus interpolation between intermediate rankings
Median	30%
Below median	Zero

The TSR performance of a company shall be calculated by reference to three month averaging periods prior to the start and end of the performance period.
The Underpin
No part of an award granted to an executive director or ExCo member shall vest unless the Committee is satisfied that, in its opinion, the level of vesting under the TSR ConditionisanaccuratereflectionoftheCompany'sunderlyingperformanceover the same period. The Committee may reduce (but not increase) the number of Shares that vest under the TSR Condition to such percentage that the Committee determines is, in its opinion,amoreaccuratereflectionoftheCompany'sunderlying performance over the performance period.

In evaluating this underpin, the Committee currently intends to take into consideration the Company's safety and

environmental record as well as the Company'sunderlyingperformance.
Future conditions
The Committee can set different performance conditions and targets, and choose different constituents of the Comparator Group, from those described above for future awards or in respect of awards granted to employees below ExCo level. In relation to awards granted to the executive directors of the Company and other members of ExCo the new conditions and targets must not, in the reasonable opinion of the Committee, be materially less challenging in the circu mstances than those described above.
The Committee may also vary the performance conditions applying to existing awards if an event has occurred which causes the Committee reasonably to consider that it would be appropriate to amend the performance conditions, provided the Committee considers the varied conditions are not materially less challenging than the original conditions would have been but for the event in question and the Committee acts fairly and reasonably.
Vesting of awards
Awards normally vest three years after grant to the extent that any applicable performance conditions (see above) have been satisfied and provided the participant is still employed in the Company's group. Options are then exercisable up until the tenth anniversary of grant unless they lapse earlier.
Clawback
The Plan includes clawback provisions under which the Committee may, in its discretion, reduce the number of Shares held under an award before it vests and/or seek to recover some or all of any overpayment of shares or cash made in the three-year period following the vesting of an award. In particular, clawback may be operated by the Committee where there has been a material misstatementoftheCompany'sresultsoraccountsand/oranerrorismadeinassessingthesatisfaction of a performance condition and such material misstatement and/or error resulted (directly or indirectly) in an award being granted over a larger number of Shares or an award vesting to a greater degree than would otherwise have been the case. The Committee may also operate clawback where a participant has committed an act of gross misconduct or in other circumstances where the Committee considers the operation of clawback is justified.
Dividend equivalents
The Committee may, in its absolute discretion, decide at any time on or prior to the vesting of an award that a participant shall receive a payment (in cash and/or Shares) on or shortly following the vesting of his award, of an amount equivalent to the dividends that would have been paid on those Shares between the time when the award was granted and the time when it vests (or, where an award is structured as a nil or nominal cost option, the earlier of the exercise date and the date on which any applicable holding period ends -see below). This amount may assume the reinvestment of dividends. Alternatively, a participant may have his award increased as if dividends were paid on the Shares subject to his award and then reinvested in further Shares.
Holding periods
Unless the Committee determines otherwise,theCompany'sexecutivedirectorswillnormallyberequiredtoretainallshares acquired by them on the vesting or exercise of an award under the Plan (less a number of shares that have an aggregate market value on vesting or (in the case of an option) exercise equal to the tax liability due on the vesting or

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APPENDIX TO THE NOTICE OF AGM

Summary of the principal terms of the Vedanta Resources Performance Share Plan 2014

Operation

The remuneration committee of the board of directors of the Company (the "Committee") will supervise the operation of the

Vedanta Resources Performance Share Plan 2014 (the "Plan").

Eligibility
Any employee (including the Chairman and any other executive director) of the Company and its subsidiaries will be eligible to participate in the Plan at the discretion of the Committee.
Grant of awards

The Committee may grant awards to acquire ordinary shares in the Company ("Shares") within six weeks following the Company's announcement of its results for any period. The Committee may also grant awards within six weeks ofshareholder approval of the Plan or at any other time when the Committee considers there are exceptional circumstance s which justify the granting of awards. It is currently intended that the first awards will be made shortly following the adopt ion of the Plan.

