Final Drafts Transaction Documents Between Alcoa and the Government of Suriname

FINAL DRAFTS TRANSACTION DOCUMENTS BETWEEN ALCOA AND THE GOVERNMENT OF SURINAME

1. The Novation and Release Agreement

2. Framework Agreement including all schedules and annexes

3. The Bakhuis Development Program Agreement Privileged and Confidential

PRIVILEGED AND CONFIDENTIAL

PROJECT BIRCH

FINAL DRAFTS TRANSACTION DOCUMENTS

TABLE OF CONTENTS

DRAFT Privileged and Confidential

PROJECT BIRCH – TABLE OF CONTENTS

# Item (reference) Document

NOVATION AND RELEASE AGREEMENT 0. Novation and Release Agreement Novation and Release Agreement

Schedule 1 – Recital B Guarantee Agreement

FRAMEWORK AGREEMENT 1. Framework Agreement Framework Agreement

Schedule 1 – Recital B Map of Concessions

Schedule 2 – Recital F Ownership Afobaka Hydroelectric Works and Paranam Refinery

Schedule 3 – Clause 5 Concession Release Overview

Schedule 4 – Clause 7 O&M and Maintenance and Capital Expenditure Scope Schedule 5 - Clause 79 Deed of Adherence AFOBAKA HYDROELECTRIC WORKS TRANSFER AND EXECUTION AGREEMENT 2. Afobaka Hydroelectric Works Afobaka Hydroelectric Works Transfer and Execution Transfer and Execution Agreement Agreement Schedule 1 – Clause 3.2 Excluded Assets Schedule 2 – Clause 3.3 Existing AHW Liabilities Schedule 3 – Clause 4.2(a) Afobaka Hydroelectric Works Contracts Schedule 4 – Clause 4.4 Equipment Schedule 5 – Clause 4.5 Properties ENVIRONMENTAL REMEDIATION AND REHABILITATION AGREEMENT 3. Environmental Remediation and Environmental Remediation and Rehabilitation Rehabilitation Agreement Agreement

Annex I – Clause 3.1 Environmental Remediation Scope of Work Annex II – Clause 4.1 Rehabilitation Work Plan SURALCO POWER PURCHASE AGREEMENT 4. Suralco PowerDRAFT Purchase Suralco Power Purchase Agreement Agreement Schedule 1 – Clause 3.4 Delivery Points

Schedule 2 – Clause 4 Rate

2 Privileged and Confidential

# Item (reference) Document

SURINAME POWER PURCHASE AGREEMENT 5. Suriname Power Purchase Suriname Power Purchase Agreement Agreement Schedule 1 – Clause 2.3 Delivery Points

Schedule 2 – Clause 3 Rate

TRANSITION SERVICES AGREEMENT 6. Transition Services Agreement Transition Services Agreement Schedule 1 – Clause 2.1 Support Services

Schedule 2 – Clause 9 Suralco’s Computer Use Policy / Corporate Policy on acceptable computer use

BAKHUIS DEVELOPMENT PROGRAM AGREEMENT 7. Bakhuis Development Program Bakhuis Development Program Agreement Agreement Schedule 1 Statement of Work

Schedule 2 Bakhuis Concept Study Report Outline

* * * DRAFT

3 Agreed form final draft 22 August, 2018

D R A F T

NOVATION AND RELEASE AGREEMENT

BY AND AMONG

ARCONIC INC.

AND

ALCOA WORLD ALUMINA LLC

AND

SURINAME ALUMINUM COMPANY, L.L.C.

AND

THE REPUBLIC OF SURINAME

DRAFT[DATE], 2018 Agreed form final draft 22 August, 2018

THIS NOVATION AND RELEASE AGREEMENT, is entered into as of [date] 2018, (collectively, with the Schedules hereto, the "Novation and Release Agreement"),

BY AND AMONG:

(1) Arconic Inc, a corporation organized under the laws of the State of Delaware, the United States of America ("Arconic");

(2) Alcoa World Alumina LLC, a limited liability company organized under the laws of the State of Delaware, the United States of America ("AWA");

(3) Suriname Aluminum Company, LLC, a limited liability company organized under the laws of the State of Delaware, the United States of America ("Suralco"); and

(4) the Republic of Suriname, a sovereign state, acting through its Ministry of Natural Resources ("Suriname"),

Arconic, AWA, Suralco and Suriname are sometimes referred to herein as the "Parties" and each individually as a "Party".

WHEREAS:

(A) On January 27, 1958, Suriname and Suralco entered into an agreement regarding the development and utilization of the hydropower potential of Suriname through the construction of a dam and Hydroelectric Works at Afobaka in the District of Brokopondo and the establishment of aluminum producing facilities in Suriname, capable of using power generated by said Hydroelectric Works, for a period of 75 years, as amended on May 19, 1959 (the "Brokopondo Agreement").

(B) On January 27, 1958, Alcoa Inc., a corporation organized under the laws of the Commonwealth of Pennsylvania, United States of America ("Arconic"), Suralco, and Suriname entered into that certain Guaranty Agreement in which Arconic declared itself guarantor for Suralco for the benefit of Suriname with respect to all of Suralco’s obligations, including, without any exception, arising out of the Brokopondo Agreement (the "Guaranty Agreement"). The Guaranty Agreement is attached to this Novation and Release Agreement as Schedule 1.

(C) On November 1, 2016, Arconic completed the separation of its business into two independent, publicly traded companies, namely Arconic and Alcoa Corporation, a corporation organized under the laws of the State of Delaware, United States of America ("Alcoa"). Following the separation, Alcoa holds, through one or more subsidiaries, the bauxite mining, alumina refining, and hydroelectric assets in Suriname previously held by Arconic. More specifically, Alcoa holds, through one or more subsidiaries, a 60% equity interest in AWA, and Alumina Limited, a company independent of Alcoa and incorporated under the laws of the Commonwealth of Australia, owns, through one or more subsidiaries, the remaining 40% equity interests in AWA. AWA, in turn, owns 100% of the equity interest of each of Suralco and Suralco’s joint venture partner N.V. Alcoa Minerals of Suriname (“AMS”), Suralco owns 100% of the Afobaka Hydroelectric Works, and Suralco and AMS currently own respectively 55% andDRAFT 45% of the Paranam Refinery. (D) On November 30, 2017, Arconic’s shareholders approved the reincorporation of Arconic as a Delaware company which was effected on December 31, 2017, by merging the existing company with a newly formed Delaware subsidiary which survived the merger and retained the “Arconic Inc.” name following the reincorporation.

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(E) Notwithstanding the separation and merger as set forth under recitals (C) and (D), Arconic remained a party to the Guaranty Agreement and therefore the provisions and obligations of the Guaranty Agreement continue to apply to Arconic.

(F) The Parties have agreed to AWA accepting and assuming all present and future obligations under the Guaranty Agreement and the corresponding obligations specifically referred to therein by way of transfer of contract from Arconic to AWA. Furthermore, in light of the transfer of contract as set forth in the previous sentence, Suriname shall release Arconic as further indicated in this Novation and Release Agreement.

(G) On [date], the National Assembly of Suriname authorized the Government of Suriname to enter into this Novation and Release Agreement, together with the Schedules thereto and any ancillary documents.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1 TRANSFER OF CONTRACT

Arconic, the transferor, irrevocably and unconditionally, transfers and assigns all of the rights and obligations including all accessory rights it holds under the Guaranty Agreement to AWA, the transferee, with immediate effect as of the date of this Novation and Release Agreement by executing this Novation and Release Agreement. Pursuant to such assignment and transfer the entire legal relationships of Arconic under the Guaranty Agreement with Suriname are transferred by Arconic to AWA. Parties agree that all accessory rights under the Guaranty Agreement will transfer concurrently to AWA by way of transfer of contract in accordance with Surinamese law, and AWA hereby accepts such transfer, as a result of which the entire legal relationship of Arconic with Suriname under the Guaranty Agreement is transferred by Arconic to AWA (the "Contract Transfer").

2 RELEASE

Suriname hereby absolutely, unconditionally and irrevocably acknowledges, agrees and confirms that all obligations and liabilities of Arconic and all claims, disputes and demands of any nature against Arconic under or in connection with the Guaranty Agreement are hereby waived and released forever. Arconic is hereby absolutely, unconditionally, irrevocably and fully released and discharged from and against any and all obligations, liabilities, offsets, claims, disputes and demands under or in connection with the Guaranty Agreement, known or unknown, accrued or accruing, which are or may be payable or required to be paid, refunded, reimbursed or performed prior to, on or after the date hereof (the "Release").

Each of Suriname and Suralco severally represent, warrant, and covenant that Suriname and Suralco are the sole beneficiaries of the Guaranty Agreement, and each of Suriname and Suralco severally represent, warrant, and covenant that such party has not and shall not assign or convey any interests in the Guaranty Agreement to any other party. 3 COOPERATIONDRAFT BY SURINAME Suriname in its capacity of counterparty of Arconic under the Guaranty Agreement, hereby acknowledges and approves the Contract Transfer and the Release.

4 MISCELLANEOUS

4.1 Further Assurances Novation Agreement Page 2 of 3 Agreed form final draft of 22 August, 2018

Agreed form final draft 22 August, 2018

Each Party agrees, at the request of the other Party, to do everything reasonably necessary to give effect to this Novation and Release Agreement, the Contract Transfer and Release contemplated by it (including the execution of documents) and to use all reasonable endeavours to cause relevant third parties to do likewise.

4.2 Costs and Expenses

In the event that Suriname incurs any third party expenses in relation to this Novation and Release Agreement, it will notify Suralco in advance of incurring such expenses, following which Parties will negotiate to what extent such costs will be incurred by Suralco.

4.3 Counterparts/Execution

This Novation and Release Agreement may be executed in three counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same document. Each signatory may deliver a signed copy of this Novation and Release Agreement by fax or email and any such faxed or emailed copy shall be deemed to be an original.

This Novation and Release Agreement has been drawn up in both the Dutch and English language, each of which shall collectively and separately constitute one and the same agreement. In the event of a conflict between the English version and the Dutch version of this Novation and Release Agreement, the Dutch version shall prevail.

5 GOVERNING LAW AND DISPUTE RESOLUTION

5.1 Applicable Law

This Novation and Release Agreement is governed by and shall be construed in accordance with Surinamese law.

5.2 Language

A Dutch translation of this Novation and Release Agreement has been provided. In the event of a conflict between the English version and the Dutch version of this Novation and Release Agreement, the English version shall prevail.

5.3 Dispute Resolution

The Parties shall use commercially reasonable efforts to settle amicably any and all disputes, controversies or claims (whether sounding in contract, tort, common law, statutory law, equity or otherwise) arising out of or relating to this Novation and Release Agreement, including any question regarding its existence or scope, the meaning of its provisions, or the proper performance of any of its terms by either Party, or its breach, termination or invalidity (each such dispute, controversy or claim, a "Dispute").

5.4 Arbitration

Any Dispute arising out of or in connection with this Novation and Release Agreement (includingDRAFT questions in respect of the authority of the arbitrators) shall be finally settled by arbitration in accordance with the rules of The Netherlands Arbitration Institute (Nederlands Arbitrage Instituut). The arbitral tribunal shall be composed of three arbitrators appointed in accordance with those rules. The place of the arbitration will be The Hague, the Netherlands. The language of the arbitration shall be English. The arbitrators shall decide according to the rules of law. The arbitral tribunal will not act as amiables compositeurs or ex aequo et bono.

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[Signature page to follow.]

DRAFT

Novation Agreement Page 4 of 3 Agreed form final draft of 22 August, 2018

Agreed form final draft 22 August, 2018

IN WITNESS WHEREOF, this Novation and Release Agreement has been duly executed and delivered as of the date first above written.

ARCONIC INC.

By: Name Title

ALCOA WORLD ALUMINA LLC

By: Name Title

SURINAME ALUMINUM COMPANY, L.L.C.

By: Name Title

THE REPUBLIC OF SURINAME

By: Name Title

DRAFT

Novation Agreement Agreed form final draft of 22 August, 2018

Agreed form final draft 22 August, 2018

Schedule 1 - Recital (B) Guaranty Agreement

DRAFT

Novation Agreement Agreed form final draft of 22 August, 2018 DRAFT DRAFT DRAFT Agreed form final draft 22 August, 2018

D R A F T

FRAMEWORK AGREEMENT

BY AND AMONG

THE REPUBLIC OF SURINAME

AND

SURINAME ALUMINUM COMPANY, L.L.C.

AND

N.V. ALCOA MINERALS OF SURINAME

DRAFT[DATE], 2018 TABLE OF CONTENTS

Page

1 REFERENCES ...... 3 2 AFOBAKA HYDROELECTRIC WORKS...... 7 3 TERMINATION BROKOPONDO AGREEMENT; EXTERNAL ENFORCEABILITY ...... 8 4 ENVIRONMENTAL REMEDIATION AND REHABILITATION ...... 9 5 CONCESSIONS ...... 10 6 BREACH OF OBLIGATIONS; TERMINATION ...... 10 7 INTERIM PERIOD ...... 11 8 RELEASE OF CLAIMS RELATING TO AFOBAKA HYDROELECTRIC WORKS ...... 12 9 MISCELLANEOUS ...... 12

SCHEDULES TO FRAMEWORK AGREEMENT

Schedule 1 – Recital B Map of Concessions

Schedule 2 – Recital F Ownership of Afobaka Hydroelectric Works and Paranam Refinery

Schedule 3 – Clause 5 Concession Release Overview

Schedule 4 – Clause 7 O&M and Maintenance and Capital Expenditure Scope

Schedule 5 – Clause 9 Deed of Adherence

ANNEXES TO FRAMEWORK AGREEMENT

Annex A Form of Afobaka Hydroelectric Works Transfer and Execution Agreement

Annex B Form of Environmental Remediation and Rehabilitation Agreement

Annex C Form of Suralco Power Purchase Agreement

Annex D Form of Suriname Power Purchase Agreement Annex E DRAFTForm of Transition Services Agreement

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THIS FRAMEWORK AGREEMENT, is entered into as of [date] 2018 (collectively, with the Annexes and Schedules hereto, the "Framework Agreement"),

BY AND AMONG:

(1) the Republic of Suriname, a sovereign state, represented by the Minister of Natural Resources ("Suriname");

(2) Suriname Aluminum Company, L.L.C., a limited liability company organized and existing under the laws of the State of Delaware, United States of America, with its business address at Van 't Hogerhuysstraat 13, Paramaribo, Suriname ("Suralco"); and

(3) N.V. Alcoa Minerals of Suriname, a public company with limited liability, organized and existing under the laws of the Netherlands, having its statutory seat at The Hague, the Netherlands, with its business address at Van 't Hogerhuysstraat 13, Paramaribo, Suriname ("AMS"),

Suriname, Suralco and AMS are sometimes referred to herein collectively as the "Parties" and each individually as "Party".

WHEREAS:

A. On January 27, 1958, Suriname and Suralco, a subsidiary of Aluminium Company of America Inc., a Commonwealth of Pennsylvania, United States of America, company ("Alcoa Inc.") entered into an agreement regarding the development and utilization of the hydropower potential of Suriname through the construction of a dam and Hydroelectric Works at Afobaka in the District of Brokopondo and the establishment of aluminum producing facilities in Suriname, capable of using power generated by said Hydroelectric Works, for a period of 75 years, as amended on May 19, 1959 (the "Brokopondo Agreement").

B. Pursuant to the Brokopondo Agreement, ancillary documents thereto, and other ‘concession’ documentation Suralco and AMS have been granted concessions to explore and mine bauxite in Suriname as follows, as indicated on the map attached to this Framework Agreement as Schedule 1:

(i) in the District of Para: DA, DB, DC, DD, Onverwacht, KKN, North of (1b), A, B, D, 1a, 1b, 1c, 1d, 2, 3, 4, 5, 6, 7, 8, 9, 10 and 11; (ii) in the District of Commewijne: C, C1, C2, Caramacca and Rorac; (iii) in the District of Marowijne: C3 and Marowijne; and (iv) in other areas: Brownsberg, C4, C5, C6 and C7 (collectively the "Concessions"). C. On January 27, 1958, Suriname, Alcoa Inc. and Suralco entered into a guaranty agreement in which Alcoa Inc. declared itself guarantor for Suralco for the benefit of Suriname with respect to all of Suralco’s obligations, including, without any exception, arising out of the Brokopondo Agreement (the "Guaranty Agreement"). D. On NovemberDRAFT 21, 1966, Suriname and Suralco entered into a power agreement concerning the delivery by Suralco to Suriname of electrical energy generated by the Afobaka Hydroelectric Works (the "Power Agreement").

E. On September 16, 1999, Suriname and Suralco entered into another energy agreement relating to the delivery of additional energy to Suriname from the Afobaka Hydroelectric Works (the "Energy Agreement").

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F. On November 1, 2016, Alcoa Inc. completed the separation of its business into two independent, publicly traded companies, namely Alcoa Corporation, a corporation organized under the laws of the State of Delaware, United States of America ("Alcoa") and Arconic Inc., previously Alcoa Inc. ("Arconic"). Following the separation, Alcoa holds, through one or more subsidiaries, the bauxite mining, alumina refining, and hydroelectric assets in Suriname previously held by Arconic. More specifically, Alcoa holds, through one or more subsidiaries, a 60% equity interest in Alcoa World Alumina LLC, a limited liability company organized under the laws of the State of Delaware, the United States of America ("AWA"), and Alumina Limited, a company independent of Alcoa and incorporated under the laws of the Commonwealth of Australia, owns, through one or more subsidiaries, the remaining 40% equity interests in AWA. AWA, in turn, owns 100% of the equity interests of each of Suralco and AMS, Suralco owns 100% of the Afobaka Hydroelectric Works, and Suralco and AMS own respectively 55% and 45% of the Paranam Refinery, each as depicted in Schedule 2.

G. In January 2017 Alcoa decided to permanently close its Paranam Refinery and bauxite mines in Suriname, which have been fully curtailed since November 2015.

H. The Parties agree to terminate the Brokopondo Agreement before its expiration date and to transfer the Afobaka Hydroelectric Works to Suriname, subject to the terms and conditions of this Framework Agreement and the Transaction Documents.

I. To address environmental issues, rehabilitation and other like issues related to and arising out of past mining and refining operations, Suralco and AMS commit to undertake various decommissioning, closure, remediation, reclamation and environmental clean-up projects in a manner and to the extent as set forth in this Framework Agreement and the Environmental Remediation and Rehabilitation Agreement (as defined below).

J. The Parties agree that Suralco will supply power to Suriname pursuant to a power purchase agreement that replaces and supersedes the Power Agreement and the Energy Agreement (the "Suriname Power Purchase Agreement"), subject to the terms and conditions of such agreement and this Framework Agreement.

K. The Parties agree that, from the Transfer, Suriname will supply power to Suralco pursuant to a power purchase agreement to be entered into on the Transfer (as defined below) (the "Suralco Power Purchase Agreement"), subject to the terms and conditions of such agreement and this Framework Agreement.

L. In light of the aforementioned, the Parties wish to set out their agreement on these and other matters, including:

(i) the early termination of the Brokopondo Agreement, the incorporation of certain of its provisions in this Framework Agreement, and the Parties acknowledgement that the Framework Agreement shall have External Enforceability (as defined in this Framework Agreement); (ii) (interim) arrangements for: (i) the supply of power by Suralco to Suriname during the period between the date of this Framework Agreement and the Transfer; (ii) the transfer of the Afobaka Hydroelectric Works Assets and the Afobaka Hydroelectric Works Liabilities from Suralco to Suriname; and (iii) the supply of power by DRAFTSuriname to Suralco from the transfer of the Afobaka Hydroelectric Works Assets and the Afobaka Hydroelectric Works Liabilities; (iii) the performance of certain environmental remediation, rehabilitation and environmental clean-up activities by Suralco and AMS;

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(iv) the termination of the Concessions granted pursuant to or in accordance with the Brokopondo Agreement, ancillary documents thereto and any other ‘concession’ documentation; and (v) certain assistance and advice by Suralco to Suriname during a period of one (1) year prior to the Transfer Date and the provision of further transition services for a minimum of six (6) months and a maximum of one (1) year following the Transfer.