The Committee may grant awards as conditional shares, nil (or nominal) cost options or as forfeitable shares. The Committee may also decide to grant cash-based awards of an equivalent value to share-based awards or to satisfy share- based awards in cash.
An award may not be granted more than 10 years after shareholder approval of the Plan.
No payment is required for the grant of an award. Awards are not transferable, except on death. Awards are not pensionable.
Individual limit
An employee may not receive awards in any financial year over Shares having a market value in excess of 150 per cent. of his annual base compensation (salary plus benefits in kind but excluding bonus and long-term incentives) as at the proposed grant date (or such earlier date as the Committee determines).
For the purposes of the Plan market value means the middle-market quotation of a Share immediately prior to the date of grant of an award or the average of the middle-market quotations over a period not exceeding the 5 dealing days prior to grant (excluding dealing days in a prohibited period under the Company's share dealing code).
Performance conditions
The vesting of awards granted to executive directors and members of the executive committee ("ExCo") will be subject to the satisfaction of performance conditions set by the Committee. The performance conditions will normally be me asured at the end of a three-year performance period. The performance period for the initial awards granted to executive directors and ExCo members will comprise three financial years of the Company, starting with the financial year in which the award is granted.
The Committee may, in its discretion, grant awards to key employees below executive director and ExCo level that are subject to the same performance conditions as those applying to awards granted to members of the ExCo, different performance conditions or no performance conditions. The Committee currently intends that awards without performance conditions may only be granted to employees below ExCo level over shares worth (on grant) no more than 30 per cent. of an employee's annual base compensation.
The performance conditions applying to initial awards granted under the Plan to the Company's executive directors and other members of ExCo during the financial year of the Company due to end on 31 March 2015 shall be based on the total shareholder return("TSR")performanceoftheCompanyrelativetotheTSRperformanceofacomparatorgroupofcompanieschosenbytheCommittee(the"ComparatorGroup").Theseawardsshallalsobesubjecttoaperformanceunderpin.
The TSR Condition
It is currentlyintendedthattheComparatorGroupapplyingtotheinitialawardsgrantedunderthePlantotheCompany's
executive directors and other members of ExCo shall exclude the Company and include the companies listed below.

Alcoa	Anglo American	Antofagasta	BHP Billiton	Boliden
Dragon Oil	First Quantum	Glencore Xstrata	Grupo Mexico	Hindalco Industries
Oz Minerals	Petrofac	Rio Tinto	Tullow Oil	Vale

If any member of the Comparator Group ceases to exist, its shares cease to be listed on a recognised stock exchange, or otherwise is so changed as to make it, in the opinion of the Committee, unsuitable as a member of the Comparator Group, the Committee may: (a) exclude that company; (b) in the event of a takeover, replace that company with the acquiring

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Explanatory Notes to the Resolutions

Resolutions 1 to 15 (inclusive) will be proposed as ordinary resolutions and will be passed if more than 50 per cent of shareholders'votescastareinfavouroftheresolution.Resolutions 16-18 (inclusive) will be proposed as special resolutions. For these special resolutions to be passed, at least 75 per cent ofshareholders'votescastmustbeinfavour.

Resolution 1 -To receive the Annual Report and Accounts

The Directors are required to present their Annual Report and Accounts of the Company for the financial year ended
31 March 2014 to shareholders for formal adoption at the Company'sannual general meeting.

Resolution 2 -To approve the Directors'Remuneration Policy

The Directors are required to seek the approval of shareholders for the Directors'Remuneration Policy (the 'Policy'). The Policy, which forms part oftheDirectors'RemunerationReport, may be found on pages 103 to 107 oftheCompany'sAnnual Report and Accounts 2014. This vote is a binding vote and, subject to limited exceptions, no remuneration payment or loss of office payment may be made to a prospective, current or former director unless consistent with the approved remuneration policy (or otherwise specifically approved by shareholders). If approved by shareholders, the Policy will take effect immediately after the end of the annual general meeting, and will apply for three years following the 2014 annual general meeting. If approved by shareholders, and assuming that it remains an appropriate policy meeting the needs of the business, the Policy will be put to shareholders for approval again no later than 1 August 2017 as required by the Companies Act 2006. If the Company wishes to change the Policy it will need to put a revised Policy to a shareholder vote again before it can implement the new policy.