M. On [date], the National Assembly of Suriname authorized the Government of Suriname to enter into: (i) the Transaction Documents and any other ancillary documents; and, (ii) that certain Novation and Release Agreement, pursuant to which AWA accepts and assumes all present and future obligations from Arconic under the Guaranty Agreement, by way of transfer of contract in accordance with Surinamese Law (the "Novation and Release Agreement").

N. Following the authorization as set forth under Recital M above, on the date of this Framework Agreement, Arconic, Suralco, AWA, and Suriname entered into the Novation and Release Agreement.

O. Suriname has satisfied all outstanding receivables due and owing to Suralco under the Power Agreement and the Energy Agreement.

1 REFERENCES

1.1 Definitions

The following terms shall have the meanings following thereafter:

"Affiliate" means, with respect to a Party, any Person at any time controlling, controlled by or under common control with, such Party. The term 'control' as used in this definition shall mean the legal, beneficial or equitable ownership, directly or indirectly, of more than 50% of the aggregate of all voting equity interests in such entity;

"Afobaka Hydroelectric Works" means the main dam, secondary dams and dikes and its surroundings (as part of the Concessions), the bridge at the discharge side of the main dam, the Afobaka airstrip, the spillways, the intake works and penstocks, the Afobaka powerhouse complete with generating and accessory equipment, the tailrace, the transforming and switching equipment at the Afobaka powerhouse, the high tension transmission lines from the Afobaka powerhouse to the Paranam Switchyard, communication and control equipment necessary to the servicing and operation of the Hydroelectric Works, the operators' villages near the powerhouse, the non-public roads built specially to service the Hydroelectric Works, the well water system, the recreational facility and surrounding land, the Tiemba dock and parking area, the section of MSY at Paranam, the military barracks, the maintenance store, the landfill, quarry A/B discharge lake of the turbine and the switching yard for the villages and the recreationalDRAFT facility; "Afobaka Hydroelectric Works Assets" has the meaning set forth in the Afobaka Hydroelectric Works Transfer and Execution Agreement;

"Afobaka Hydroelectric Works Liabilities" has the meaning set forth in the Afobaka Hydroelectric Works Transfer and Execution Agreement;

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"Afobaka Hydroelectric Works Transfer and Execution Agreement" means the Afobaka Hydroelectric Works Transfer and Execution Agreement, dated as of the date hereof, by and among Suriname, Suralco and AMS, substantially in the form attached hereto as 0;

"Alcoa" has the meaning set forth in Recital F;

"Alcoa Inc." has the meaning set forth in Recital A;

"AMS" has the meaning set forth in the preamble to this Framework Agreement;

"Arconic" has the meaning set forth in Recital F;

"Assigned Agreements" has the meaning set forth in Clause 9.6(b);

"AWA" has the meaning set forth in Recital F;

"Breach" means a breach by a Party of an obligation under the Transaction Documents;

"Brokopondo Agreement" has the meaning set forth in Recital A;

"Business Day" means a day (other than a Saturday or Sunday) on which banks are open for normal business in the Netherlands and Suriname;

"Claims" means any claim made by a Third Party relating directly or indirectly to the Concessions, Transaction Documents and/or the subject matter thereof;

"Concessions" has the meaning set forth in Recital B;

"Damages" means a Party’s incurred direct costs and expenses to be determined in accordance with article 6:96 of the Dutch Civil Code, excepting, however, any costs and expenses that are indirect, consequential (including lost profits) or unforeseeable to a breaching party at the time of its breach;

"Dispute" has the meaning set forth in Clause 9.14(a);

"Energy Agreement" has the meaning set forth in Recital E;

"Environmental Laws" means any stipulation from (i) Mining Act of 8 May 1986, SB 1986 no. 28; (ii) Hindrance Act of 27 December 1929, G.B. 1930 no. 64 and revised in G.B. 1943 no. 119, G.B. 1944 no. 57, G.B. 1944 no. 153, G.B. 1972 no. 96, S.B. 2001 no. 63; and (iii) any and all other Laws or other mandates, requirements, proscriptions or prescriptions of any kind, whether current or future, of a Government Authority having jurisdiction over the matter, relating in any way to the generation, transportation or disposal of waste materials; the contamination, reclamation, or protection of the environment or environmental media (air, surface water, ground water, soil), or protection of natural resources and habitats, including without limitation, those relating to emissions, discharges, releases or threatened emissions, discharges or releases to, on, or into the environment of, or exposures or threatened exposures to, anyDRAFT substance that could negatively impact environmental media; "Environmental Remediation and Rehabilitation Agreement" means the Environmental Remediation and Rehabilitation Agreement, dated as the date hereof, by and among Suriname, Suralco and AMS, substantially in the form attached hereto as Annex B;

"External Enforceability" has the meaning set forth in Clause 3.2;

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"Framework Agreement" has the meaning set forth in the preamble to this Framework Agreement;

"Government Authority" means any supranational governmental commission, council, directorate, court (established by Law), trade agency, regulatory body or other authority, or any national government, any legislature, any political subdivision of a national government or of any state, county, province or local jurisdiction therein, or any agency or instrumentality of any such government or political subdivision, to the extent it has or claims jurisdiction;

"Guaranty Agreement" has the meaning set forth in Recital C;

"Law" means any international, federal, national (including, without limitation, U.S. state and/or federal law), state, provincial or local law, regulation, rule, statute, ordinance, Order, permit, or treaty, or any other legal requirement;

"Material Unforeseen Capital Expenditure" has the meaning set forth in Clause 7(d);

"Nominee Company" has the meaning set forth in Clause 9.6;

"Non-Mined Areas" has the meaning set forth in Clause 5.2(a);

"Notice" has the meaning set forth in Clause 9.1(a);

"Novation and Release Agreement" has the meaning set forth in Recital M;

"Order" means any order, administrative order, injunction, judgment, decree, ruling, assessment, or arbitration award of any Government Authority or arbitrator;

"Parties" has the meaning set forth in the preamble to this Framework Agreement;

"Person" means any individual, corporation, entity, limited liability partnership, limited liability company, partnership, joint venture, association, joint stock company, trust, unincorporated organization or government;

"Power Agreement" has the meaning set forth in Recital D;

"Proceeding" means any action, arbitration, mediation, audit, hearing, investigation, litigation, or suit (whether civil, criminal, administrative, judicial, or investigative) commenced, brought, conducted, or heard by or before or otherwise involving, any Government Authority or arbitrator;

"Release" has the meaning set forth in Clause 4.2;

"Representative" means any director, officer, employee, advisor, accountant or other agent of the Party and/or Affiliates concerned;

"Suralco" has the meaning set forth in the preamble to this Framework Agreement;

"Suralco Power Purchase Agreement" has the meaning set forth in Recital K, substantially in the formDRAFT attached hereto as Annex C;

"Suriname" has the meaning set forth in the preamble to this Framework Agreement;

"Suriname Power Purchase Agreement" has the meaning set forth in Recital J, substantially in the form attached hereto as Annex D, to be entered into by and between Suralco and Suriname simultaneously with the execution and delivery of this Framework Agreement;

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"Third Party" means a Person who is not a Party;

"Transaction Documents" means the Framework Agreement, the Afobaka Hydroelectric Works Transfer and Execution Agreement, the Environmental Remediation and Rehabilitation Agreement, the Suralco Power Purchase Agreement, the Suriname Power Purchase Agreement, the TSA and all Schedules and Annexes thereto;

"Transfer" has the meaning set forth in Clause 2.1;

"Transfer Date" has the meaning set forth in Clause 2.3;

"Treaty" means the Agreement on Encouragement and Reciprocal Protection of Investments between the Kingdom of the Netherlands and the Republic of Suriname, entered into force on September 1, 2006;

"TSA" means the Transition Services Agreement, substantially in the form attached hereto as Annex E, to be entered into by and between Suralco and Suriname prior to or ultimately on the Transfer, pursuant to which Suralco will provide on a temporary basis back office transition services; and

"USD" means United States Dollars.

1.2 Capitalized Terms

Capitalized terms shall have the meaning ascribed to them in Clause 1.1 hereof or as otherwise defined at that place in this Framework Agreement or as required by the context.

1.3 Rules of Construction

(a) Singular, plural and gender. Whenever the context requires, words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires.

(b) Document format. The provision of a table of contents, the division into Clauses and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Framework Agreement. All references herein to the terms "Clause", "Schedule" and "Annex" are references to the Clauses, Schedules and Annexes to this Framework Agreement unless otherwise specified.

(c) Recurring words. The words "include", "includes", "including" and words of similar import when used in this Framework Agreement mean "including, without limitation" unless otherwise specified. The words "hereof", "herein", "hereby", "hereto", and derivative or similar words when used in this Framework Agreement refer to this entire Agreement, including the Schedules and Annexes, and not to any particular provision of this Framework Agreement. The term "any" means "any and all". The term "or" shall not be exclusive and shall mean "and/or". The word "extent" in the phrase "to the extent" shall mean the degree to which a subject or other thing extends, DRAFTand such phrase shall not mean simply "if". (d) References to Person. References to any Person include such Person's successors and permitted assigns.

(e) References to Law. References to "applicable" Law or Laws with respect to a particular Person, thing or matter mean only such Law or Laws as to which

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Government Authority that enacted or promulgated such Law or Laws has jurisdiction over such Person, thing or matter. Unless otherwise expressly provided herein, references to any statute, rule, regulation or form, including in the definition thereof, shall be deemed to include references to such statute, rule, regulation or form as amended, modified, supplemented or replaced from time to time, and in the case of any statute include any rules and regulations promulgated under such statute, and all references to any section of any statute, rule, regulation or form include any successor to such section.

(f) Calculating period of time. When calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Framework Agreement, the date that is referenced in the beginning or at the end of the calculation of such period will be excluded; if the last day of any period referenced herein is a non-Business Day, the period in question will end on the succeeding Business Day.

(g) Reference to days and writing. References to "days" mean calendar days unless Business Days are expressly specified. References to "written" or "in writing" include in electronic form.

(h) Take all reasonable actions necessary. Whenever this Framework Agreement refers to "take all reasonable action necessary" or similar terms, this means that each relevant Party shall grant powers of attorney, execute documents, take all (other) lawful steps that are within its power and use all voting rights and other powers of control available to it, including instructing its Representative(s), nominee(s) or designee(s), as the case may be, on each board meeting and on any committee to take any and all reasonable action within its power to procure the relevant matter.

2 AFOBAKA HYDROELECTRIC WORKS

2.1 Transfer

Subject to, and in accordance with, the terms and conditions of this Framework Agreement and the Afobaka Hydroelectric Works Transfer and Execution Agreement, Suralco shall transfer free of charge the Afobaka Hydroelectric Works to Suriname in its current operating condition on an "as is, where is" basis and Suriname shall accept the Afobaka Hydroelectric Works and assume all of the Assets and Afobaka Hydroelectric Works Liabilities arising out of or relating to the Afobaka Hydroelectric Works and its operations as further indicated in the Afobaka Hydroelectric Works Transfer and Execution Agreement, whether occurring before, on or after the Transfer Date (the "Transfer").

2.2 Release from Obligations and Liabilities

The Transfer shall be subject to the release by Suriname, as also included in the Afobaka Hydroelectric Works Transfer and Execution Agreement, of Suralco, AMS and their respective Affiliates and Representatives, from any and all obligations and liabilities arising out of or relating to the Afobaka Hydroelectric Works, the lands on which it is built, including with respect to the design, building and maintenance of the Afobaka Hydroelectric Works, power DRAFT producing equipment and appurtenances thereto and with respect to any applicable Environmental Laws or the condition of land or its past, present or future operations, whether arising before, on or after the Transfer Date.

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2.3 Transfer Date

The Transfer shall occur on December 31, 2019 (the "Transfer Date"). The Parties will enter into the Afobaka Hydroelectric Works Transfer and Execution Agreement simultaneously with the execution and delivery of this Framework Agreement.

2.4 Suriname Power Purchase Agreement

On the day of execution of this Framework Agreement, Suriname and Suralco will execute the Suriname Power Purchase Agreement and perform any and all actions reasonably necessary to implement the terms thereof.

2.5 Suralco Power Purchase Agreement

On the Transfer Date, Suralco and Suriname will execute the Suralco Power Purchase Agreement and perform any and all actions reasonably necessary to implement the terms thereof.

3 TERMINATION BROKOPONDO AGREEMENT; EXTERNAL ENFORCEABILITY

3.1 Termination Brokopondo Agreement

Upon the occurrence of the Transfer, all provisions of the Brokopondo Agreement shall automatically terminate.

3.2 External Enforceability

Suriname agrees and shall procure that through acceptance and approval of the Transaction Documents and any documents ancillary thereto by Suriname and the National Assembly of Suriname, the Transaction Documents shall have external enforceability which shall include that, in the case of a conflict between what is set forth in the Transaction Documents and ancillary documentation and the contents of any current and future Law, such Law shall not apply to the extent necessary to allow for the due performance of the obligations and commitments of the Parties under this Framework Agreement, and future changes in the Law shall not limit Suralco’s and/or AMS’ rights or expand Suralco’s and/or AMS’ obligations under the Transaction Documents towards Suriname or towards any Third Parties ("External Enforceability").

3.3 Laws, Orders and Proceedings

(a) Suriname hereby irrevocably and unconditionally represents and warrants that at the date of this Framework Agreement there has not been and there is not any Law, Order and/or to the best knowledge of Suriname (pending) Proceeding, which Law, Order and/or Proceeding challenges, or could have the effect of preventing, delaying, making illegal, imposing limitations or conditions on, expanding the obligations or commitments of, or otherwise interfering with, the Framework Agreement, including, without limitation, the External Enforceability. Suralco hereby irrevocably and unconditionally represents and warrants that to the best of its knowledge at the date of DRAFTthis Framework Agreement there has not been and there is not any (pending) Proceeding which could have the effect of preventing, delaying, making illegal, imposing limitations or conditions on, expanding the obligations or commitments of, or otherwise interfering with, the Framework Agreement.

(b) In the event that there is at any time any Claim, Law, Order and/or (pending) Proceeding, or any directly or indirectly related Claim, Law or Order made in

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execution or furtherance of that Judgment) that challenges or has the effect of preventing, delaying, making illegal, imposing limitations or conditions on, expanding the obligations or commitments of, or otherwise interferes with, the Framework Agreement, including, without limitation, the External Enforceability, (i) Suralco, AMS and/or any of their Affiliates shall not be obliged to perform any actions in relation to such Claim, Law, Order and/or Proceeding other than those actions that have been specifically agreed in this Framework Agreement; (ii) Suriname shall take all actions necessary, and at the request of Suralco and/or AMS, execute and deliver any further instruments or documents and take all such further actions for Suriname’s own risk and account, as Suralco and/or AMS may reasonably request, to ensure that Suralco and AMS can fully consummate their rights under this Framework Agreement, without limiting or expanding Suralco’s and/or AMS’ obligations under this Framework Agreement towards Suriname and/or towards any Third Parties; and (iii) Suriname hereby agrees to indemnify, defend and hold Suralco, AMS and/or any of their Affiliates harmless for and against any liability, cost and/or penalty resulting for Suralco, AMS and/or any of their Affiliates from any claims made by Third Parties, in their own right or on behalf of any collective or diffuse right, which claims relate to: (a) activities where Suralco and/or AMS have been granted one or more Concessions and Suralco and/or AMS have acted within the scope and limits of such Concessions; and (b) Suralco and/or AMS have performed the obligations under the Environmental Remediation and Rehabilitation Agreement. For the avoidance of doubt, the indemnity in the previous sentence shall not cover any Third Party claims resulting from activities by Suralco and/or AMS, other than described in Clause 3.3(b)(iii).

4 ENVIRONMENTAL REMEDIATION AND REHABILITATION

4.1 Environmental Remediation and Rehabilitation Agreement

Suralco and AMS will remediate and otherwise address specific environmental conditions resulting from its mining, refining and related operations as provided in the terms and conditions of the Environmental Remediation and Rehabilitation Agreement, this includes environmental remediation for unknown conditions relating to the matters set out in Annex 1 that are shown to have been caused by Suralco activities. The Environmental Remediation and Rehabilitation Agreement includes Suriname's agreement to take all necessary or reasonably requested actions to facilitate Suralco with its remediation efforts, including with respect to permits, approvals, access-rights and other related matters. Parties will enter into the Environmental Remediation and Rehabilitation Agreement simultaneously with the execution and delivery of this Framework Agreement.

4.2 Environmental Release

As set out more fully in the Environmental Remediation and Rehabilitation Agreement, when the Matter Closure Report becomes final in accordance with the Environmental Remediation and Rehabilitation Agreement, the release by Suriname of Suralco, AMS and AWA and their respective Affiliates and Representatives from any and all obligations and liabilities arising out of or relating to Environmental Laws, the past, current or future condition of the land or past, present or future operations on the land, shall become effective in accordance with the terms DRAFT and conditions of the Environmental Remediation and Rehabilitation Agreement (the "Release").

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5 CONCESSIONS

5.1 Termination of Concessions

Subject to the rights and obligations of Suralco set out herein, the Concessions, as listed in Schedule 3, are hereby revoked.

For the purpose of the performance of the environmental remediation, rehabilitation and reclamation as set forth in the Environmental Remediation and Rehabilitation Agreement: (i) Suralco shall retain the right to access the land and to use engineering or institutional controls to facilitate reclamation with respect to the relevant Concessions; and (ii) Suriname shall grant or shall procure that Suralco shall be granted, without any undue delay or unreasonable condition, any rights required.

5.2 Concession Release

(a) The Parties acknowledge and agree that, with respect to the Concessions, as listed in Schedule 3 paragraph (a) (the "Non-Mined Areas"), Suriname hereby releases Suralco, AMS, AWA and their respective Affiliates and Representatives from any and all obligations and liabilities arising out of or relating to these Concessions, including arising out of or relating to Environmental Laws, the past, current or future condition of the land or past, current or future operations on the land.

(b) The Parties acknowledge and agree that, with respect to the Concessions that already have been rehabilitated as listed in Schedule 3(b), Suriname hereby releases (with such releases to become effective when the Legacy Mine Rehabilitation Closure Reports for such Concessions become final) Suralco, AMS, AWA and their respective Affiliates and Representatives from any and all obligations and liabilities arising out of or relating to these Concessions, including arising out of or relating to Environmental Laws, the past, current or future condition of the land or past, current or future operations on the land.

(c) With respect to the Concessions that do require environmental remediation or reclamation, Suriname hereby releases (with such releases to become effective when the Mine Rehabilitation Closure Reports for such Concessions become final) Suralco, AMS, AWA and their respective Affiliates and Representatives, from any and all obligations and liabilities arising out of or relating to these Concessions, including obligations and liabilities arising out of or relating to Environmental Laws, the past, current or future condition of the land or past, current or future operations on the land, as set forth in the Environmental Remediation and Rehabilitation Agreement.

6 BREACH OF OBLIGATIONS; TERMINATION

6.1 Breach

In the event of a Breach by a Party, such breaching-Party shall be liable towards the other non-breaching Parties for any Damages suffered by them in connection with or as a result of such Breach and such Breach not being cured within the reasonable remedy period set forth in the NoticeDRAFT described in Clause 6.2. 6.2 Notice of a Breach

If Suralco and/or AMS become aware of a Breach by Suriname or Suriname becomes aware of a Breach by Suralco and/or AMS, Suralco and/or AMS on the one hand or Suriname on the other hand (as the case may be) shall as soon as reasonably practicable but no later than thirty

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(30) days thereafter give Notice to the respective other Parties of the relevant facts, circumstances and nature of the alleged Breach and provide a reasonable remedy period to cure such Breach, but in any event such cure period not to exceed sixty (60) days after delivery of Notice unless the Parties agree otherwise. Failure to give such Notice will not prejudice any right to claim Damages.