Resolution 3 -To approve theDirectors'Remuneration Report andtheRemunerationCommitteeChairman's

statement

The Directors are required to seek the approval of shareholders for the Directors' Remuneration Report(other than the part containing the Directors' Remuneration Policy) and the statement by the Remuneration Committee Chairman for the financial year ended 31 March 2014, which may be found on pages 102 to 115 of the Company's Annual Report andAccounts 2014. The vote is an advisory vote, as permitted by law, and no entitlement to remuneration is made conditional on the resolution being passed. It is intended that this resolution will be put annually as required by the Companies Act

2006.

Resolution 4 -Final dividend

The Directors recommend a final dividend of 39.0 US cents per ordinary share. The final dividend cannot exceed the amount recommended by the Directors. If approved the final dividend will be paid on 8 August 2014 to shareholders on the register of members on 12 July 2014.

Resolutions 5 to 11 (inclusive) -Re-election of Directors

In accordance with the UK Corporate Governance Code, all of the Directors are standing for re-electionatthisyear'sAGM.The biographical details of all the Directors may be found on pages 76 and 77 of the Company's2014 Annual Report and Accounts.

Pursuant toArticle121oftheCompany'sarticlesofassociation, any Director appointed to office by the Board may only hold office until the next annual general meeting, when shareholders have an opportunity to vote on their appointment. Accordingly, Mr Tom Albanese who was appointed by the Board with effect from 1 April 2014, is seeking election by shareholders. The Board believes that Mr Tom Albanese'sextensive leadership and corporate transformation experience will prove to be invaluable to the Company in the delivery of its strategic priorities.

Messrs Aman Mehta and Euan Macdonald will have served on the Board for nine years at the date of the 2014 Annual General Meeting. In the light of the continuing search for additional non-executive directors to succeed Messrs Mehta and Macdonald, and on the recommendation of the Nominations Committee, the Board invited Messrs Mehta and Macdonald to serve on the Board for a further year following the nine year anniversary of their appointment, subject to the proposed resolution to reappoint them at the 2014 Annual General Meeting. Notwithstanding the length of their appointment to the Board, the Board consider each of Messrs Mehta and Macdonald to be independent in character and judgement.

The Board considers annually the individual performance of each of the Directors. Following this review, the Board believes the performance of all the Directors continues to be effective and that each of the Directors 'demonstrates commitment to their roles. Accordingly, the Board unanimously recommends the re-election of each of the Directors.

Resolutions 12 and 13 - Re-appointment of Deloitte LLP and approval to agree their remuneration

The Company is required at each general meeting at which the accounts are laid before the shareholders to appoint auditors for each financial year of the Company. Deloitte LLP are the Company'scurrent auditors and have indicated their willingness to continue in office. Approval is also sought (by separate resolution) for the Directors to be authorised to agree theauditors'remuneration.

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Resolution 14 -Directors'authoritytoallotshares

The Directors may allot shares and grant rights to subscribe for or to convert any security into shares of the Company ('Rights')onlyif authorised to do so by shareholders. The authority granted at the last annual general meeting expires at theconclusionofthisyear'sAGM.Accordingly,resolution14 seeks to renew this authority for a further period until the date of the next annual general meeting or 1 October 2015, whichever is earlier.
If passed, this resolution will give the Directors authority to allot ordinary shares, or grant Rights, up to an aggregate nominal value of US$9,139,029, representing approximately one-third of the Company'sexistingissuedsharecapital(excluding treasury shares) as at 24 June 2014, being the latest practicable date before publication of this Notice.
The Directors have no present intention of using this authority.
As at 24 June 2014 (the latest practicable date before publication of this Notice) the Company held 24,206,816 shares in treasury (which included 1,704,333 shares that were purchased under the share buyback programme by Gorey Investment Limited who have agreed not to vote on those shares). These shares represented approximately 8.83 per cent of the Company'sissuedordinarysharecapital(excludingtreasuryshares)asatthatdate.