6.3 Effect of Termination

In the event of termination of this Framework Agreement by any Party prior to the Transfer, any and all provisions of the Brokopondo Agreement shall remain in full force and effect, disregarding any amendments to the Brokopondo Agreement stipulated by this Framework Agreement.

6.4 Survival

This Clause 6, Clause 1 (References), Clause 5 (Concessions) and Clause 9 (Miscellaneous) shall survive any termination of this Framework Agreement.

7 INTERIM PERIOD

For the period between the date of this Framework Agreement and the Transfer, the following shall apply:

(a) at the date of this Framework Agreement, the Parties shall enter into the Suriname Power Purchase Agreement, which agreement shall terminate upon the Transfer, without further notice being required;

(b) commencing on January 1, 2019, Suriname shall use its best efforts, and Suralco shall provide assistance and advice to allow Suriname to prepare to operate the Afobaka Hydroelectric Works following the Transfer;

(c) notwithstanding Clause 2, until the Transfer, Suralco shall continue to operate the Afobaka Hydroelectric Works, and have exclusive control over the operation, management and maintenance of the Afobaka Hydroelectric Works, as well as over the use of water and the regulation of the water level of the reservoir and shall maintain the Afobaka Hydroelectric Works substantially in accordance with the O&M and Maintenance and Capital Expenditure Scope set forth in Schedule 4, provided that scheduled maintenance and capital investments planned by Suralco and acknowledged by Suriname for the period prior to the Transfer, shall be executed completely by Suralco irrespective of the fact whether or not the fulfillment of such maintenance and/or capital investments extends beyond the Transfer. If circumstances so require, Suralco shall be entitled to make changes to Schedule 4, provided that (i) Suralco will provide prior Notice to Suriname of such changes; and (ii) the budgeted expenses of Schedule 4 will not materially decrease as a result of such changes.

(d) notwithstanding Clause 2, prior to the Transfer, if Suralco determines that any Afobaka Hydroelectric Works Asset requires any repair or maintenance, or any DRAFTcapital expenditure must be made for the replacement of facilities, equipment or machinery that will become an Afobaka Hydroelectric Works Asset, which repair, maintenance or replacement was unforeseen by Suralco, and that (i) would have, in the case of a capital expenditure, an asset life beyond the Transfer or, in the case of a repair, would extend the life of such asset beyond the Transfer, (ii) the cost of which is reasonably expected to exceed USD 1,000,000 and (iii) is not included in the O&M and Capital Expenditure Scope set forth in Schedule 4 ("Material Unforeseen

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Capital Expenditure"), Suralco shall provide Notice to Suriname of such circumstance. If Suralco determines that the failure to make such repair, maintenance or replacement would pose a substantial risk to the security of the Afobaka Hydroelectric Works, the safety of any Suralco employees and/or the community, or the integrity and/or condition of any other Afobaka Hydroelectric Works Assets, Suralco shall provide Suriname a Notice of its determination and may proceed to carry out such repair, maintenance or replacement without requiring the consent of Suriname, and in such case the expenses reasonably incurred by Suralco shall be shared by Suralco and Suriname according to the remainder of this Clause 7(d). If Suralco determines that the failure to make such repair, maintenance or replacement would not pose a substantial risk of the foregoing circumstances or conditions, then it will provide Suriname with a Notice of one or more proposed approaches to addressing the same. Suralco will proceed with a proposed approach only if it receives a Notice of Suriname's agreement to the proposed approach, which agreement shall not be unreasonably withheld, within fifteen (15) Business Days from the date on which Suralco delivered the proposed approach to Suriname. In such case, Suriname shall hold Suralco harmless for any expense or liability incurred by Suralco arising out of or in connection with the subject of Suralco’s Notice. Notwithstanding anything else to the contrary, Suralco shall only be responsible for an amount equal to the total costs incurred in connection with any Material Unforeseen Capital Expenditure multiplied by a fraction (A) the numerator of which is the period (expressed in years) that Suralco owns the applicable Afobaka Hydroelectric Works Asset following the implementation of the Material Unforeseen Capital Expenditure prior to the Transfer, and (B) the denominator of which is the expected number of years of useful life of the applicable Afobaka Hydroelectric Works Asset following the implementation of the Material Unforeseen Capital Expenditure. The useful life of the applicable Afobaka Hydroelectric Works Asset following the implementation of the Material Unforeseen Capital Expenditure shall be calculated in accordance with the guidelines established by the Federal Energy Regulation Commission of the United States of America.

8 RELEASE OF CLAIMS RELATING TO AFOBAKA HYDROELECTRIC WORKS

From the Transfer, Suriname obligates itself to take, as soon as possible, the steps necessary to obtain a release from all claims asserted against Suralco, AMS, AWA and/or any of their Affiliates arising out of or in any way in connection with any agreement or agreements previously entered into by Suralco, AMS, AWA and/or any of their Affiliates concerning investigation, design, construction or operation of any hydroelectric works in or on the Suriname River, and Suriname hereby indemnifies, safeguards and holds harmless Suralco, AMS and/or any of their Affiliates against all such claims.

9 MISCELLANEOUS

9.1 Notices

(a) Form. Whenever it is provided herein that any notice, demand, request, consent, approval, declaration or other communication shall or may be given to or served upon either Party by the other Party, or whenever either Party desires to give or serve upon DRAFTthe other Party any communication with respect to this Framework Agreement, each such notice, demand, request, consent, approval, declaration or other communication (each a "Notice") shall be in writing and signed by or on behalf of the Party giving it.

(b) Service. Any Notice shall be served by: (i) delivering it by hand or sending it to the address of a Party set forth in this Clause 9.1(b) or to such other address as may be substituted by Notice given by the applicable Party as herein provided:

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to Suralco and/or AMS:

Alcoa World Alumina L.L.C. 201 Isabella Street Pittsburgh, PA 15212 United States of America Attention: General Counsel Facsimile: +1-412-992-5440 Email: [email protected]

with a copy to (which shall not constitute Notice to Suralco and/or AMS):

Jones Day (Amsterdam office) Concertgebouwplein 20 1071 LN Amsterdam the Netherlands Attention: Mr. M. Jansen Facsimile: +31 (0) 20 305 4201 Email: [email protected]

to Suriname:

The Minister of Natural Resources Mr. J.C. de Mirandastraat 13-15 Paramaribo, Suriname Facsimile: [fax number] Email: [email address]

with a copy to (which shall not constitute Notice to Suriname):

[details to be included] Attention: [name] Facsimile: [fax number] Email: [email address]; or

(ii) sending it by email in accordance with Clause 9.1(d), in each case marked for the attention of the relevant Party set out in this Clause 9.1(b) (or as otherwise notified from time to time in accordance with this Clause 9.1(b)).

(c) Deemed delivery. Any Notice shall be deemed to have been duly given as follows: (i) if sent by post, three (3) Business Days after the date of posting if posted to an address in the same country, or five (5) Business Days after the date of posting where posted to an address in another country; or (ii) if hand delivered, when delivered; or (iii) if sent by email, the time of delivery will be determined in accordance with Clause 9.1(d), provided that in each case where delivery by post or by hand occurs after 6:00 P.M. on a Business Day or on a day which is not a Business Day, service shall be deemed to occur at 9:00 A.M. on the next following Business Day. DRAFTReferences to time in this Clause 9.1 are to local time in the country of the addressee. (d) Notices sent by email. Any Notice which may be given under this Framework Agreement may instead be sent by email if: (i) the method of signature or sign-off identifies the sender; (ii) the Notice is signed by the Party or where the Party is a company, by an authorized representative of the Party; and (iii) the Notice is sent to the email address of the relevant Party set out in Clause 9.1(b), or as otherwise notified from time to time in accordance with Clause 9.1(b). A Notice sent under this

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Clause 9.1(d) will be taken to be duly given on the first to occur of: (i) receipt by the sender of an email acknowledgment from the recipient's information system showing that the Notice has been delivered to the stated email address; (ii) the time that the Notice enters an information system which is under the control of the recipient; and (iii) the time that the Notice is first opened or read by an employee or officer of the recipient, provided that in each case where delivery by email occurs after 6:00 P.M. on a Business Day or on a day which is not a Business Day, service shall be deemed to have occurred at 9:00 A.M. on the following Business Day.

9.2 Amendments and Modifications; Waivers

(a) No amendment, modification or variation of any provision of this Framework Agreement shall in any event be effective except by written agreement making specific reference to the applicable provision to be amended, modified or varied, in each case duly executed by each Party and, to the extent required, by observing the same formalities that have been observed for the execution of the Transaction Documents and any other ancillary documents.

(b) The failure of either Party, at any time or times, to require strict performance by the other Party of any provision of this Framework Agreement shall not waive, affect or diminish any right of such Party thereafter to demand strict compliance and performance herewith and no failure or delay by a Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. Any suspension or waiver of any provision of this Framework Agreement shall not suspend, waive or affect any other provision of this Framework Agreement whether the same is prior or subsequent thereto. None of the undertakings, agreements, representations, warranties or covenants of either Party contained in or contemplated by any other provision of this Framework Agreement shall be deemed to have been suspended or waived by the other Party, unless such waiver or suspension is by an instrument in writing signed by an officer of or other authorized employee of such Party and directed to the other Party specifying such suspension or waiver.

9.3 Further Assurances

At any time and from time to time after the date of this Framework Agreement, Parties agree to take all reasonable actions necessary, and at the request of any other Party, to execute and deliver any further instruments or documents and to take all such further action as the other Party may reasonably request in order to evidence or effectuate the consummation of the transactions contemplated hereby and to otherwise carry out the intent of the Parties hereunder.

9.4 Fees and Expenses

Except as otherwise expressly provided in this Framework Agreement, each Party shall bear its own fees and expenses incurred in connection with the matters described herein and therein, including fees and expenses of financial, legal and accounting advisors and other outsideDRAFT consultants (irrespective of when incurred). 9.5 Payments in USD

Any and all payments by Suriname to Suralco and/or an Affiliate under the Transaction Documents shall be made in USD by wire transfer of immediately available funds to the account or accounts in the United States as designated by Suralco.

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9.6 Successors and Assigns; Assignment

This Framework Agreement shall be binding on and shall inure to the benefit of and be enforceable by the Parties and their respective successors and permitted assigns. Except as otherwise provided herein, (i) neither Party may assign, transfer, hypothecate, novate, mortgage, charge or otherwise convey its rights, benefits, obligations or duties hereunder without the prior written consent of the other Party; (ii) any such purported assignment, transfer, hypothecation, novation, mortgage, charge or other conveyance by either Party without the prior written consent of the other Party shall be void ab initio; and (iii) no assignment permitted or consented to hereby shall release either Party from any liability under this Framework Agreement unless expressly provided for in such consent.

Notwithstanding Clause 2.1 and subclauses (i) and (ii) of this Clause 9.6, and subject to subclause (iii) of this Clause 9.6, at any time prior to the Transfer Date Suriname may assign its rights and obligations under this Framework Agreement to a Person wholly-owned by Suriname (the "Nominee Company") (unless to do so would restrict or delay the consummation of the transactions contemplated by this Framework Agreement), provided, however that:

(a) Suralco and AMS have approved the assignment in writing, which approval shall not be unreasonably withheld. Suralco and AMS shall be entitled to adequate evidence provided by Suriname that the Nominee Company is wholly-owned by Suriname and will- and remain to be wholly-owned by Suriname as of the Transfer Date;

(b) the Nominee Company shall duly sign and execute a deed of adherence in accordance with Schedule 5, as a result of which the Nominee Company shall become a Party to each of the Framework Agreement, the Afobaka Hydroelectric Works Transfer and Execution Agreement, the Suralco Power Purchase Agreement and the Transition Services Agreement (together the "Assigned Agreements"); and

(c) Suriname shall (in addition to its obligations under this Clause 9.6) at all times guarantee the due performance by the Nominee Company of all obligations under the Assigned Agreements and remain liable for any of its and/or the Nominee Company’s obligations under the Assigned Agreements.

9.7 Counterparts; Effectiveness

This Framework Agreement may be executed in any number of separate counterparts, each of which shall collectively and separately constitute one and the same agreement. An executed counterpart delivered electronically (including by email or facsimile) shall be an original, with the same effect as an executed counterpart delivered in person. This Framework Agreement shall become effective when each Party shall have received a counterpart hereof signed by the other Party.

A Dutch translation of this Framework Agreement has been provided. In the event of a conflict between the English version and the Dutch version of this Framework Agreement, the English version shall prevail. 9.8 EntireDRAFT Agreement This Framework Agreement and its Schedules and Annexes collectively constitute and contain the entire agreement and understanding between the Parties with respect to the subject matter hereof and thereof and supersede all prior correspondence, agreements, understandings, negotiations and contracts, both written and oral, express or implied, between the Parties with respect to the subject matter hereof and thereof. No representation, warranty, promise,

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inducement or statement of intention has been made by either Party that is not embodied in this Framework Agreement, and neither Party shall be bound by, or liable for, any alleged representation, warranty, promise, inducement or statement of intention not embodied herein or therein. Each Party represents and agrees that: (a) it did not rely on any statement, oral or written, that is not contained in this Framework Agreement in making its decision to execute this Framework Agreement; (b) any drafts of this Framework Agreement existing before the final fully executed drafts shall not be used for purposes of interpreting any provision of this Framework Agreement; and (c) neither Party nor any other Person shall make any claim, assert any defense or otherwise take any position inconsistent with the foregoing in connection with any Dispute or proceeding among any of the foregoing or for any other purpose.

9.9 Severability

If any provision of this Framework Agreement, or the application thereof to any Person, place or circumstance, shall be held by a court of competent jurisdiction to be invalid, unenforceable or void as a matter of law or public policy, the remainder of this Framework Agreement and such provisions as applied to other Persons, places and circumstances shall remain in full force and effect so long as, after excluding the portion deemed to be invalid, unenforceable or void, the economic or legal substance of the transactions contemplated by this Framework Agreement is not affected in any manner materially adverse to any Party. Upon such determination that any term or other provision is invalid, unenforceable or void, the Parties shall negotiate in good faith to modify this Framework Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated to the greatest extent practicable in substantially the same manner as originally set forth at the later of the date this Framework Agreement was executed or last amended.

9.10 Cumulative Remedies

Except to the extent set forth otherwise in this Framework Agreement, all remedies under this Framework Agreement expressly conferred upon a Party will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by Law upon such Party, and the exercise by a Party of any one remedy will not preclude the exercise of any other remedy.

9.11 Full and final discharge

Upon fulfillment of all obligations under this Framework Agreement, each Party shall grant full and final discharge to the other Party and shall waive any and all claims, rights, causes of action, losses, costs, expenses or liabilities in relation to, any matter, cause, event, fact or circumstance, whether known or unknown and whether based on statute or other Law, including Environmental Laws, it may have against the other Party or any of its Affiliates that exceeds the obligations set forth in this Framework Agreement.

9.12 Settlement

This Framework Agreement shall constitute a settlement agreement within the meaning of article DRAFT7:900 of the Dutch Civil Code in relation to the matters covered herein. 9.13 Governing Law

In all respects, this Framework Agreement and any Dispute shall be governed by, and construed and enforced in accordance with the Laws of the Netherlands.

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9.14 Dispute Resolution

(a) General Provisions. The Parties shall use commercially reasonable efforts to settle amicably any and all disputes, controversies or claims (whether sounding in contract, tort, common law, statutory law, equity or otherwise) arising out of or relating to this Framework Agreement, including any question regarding its existence or scope, the meaning of its provisions, or the proper performance of any of its terms by either Party, or its breach, termination or invalidity (each such dispute, controversy or claim, a "Dispute"). Except as otherwise expressly provided herein, any Dispute shall be resolved in accordance with the procedures set forth in this Clause 9.14.

(b) Arbitration. Save as otherwise set out in this Framework Agreement, any Dispute arising out of or in connection with this Framework Agreement (including questions in respect of the authority of the arbitrators) shall be finally settled by arbitration in accordance with the rules of The Netherlands Arbitration Institute. The arbitral tribunal shall be composed of three arbitrators appointed in accordance with those rules. The place of the arbitration will be The Hague, the Netherlands. The language of the arbitration shall be English. The arbitrators shall decide according to the principles and rules of law as dictated by Clause 9.13. The arbitral tribunal will not act as amiables compositeurs or ex aequo et bono.

(c) Binding Effect. The Parties agree that any Disputes resolved pursuant to this Clause 9.14 are commercial in nature with no deference given to any party, including matters involving Environmental Laws, remediation, reclamation or rehabilitation. The Parties agree to be bound by any award or order resulting from arbitration conducted hereunder. The Parties agree that in the context of an attempt by either Party to enforce an arbitral award or order, any defenses relating to any other Party's capacity or the validity of this Framework Agreement or any related agreement under any Law are waived. Any judgment on an award or order resulting from an arbitration conducted under this Clause 9.14 may be entered and enforced in any court, in any country, having jurisdiction over either Party or their assets. To the extent that any Party hereto has or hereafter may acquire any immunity from jurisdiction of any court or arbitration forum or from any arbitration or legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each such Party hereby irrevocably (i) waives such immunity in respect of its obligations with respect to this Framework Agreement, and (ii) submits to the personal jurisdiction of any court or arbitration forum made reference to in this Framework Agreement.

(d) Related disputes. This Clause 9.14 shall also apply to disputes arising in connection with agreements which are connected with this Framework Agreement and its Schedules and Annexes, and Transaction Documents, unless the relevant agreement expressly provides otherwise. The Parties hereby agree that Arconic and Alcoa’s operations in Suriname have constituted and do constitute an ‘investment’ within the definition of article 1(a) of the Treaty, and that this Framework Agreement specifically constitutes an essential and inextricable part of that investment as defined by article 1(a)(iii) and (iv) of the Treaty. In recognition thereof, the Parties acknowledge that breaches of the Treaty may also be resolved in arbitration pursuant DRAFTto article 9 of the Treaty, and the existence of Clause 9.14 of this Framework Agreement shall not affect the jurisdiction of any tribunal convened under the Treaty.

(e) Costs. Each Party shall bear its own fees and expenses, including fees and expenses of financial and legal advisors and other outside consultants, in connection with Parties trying to resolve Disputes in accordance with this Clause 9.14.

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(f) Proceedings Confidential. Except to the extent necessary to enforce any arbitral award, to enforce other rights of the Parties, as required by applicable Law or the applicable rules of any stock exchange, each Party shall ensure that it and its Affiliates, and all of their respective Representatives and expert witnesses, shall maintain as confidential the existence of the arbitration proceedings, the arbitral award, all filings and submissions exchanged or produced during the arbitration proceedings and briefs, memorials, witness statements or other documents prepared in connection with such arbitration; provided, however, that a Party may disclose such information to its Affiliates and all of its and its Affiliates' respective Representatives and expert witnesses; it being understood that such Affiliates and Representatives will be informed of the confidential nature of the existence of any such arbitration proceedings, arbitral award, filings and submissions, briefs, memorials, witness statements and other documents and will be directed to treat the foregoing as confidential in accordance with the terms of this Framework Agreement and each Party will be responsible for the compliance by its Affiliates and its and their respective Representatives and expert witnesses with this Clause 9.14(f). This Clause 9.14(f) shall survive the termination of the arbitral proceedings.