Resolution 15 - Establishing the Vedanta Resources Performance Share Plan 2014

The Directors seek authority from shareholders for the implementation of a new long-term incentive arrangement for the
Company's executive directors and other selected employees.
The proposed Vedanta Resources Performance Share Plan 2014 (the "PSP") would replace the existing Emplo yee Share
Ownership plan for executive directors of the Company and other selected employees.
The PSP has been developed by the Remuneration Committee of the Board of Directors (the "Committee") following a full reviewoftheCompany'sremunerationstructuresandpracticesandaperiodofconsultationwithsomeoftheCompany'smajor shareholders and institutional investors.
The PSP provides for annual share-basedawardstobegranted,atthediscretionoftheCommittee,totheCompany'sexecutive directors,membersoftheexecutivecommittee("ExCo")andemployeeswithintheCompany'sgroup.Awardsto executive directors and ExCo members will normally vest three years from grant, subject to continued service and the satisfaction of a performance condition measured at the end of a three year period.
The Committee may, in its discretion, grant awards to key employees below executive director and ExCo level that are subject to the same performance conditions as those applying to executive directors and members of the ExCo, different performance conditions or no performance conditions. The Committee currently intends that awards without performance conditions may only be granted to employees below ExCo level over shares worth (on grant) no more than 30 per cent. of an employee's annual base compensation.
An additional holding period will normally apply to all shares acquired (net of tax) by executive directors following the vesting of an award until the fifth anniversary of the grant of an award or, if earlier, the end of a two year period commencing on the date on which an award vests.
The performance conditions applying to the initial awards granted to executive directors of the Company and members of ExCowillbebasedontheCompany'stotalshareholder return performance relative to a peer group of other resources companies. Vesting will occur between the median (at which 30% of the award vests) and the upper quintile of the peer group (at which the award will vest in full), subject to satisfaction of a performance underpin. The underpin will require that theCommitteeissatisfiedthatanyawardsvestingareanaccuratereflectionoftheCompany'sunderlyingperformance,and any payment under the PSP may be scaled back (including to zero) at the discretion of the Committee if the Committee is not satisfied as such.
Claw-back provisions apply, at the discretion of the Committee, for overpayments made as a direct or indirect result of a

misstatement of the Company's accounts, or an error or othercircumstances, including the misconduct of a participant.

The annual award opportunity under the PSP will be 150% of annual base compensation.
Awards granted under the PSP may be satisfied using new issue shares, treasury shares or existing shares pur chased in the market. To the extent that new issue shares and/or treasury shares are used to satisfy awards, the PSP includes share plan dilution limits, restricting the number of shares that may be issued or issuable pursuant to awards and options granted in the ten calendar years ending with that in which the proposed grant date falls under (i) the PSP and any other executiveemployees'shareplanadoptedbytheCompany,to5%oftheissuedordinarysharecapitalfromtimetotime,and (ii) the PSP and anyemployees'shareplanadoptedbytheCompany(executiveandall-employee), to 10% of the issued ordinary share capital from time to time.
A summary of the principal terms of the PSP together with details of the performance condition for the first awar ds to be granted under the PSP to the Company's executive directors and members of ExCo during the financial year of the Company due to end on 31 March 2015 is set out in the Appendix to this Notice of AGM.

6

Information about attending the 2014

Annual General Meeting

The 2014 Annual General Meeting of the Company will be held at 3.00pm on Friday, 1 August 2014 at The Lincoln Centre,

18 Lincoln's Inn Fields, London WC2A 3ED.

The Lincoln Centre is a few minutes walk away from Holborn and Chancery Lane London Underground stations and a short journey from Euston, Kings Cross, St Pancras and Waterloo mainline railway stations.
Security
Please note that, for security reasons, all hand luggage may be subject to examination prior to entry to the AGM. Certain items will not be permitted in the meeting room. These include cameras, recording equipment, items of any nature with potential to cause disorder and such other items as the Chairman of the meeting may specify.
Persons who are not shareholders of the Company will not be admitted to the AGM unless prior arrangements have been made with the Company. Investors holding shares through nominees are welcome to attend provided that they bring proof of their holding with them to the AGM.
We ask all those present at the AGM to facilitate the orderly conduct of the meeting and reserve the right, if orderly

conduct is threatened by a person's behaviour, to require that person to leave.

Shareholders should note that registration will start at 2.00pm and the doors to the AGM will open at 2.45pm.

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Communication
18. You may not use any electronic address (within the meaning of sections 333(4) of the Companies Act 2006) provided in this Notice(orinanyrelateddocuments,includingtheChairman'sletterandFormof Proxy) to communicate with the Company for any purpose other than those expressly stated.
Inspection of documents
19. ThefollowingdocumentswillbeavailableforinspectionduringnormalbusinesshoursattheCompany'sregisteredoffice, 2nd Floor, Vintners Place, 68 Upper Thames Street, London, EC4V 3BJ from the date of this Notice until the close of the AGM (Saturdays, Sundays and public holidays excepted) and at the AGM location from 15 minutes
before the AGM until it ends:
1. Copies of the ExecutiveDirectors'servicecontracts;
2. Copies of letters of appointment of the Non-Executive Directors; and
3. A copy of the draft rules of the Vedanta Resources Performance Share Plan 2014.
A copy of this Notice, and other information required by section 311A of the Companies Act 2006, can be found on

the Company's website at www.vedantaresources.com .

Company's registrars

20. TheCompany'sregisterofmembers is maintained by Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS13 8AE. The shareholder helpline number is [phone].
Investor Calendar

Resolution 16 - Disapplication of pre-emption rights

The Directors also require additional authority from shareholders to allot equity securities or sell treasury shares where they propose to do so for cash and otherwise than to existing shareholders pro rata to their holdings. The authority granted at lastyear'sAGM isduetoexpireatthisyear'sAGM.Accordingly,resolution16 will be proposed as a special resolution to grant such authority. Apart from offers of or invitations in proportion to the respective number of shares held, the authority will be limited to the allotment of equity securities and sales of treasury shares for cash up to an aggregate nominal value of US$1,370,854 (being approximately 5 per cent oftheCompany'sissuedordinarysharecapital(excludingtreasury shares) as at 24 June 2014, the latest practicable date before publication of this Notice). If given, this authority will expire at the conclusion of the annual general meeting of the Company in 2015 or on 1 October 2015, whichever is the earlier. The Directors intend to adhere to the provisions of the Pre-emptionGroup'sStatementofPrinciplesnottoallotshares for cash on a non pre-emptive basis (other than pursuant to a rights issue or pre-emptive offer) in excess of an amount equal to 7.5 per cent of the total issued ordinary share capital of the Company within a rolling three year period without prior consultation with shareholders.

Resolution 17 - Purchase by the Company of its own shares

The Company may buy its own shares with the authority of shareholders. Resolution 17 seeks to renew the current authoritygivenatlastyear'sAGM oftheCompany,whichisduetoexpireatthisyear'sAGM.Theauthoritybeingrequested will last until the conclusion of the annual general meeting in 2015 or on 1 October 2015, whichever is the earlier. The resolution specifies the maximum number of shares that may be purchased (being approximately 10 per cent oftheCompany'sissuedsharecapital,excludingtreasuryshares,asat24 June 2014) and the highest and lowest prices at which they may be bought. Any shares purchased under this authority will either be treated as cancelled or held as treasury shares. Listed companies, with authorisation from shareholders, may buy and hold their own shares in treasury instead of cancelling them immediately. Shares held as treasury shares can in the future be cancelled, re-sold or used to provide shares for employee share schemes.
In December 2008, the Company announced a US$250m share buyback programme to purchase up to 10 per cent of the Company's ordinary shares using the relevant authority granted to the Directors by the shareholders of the Company at the most recent annual general meeting of the Company. The Company further announced on 1 April 2010 that it would increase the share buyback programme to US$825m. The Directors will continue to assess the opportunities of buying back shares in the Company and will use the above authority if and when, taking into account market conditions prevailing at the time, other investment opportunities, appropriate gearing levels and the overall financial position of the Group, they believe that the effect of such purchases will be in the best interests of shareholders generally and that they will result in an increase in earnings per share. During the year, the Company did not purchase any of its shares under this programme.
The Company also announced in April 2010 a change to the structure of purchases made under the share buyback programme. Accordingly, purchases may be made either by the Company or by an independent company to be funded by a wholly-ownedsubsidiary,VedantaJerseyInvestmentLimited('VJIL').TheindependentcompanyisGoreyInvestmentsLimited('Gorey').VJILwillmakepurchasesofthe Company'ssharesonbehalfofGorey within the limits of the buyback programme. Gorey has agreed that it will not exercise voting rights in respect of the Company shares held by it under this arrangement. The shares purchased by Gorey will be treated in the consolidated accounts of the Company as treas ury shares, available for purchase by the Company itself (subject to shareholder approval and the availability of distributable reserves) as consideration for future acquisitions or sale to third parties to raise additional capital if and when desirable .
As at 24 June 2014 (the latest practicable date before publication of this Notice), there were share options outstanding to Group employees over 6,762,600 ordinary shares, which if exercised would represent approximately 2.47 per cent of the Company'sordinary issued share capital at that date (excluding treasury shares). The Company has no warrants in issue in relation to its shares. If the buyback authority was to be exercised in full, these options would represent approximately
2.74 per cent of the Company'sordinaryissuedsharecapital(excluding treasury shares) as at 24 June 2014.