(g) Privilege. Legal professional privilege, including privileges protecting attorney-client communications and attorney work product of each Party from disclosure or use in evidence, as recognized by applicable Laws governing each Party's relationship with its counsel, including in-house counsel, shall apply to and be binding in any arbitration proceeding under this Clause 9.14.

DRAFT

Framework Agreement 18 of 18 Agreed form final draft of 22 August, 2018 Agreed form final draft 22 August, 2018

IN WITNESS WHEREOF, this Framework Agreement has been duly executed and delivered as of the date first above written.

THE REPUBLIC OF SURINAME

By: Name Title

SURINAME ALUMINUM COMPANY, L.L.C.

By: Name Title

N.V. ALCOA MINERALS OF SURINAME

By: Name Title DRAFT

Framework Agreement Signature Page Agreed form final draft of 22 August 2018 Agreed form final draft 22 August, 2018

Schedule 1 – Recital B Map of Concessions

DRAFT

Framework Agreement Schedule 1 Agreed form final draft of 22 August, 2018

Agreed form final draft 22 August, 2018

Schedule 2 – Recital F Ownership Afobaka Hydroelectric Works and Paranam Refinery

DRAFT

Framework Agreement Schedule 2 Agreed form final draft of 22 August, 2018 Agreed form final draft 22 August, 2018

Schedule 3 – Clause 5 Concession Release Overview

3A - CONCESSIONS THAT HAVE NOT BEEN IMPACTED BY SURALCO ACTIVITIES

PARA AREA

1. A (concession) 2. 6 (concession) 3. 7 (concession) 4. 9 (concession) 5. Onverdacht

MAROWIJNE AREA 6. C3 (concession) - Coermotibo

OTHER AREAS 7. Brownsberg (concession) 8. C4 (concession) - Nassau 9. C5 (concession) – Lely Gebergte 10. C6 (concession) – Winti Wai Gebergte 11. C7 (concession) – Hok A Hing Gebergte

DRAFT

Framework Agreement Schedule 3 Agreed form final draft of 22 August, 2018 Agreed form final draft 22 August, 2018

3B – MINES WHICH HAVE ALREADY UNDERGONE REHABILITATION

PARA AREA

1. Accaribo 2. Onoribo III 3. Onoribo II 4. Osembo 5. Onoribo IV 6. Onoribo I

MAROWIJNE AREA

7. New Book 8. Seven Spades 9. Seven Spades 2 10. Swift Hill 11. Pikien Gado 12. Jones 2A 13. Jones 2B 14. Jones 3 15. Jones 3A 16. Jones 1 B 17. Jones 1 D 18. Jones 1C 19. Tapira 20. Lobato 1 21. Wane 2 22. Wane 1 23. Madoekas 24. Mokka Yard 25. Adjoema North 26. Adjoema Center 27. Lobato 2 28. Lobato 1 29. Vijent 30. Peto Hill 31. Adjoema 4 32. Moengo South 33. Gemerts 2 34. Sunday Hill 35. Gemerts 1 DRAFT 36. Tramming Yard

Framework Agreement Schedule 5 Agreed form final draft of 22 August, 2018 Agreed form final draft 22 August, 2018

3C– MINES WHICH SURALCO ALREADY SUBMITTED MINE CLOSURE PLANS

PARA AREA

1. Lelydrop 2 2. Lelydorp 3

COMMEWIJNE

3. Rorac 4. Klaverblad 5. Truly Hill 6. Kaiman Grasi 7. Caramacca

MAROWIJNE AREA

8. Bushman Hill 9. Jones 1 10. Begi Gado 11. Ricanau 12. Lost Hill

DRAFT

Framework Agreement Schedule 5 Agreed form final draft of 22 August, 2018 Agreed form final draft 22 August, 2018

3D– MINES ASSOCIATED WITH CONCESSIONS GRANTED PRIOR TO THE 1986 MINING LAW THAT DO NOT ALREADY HAVE A PLAN GENERATED

NONE

DRAFT

Framework Agreement Schedule 5 Agreed form final draft of 22 August, 2018 Agreed form final draft 22 August, 2018

3E– MINES ASSOCIATED WITH CONCESSIONS GRANTED AFTER THE 1986 MINING LAW THAT DO NOT ALREADY HAVE A PLAN GENERATED

PARA

1. Para Mine 2. Kankantrie Mine

DRAFT

Framework Agreement Schedule 5 Agreed form final draft of 22 August, 2018 Agreed form final draft 22 August, 2018

Schedule 4 – Clause 7 O&M and Maintenance and Capital Expenditure Scope

DRAFT

Framework Agreement Annex A Agreed form final draft of 22 August, 2018 Agreed form final draft 22 August, 2018

Schedule 5– Clause 79 Deed of Adherence

[draft to be submitted at execution.]

DRAFT

Framework Agreement Schedule 5 Agreed form final draft of 22 August, 2018 Agreed form final draft 22 August, 2018

Annex A Afobaka Hydroelectric Works Transfer and Execution Agreement

[To be attached separately.]

DRAFT

Framework Agreement Schedule 5 Agreed form final draft of 22 August, 2018 Agreed form final draft 22 August, 2018

D R A F T

AFOBAKA HYDROELECTRIC WORKS TRANSFER AND EXECUTION AGREEMENT

BY AND AMONG

THE REPUBLIC OF SURINAME

AND

SURINAME ALUMINUM COMPANY, L.L.C.

AND

N.V. ALCOA MINERALS OF SURINAME

DRAFT[DATE], 2018

TABLE OF CONTENTS

Page

1 REFERENCES ...... 2 2 ESTIMATED RECEIVABLES AND PAYABLES; CONDITIONS ...... 5 3 AFOBAKA HYDROELECTRIC WORKS ASSETS AND LIABILITIES ...... 6 4 TRANSFER AFOBAKA HYDROELECTRIC WORKS ASSETS AND LIABILITIES ...... 7 5 TRANSFER EVENTS ...... 11 6 WRONG POCKETS ...... 12 7 RELEASE FROM OBLIGATIONS AND LIABILITIES ...... 12 8 MISCELLANEOUS ...... 12

SCHEDULES TO THE AFOBAKA HYDROELECTRIC WORKS TRANSFER AND EXECUTION AGREEMENT

Schedule 1 – Clause 3.2 Excluded Assets

Schedule 2 – Clause 3.3 Existing AHW Liabilities

Schedule 3 – Clause 4.2(a) Afobaka Hydroelectric Works Contracts

Schedule 4 – Clause 4.4 Equipment

Schedule 5 – Clause 4.5 Properties

DRAFT

Afobaka Hydroelectric Works Transfer -i- Agreed form final draft of 22 August, and Execution Agreement 2018

Agreed form final draft 22 August, 2018

THIS AFOBAKA HYDROELECTRIC WORKS TRANSFER AND EXECUTION AGREEMENT, is entered into as of [date] 2018 (collectively, with the Schedules hereto, the "Transfer Agreement"),

BY AND AMONG:

(1) the Republic of Suriname, a sovereign state, represented by the Minister of Natural Resources ("Suriname");

Suriname, Suralco and AMS are sometimes referred to herein as the "Parties" and each individually as a "Party".

WHEREAS:

(A) The Parties are entering into this Transfer Agreement in connection with that certain Framework Agreement, dated as of the date hereof (the "Framework Agreement"). The Framework Agreement relates to:

(i) the termination of the Brokopondo Agreement, the transfer of the Afobaka Hydroelectric Works and interim undertakings for the period between the date of the Framework Agreement until the Transfer; (ii) the performance of certain environmental remediation, rehabilitation and environmental clean-up activities by Suralco and AMS; (iii) the termination of the mining concessions granted pursuant to or in accordance with the Brokopondo Agreement, ancillary documents thereto and any other ‘concession’ documentation and residual obligations in accordance with the terms of the Framework Agreement; and (iv) the termination of the 1966 Agreement Concerning the Delivery of Electrical Energy and the 1999 Energy Agreement, and execution of that certain Suriname Power Purchase Agreement and that certain Suralco Power Purchase Agreement. (B) Suriname has received a satisfactory assessment of the good operating condition of the Afobaka Hydroelectric Works, as set forth in article I, section 15 of the Brokopondo Agreement, from an independent Third Party.

(C) The Parties hereby wish to set out their agreement on the terms and conditions of the transfer of the Afobaka Hydroelectric Works Assets and the Afobaka Hydroelectric Works Liabilities, collectively constituting the Afobaka Hydroelectric Works (as defined below), by Suralco to Suriname.DRAFT

Afobaka Hydroelectric Works Transfer and Execution Agreement 1 of 13 Agreed form final draft of 22 August, 2018 Agreed form final draft 22 August, 2018

1 REFERENCES

1.1 Definitions

The following terms shall have the meanings following thereafter:

"Accounting Firm" has the meaning set forth in Clause 2.3 of this Transfer Agreement;

"Actual Amount" has the meaning set forth in Clause 2.3 of this Transfer Agreement;

"Actual Payables" has the meaning set forth in Clause 2.3 of this Transfer Agreement;

"Actual Receivables" has the meaning set forth in Clause 2.3 of this Transfer Agreement;

"Actual Statement" has the meaning set forth in Clause 2.3 of this Transfer Agreement;

"Adequate Staffing Requirement" means no less than 90% of the Afobaka Hydroelectric Works Employees, or such number of employees and/or contractors, as Suralco, in its sole discretion, determines necessary to ensure that the Afobaka Hydroelectric Works shall continue to operate from the Transfer on the same basis as operated prior to the Transfer;

"Afobaka Hydroelectric Works Assets" means all assets that as of immediately prior to the Transfer are used or required for the operation of the Afobaka Hydroelectric Works, including but not limited to the following, excluding however the Excluded Assets:

(a) the Afobaka Hydroelectric Works Contracts;

(b) the Equipment;

(d) the Properties;

(e) all of the rights, claims, causes of action or rights of set-off of Suralco against Third Parties primarily relating to or arising from the Afobaka Hydroelectric Works, including unliquidated rights under manufacturer’s and vendor’s warranties;

(f) all books, records, files and papers exclusively used in relation to the Afobaka DRAFTHydroelectric Works; and (g) any other assets acquired necessary to operate the Afobaka Hydroelectric Works during the period from the date hereof to the Transfer in accordance with this Transfer Agreement and the Framework Agreement;

Afobaka Hydroelectric Works Transfer and Execution Agreement 2 of 13 Agreed form final draft of 22 August, 2018 Agreed form final draft 22 August, 2018

"Afobaka Hydroelectric Works Contracts" means all Contracts listed in Schedule 3, which Schedule shall be updated by Suralco immediately prior to the Transfer;

"Afobaka Hydroelectric Works Employees" means all those persons employed by Suralco immediately prior to Transfer on the basis of a(n) (employment) contract with Suralco and who are attributed to the Afobaka Hydroelectric Works Assets;

"Afobaka Hydroelectric Works Liabilities" shall refer to Existing AHW Liabilities and Future AHW Liabilities including Existing AHW Liabilities and Future AHW Liablities relating to Environmental Laws;

"AMS" has the meaning set forth in the preamble to this Transfer Agreement;

"Claimant" has the meaning set forth in Clause 4.8(b) of this Transfer Agreement;

"Continuing Afobaka Hydroelectric Works Employees" has the meaning set forth in Clause 4.3(a) of this Transfer Agreement;

"Contract" means each contract, agreement, option, lease, license, cross-license, sale and purchase order, commitment and other instrument of any kind, whether written or oral, that is legally binding or purports to be legally binding;

"Counterparty" has the meaning set forth in Clause 4.2(b) of this Transfer Agreement;

"Employment Costs" means (i) the amounts payable or paid to or in respect of the relevant Afobaka Hydroelectric Works Employee (including salary, inclusive of holiday allowance and all other emoluments, holidays, wages, benefit costs, tax and social security contributions, employer's pension contributions, bonus, insurance premiums, payments or allowances or any other consideration for employment); and (ii) the costs of providing any non-cash benefits, which Suralco or an Affiliate is required to provide to an Afobaka Hydroelectric Works Employee, by Law or contract or customarily provides in connection with such employment (including other employee benefit provisions);

"Employment Liabilities" means any and all losses and liabilities, excluding Employment Costs, directly arising out of or directly connected with Afobaka Hydroelectric Works Employees, or the initiation or the termination of a Contract of employment with an Afobaka Hydroelectric Works Employee (including all losses in connection with any claim, award, judgment or agreement for redundancy pay);

"Encumbrance" means any encumbrance or security interest whatsoever under applicable Law, including any mortgage, pledge, right of pre-emption, option, claim, right to acquire, conversion right, Third Party right, right of set-off, right of counterclaim, title retention, conditional sale arrangement or any other preferential right or agreement of similar effect;

"Equipment" means the assets listed in Schedule 4, and all other plants, machinery, computer hardware, spare parts, tools, equipment, motor vehicles, furniture, fixtures, supplies, inventory and fittings owned by Suralco and used in connection with, and as of the Transfer required for the operation of, the Afobaka Hydroelectric Works, excluding the Excluded Assets;DRAFT "Estimate Amount" has the meaning set forth in Clause 2.1 of this Transfer Agreement;

Afobaka Hydroelectric Works Transfer and Execution Agreement 3 of 13 Agreed form final draft of 22 August, 2018 Agreed form final draft 22 August, 2018

"Estimate Statement" has the meaning set forth in Clause 2.1 of this Transfer Agreement;

"Estimated Payables" has the meaning set forth in Clause 2.1 of this Transfer Agreement;

"Estimated Receivables" has the meaning set forth in Clause 2.1 of this Transfer Agreement;

"Excluded Assets" means the assets listed in Schedule 1;

"Existing AHW Liabilities" means losses and liabilities relating to the Afobaka Hydroelectric Works specified in Schedule 2 and relating to the period up to, including and concluding on the Transfer;

"Framework Agreement" has the meaning set forth in Recital (A);

"Future AHW Liabilities" means any and all losses and liabilities relating to the Afobaka Hydroelectric Works relating to the period after the Transfer;

"Information" means all information, books, records, files and papers exclusively used in relation to the Afobaka Hydroelectric Works, including without limitation to industrial and commercial information and techniques and including all information relating to the supply of any materials to Afobaka Hydroelectric Works, including supplier details and lists, statistics and reports;

"Notification I" has the meaning set forth in Clause 4.2(b) of this Transfer Agreement;

"Notification II" has the meaning set forth in Clause 4.8(b) of this Transfer Agreement;

"Objection Period" has the meaning set forth in Clause 4.2(b) of this Transfer Agreement;

"Parties" has the meaning set forth in the preamble to this Transfer Agreement;

"Properties" means the property leased and/or owned by Suralco and/or AMS in connection with the Afobaka Hydroelectric Works as listed in Schedule 5, excluding the Excluded Assets;

"Suralco" has the meaning set forth in the preamble to this Transfer Agreement;

"Suriname" has the meaning set forth in the preamble to this Transfer Agreement;

"Suriname Power Purchase Agreement" has the meaning set forth in the Framework Agreement;

"Taxation" or "Tax" means all forms of taxation whether direct or indirect and whether levied by reference to income, profits, gains, net wealth, asset values, turnover, added value or other reference and statutory, governmental, state, provincial, local governmental or municipal impositions, duties, contributions, rates and levies (including without limitation social security contributions and any other payroll taxes), whenever and wherever imposed (whether imposed by way of a withholding or deduction or otherwise) and in respect of any personDRAFT as well as all penalties, charges and interest relating thereto; "Third Party" means any Person who is not a Party;

Afobaka Hydroelectric Works Transfer and Execution Agreement 4 of 13 Agreed form final draft of 22 August, 2018 Agreed form final draft 22 August, 2018

"Transfer" has the meaning set forth in Clause 4.1 of this Transfer Agreement;

"Transfer Agreement" has the meaning set forth in the preamble to this Transfer Agreement;

"Transfer Date" has the meaning set forth in the Framework Agreement;

"US GAAP" has the meaning set forth in Clause 2.1 of this Transfer Agreement; and

"USD" means United States Dollars.

1.2 Capitalized Terms

Capitalized terms used in this Transfer Agreement (including in the preamble to this Transfer Agreement and Recitals above), that are not set forth in Clause 1.1 shall have the meaning set forth in the Framework Agreement.

1.3 Rules of Construction

The rules of construction included in Clause 1.3 of the Framework Agreement shall apply mutatis mutandis to this Transfer Agreement.

2 ESTIMATED RECEIVABLES AND PAYABLES; CONDITIONS

2.1 Estimated Statement

No later than fifteen (15) days prior to the anticipated Transfer, Suralco shall deliver to Suriname a statement (the "Estimate Statement"), setting forth Suralco's good faith estimate of: (i) the total amount of receivables associated with the business of the Afobaka Hydroelectric Works relating to the period prior to the Transfer, to the extent to be received by Suriname after the Transfer (the "Estimated Receivables"); and (ii) the total amount of payables associated with the business of the Afobaka Hydroelectric Works relating to the period after the Transfer, to the extent payable or paid by Suralco to third parties prior to the Transfer (the "Estimated Payables"), stated in USD and prepared in accordance with United States generally accepted accounting principles in effect from time to time ("US GAAP"). The Estimate Statement shall include a calculation of the sum of the Estimated Receivables and the Estimated Payables (such amount, the "Estimate Amount").

To facilitate Suriname’s cash planning for the Transfer, no later than sixty (60) days prior to the anticipated Transfer, Suralco shall deliver to Suriname its preliminary draft of the Estimate Statement which will be prepared on the basis of the procedure described above in this Clause 2.1. Suralco does not make any representation whatsoever with respect to the preliminary draft, it will have no force or effect whatsoever, and will only be supplied by Suralco to Suriname as a planning tool.

2.2 Payment of Estimate Amount

On or prior to the Transfer, and notwithstanding anything in the Suriname Power Purchase Agreement to the contrary, Suriname shall pay or cause to be paid, by bank wire transfer of immediatelyDRAFT available funds to an account designated in writing by Suralco, an amount in USD equal to the Estimate Amount. Notwithstanding anything in this Transfer Agreement or the Framework Agreement to the contrary, Suralco shall not be required to consummate the Transfer unless and until Suriname satisfies its obligations under this Clause 0.

Afobaka Hydroelectric Works Transfer and Execution Agreement 5 of 13 Agreed form final draft of 22 August, 2018 Agreed form final draft 22 August, 2018

2.3 Adjustment

Within thirty (30) days of the Transfer, Suralco shall deliver to Suriname a statement for the month during which the Transfer occurred (the "Actual Statement"), setting forth the calculation of the total amount of: (i) the actual amount of receivables associated with the business of the Afobaka Hydroelectric Works relating to the period prior to the Transfer and received by Suriname after the Transfer (the "Actual Receivables"); and (ii) the actual amount of payables associated with the business of the Afobaka Hydroelectric Works relating to the period after the Transfer and paid by Suralco to third parties prior to the Transfer (the "Actual Payables"), stated in USD and prepared in accordance with US GAAP. The Actual Statement shall include a calculation of the sum of the Actual Receivables plus the Actual Payables (such amount, the "Actual Amount"). In preparing the Actual Statement for the month during which the Transfer occurred, Suralco and its accountants shall have reasonable access to the Continuing Afobaka Hydroelectric Works Employees and any Information relevant for the preparation of the Actual Statement. Within thirty (30) days following receipt by Suriname of the Actual Statement, Suriname shall deliver Notice to Suralco of any dispute it has with respect to the preparation or content of the Actual Statement. In the event that Suriname does not notify Suralco of a dispute with respect to the Actual Statement within such thirty (30) day period, the Actual Statement will be final, conclusive and binding on the parties. In the event of such notification of a dispute, Suriname and Suralco shall negotiate in good faith to resolve such dispute. If Suriname and Suralco, notwithstanding such good faith effort, fail to resolve such dispute within thirty (30) days after Suriname advises Suralco of its objections and the amount in dispute exceeds USD 50,000, then Suriname and Suralco shall jointly engage the firm of [___] (the "Accounting Firm") to resolve such dispute. All determinations made by the Accounting Firm shall be final, conclusive and binding on the parties. Suriname, on the one hand, and Suralco, on the other hand, shall equally share the fees and expenses of the Accounting Firm.

If the Actual Amount (as finally determined pursuant to this Clause 2.3) is less than the Estimate Amount, then Suralco shall pay or cause to be pay to Suriname, by bank wire transfer of immediately available funds to an account designated in writing by Suriname, an amount in cash, in USD, equal to such excess within five (5) Business Days from the date on which the Actual Amount is finally determined pursuant to this Clause 2.3.

If the Actual Amount (as finally determined pursuant to this Clause 2.3) is greater than the Estimate Amount, then Suriname shall pay or cause to pay to Suralco, by bank wire transfer of immediately available funds to an account designated in writing by Suralco, an amount in cash, in USD equal to such shortfall within five (5) Business Days from the date on which the Actual Amount is finally determined pursuant to this Clause 2.3.

3 AFOBAKA HYDROELECTRIC WORKS ASSETS AND LIABILITIES

3.1 Afobaka Hydroelectric Works Assets

Subject to the terms and conditions of this Transfer Agreement, Suralco hereby agrees to transfer free and clear of Encumbrances the Afobaka Hydroelectric Works and the Afobaka Hydroelectric Works Assets to Suriname at the Transfer, and Suriname hereby agrees to accept and assume the Afobaka Hydroelectric Works and the Afobaka Hydroelectric Works Assets DRAFTfrom Suralco at the Transfer in a way as set forth in this Transfer Agreement. Such transfer comprises all of the rights, titles and interests in and to the Afobaka Hydroelectric Works and the Afobaka Hydroelectric Works Assets.

Afobaka Hydroelectric Works Transfer and Execution Agreement 6 of 13 Agreed form final draft of 22 August, 2018 Agreed form final draft 22 August, 2018

Suriname acknowledges and agrees that the Transfer is executed based on the principle of 'as is, where is' regarding all aspects of the Afobaka Hydroelectric Works and Afobaka Hydroelectric Works Assets. Unless otherwise expressly provided in this Transfer Agreement and/or the Framework Agreement, Suriname will have no claim against Suralco, and/or AMS related to any visible or invisible defects or the actual condition or use of the Afobaka Hydroelectric Works and the Afobaka Hydroelectric Works Assets. The condition of the Afobaka Hydroelectric Works and the Afobaka Hydroelectric Works Assets as referred to above includes, among other things, the fiscal, architectural, lease, environmental and physical condition of the Afobaka Hydroelectric Works and the Afobaka Hydroelectric Works Assets.

3.2 Excluded Assets

The Excluded Assets are not included in the Transfer and nothing in this Transfer Agreement shall operate to transfer to Suriname any of the Excluded Assets. The Excluded Assets are listed in Schedule 1, which shall be updated by Suralco immediately prior to the Transfer.

3.3 Afobaka Hydroelectric Works Liabilities

Subject to the terms and conditions of this Transfer Agreement, Parties hereby agree that Suralco will transfer the Afobaka Hydroelectric Works Liabilities to Suriname and Suriname hereby agrees to accept and assume those Afobaka Hydroelectric Works Liabilities from Suralco at the Transfer, all in accordance with applicable Laws. The Afobaka Hydroelectric Works Liabilities are listed in Schedule 2, which shall be updated by Suralco immediately prior to the Transfer.

3.4 No consideration

In accordance with article I, section 15 of the Brokopondo Agreement and subject to the terms and conditions of this Transfer Agreement, the Afobaka Hydroelectric Works, the Afobaka Hydroelectric Works Assets and the Afobaka Hydroelectric Works Liabilities shall be transferred by Suralco to Suriname for no consideration. In light of the aforementioned, the Transfer will take place based on the assumption that the Transfer will not have any fiscal consequences in Suriname.

4 TRANSFER AFOBAKA HYDROELECTRIC WORKS ASSETS AND LIABILITIES

4.1 The Transfer

Subject to, and in accordance with, the terms and conditions of this Transfer Agreement, including, without limitation, Clauses 3 and 4.2(a), the transfer of title of the Afobaka Hydroelectric Works and the Afobaka Hydroelectric Works Assets and Afobaka Hydroelectric Works Liabilities from Suralco to Suriname (the "Transfer") shall occur on the Transfer Date.

On the Transfer Date, the Afobaka Hydroelectric Works Assets and Afobaka Hydroelectric Works Liabilities shall be transferred to Suriname as set forth in Clauses 4.2 through 4.8: 4.2 AfobakaDRAFT Hydroelectric Works Contracts (a) Subject to the provisions of this Clause 4.2, Suralco hereby assigns to Suriname at the Transfer, and Suriname hereby accepts and/or assumes (as the case may be) at the

Afobaka Hydroelectric Works Transfer and Execution Agreement 7 of 13 Agreed form final draft of 22 August, 2018 Agreed form final draft 22 August, 2018

Transfer all of the present and future rights and benefits of Suralco under the Afobaka Hydroelectric Works Contracts and the corresponding obligations and liabilities specifically referred to therein by way of transfer of contract in accordance with the relevant Law governing such Afobaka Hydroelectric Works Contract. This Transfer Agreement is to be considered for each Afobaka Hydroelectric Works Contract a deed of transfer and assignment.

(b) Not less than ninety (90) days prior to the Transfer, Suralco, in name of the Parties, shall notify each of the counterparties under such Afobaka Hydroelectric Works Contracts (each a "Counterparty"), by sending a notice ("Notification I"): (i) introducing Suriname as Suralco's successor under the Afobaka Hydroelectric Works Contracts; and (ii) indicating that if and to the extent a Counterparty has not within a sixty (60) day period after the date of Notification I (the "Objection Period") explicitly notified Suralco and/or Suriname of its objections to the transfer of Suralco’s rights and obligations under the relevant Afobaka Hydroelectric Works Contract to Suriname, its consent to the transfer of the relevant Afobaka Hydroelectric Works Contract shall be deemed to have been given.

(c) If and to the extent a Counterparty has notified Suralco and/or Suriname of its objections to the transfer of Suralco’s rights and obligations under the relevant Afobaka Hydroelectric Works Contract to Suriname:

(i) to the extent permitted under the relevant Afobaka Hydroelectric Works Contract, Suralco shall assign the rights thereunder to Suriname whereby (A) Suriname: (x) shall act as Suralco’s subcontractor; and (y) perform all obligations of Suralco under the relevant Afobaka Hydroelectric Works Contract; and (B) Suriname shall discharge and indemnify Suralco against any and all liabilities, costs, claims and damages in respect of any failure on the part of Suriname to perform those obligations;

(ii) until the obligations under the Afobaka Hydroelectric Works Contract may be transferred, Suralco shall (so far as it lawfully may): (x) give all reasonable assistance to Suriname (at Suriname’s request and expense) to enable Suriname to enforce its rights under the relevant Afobaka Hydroelectric Works Contract; (y) at Suriname’s request, use reasonable endeavors with the cooperation of Suriname to obtain the consent of the Counterparty to transfer the obligations under the relevant Afobaka Hydroelectric Works Contract; and (z) promptly transfer to Suriname any amounts received under the relevant Afobaka Hydroelectric Works Contract less any reasonable costs incurred in collecting the same; and

(iii) to the extent the relevant Afobaka Hydroelectric Works Contract does not permit Suriname to act as Suralco’s subcontractor, Suralco shall terminate the relevant Afobaka Hydroelectric Works Contract and Suriname shall indemnify Suralco against all liabilities, costs, claims and damages in connection with the relevant Afobaka Hydroelectric Works Contract and such termination.

(d) DRAFTIf an Afobaka Hydroelectric Works Contract has been terminated on a date between the date hereof and the Transfer or has expired prior to the Transfer, but the services provided under such relevant Afobaka Hydroelectric Works Contract are required to

Afobaka Hydroelectric Works Transfer and Execution Agreement 8 of 13 Agreed form final draft of 22 August, 2018 Agreed form final draft 22 August, 2018

operate the Afobaka Hydroelectric Works, the Parties shall take all necessary actions to ensure that such relevant Afobaka Hydroelectric Works Contract is extended or a new contract is in place to ensure for a smooth transition of the Afobaka Hydroelectric Works and to ensure that the Afobaka Hydroelectric Works will continue to properly function after the Transfer. In the extended, or new, as the case may be, agreement, Parties will take all necessary actions to include the approval of the contracting party with respect to the transfer of the relevant Afobaka Hydroelectric Works Contract to Suriname at the Transfer. Suriname shall indemnify Suralco against all liabilities, costs, claims and damages in connection with a relevant (extended or new) Afobaka Hydroelectric Works Contract for the period from the Transfer.

4.3 Afobaka Hydroelectric Works Employees

(a) Ultimately thirty (30) days prior to the Transfer, Suriname shall provide Suralco with a written confirmation stating the number and details of the Afobaka Hydroelectric Works Employees that have agreed to enter into employment agreements with Suriname as of the Transfer (the "Continuing Afobaka Hydroelectric Works Employees"). In the event that the number of Continuing Afobaka Hydroelectric Works Employees does not meet the Adequate Staffing Requirement, Suralco shall be entitled at its sole discretion and at the cost and expense of Suriname, to delay the Transfer for thirty (30) days, during which period Suriname shall retain, at its cost and expense, additional qualified personnel to meet the Adequate Staffing Requirement.

(b) Suralco shall terminate the existing employment Contracts with the Afobaka Hydroelectric Works Employees as of the Transfer and Suriname will subsequently enter into employment Contracts with the Continuing Afobaka Hydroelectric Works Employees.

(c) To ensure a smooth transition of the Continuing Afobaka Hydroelectric Works Employees from Suralco to Suriname, Suriname shall hire each of the Continuing Afobaka Hydroelectric Works Employees in the same position, with the same base salary or wage rate, variable compensation, bonus, incentive opportunities not less favorable in the aggregate and with employee benefits (e.g., severance, pension and active and retiree welfare benefits) that are substantially comparable in the aggregate to the employee benefits that such individuals received in the aggregate immediately prior to the Transfer. Without prejudice to the aforementioned, Suralco shall not be obliged to transfer any of its existing benefit contracts with respect to the Afobaka Hydroelectric Works Employees to Suriname.

(d) Suriname shall provide the Continuing Afobaka Hydroelectric Works Employees with credits for all services and seniority recognized by Suralco immediately prior to the Transfer for purposes of eligibility, vesting and benefit accrual under any compensation or benefit plan or program of Suriname, except to the extent it would result in a duplication of benefits.

(e) In the event an Afobaka Hydroelectric Works Employee objects to his or her new DRAFTemployment with Suriname, Suralco shall not be liable for any Employment Liabilities that may be incurred by Suriname in connection with such Afobaka Hydroelectric Works Employee, and Suralco shall not be obliged to offer substitute

Afobaka Hydroelectric Works Transfer and Execution Agreement 9 of 13 Agreed form final draft of 22 August, 2018 Agreed form final draft 22 August, 2018

employment for the relevant Afobaka Hydroelectric Works Employee. Suralco shall pay any Employment Liabilities to each Afobaka Hydroelectric Works Employee who does not accept employment with Suriname, through no fault of Suriname, that have accrued through the Transfer.

(f) Subject to the Transfer, Suriname shall be responsible for and shall fully indemnify and hold harmless Suralco and, as an irrevocable third-party stipulation, each Affiliate of Suralco, for any and all Employment Costs and-or Employment Liabilities incurred and originated in respect of any Continuing Afobaka Hydroelectric Works Employee after the Transfer.

(g) Unless agreed differently, the provisions of this Clause 4.3 are solely for the benefit of the Parties and are not intended to and shall not be construed as: (i) creating any Third Party beneficiary rights of any kind or nature, including the right of any current, former or retired officer, director, independent contractor or employee of Suralco or Suriname or the spouses or dependents thereof to seek to enforce any right to compensation, benefits, or any other right or privilege of employment; (ii) requiring Suriname to continue the employment of any specific person or maintain any particular benefit plan unless expressly required to under this Transfer Agreement; (iii) constituting a contract or guarantee of employment; or (iv) altering the status of employees of Suralco or Suriname.

(h) For the avoidance of doubt, prior to the Transfer, Suralco will be under no obligation to perform any restructuring or reorganizations of its current workforce.

(i) Nothing in this Clause 4.3 shall be construed to limit the right of Suriname, following the Transfer, to amend or terminate any employee benefit plan, to the extent such amendment or termination is permitted by the terms of the applicable plan and in accordance with the provisions of this Transfer Agreement.

4.4 Equipment

On the Transfer, Suralco shall transfer the Equipment to Suriname, by registering the relevant Equipment, to the extent possible, in Suriname’s name and further in accordance with applicable Laws. The Equipment is listed in Schedule 4, which shall be updated by Suralco immediately prior to the Transfer.

4.5 Properties

At the Transfer, Suralco shall transfer the Properties to Suriname by executing a notarial deed and in accordance with the applicable Laws. Parties shall fully cooperate in executing the relevant documents to transfer the Properties to Suriname. The Properties are listed in Schedule 5, which shall be updated by Suralco immediately prior to the Transfer.

4.6 Information

At the Transfer, Suralco shall transfer the Information to Suriname in accordance with the applicableDRAFT Laws.

Afobaka Hydroelectric Works Transfer and Execution Agreement 10 of 13 Agreed form final draft of 22 August, 2018 Agreed form final draft 22 August, 2018

4.7 Remaining Assets

Except to the extent identified as an Excluded Asset, Suralco shall transfer to Suriname on the Transfer:

(a) all of the rights, claims, causes of action or rights of set-off of Suralco against Third Parties relating to or arising from the Afobaka Hydroelectric Works, including unliquidated rights under manufacturer’s and vendor’s warranties; and

(b) any other assets necessary to operate the Afobaka Hydroelectric Works acquired in the period as of the date of this Transfer Agreement up to the Transfer in accordance with this Transfer Agreement and the Framework Agreement.

4.8 Afobaka Hydroelectric Works Liabilities

(a) On the Transfer, Suralco shall assign and/or transfer each of the Afobaka Hydroelectric Works Liabilities to Suriname, and Suriname shall accept assignment/and or transfer of and assume each of the Afobaka Hydroelectric Works Liabilities from Suralco, in accordance with the relevant Law governing each such Afobaka Hydroelectric Works Liability. The Afobaka Hydroelectric Works Liabilities are listed in Schedule 2, which shall be updated immediately prior to the Transfer.

(b) Not less than ninety (90) days prior to the Transfer, Suralco, in the name of the Parties, shall notify each Party which is (in part) entitled to an Afobaka Hydroelectric Works Liability (the "Claimant"), by sending a notice ("Notification II"): (i) introducing Suriname as Suralco's successor under the Afobaka Hydroelectric Works Liability; and (ii) indicating that, if and to the extent, a Claimant has not within a thirty (30) day period after the date of Notification II explicitly notified Suralco or Suriname of its objections to the assumption by Suriname of the relevant Afobaka Hydroelectric Works Liability, its consent thereto shall be deemed to have been given. In the event the relevant Afobaka Hydroelectric Works Liability is transferred to the Nominee Company, Suriname shall guarantee the Claimant the due performance by the Nominee Company of its obligations under the relevant Afobaka Hydroelectric Works Liability.

(c) If and to the extent a Claimant has notified Suralco or Suriname of its objections to the assumption by Suriname of an Afobaka Hydroelectric Works Liability, Suriname shall (i) without delay perform all obligations of Suralco with respect to the relevant Afobaka Hydroelectric Works Liability, and (ii) Suriname shall fully indemnify Suralco against any and all liabilities, costs, claims and damages in respect of any failure on the part of Suriname to perform such obligations.

(d) Until an Afobaka Hydroelectric Works Liability has been fully assigned and/or transferred to Suriname in accordance with the relevant law governing such Afobaka Hydroelectric Works Liability, Suralco shall (so far as it lawfully may): (x) give all reasonable assistance to Suriname (at Suriname’s request and expense) to enable Suriname to perform all obligations of Suralco in respect of such Afobaka DRAFTHydroelectric Works Liability; and (y) at Suriname’s request, use reasonable endeavors with the cooperation of Suriname to obtain the consent of the Claimant to

Afobaka Hydroelectric Works Transfer and Execution Agreement 11 of 13 Agreed form final draft of 22 August, 2018 Agreed form final draft 22 August, 2018

complete the assignment and/or transfer of the relevant Afobaka Hydroelectric Works Liability to Suriname.

5 TRANSFER EVENTS

On the Transfer, Parties shall do, or procure to be done those things in accordance with Clause 4 of this Transfer Agreement and shall fully execute any agreements, deeds, transfers, conveyances and other documents (in accordance with the applicable local Law and otherwise as may be agreed between the Parties) and perform such acts and things as the other Parties may reasonably require to transfer the Afobaka Hydroelectric Works Assets and the Afobaka Hydroelectric Works Liabilities in order to implement and complete the transfer of the Afobaka Hydroelectric Works from Suralco to Suriname, and to give all Parties the full benefit of this Transfer Agreement.

6 WRONG POCKETS

If Suriname and/or Suralco discover at any time after the Transfer that certain Afobaka Hydroelectric Works Assets have not been transferred to Suriname, the relevant Afobaka Hydroelectric Works Assets will be transferred to Suriname by Suralco. If Suriname and/or Suralco discover at any time after the Transfer that certain assets that do not relate to the Afobaka Hydroelectric Works have been wrongly transferred to Suriname, the relevant assets will be transferred back to Suralco by Suriname.

If at any time after the Transfer Suralco and/or AMS receives payments related to the Afobaka Hydroelectric Works and such payments are for the periods after the Transfer, Suralco or AMS (as the case may be) will immediately pay the relevant amounts to Suriname. If at any time after the Transfer Suriname receives payments related to the Afobaka Hydroelectric Works and such payments are for the periods prior to the Transfer, Suriname will immediately pay the relevant amounts to Suralco or AMS (as the case may be).

If and to the extent a misallocated payment occurs, as described above, the recipient of such misallocated payment shall immediately notify the other Party of such misallocated payment and shall upon its first request provide the other Party with all relevant information to verify the relevant payment.

7 RELEASE FROM OBLIGATIONS AND LIABILITIES

Without limiting anything else in this Transfer Agreement, from the Transfer Suriname fully releases, indemnifies and holds harmless Suralco and AMS and each of their Affiliates, Representatives and officers, from any and all obligations and liabilities, including the Afobaka Hydroelectric Works Liabilities, arising out of or relating to the Afobaka Hydroelectric Works, the lands on which it is built, including with respect to the design, building and maintenance of the Afobaka Hydroelectric Works, power producing equipment and appurtenances thereto and with respect to any applicable Environmental Laws or the condition of the Properties or its past, current or future operations, whether arising before, on or afterDRAFT the Transfer.

Afobaka Hydroelectric Works Transfer and Execution Agreement 12 of 13 Agreed form final draft of 22 August, 2018 Agreed form final draft 22 August, 2018

8 MISCELLANEOUS

8.1 Transfer Taxes

All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with the Transfer shall be borne and paid by Suriname when due.

8.2 Conflict with Framework Agreement

Parties hereby agree that if and to the extent that this Transfer Agreement conflicts with the provisions of the Framework Agreement, the Framework Agreement shall prevail. The Parties shall ensure that at the first request of any Party, each Party shall take all further steps as necessary or required to amend the provisions of this Transfer Agreement to ensure that the provisions of the Framework Agreement shall prevail.

8.3 Language

A Dutch translation of this Transfer Agreement has been provided. In the event of a conflict between the English version and the Dutch version of this Transfer Agreement, the English version shall prevail.