Resolution 18 -Notice period for general meetings

Changes made to the Companies Act 2006 by the Companies (Shareholders' Rights) Regulations 2009 (the 'Regulations')increase the notice period required for general meetings of the Company to at least 21 clear days unless shareholders approve a shorter notice period, which cannot however be less than 14 clear days. AGMs will continue to be held on at least 21 clear days' notice. Until the introduction of these Regulations, the Company was able to call general meetings, other than annual general meetings, on at least 14 clear days' notice without obtaining such shareholder approval. Inorder to preserve this ability, resolution 18 seeks the necessary shareholder approval. The approval will be effective until the Company's nextAGM, when it is intended that a similar resolution will be proposed. The Company will also need to meet the requirements for electronic voting under the Regulations in order to be able to call a general meeting on 14 clear days' notice. The flexibility offered by this resolution will be used where, taking into account the circumstances, theDirectors consider this appropriate in relation to the business to be considered at the meeting in question.

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Important Information for Shareholders

Proxies

1. Shareholders are entitled to appoint a proxy to exercise all or any of their rights to attend, speak and vote on their behalf at the meeting. A shareholder may appoint more than one proxy in relation to the AGM 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. A Form of Proxy which may be used to make such appointment and give proxy instructions accompanies this Notice. If you do not have a Form of Proxy and believe that you should have one, or if yourequireadditionalforms,pleasecontacttheCompany'sRegistrar, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY or by telephone on [phone]. To appoint more than one proxy you may photocopy the Form of Proxy.Pleaseindicatetheproxyholder'snameandthenumberofsharesinrelation to which they are authorised to act as your proxy (which, in aggregate, should not exceed the number of shares held by you). Please also indicate if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned to the Registrar together in the same envelope.
2. Shareholders who are CREST members may use the electronic proxy voting service provided by Euroclear UK and

Ireland Limited ('Euroclear') as described below.

3. To be valid, any Form of Proxy or other instrument appointing a proxy must be received by post or (during normal business hours only)byhandattheCompany'sRegistrar, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY, or at the electronic address provided in paragraph 4 below, in each case no later than 3.00pm on 30 July 2014.
4. Alternatively, proxy votes can be submitted online at www.investorcentre.co.uk/eproxy. Shareholders will need to enter the Shareholder Reference Number (SRN), Control Number and Personal Identification Number (PIN) as printed on the Form of Proxy, and to agree to certain terms and conditions.
5. The return of a completed Form of Proxy, other such instrument or any CREST Proxy Instruction (as described in paragraph 12 below) will not prevent a shareholder attending the AGM and voting in person if he / she wishes to do so.

Nominated persons

6. Any person to whom this Notice is sent who is a person nominated under section 146 of the Companies Act 2006 to enjoyinformationrights(a'NominatedPerson')may,underanagreementbetweenhim/herandtheshareholderbywhom he / she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the AGM. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he / she may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights.
7. The statement of the rights of shareholders in relation to the appointment of proxies in paragraphs 1 to 5 above does not apply to Nominated Persons. The rights described in these paragraphs can only be exercised by shareholders of the Company.