8.4 Other provisions

Clause 9 of the Framework Agreement shall apply mutatis mutandis to this Transfer Agreement.

[Signature page to follow.]

DRAFT

Afobaka Hydroelectric Works Transfer and Execution Agreement 13 of 13 Agreed form final draft of 22 August, 2018 Agreed form final draft 22 August, 2018

IN WITNESS WHEREOF, this Transfer Agreement has been duly executed and delivered as of the date first above written.

THE REPUBLIC OF SURINAME

By: Name Title

SURINAME ALUMINUM COMPANY, L.L.C.

By: Name Title

N.V. ALCOA MINERALS OF SURINAME

By: Name Title

DRAFT

Afobaka Hydroelectric Works Transfer and Execution Agreement Signature Page Agreed form final draft of 22 August, 2018 Agreed form final draft 22 August, 2018

Schedule 1 – Clause 3.2 Excluded Assets

[Note to draft: Schedule to be finalized at the time of the Transfer of the Afobaka Hydroelectric Works.]

(a) All receivables of Suralco as of the Transfer including, for the sake of clarity, receivables due and owing from Suriname; (b) To the extent not expressly fully settled by this Transfer Agreement and/or the Framework Agreement, all Suralco claims against Suriname arising prior to the Transfer that relate to the Brokopondo Agreement, the Power Working Agreement or the Energy Agreement; (c) All current and prior insurance policies of Suralco, AMS or any of either of their Affiliates and all rights of any nature with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveries; (d) All names, trade names and trademarks containing the names “Aluminum Company of America,” “Alcoa”, “Suralco” or any variations thereof; (e) All files (including all emails) relating to the transfer of Afobaka Hydroelectric Works Assets, to the extend not included in the definition of ‘Information'; (f) Except to the extent included in the definition ‘Afobaka Hydroelectric Works Assets’, Suralco’s and AMS’ books and records, including all computerized books and records, but excluding the Information; (g) The main switchyard, substations and transformers at Paranam; (h) The thermal plant at Paranam; (i) All pension assets held by Suralco as of the Transfer (for the avoidance of doubt: any pension liabilities from Suralco will remain at Suralco); (j) Any cash held by Suralco as of the Transfer; and (k) All employment records for the Continuing Afobaka Hydroelectric Works Employees with respect to their employment prior to the Transfer;

DRAFT

Afobaka Hydroelectric Works Transfer and Execution Agreement Schedule 1 Agreed form final draft of 22 August, 2018 Agreed form final draft 22 August, 2018

Schedule 2 - Clause 3.3 Existing AHW Liabilities

[Note to draft: Schedule to be finalized at the time of the Transfer of the Afobaka Hydroelectric Works.]

(a) Employment Liabilities

DRAFT

Afobaka Hydroelectric Works Transfer and Execution Agreement Schedule 2 Agreed form final draft of 22 August, 2018 Agreed form final draft 22 August, 2018

Schedule 3 – Clause 4.2(a) Afobaka Hydroelectric Works Contracts

[Note to draft: the agreements identified below are expected to be renewed as each of their respective terms conclude, subject to Suralco’s reasonable discretion to enter into agreements with new or different terms and conditions or to enter into agreements with alternative counter-parties. Suralco does not anticipate the present contracting conditions to materially change before the Transfer. Generally these agreements have a term up to six months. The parties will update this schedule prior to the Transfer to reflect the latest agreements whose terms are anticipated to extend beyond the Transfer and therefore be assigned to Suriname at the Transfer.]

ANNUAL SPEND SUPPLIER DESCRIPTION OF SERVICES (USD, approximate) ABDOELRAHMAN MS Mowing Services $ 30,165 AANNEMINGSBEDRIJF Busbedrijf Badjalala Employee Transportation Services $ 30,165

CCC Group Maintenance services $ 334,000 Process Maintenance, Cooler

COBO cleaning, Labor services and $ 631,394 consultancy services. DNV ISO Certification Freightforwarding LVP and Freight and material handling $ 75,000 Mail services Weeding Services: Right of way

Haukes Clearing Tower and transport of $ 156,613 material AIRCO MAINTENANCE & SMALL Hi-Ranger ELECTRICAL MAINTENANCE $ 26,811 SERVICES IDS EQUIPMENT RENTAL Rental Equipment Services $ 29,000 NICOLE AANNEMINGS Weeding Services Afobaka Housing $ 60,894 BEDRIJF facilities

NSD TROUW Security Services Afo $ 265,000 CONSULTANCY SERVICES - Procontrexc Consultancy Afobaka (Power engineers) $ 466,768 Housekeeping services @ Afobaka ,

Schoonmaakbedrijf SAMPI Transport & Weeding services Tower $ 567,350 footings DRAFTPurchasing and delivery of foreign VSH United material $ 1,226,404

ABB Transformer Overhaul services

Afobaka Hydroelectric Works Transfer and Execution Agreement Schedule 3 Agreed form final draft of 22 August, 2018 Agreed form final draft 22 August, 2018

ANNUAL SPEND SUPPLIER DESCRIPTION OF SERVICES (USD, approximate) Hydro unit turbine Overhaul and

Andritz Hydro Ltd Comissioning services and parts $ 1,571,000 supplier

Arcadis External dry dam inspection services $ 745

Emergency generator, ATS services Cummings and parts supplier

Flowserve Supplier of valves and control valves

External underwater dam inspection Glenn underwater services services $ 163,000

SKILLED LABOR during HU HARPO overhaul $ 368,034

IRIS POWER HV off Line PD Testing Services $ 45,936

NORTHLINE UTILITIES To perform an inspection on the dual $ 99,040 LLC circuit 161 kV transmission line

SKILLED LABOR during HU PANSA MACHINE SHOP overhaul $ 247,923 Repair , calibration ,analyzing of PROGRAMMABOB equipment software $ 226,269 RAF Consultancy (Thessa Local dry dam inspection services $ 8,716 Peterhof) Breaker Overhaul services and parts Rohe International Inc. supplier $ 980,705 VISUAL INSPECTION AND PENETRANT TESTING

SHEBS CONSULTANCY /certification OF MOBILE CRANES, $ 226,269 OVERHEAD CRANES, HOISTS AND LIFTING DEVICES;

Voltage regular, field breakers control Siemens $ 37,880 services and parts supplier

Design and Built of Floating STEEL FAB INC $ 77,954 Bulkhead Gates UNDERWATER INSPECTION SURINAME DIVING NV $ 12,233 DRAFTHydro Unit THE HARTFORD STEAM BOILER INSPECTION & Oil Sampling $ 8,085 INSURANCE CO

Afobaka Hydroelectric Works Transfer and Execution Agreement Schedule 3 Agreed form final draft of 22 August, 2018 Agreed form final draft 22 August, 2018

ANNUAL SPEND SUPPLIER DESCRIPTION OF SERVICES (USD, approximate) Hydro unit generator Overhaul Voith services $ 627,770 ENGINEERING SERVICES -

WSP USA REVIEW & SUPV FLOATING $ 204,000 BULKHEAD/ dam inspection

DRAFT

Afobaka Hydroelectric Works Transfer and Execution Agreement Schedule 3 Agreed form final draft of 22 August, 2018 Agreed form final draft 22 August, 2018

Schedule 4 - Clause 4.4 Equipment

[Note to draft: Schedule to be finalized at the time of the Transfer of the Afobaka Hydroelectric Works.]

DRAFT

Afobaka Hydroelectric Works Transfer Schedule 4 Agreed form final draft of 22 August, 2018 and Execution Agreement

DRAFT TUBE DECK Number Equipment Suralco Remark 1 Draft tube doors 2 Draftf tube lifting device

DRAFT MAIN ENTRANCE DOOR Number Equipment Suralco Remark 1 Metal door used to close the entrance of the main building 2 Mechanical gear operator used to close the entrance of the main building 3 Electric motor used to close the entrance of the main building 4 Telephone

DRAFT CRANES & Equipment Number Equipment Suralco Remark 1 OH crane east 50T & 15T capacity used for materials transport 2 OH crane west 50T & 15T capacity used for materials transport 3 Gantry crane 45T capacity used for lifting bulkhead doors and materials 4 Forklift truck M309 5 Backup generator L734 6 Generator SM 608 7 Compressor L931 8 Crane 30 tons

DRAFT CONF. ROOM OFFICE DECK Number Equipment Suralco Remark 1 Chairs meetings 2 Tables meetings 3 Refrigerator store cold drinks 4 Telephone conference calls 5 Internet connection perform work 6 Beamer presentation 7 Kitchenet for coffee, tea etc 8 Storage area storage area 9 Airconditioner 10 Water dispenser 11 Floor mat 12 Visitor ppe locker

DRAFT SUPT. OFFICE OFFICE DECK Number Equipment Suralco Remark 1 Chairs 2 Table 3 Desk 4 Refrigerator 5 Floor mat 6 Air conditioner 7 Metal cabinet Storage of paperwork 8 Storage area 9 Telephone 10 Internet Connection

DRAFT PRINTER ROOM OFFICE DECK Number Equipment Suralco Remark 1 Kitchenet 2 Microwave Scanner/printer/copy machine (black & 3 white) In total 3 each; 1 only working, 2 others broken 4 Color printer 5 Internet connection

DRAFT CIV. ENG. OFFICE OFFICE DECK Number Equipment Suralco Remark 1 Desk 2 Chairs 3 Storage cabinets Storage of Documents 4 Refrigerator 5 Telephone 6 Internet Connection

DRAFT MECH. ENG. OFFICE OFFICE DECK Number Equipment Suralco Remark 1 Desks 2 Desks 2 Chairs 3 Storage cabinets Storage of Documents 4 Paper shredder 5 Desktop computer

DRAFT BATTERY ROOM OFFICE DECK Number Equipment Suralco Remark 1 Batteries Set of batteries 2 Chargers 3 Chargers 3 Sink 4 Eyewash station 5 Bench 6 Storage Cabinets

DRAFT AIRCO ROOM OFFICE DECK Number Equipment Suralco Remark 1 Air handler Part of the central cooling system of the offices 2 Airco duct system Part of the central cooling system of the offices 3 Storage Cabinets Storage of materials

DRAFT COMMUNICATION ROOM OFFICE DECK Number Equipment Suralco Remark 1 Server equipment 2 Telephone central hard ware 3 Main internet connction hardware 4 Storage cabinets 5 Desk 6 Telephone

DRAFT MECHANIC OFFICE OFFICE DECK Number Equipment Suralco Remark 1 Desks 2 Chairs 3 Storage cabinets Measuring tools storage 4 DM board 5 Telephone connection 6 Internet connection 7 Sink 8 Table 9 Desktop computer

DRAFT ELECTRICAL OFFICE OFFICE DECK Number Equipment Suralco Remark 1 Desks 2 Chairs 3 Storage cabinets Measuring tools storage 4 DM board 5 Telephone connection 6 Internet connection 7 Sink 8 Table 9 Refrigerator 10 Desk top computer

DRAFT STORAGE CABINET AREA OFFICE DECK Number Equipment Suralco Remark 1 Building drainage system Drain system walks from upstream till lowest point down stream in station sump 2 Storage cabinets storage of small materials and supplies 3 Sprinkler/fire protection piping 4 Brake

DRAFT LUBE OIL SHED OFFICE DECK Number Equipment Suralco Remark 1 Building drainage system Drain system walks from upstream till lowest point down stream in station sump 2 Oil / Water separator 3 Sprinkler/fire protection piping 4 Main trafo oil tank 5 Governor oil tank 6 Bearing oil tank 7 Explosion proof lamps 8 Flammable storage cabinets to store flammable liquids 9 Storage cabinets to store small lube oil containers 10 Exhaust fan 11 Fire rated entrance door

DRAFT LUNCH ROOM OFFICE DECK Number Equipment Suralco Remark 1 Building drainage system Drain system walks from upstream till lowest point down stream in station sump 2 Food lockers 3 Stove 4 Kitchenet 5 White Board 6 Tables 7 Chairs 8 Microwave 9 Telephone

DRAFT STORAGE DRY ROOM OFFICE DECK Number Equipment Suralco Remark 1 Building drainage system Drain system walks from upstream till lowest point down stream in station sump 2 Rescue materials 3 Winding Bars main gen Main Generator 4 Winding Bars aux gen Auxiliary 5 Exitation Poles Rotor Main 6 Exitation Poles Rotor Auxiliary Generator 7 Insulating Plate Exiter Generator 8 Space Heaters Main Stator Winding 9 Insulating Blocks Stator Winding 10 Insulating Plate Stator Winding 11 Insulation Bars Stator Winding 12 Insulation Rivets Stator Winding 13 Field Coil Exiter Generator 14 Slipring Brushholder main Main Generator 15 Slipring Brushholder aux Auxiliar Generator 16 Brushholder Main shaft grounding 17 Exhaust Fan Exitation cubicle 18 Intakegate Motor 19 Spillgate Motor 20 Governor pressurepump kaplan Kaplan Units 21 Governor pressurepump fixed blade Fixedblade Units 22 Motor ACB ACB Aircompressor 23 Stator station compressor Station compressor 24 Rotor station compressor Station compressor 25 Motor grease pump Greasepump 26 Cooling fan motor main trafo Main Transformer 27 Pendulum Motor governor Governor 28 Motor turbine sump pump Turbine Sumppump 29 Motor draft tube gate hoist Draftube Gate Hoist 30 Motor dratf tube hoist gear Draftube Hoist Gear 31 Waterwell pump 32 Motor starter governor Governor starting system 33 Motor gate limit governor Governor gatelimit 34 Motor trafo oil pump Main Transformer oilpump 35 Bushing low voltage side main trafo Main Transformer 36 Bushing high voltage side main trafo Main Transformer 37 Bushing nuetral volt. Side main trafo Main Transformer 38 Oil valve main trafo Main Transformer 39 Oil cooling pump main trafo Main Transformer 40 Insulator 13.8 kv 13.8 Line main transformer 41 Temperature Bulb Auxiliary Transformer 42 Contact set housing Gernerator Breaker 43 Resistance Gernerator Breaker 44 Exhaust cooler Gernerator Breaker 45 Resorbed Resistance Gernerator Breaker 46 Contact Plug Gernerator Breaker 47 Blush cocker (exhaust) Gernerator Breaker 48 Insulator 161KV Breaker 49 Insulator 13.8 KV Breaker 50 Insulator 161 KV Bar Above 161KV Transformer 51 Circuit Breaker 300 Amp Camfeeder 52 Breaker 30 AmpDC Volt DC Main pannel 53 Breaker 40 AmpDC Volt DC Main pannel 54 Insulator Campfeeder Transformer 55 Hoist Limit switch complete Overhead Crane 56 Rail Shoe Overhead Crane 57 Lighting Fixture Hazardous location 58 Bolts/nuts/washers General 59 Welding rods General 60 Threaded rods General 61 Pipe plugs General 62 Intake door bearings Intake door 63 Spare intercooler station compressor Station compressor 64 Governor actuator parts Governor 65 Governor distribution valve parts Governor 66 ACB compressor pistons ACB compressor 67 ACB compressor cylinders ACB compressor 68 ACB conmpressor gasket kit ACB compressor 69 Generator bolts and nuts HU generator 70 Temperature gauges HU metering 71 Pressure gauges HU metering 72 Solenoid valves General 73 Pen stock man door studs Unit 1-6 pen stock man door 74 Spare Hydraulic Jacks General 75 Brake pads and rivets Brake system 76 Carbon seals and springs HU turbine section 77 Grinding stones General 78 Safety Relief Valves ACB,Gov tan, Air receiver tanks 79 Gate valves General 80 Spare Chain falls new General 81 Spare shackles eyebolts General 83 ACB compressor inlet filters ACB compressor 84 Drum filters Lube oil 85 Dowel pins DRAFTGenerator and Turbine 86 Turbine bolts and nuts Turbine 87 Spare main oil valve Governor 88 Bolts intake gates Intake door 89 Drain all traps spare Air system 90 Spare Fine filter oil pump General 91 Spare bronze budshings Turbine 92 Spare break bolts Turbine 93 Gaskets General 94 24 v lamps General 95 24 v trafo General 96 pvc fittings General TOOL ROOM GENERATOR FLOOR Number Equipment Suralco Remark 1 Mechanical tools storage 2 Storage cabinets 3 Gasket materials 4 Thread cutter machine 5 Tool boxes 6 Hydraulic jacks 7 Hydraulic pumps 8 Slings 9 Shackles 10 Fall protection equipment 11 Lube oil filtration pump

DRAFT MECHANICAL WORK AREA GENERATOR FLOOR Number Equipment Suralco Remark 1 Building drainage system Drain system walks from upstream till lowest point down stream in station sump 2 Storage cabinets 3 Welding rod oven 4 Lathe machine 001 5 Lathe machine 002 6 Bench grinder 7 Kolom drill (small) 8 Kolom drill (medium) 9 Welding unit AC 10 Welding unit DC 11 Welding unit Diesel driven 12 Ventilation fans 13 Welding curtain 14 Vise grips

DRAFT LOCKER ROOM GENERATOR FLOOR Number Equipment Suralco Remark 1 Building drainage system Drain system walks from upstream till lowest point down stream in station sump 2 Toilets 3 Urinoirs 4 Bathrooms 5 Cold / Warm water installation 6 Boiler (water heater) 7 Washing machine 8 Dryer 9 Toilet & Urinoir sewage piping 10 Storage lockers for employees clothes/shoes/ peronal belongings 11 Airconditioner 12 Exhaust fan 13 Sink 14 Benches

DRAFT CONTROL ROOM GENERATOR FLOOR Number Equipment Suralco Remark 1 Toilet 2 Airconditioners 3 Sink sink is used for water quality checks 4 Daily Managemen boards 5 Table 6 Kitchenet 7 Desks 8 Chairs 9 Security camera monitoring system 10 Fire alarm control panel 11 Control panel unit 1 till unit 6 Control panel east -west and Rosebel 12 transmission lines 13 Clocks 14 Refrigerator 15 Television 16 Water dispenser 17 Emergency Kit (EHBO) 18 Internet connection 19 Telephone connection 20 Difibrilator kit

DRAFT HYDRO UNIT #1 Number Equipment Suralco Remark 1 BULK HEAD DOORS 2 HYDRO UNIT 1 INTAKE GATE/ TRASH RACK/HOIST 3 HYDRO UNIT 1 PENSTOCK/SCROLLCASE/RUNNER CHAMBER 4 HYDRO UNIT 1 TURBINE/WICKET GATE/CARBON SEAL/BRAKE SYSTEM 5 HYDRO UNIT 1 TURB GREASE/ LUBE OIL SYST/COOLERS 6 HYDRO UNIT 1 TURB GOV SYST/COOLERS 7 TURBINE 1 GOVERNOR OIL PUMP 1 8 TURBINE 1 GOVERNOR OIL PUMP 1 MOTOR 9 TURBINE 1 GOVERNOR OIL PUMP 2 10 TURBINE 1 GOVERNOR OIL PUMP 2 MOTOR 11 TURBINE 1 GOVERNOR PRESSURE VESSEL 12 HYDRO UNIT 1 TURBINE SRVS 13 HYDRO UNIT 1 TURBINE SUMP PUMPS 14 HYDRO UNIT 1 GENERATOR 15 HYDRO UNIT 1 GENERATOR VOLTAGE REGULATOR 16 HYDRO UNIT 1 MG SET GENERATOR 17 HYDRO UNIT 1 MG SET MOTOR 18 HYDRO UNIT 1 GEN AUXILIARY/PM GENERATOR 19 HYDRO UNIT 1 GEN AIR COOLERS/AIRFLUSH SYSTEM 20 HYDRO UNIT 1 GEN MAIN GENERATOR/BUSBAR/ARRESTOR 21 HYDRO UNIT 1 PROTECTION/METERING/PT/CT/RTD 22 HYDRO UNIT 1 GEN AIR BREAKER 1314 23 HYDRO UNIT 1 PIPING/VALVES 24 HYDRO UNIT 1 480V AUX/MCC

DRAFT HYDRO UNIT #2 Number Equipment Suralco Remark 1 HYDRO UNIT 2 INTAKE GATE/ TRASH RACK/HOIST 2 HYDRO UNIT 2 PENSTOCK/SCROLLCASE/RUNNER CHAMBER 3 HYDRO UNIT 2 TURBINE/WICKET GATE/CARBON SEAL/BRAKE SYSTEM 4 HYDRO UNIT 2 TURB GREASE/ LUBE OIL SYST/COOLERS 5 HYDRO UNIT 2 TURB GOV SYST/COOLERS 6 TURBINE 2 GOVERNOR OIL PUMP 1 7 TURBINE 2 GOVERNOR OIL PUMP 1 MOTOR 8 TURBINE 2 GOVERNOR OIL PUMP 2 9 TURBINE 2 GOVERNOR OIL PUMP 2 MOTOR 10 TURBINE 2 GOVERNOR PRESSURE VESSEL 11 HYDRO UNIT 2 TURBINE SRVS 12 HYDRO UNIT 2 TURBINE SUMP PUMPS 13 HYDRO UNIT 2 GENERATOR 14 HYDRO UNIT 2 GENERATOR VOLTAGE REGULATOR 15 HYDRO UNIT 2 MG SET GENERATOR 16 HYDRO UNIT 2 MG SET MOTOR 17 HYDRO UNIT 2 GEN AUXILIARY/PM GENERATOR 18 HYDRO UNIT 2 GEN AIR COOLERS/AIRFLUSH SYSTEM 19 HYDRO UNIT 2 GEN MAIN GENERATOR/BUSBAR/ARRESTOR 20 HYDRO UNIT 2 PROTECTION/METERING/PT/CT/RTD 21 HYDRO UNIT 2 GEN AIR BREAKER 1324 22 HYDRO UNIT 2 PIPING/VALVES 23 HYDRO UNIT 2 480V AUX/MCC

DRAFT HYDRO UNIT #3 Number Equipment Suralco Remark 1 HYDRO UNIT 3 INTAKE GATE/ TRASH RACK/HOIST 2 HYDRO UNIT 3 PENSTOCK/SCROLLCASE/RUNNER CHAMBER 3 HYDRO UNIT 3 TURBINE/WICKET GATE/CARBON SEAL/BRAKE SYSTEM 4 HYDRO UNIT 3 TURB GREASE/ LUBE OIL SYST/COOLERS 5 HYDRO UNIT 3 TURB GOV SYST/COOLERS 6 TURBINE 3 GOVERNOR OIL PUMP 1 7 TURBINE 3 GOVERNOR OIL PUMP 1 MOTOR 8 TURBINE 3 GOVERNOR OIL PUMP 2 9 TURBINE 3 GOVERNOR OIL PUMP 2 MOTOR 10 TURBINE 3 GOVERNOR PRESSURE VESSEL 11 HYDRO UNIT 3 TURBINE SRVS 12 HYDRO UNIT 3 TURBINE SUMP PUMPS 13 HYDRO UNIT 3 GENERATOR 14 HYDRO UNIT 3 GENERATOR VOLTAGE REGULATOR 15 HYDRO UNIT 3 MG SET GENERATOR 16 HYDRO UNIT 3 MG SET MOTOR 17 HYDRO UNIT 3 GEN AUXILIARY/PM GENERATOR 18 HYDRO UNIT 3 GEN AIR COOLERS/AIRFLUSH SYSTEM 19 HYDRO UNIT 3 GEN MAIN GENERATOR/BUSBAR/ARRESTOR 20 HYDRO UNIT 3 PROTECTION/METERING/PT/CT/RTD 21 HYDRO UNIT 3 GEN AIR BREAKER 1334 22 HYDRO UNIT 3 PIPING/VALVES 23 HYDRO UNIT 3 480V AUX/MCC

DRAFT HYDRO UNIT #4 Number Equipment Suralco Remark 1 HYDRO UNIT 4 INTAKE GATE/ TRASH RACK/HOIST 2 HYDRO UNIT 4 PENSTOCK/SCROLLCASE/RUNNER CHAMBER 3 HYDRO UNIT 4 TURBINE/WICKET GATE/CARBON SEAL/BRAKE SYSTEM 4 HYDRO UNIT 4 TURB GREASE/ LUBE OIL SYST/COOLERS 5 HYDRO UNIT 4 TURB GOV SYST/COOLERS 6 TURBINE 4 GOVERNOR OIL PUMP 1 7 TURBINE 4 GOVERNOR OIL PUMP 1 MOTOR 8 TURBINE 4 GOVERNOR OIL PUMP 2 9 TURBINE 4 GOVERNOR OIL PUMP 2 MOTOR 10 TURBINE 4 GOVERNOR PRESSURE VESSEL 11 HYDRO UNIT 4 TURBINE SRVS 12 HYDRO UNIT 4 TURBINE SUMP PUMPS 13 HYDRO UNIT 4 GENERATOR 14 HYDRO UNIT 4 GENERATOR VOLTAGE REGULATOR 15 HYDRO UNIT 4 MG SET GENERATOR 16 HYDRO UNIT 4 MG SET MOTOR 17 HYDRO UNIT 4 GEN AUXILIARY/PM GENERATOR 18 HYDRO UNIT 4 GEN AIR COOLERS/AIRFLUSH SYSTEM 19 HYDRO UNIT 4 GEN MAIN GENERATOR/BUSBAR/ARRESTOR 20 HYDRO UNIT 4 PROTECTION/METERING/PT/CT/RTD 21 HYDRO UNIT 4 GEN AIR BREAKER 1344 22 HYDRO UNIT 4 PIPING/VALVES 23 HYDRO UNIT 4 480V AUX/MCC

DRAFT HYDRO UNIT #5 Number Equipment Suralco Remark 1 HYDRO UNIT 5 INTAKE GATE/ TRASH RACK/HOIST 2 HYDRO UNIT 5 PENSTOCK/SCROLLCASE/RUNNER CHAMBER 3 HYDRO UNIT 5 TURBINE/WICKET GATE/CARBON SEAL/BRAKE SYSTEM 4 HYDRO UNIT 5 TURB GREASE/ LUBE OIL SYST/COOLERS 5 HYDRO UNIT 5 TURB GOV SYST/COOLERS 6 TURBINE 5 GOVERNOR OIL PUMP 1 7 TURBINE 5 GOVERNOR OIL PUMP 1 MOTOR 8 TURBINE 5 GOVERNOR OIL PUMP 2 9 TURBINE 5 GOVERNOR OIL PUMP 2 MOTOR 10 TURBINE 5 GOVERNOR PRESSURE VESSEL 11 HYDRO UNIT 5 TURBINE SRVS 12 HYDRO UNIT 5 TURBINE SUMP PUMPS 13 HYDRO UNIT 5 GENERATOR 14 HYDRO UNIT 5 GENERATOR VOLTAGE REGULATOR 15 HYDRO UNIT 5 MG SET GENERATOR 16 HYDRO UNIT 5 MG SET MOTOR 17 HYDRO UNIT 5 GEN AUXILIARY/PM GENERATOR 18 HYDRO UNIT 5 GEN AIR COOLERS/AIRFLUSH SYSTEM 19 HYDRO UNIT 5 GEN MAIN GENERATOR/BUSBAR/ARRESTOR 20 HYDRO UNIT 5 PROTECTION/METERING/PT/CT/RTD 21 HYDRO UNIT 5 GEN AIR BREAKER 1354 22 HYDRO UNIT 5 PIPING/VALVES 23 HYDRO UNIT 5 480V AUX/MCC

DRAFT HYDRO UNIT #6 Number Equipment Suralco Remark 1 HYDRO UNIT 6 INTAKE GATE/ TRASH RACK/HOIST 2 HYDRO UNIT 6 PENSTOCK/SCROLLCASE/RUNNER CHAMBER 3 HYDRO UNIT 6 TURBINE/WICKET GATE/CARBON SEAL/BRAKE SYSTEM 4 HYDRO UNIT 6 TURB GREASE/ LUBE OIL SYST/COOLERS 5 HYDRO UNIT 6 TURB GOV SYST/COOLERS 6 TURBINE 6 GOVERNOR OIL PUMP 1 7 TURBINE 6 GOVERNOR OIL PUMP 1 MOTOR 8 TURBINE 6 GOVERNOR OIL PUMP 2 9 TURBINE 6 GOVERNOR OIL PUMP 2 MOTOR 10 TURBINE 6 GOVERNOR PRESSURE VESSEL 11 HYDRO UNIT 6 TURBINE SRVS 12 HYDRO UNIT 6 TURBINE SUMP PUMPS 13 HYDRO UNIT 6 GENERATOR 14 HYDRO UNIT 6 GENERATOR VOLTAGE REGULATOR 15 HYDRO UNIT 6 MG SET GENERATOR 16 HYDRO UNIT 6 MG SET MOTOR 17 HYDRO UNIT 6 GEN AUXILIARY/PM GENERATOR 18 HYDRO UNIT 6 GEN AIR COOLERS/AIRFLUSH SYSTEM 19 HYDRO UNIT 6 GEN MAIN GENERATOR/BUSBAR/ARRESTOR 20 HYDRO UNIT 6 PROTECTION/METERING/PT/CT/RTD 21 HYDRO UNIT 6 GEN AIR BREAKER 1364 22 HYDRO UNIT 6 PIPING/VALVES 23 HYDRO UNIT 6 480V AUX/MCC

DRAFT COMPRESSOR AREA GENERATOR FLOOR Number Equipment Suralco Remark 1 Building drainage system Drain system walks from upstream till lowest point down stream in station sump 2 COMPRESSED AIR SYSTEM ACB 1 3 COMPRESSED AIR SYSTEM ACB 2 4 COMPRESSED AIR SYSTEM FIX BLADE AC 1 5 COMPRESSED AIR SYSTEM FIX BLADE AC 2 6 COMPRESSED AIR SYSTEM KAPLAN AC 1 7 COMPRESSED AIR SYSTEM KAPLAN AC 2 8 COMPRESSED AIR SYSTEM STATION AC 1 9 COMPRESSED AIR SYSTEM STATION AC 2 10 COMPRESSED AIR SYSTEM STATION AC 3 11 COMPRESSED AIR SYSTEM STATION AC 4 12 COMPRESSED AIR SYSTEM AIR RECEIVERS ACB 13 COMPRESSED AIR SYSTEM ACB SRV 1 14 COMPRESSED AIR SYSTEM ACB SRV 2 15 Telephone 16 Air ventilation duct 17 Fire extinguishers

DRAFT MATERIAL STORAGE AREA GENERATOR FLOOR Number Equipment Suralco Remark 1 Building drainage system Drain system walks from upstream till lowest point down stream in station sump 2 Storage cabinets 3 Spare exciter rotor 4 Spare ACB aircompressors 5 Spare Governor pumps 6 Spare Floating system 7 Spare HV bushings 8 Main trafo spare parts 9 Spare Distirbution valve body 10 Table 11 480v busbar 12 Spare oil pot parts 13 Air ventilation duct 14 Fire extinguishers

DRAFT MECHANICAL STORAGE AREA TURBINE FLOOR Number Equipment Suralco Remark 1 Building drainage system Drain system walks from upstream till lowest point down stream in station sump 2 Storage cabinets 3 Pipe fitting materials 4 Hydraulic jacks 5 Spare sump pumps 6 Spare submersible pumps 7 High pressure washer 8 Oil / Water separator and piping 9 Sewage ejector pump and piping 10 Overhaul tools storage 11 Lifting tools 12 Cooler cleaning tool box 13 Carbon seal repair tool box 14 Work table 15 Fire protection Hose rail 16 Cable trays 17 Ladders 18 AC Welding unit 19 Portable oil/water separator

DRAFT INTAKE GALLERY TURBINE FLOOR Number Equipment Suralco Remark 1 Building drainage system Drain system walks from upstream till lowest point down stream in station sump 2 Foundation drains 3 Main dam movement measuring device 4 Air ventilation duct

DRAFT AREA TURBINE FLOOR Number Equipment Suralco Remark 1 Building drainage system Drain system walks from upstream till lowest point down stream in station sump 2 Telephone 3 Fire booster pump 4 Cable trays 5 Cooling water piping unit 1 till 6 6 Fire protection hose rails 7 Co2 fire protection assembly 8 Air ventilation fans 9 Air ventilation duct 10 Kaplan unit air receiver tank 11 Fixed blade unit air receiver tank 12 Station air receiver tank

DRAFT STATION SUMP AREA Number Equipment Suralco Remark 1 Building drainage system Drain system walks from upstream till lowest point down stream in station sump 2 Telephone 3 Station sump pump #1 4 Station sump pump #2 5 Station sump pump #3 6 Jet water pump 7 Submersible sump pump 8 station sump pump piping

DRAFT DRAFT TUBE GALLERY Number Equipment Suralco Remark 1 Building drainage system Drain system walks from upstream till lowest point down stream in station sump 2 Telephones 3 Unit #1 mandoor 4 Unit #2 mandoor 5 Unit #3 mandoor 6 Unit #4 mandoor 7 Unit #5 mandoor 8 Unit #6 mandoor

DRAFT STORAGE AREA WOOD WORKING SHOP AREA Number Equipment Suralco Remark 1 Telephone 2 Portable air compressor 3 Lathe machine 4 Spare Oil pipes 5 Spare shaft sleeve (used spare) 6 Special tool icw overhaul 7 Spare intake gate seals 8 Spare intake gate hoist cables 9 Spare station sump pump 10 Spare boats 11 Plate material 12 Well rehab material 13 Butterfly valves 14 Gate valves 15 Spare HV tower structure materials 16 Pipe fitting materials 17 Spare brake pads for gantry crane 18 Spare gen guide bearing segments (1 set compl) 19 Wooden blocks 20 Elictrical appliances out of order 21 Spare WG arm

DRAFT PAINT SHED WOOD WORKING SHOP AREA Number Equipment Suralco Remark 1 Paint 2 Grit blasting material 3 Scaffold material

DRAFT GAS SHED WOOD WORKING SHOP AREA Number Equipment Suralco Remark 1 Oxygen bottles 2 Acethylene bottles 3 Argon bottles 4 CO2 bottles 5 Nitrogen bottles 6 Cooking gas bottles

DRAFT OUTSIDE WOOD WORKING SHOP AREA STORAGE Number Equipment Suralco Remark 1 Spill way gates 2 Spare HV tower 3 Overhaul special devices 4 Piping materials 5 Structure materials 6 Dam repair stock pile 7 Road repair stock pile 8 6 inch concrete bricks 9 Test weights

DRAFT EQUIPMENT: HOUSE A02 Description SURALCO Remark Lay out: Living room Dinning room Sleeping room Storage and Laundry room Parking lot Owner See plan view drawing Washer and dryer Owner Airconditioning Owner All rooms including living room have air conditioning Kitchen area Kitchen is fully stacked with cooking utensils (pots & pans) Owner Swimming pool Owner Kids swimming pool at the back of the house Sofa set Owner WiFi connection Owner Beds and matrasses Owner Sleeping accomodations for 20 persons Tv Owner Boiler Owner Refrigerator Owner Bathroom Owner Two each bathroom Telephone Owner Stove Owner Pillows Owner Microwave Owner Dining table and chairs Owner Outdoor chair Owner

DRAFT EIQUIPMENT: HOUSE A03 Description SURALCO Remark Lay out: Living room Dinning room Sleeping room Storage and Laundry room Parking lot Owner See plan view drawing Washer and dryer Owner Airconditioning Owner All rooms including living room have air conditioning Kitchen area Kitchen is fully stacked with cooking utensils (pots & pans) Owner Swimming pool Owner Kids swimming pool at the back of the house Sofa set Owner WiFi connection Owner Beds and matrasses Owner Sleeping accomodations for 15 persons Tv Owner Boiler Owner Refrigerator Owner Bathroom Owner Two each bathroom Telephone Owner Stove Owner Pillows Owner Microwave Owner Dining table and chairs Owner Outdoor chair Owner

DRAFT EIQUIPMENT: HOUSE A03 Description SURALCO Remark Lay out: Living room Dinning room Sleeping room Storage and Laundry room Parking lot Owner See plan view drawing Washer and dryer Owner Airconditioning Owner All rooms including living room have airconditioning Kitchen area Kitchen is fully stacked with cooking utensils (pots & pans) Owner Swimming pool Owner Kids swimming pool at the back of the house Sofa set Owner WiFi connection Owner Beds and matrasses Owner Sleeping accomodations for 15 persons Tv Owner Boiler Owner Refrigerator Owner Bathroom Owner Two each bathroom Telephone Owner Stove Owner Pillows Owner Microwave Owner Dining table and chairs Owner Outdoor chair Owner

DRAFT Ice and Laundery shed Device Description SURALCO Remark Number Lay out: Laundery Area Ice maker area Owner Washer and dryer Owner Ice makers Owner Storage cabinets Owner Potable water Owner Wash table Owner 480 Voltage Owner

DRAFT Swimming pool Device Description SURALCO Remark Number Main Swimming pool Owner Located at the top of the staff hill Afobaka Secondary Swimming pool Owner Kids swimming pool at the top of staff hill Afobaka Pool Pump Owner Douche area Owner Area around has been tiled Owner

DRAFT Recreational hall next to Swimming pool Device Description SURALCO Remark Number Hall Owner Located at the top of the staff hill Afobaka for recreational purposes. Storage room Owner Toilet Owner Tables Owner Chairs Owner Telephone Owner WiFi Access Owner

DRAFT EQUIPMENT: STANDPIPE quioment: Device Description SURALCO Remark Number Standpipe Owner Potable water storage tank Pump Owner Kids swimming pool at the top of staff hill Afobaka

DRAFT EQUIPMENT: LAKE VIEW Description SURALCO Remark Lay out: Living room Dinning room Sleeping rooms Owner Washer and dryer Owner Airconditioning Owner All rooms including living room have air conditioning Kitchen area Kitchen is fully stacked with cooking utensils (pots & pans) Owner Sofa set Owner WiFi connection Owner Beds and matrasses Owner Sleeping accomodations for 10 persons Tv Owner Boiler Owner Refrigerator Owner Bathroom Owner Two each bathroom Telephone Owner Stove Owner Pillows Owner Microwave Owner Dining table and chairs Owner

DRAFT EQUIPMENT: Jungle View Description SURALCO Remark Lay out: Living room Dinning room Sleeping rooms Owner Washer and dryer Owner Airconditioning Owner All rooms including living room have air conditioning Kitchen area Kitchen is fully stacked with cooking utensils (pots & pans) Owner Sofa set Owner WiFi connection Owner Beds and matrasses Owner Sleeping accomodations for 10 persons Tv Owner Boiler Owner Refrigerator Owner Bathroom Owner Two each bathroom Telephone Owner Stove Owner Pillows Owner Microwave Owner Dining table and chairs Owner

DRAFT EQUIPMENT: Road View Description SURALCO Remark Lay out: Living room Dinning room Sleeping rooms Owner Washer and dryer Owner Airconditioning Owner All rooms including living room have air conditioning Kitchen area Kitchen is fully stacked with cooking utensils (pots & pans) Owner Sofa set Owner WiFi connection Owner Beds and matrasses Owner Sleeping accomodations for 10 persons Tv Owner Boiler Owner Refrigerator Owner Bathroom Owner Two each bathroom Telephone Owner Stove Owner Pillows Owner Microwave Owner Dining table and chairs Owner