Voting at the AGM

8. It is intended that voting on all resolutions at the AGM will be conducted on a poll, rather th an a show of hands. The Directors believe that this produces more democratic results, as all shares represented at the AGM and those lodged before the AGM are included in the results of the voting on a one share, one vote basis.

Right to attend and vote

9. PursuanttoRegulation41oftheUncertificatedSecuritiesRegulations2001(the'Regulations')and section 360(b)(2) of the Companies Act 2006, the Company specifies that in order to have the right to attend and vote at the meeting (and also for the purpose of determining how many votes a person entitled to attend and vote may cast), a person must be entered on the register of members of the Company at 6.00pm on 30 July 2014 or, in the event of any adjournment, at 6.00pm on the date which is two days before the day of the adjourned meeting. Changes to entries on the register of members after this time shall be disregarded in determining the rights of any person to attend or vote at the meeting.

Total number of shares and voting rights

10. As at 24 June 2014 (thelatestpracticabledatebeforepublicationofthisNotice),theCompany'sissuedsharecapitalcomprised 298,377,685 ordinary shares of US$0.10 each, of which 267,166,837 carry voting rights in relation to all circumstances at general meetings of the Company. Of the remaining 31,111,811 ordinary shares of US$0.10,
24,206,816 were held as treasury shares (which included 1,704,333 shares that were purchased under the share
buyback programme by Gorey Investments Limited who have agreed not to vote on these shares) and 6,904,995 shares wereissuedontheconversionofcertainconvertiblebondsissuedbyoneoftheCompany'ssubsidiaries.These 6,904,995 ordinary shares are held through a global depositary receipt and, as a result, carry no voting rights. Therefore, the total voting rights in the Company as at 24 June 2014 were 267,166,837.

Instructions for electronic proxy appointment through CREST

11. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the AGM, and any adjournment(s) thereof, by using the procedures and to the address described in the CREST Manual (available via www.euroclear.com/CREST )subjecttotheprovisionsoftheCompany'sarticles of association. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting 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.
12. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message(a'CRESTProxyInstruction')mustbeproperlyauthenticatedinaccordancewithEuroclear'sspecifications,and must contain the information required for such instructions, 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 appointed proxy must, in order to be valid, be transmitted so as to be received by Computershare Investor ServicesPLC("Computershare")(IDnumber3RA50)nolaterthan3.00pmon30 July 2014. 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 Computershare 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.
13. CREST members and, where applicable, their CREST sponsors or voting service provider(s) should note that Euroclear does not make available special procedures in CREST for any particular messages. 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/her 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 provider(s) are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
14. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Regulations.
Website publication of audit concerns
15. Under section 527 of the Companies Act 2006, shareholders meeting the threshold requirements set out in that section have the right to require the Company to publish on a website a statement setting out any matter relating to: (i) theauditoftheCompany'saccounts(includingtheauditor'sreportandtheconductoftheaudit)thatare to be laid before the annual general meeting; or (ii) any circumstance connected with an auditor of the Company ceasing to hold office since the previous meeting at which annual accounts and reports were laid in accordance with section 437 of the Companies Act 2006 (in each case) that the members propose to raise at the AGM. The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with sections 527 or 528 of the Companies Act 2006. Where the Company is required to place a statement on a website under section
527oftheCompaniesAct2006,itmustforwardthestatementtotheCompany'sauditornotlaterthanthetimewhenit
makes the statement available on the website. The business which may be dealt with at the AGM includes any statement that the Company has been required under section 527 of the Companies Act 2006 to publish on a website.

Corporate Shareholders

16. A shareholder of the Company which is a corporation may authorise a person or persons to act as its representative(s) at the AGM. In accordance with the provisions of the Companies Act 2006, each such representative may exercise (on behalf of the corporation) the same powers as the corporation could exercise if it were an individual shareholder of the Company, provided that they do not do so in relation to the same shares. It is no longer necessary to nominate a designated corporate representative.

Right to ask questions

17. Any member attending the AGM has the right to ask questions. The Company must cause to be answered any such question relating to the business being dealt with at the meeting but no such answer need be given if (a) to do so would interfere unduly with the preparation for 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.

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