DRAFT EQUIPMENT: Trailer B5 Description SURALCO Remark Lay out: Living room Dinning room Sleeping rooms Owner Washer and dryer Owner Airconditioning Owner All rooms including living room have air conditioning Kitchen area Kitchen is fully stacked with cooking utensils (pots & pans) Owner Sofa set Owner WiFi connection Owner Beds and matrasses Owner Sleeping accomodations for 10 persons Tv Owner Boiler Owner Refrigerator Owner Bathroom Owner Two each bathroom Telephone Owner Stove Owner Pillows Owner Microwave Owner Dining table and chairs Owner

DRAFT EQUIPMENT: Trailer B6 Description SURALCO Remark Lay out: Living room Dinning room Sleeping rooms Owner Washer and dryer Owner Airconditioning Owner All rooms including living room have air conditioning Kitchen area Kitchen is fully stacked with cooking utensils (pots & pans) Owner Sofa set Owner WiFi connection Owner Beds and matrasses Owner Sleeping accomodations for 10 persons Tv Owner Boiler Owner Refrigerator Owner Bathroom Owner Two each bathroom Telephone Owner Stove Owner Pillows Owner Microwave Owner Dining table and chairs Owner

DRAFT EQUIPMENT: Trailer B1 Description SURALCO Remark Lay out: Living room Dinning room Sleeping rooms Owner Washer and dryer Owner Airconditioning Owner All rooms including living room have air-conditioning Kitchen area Kitchen is fully stacked with cooking utensils (pots & pans) Owner Sofa set Owner WiFi connection Owner Beds and matrasses Owner Sleeping accomodations for 10 persons Tv Owner Boiler Owner Refrigerator Owner Bathroom Owner Two each bathroom Telephone Owner Stove Owner Pillows Owner Microwave Owner Dining table and chairs Owner

DRAFT EQUIPMENT: Trailer B2 Description SURALCO Remark Lay out: Living room Dinning room Sleeping rooms Owner Washer and dryer Owner Airconditioning Owner All rooms including living room have air conditioning Kitchen area Kitchen is fully stacked with cooking utensils (pots & pans) Owner Sofa set Owner WiFi connection Owner Beds and matrasses Owner Sleeping accomodations for 10 persons Tv Owner Boiler Owner Refrigerator Owner Bathroom Owner Two each bathroom Telephone Owner Stove Owner Pillows Owner Microwave Owner Dining table and chairs Owner

DRAFT EQUIPMENT: Bachelor Quarters Description SURALCO Remark Lay out: Plan view Bachelor house: Living room Lunch room area A619938PN.pdf Sleeping rooms Owner Washer and dryer Owner Airconditioning Owner All rooms including lunch room have air conditioning Kitchen Kitchen is fully stacked with cooking utensils (pots & pans) Owner WiFi connection Owner Beds and matrasses Owner Sleeping accomodations for 25 persons Tv Owner Boiler Owner Refrigerator Owner Bathroom Owner Two each bathroom Toilets Owner Two each toilets Telephone Owner Stove Owner Pillows Owner Microwave Owner Table and chairs Owner Chest Freezer Owner Cabin (Precamp) Owner Used as storage area for the kitchen supplies Stainless steel wash tables Owner Vegetable cooling refrigerator Owner

DRAFT DRAFT EQUIPMENT: Surmac House Description SURALCO Remark Lay out: The first floor of this house is used for the security team Living room onsite and the floor below is occupied by the overseer Lunch room area Sleeping rooms Owner Washer and dryer Owner Airconditioning Owner All rooms including living room have air conditioning Kitchen Kitchen is fully stacked with cooking utensils (pots & pans) Owner WiFi connection Owner Beds and matrasses Owner Sleeping accomodations for 18 persons Tv Owner Boiler Owner Refrigerator Owner Bathroom Owner Two each bathroom Toilets Owner Two each toilets Telephone Owner Stove Owner Pillows Owner Microwave Owner Table and chairs Owner

DRAFT EQUIPMENT: Water plant Description SURALCO Remark This water treatment plant is used to filter and produce potable water by injecting with chlorine and caustic. Water plant

Owner Submersible pumps Owner Caustic storage area Owner Chlorine storage and mixer area Owner The water plant area is enclosed with a fence Owner Chlorine and Caustic Owner Above ground piping at the water plant for discharge of potbale water to the standpipe and the Powerhouse Owner 480 Voltage supply Owner Storage shed Owner

DRAFT EQUIPMENT: Road bridge Description SURALCO Remark

This steel bridge spans the Suriname river and makes a Road bridge Owner connection to the East side of the dam, ultimatly leading to the East saddle dikes

Length: 762 Ft Roadway deck width: 34Ft Steel Structure with truss construction Bolted connections Currently under maintanance Supported on 5 each concrete piers

DRAFT EQUIPMENT: West Embankment Description SURALCO Remark

The west embankment is a sandfill embankment which has West Embankment dike Owner an upstream impervious core with an inclined filter and a large downstream zone of sandfill.

Length: 3004 Ft Crest width: 20Ft 14 Ea wells located at the downstream toe and abutment of Observation wells the west embankment Seepage monitoring 4 Ea seepage monitoring loactions downstream Pharshall flume For seepage monitoring at Afobaka creek Stair One each access from dike toe to the pharshall flume Surface settlement points on the crest 14 each

DRAFT EQUIPMENT: East Embankment Description SURALCO Remark The east embankment cross section has an upstream impervious core with an inclined filter drain. The east East Embankment dike Owner embankment has two distinct types of embankments separated by a transition. A sandfill embankment and a rockfill embankment. Length: 2364 Ft Crest width: 20Ft 11 Ea wells located at the downstream toe and abutment of Observation wells the west embankment Surface settlement points on the crest and downstream 14 each For access from the main road to the downstream Lever gate east embankment Slab was constructed for stability of this embankment Concrete slab downstram section in times of spilling

DRAFT EQUIPMENT: Powerhouse (external) Description SURALCO Remark The intake section is a concrete gravity section with an integrated powerhouse. The intake section consists of seven monolith blocks and is approximately 357 feet in length. The Powerhouse Owner powerhouse has six generating units with an installed capacity of 189 megawatts (MW) at a normal operating head of 134 feet. Length: 357Ft Crest width: 20Ft Stairs Access from main switch yard to the filler valve deck Monolith blocks: 7 each Entry to the powerhouse is through a remote operated Sliding gate sliding gate

DRAFT EQUIPMENT: Spillway Description SURALCO Remark

The five-bay concrete ogee spillway is equipped with Tainter gates, extends approximately 215 feet and has Spillway Owner a design flood outflow of 207,000 cubic feet per second (cfs) with a 5-foot surcharge above normal full pool El. 264. The crest of the concrete ogee is at El. 224.

Spillway bay : 5 each Spillway gates: 5 each Spillway hoist: 5 each Trunion for spillway gates: 10 each Spillway gate chain: 5 each Hoist breaker

DRAFT EQUIPMENT: East Saddle Dike (ESD) Description SURALCO Remark Four saddle dikes are located along the east reservoir rim. ESD Owner These saddle dikes have water on them at normal pool and are substantial embankments.

Number of ESD: 4 each Elavation ESD #1 - ESD #4: Range from El. 277 – El. 278.5 Seepage weirs Surface settlement points Slope protection upstream with rip rap Slope protection downstream with gravel

DRAFT EQUIPMENT: West Saddle Dike (WSD) Description SURALCO Remark Twelve saddle dikes are located along the west WSD Owner reservoir rim. Some of these dikes are freeboard dikes and retain no water at normal pool. Number of ESD: 12 each Elavation WSD: Crest El. 272 Slope protection upstream with rip rap Slope protection downstream with gravel

DRAFT EQUIPMENT: Fueling area Description SURALCO Remark Fueling Area Owner Diesel dispenser Owner Gasoline dispenser Owner Gasoline above ground storage tank with pump Owner Diesel above bround storage tank Owner Curbed and fenced area of the above ground tanks Owner Drum storage area Owner Empty and full drums drums Owner Curb area of above ground tank and drum storage area has a Owner discharge pipe connected to a oil water separator Paved slab for fueling

DRAFT EQUIPMENT: Parking Lot Description SURALCO Remark Paved Parking Lot Parking space for 10 light vehicles. Located in front of Owner the fueling station. Mandatory reverse parking Owner Potable water drain tap for washing of cars Owner

DRAFT EQUIPMENT: Tiemba Dock Description SURALCO Remark Tiemba Dock Located right next to the west embankment at the west Owner abutment. Dock is being used for loading and unloading of boats Mandatory reverse parking Owner Boats Owner Outboards motors 30 PK horse power Owner Trailer for boats

DRAFT EQUIPMENT: Storage area Main dam Description SURALCO Remark Storage area main dam Located in front of the west embankment are containers in Owner which general supplies have been stored Container #1 Owner Contains outboards Container #2 and #3 Owner Containes spare parts Gasoline tanks for outboad motors Owner Swimming vest Owner Krovar herbicide chemical Owner Outboards motors 30 PK horse power Owner

DRAFT EQUIPMENT: Quarry A &B Description SURALCO Remark Quarry A and B Located downstream of the powerhouse and spillway Owner section is known as Quarry A and right beside this area is Quarry B. Pharshall flume at Quarry B Owner To measure flow at this loaction Stairs Owner Downstream Afobaka bridge Owner

DRAFT EQUIPMENT: Air strip Description SURALCO Remark Air strip Located behind the water plant and is used for Owner small commercial helicopters or aircrafts.

DRAFT Device number Voltage Discription Location Main trafo 1 161kV/13.8kV Main transformer 1 (161/13.8kV) AFO-yard Main trafo 2 161kV/13.8kV Main transformer 2 (161/13.8kV) AFO-yard Main trafo 3 161kV/13.8kV Main transformer 3 (161/13.8kV) AFO-yard Aux trafo 1 13.8kV/480V Aux Transformer 1 AFO-yard Aux trafo 2 13.8kV/480V Aux Transformer 2 AFO-yard Aux trafo 3 13.8kV/480V Aux Transformer 3 AFO-yard Emerg Gen 480V Emergency Generator AFO-yard 1510 161kV Eastline SF6 line-breaker AFO-yard 1520 161kV Eastbus tie-breaker AFO-yard 1530 161kV Westbus tie-breaker AFO-yard 1540 161kV Westline SF6 line-breaker AFO-yard 1314 13.8kV Generator-breaker hydro unit 1 AFO Bld 1324 13.8kV Generator-breaker hydro unit 2 AFO Bld 1334 13.8kV Generator-breaker hydro unit 3 AFO Bld 1344 13.8kV Generator-breaker hydro unit 4 AFO Bld 1354 13.8kV Generator-breaker hydro unit 5 AFO Bld 1364 13.8kV Generator-breaker hydro unit 6 AFO Bld 1303 13.8kV Station service trafo 3 disconnect AFO 1302 13.8kV Station service trafo 2 disconnect AFO 1301 13.8kV Station service trafo 1 disconnect AFO 1517 161kV Air operated disconnect main trafo 1 AFO-yard 1527 161kV Air operated disconnect main trafo 2 AFO-yard 1537 161kV Air operated disconnect main trafo 3 AFO-yard 1521 161kV Eastbus air operated disconnect AFO-yard 1529 161kV Westbus air operated disconnect AFO-yard 1509 161kV Eastline air operated disconnect AFO-yard 1539 161kV Westline air operated disconnect AFO-yard 1531 161kV Westbus hand operated tie-disconnect AFO-yard 1519 161kV Eastbus hand operated tie-disconnect AFO-yard 1541 161kV Westline hand operated line-disconnect AFO-yard 1511 161kV Eastline hand operated line-disconnect AFO-yard 161kV HV towers (4X) AFO-yard DRAFT Device number Voltage Discription Location 1311 13.8kV Rural/Camp hand operated disconnect from main trafo 1 AFO Rural/Camp pole 1313 13.8kV Rural/Camp hand operated disconnect from main trafo 2 AFO Rural/Camp pole 1315 13.8kV Rural hand operated disconnect AFO Rural/Camp pole 1317 13.8kV Campfeeder hand operated disconnect AFO Rural/Camp pole Pole CA-01 480V Fuse disconnect Camp pole Camp Fdr trafo 13.8kV/4.16kV Campfeeder Transformer 13.8kV/4.16kV Near camp Fdr pole

DRAFT Equipment 161 KV Towers Arrestors Grounding connections (counter poises) Insulators Static wire (Over the distance of the HV towers

DRAFT Agreed form final draft 22 August 2018

Schedule 5 - Clause 4.5 Properties

[Note to draft: Schedule to be finalized at the time of the Transfer of the Afobaka Hydroelectric Works.]

DRAFT

Afobaka Hydroelectric Works Transfer and Schedule 5 Agreed form final draft of 22 August 2018 Execution Agreement AFOBAKA PROPERTY OVERVIEW No Main properties Elevation overview Areas 1 Draft tube deck Main entrance door Cranes Conference room Superintendant Office Printer room Civil engineer office Mechanical engineer office MAIN ENTRANCE / OFFICE DECK Battery room Airco room Communication room Mechanic office Electrical office Storage cabinet area Lube oil shed Lunch room Storage Dryroom

Tool room Power Building Powerhouse Mechanical work area Locker room Control room Unit #1 GENERATOR FLOOR Unit #2 Unit #3 Unit #4 Unit #5 Unit #6 Compressor area Material storage area

Mechanical storage area TURBINE FLOOR Intake gallery Area turbine floor Station sump area

DRAFT TUBE GALLERY Draft tube gallery

Storage area 2 WW shop area Paint shed Gas bottle shed DRAFTOutside wood working shop area storage Properties Sub areas 1 1. House A02 2. House A03 3. House A04 4. House A05 5. Ice and Laundry shed 6. Swimming pool 7. Recreational hall next to swimming pool 8. Standpipe Recreational Facilities 9. Trailer "Lake View" 10. Trailer "Jungle View" 11. Trailer "Road View" 12. Trailer "B5" 13. Trailer "B6" 14. Trailer "B1" 15. Trailer "B2" 16. Bachelors quarters (House) 17. Surmace house 2 Water plant 3 Road Bridge 4 1. West Embankment, including access control structures (gates) 2. East Embankment, including access control structures (gates) 3. Powerhouse 4. Spillway Afobaka dam area 5. East Saddle Dikes 6. West Saddle Dikes 7. Fueling area 8. Parking Lot 9. Tiemba dock 10. Storage area 11. Quarry A and B 5 Air strip DRAFT No. Properties 1 MSY Afobaka 2 MSY Rural & Camp Fdr 3 161 KV towers

DRAFT Agreed form final draft 22 August, 2018

Annex B Environmental Remediation and Rehabilitation Agreement

[To be attached separately.]

DRAFT

Framework Agreement Annex B Agreed form final draft of 22 August, 2018 Agreed form final draft 22 August, 2018

D R A F T

ENVIRONMENTAL REMEDIATION AND REHABILITATION AGREEMENT

BY AND AMONG

THE REPUBLIC OF SURINAME

AND

SURINAME ALUMINUM COMPANY, L.L.C.

AND

N.V. ALCOA MINERALS OF SURINAME

DRAFT[DATE], 2018

TABLE OF CONTENTS

Page

1 REFERENCES ...... 2 2 ENVIRONMENTAL LIABILITIES ...... 2 3 MANAGEMENT OF REMEDIATION LIABILITIES ...... 2 4 MANAGEMENT OF REHABILITATION LIABILITIES ...... 3 5 STANDARDS FOR REMEDIATION AND REHABILITATION ...... 4 6 RELEASE FROM OBLIGATIONS AND LIABILITIES ...... 5 6 MISCELLANEOUS ...... 5

ANNEXES

Annex I - Environmental Remediation Scope of Work – Clause 3.1

Annex II - Mine Rehabilitation Plan – Clause 4.1

DRAFT

Environmental Agreement i Agreed form final draft of 22 August, 2018

THIS ENVIRONMENTAL REMEDIATION AND REHABILITATION AGREEMENT is entered into as of [date] 2018 (collectively, with the Annexes hereto, the "Environmental Agreement"), by and among:

(1) the Republic of Suriname, a sovereign state, represented by the Minister of Natural Resources ("Suriname");

(3) N.V. Alcoa Minerals of Suriname, a public company with limited liability company, organized and existing under the laws of the Netherlands, having its statutory seat at The Hague, the Netherlands, with its business address at Van 't Hogerhuysstraat 13, Paramaribo, Suriname ("AMS"),

Suriname, Suralco and AMS are sometimes referred to herein as the "Parties" and each individually as a "Party".

WHEREAS:

(A) The Parties are entering into this Environmental Agreement in connection with that certain Framework Agreement, dated as of the date hereof (the "Framework Agreement"). The Framework Agreement relates to:

(i) the termination of the Brokopondo Agreement, the transfer of the Afobaka Hydroelectric Works Assets and the Afobaka Hydroelectric Works Liabilities and interim undertakings for the period between the date of this Framework Agreement and the Transfer Date; (ii) the performance of certain environmental remediation, rehabilitation and environmental clean-up activities by Suralco and AMS; (iii) the termination of the mining concessions granted pursuant to or in accordance with the Brokopondo Agreement, ancillary documents thereto and any other ‘concession’ documentation and residual obligations in accordance with the terms of this Framework Agreement; and (iv) the termination of the 1966 Agreement Concerning the Delivery of Electrical Energy and the 1999 Energy Agreement, and execution of that certain Suriname Power Purchase Agreement and that certain Suralco Power Purchase Agreement. (B) The Parties, pursuant to the Framework Agreement, commit to set out their further agreement on the terms and conditions of the environmental remediation, reclamation and mine rehabilitation to be performed by Suralco and AMS.

Environmental Agreement 1 of 6 Agreed form final draft of 22 August, 2018 Agreed form final draft 22 August, 2018

1 INTERPRETATION

1.1 Capitalized terms used in this Environmental Agreement, including in the preamble above, shall have the meaning set forth in the Framework Agreement.

1.2 In addition to the provisions of this Clause 1 and Clause 7.2 hereof, U.S. industry standards and customs shall apply to ascertain the meaning of any non-defined terms of this Environmental Agreement, for the avoidance of doubt, including Annex I and Annex II.

1.3 The rules of construction included in Clause 1 of the Framework Agreement shall apply mutatis mutandis to this Environmental Agreement.

2 ENVIRONMENTAL LIABILITIES

2.1 Management of Environmental Liabilities

Suralco and AMS shall undertake remediation and rehabilitation activities to eliminate or reduce to acceptable levels adverse impacts on human health, safety and the environment caused by the mining, refining and smelting activities of Suralco and AMS, by completing the site-specific remediation and rehabilitation plans developed by Suralco and AMS, as attached hereto and made a part of this Environmental Agreement and having the same effect as if set forth in full herein.

2.2 Performance of O&M Obligations

Suralco and AMS shall perform any specified O&M in the manner set forth in the Matter Closure Reports or Mine Rehabilitation Closure Reports. Suralco and AMS may assign O&M obligations to any third party with an interest in the real property at issue, however, Suriname shall have the right to approve the transfer of liability upfront to any such assignee, which shall not be withheld without good cause, based on a satisfactory due diligence review of information pertaining to assignee’s ability to carry out the O&M obligations. At least six (6) months before the planned transfer date, Suralco and AMS will provide Suriname with the documents necessary, including baseline assessments and credit worthiness of the assignee for Suriname to appropriately evaluate the proposed third-party assignee at the sole expense of Suralco and AMS, the cost of which to be agreed upon by the parties beforehand. In the case where said transfer includes deferred liabilities, a mutually agreed reserve (such as a letter of credit to the Government, funded escrow account, insurance policy, etc.) will be established to secure funding to manage these liabilities. Thereafter, Suralco and AMS shall have no further obligations with respect to the matter or condition which was the subject of the assignment.

2.3 Resources

Remediation, reclamation and rehabilitation work will be performed by contractors or other individuals or entities selected in the sole discretion of Suralco, with the appropriate skill and expertise, who will abide by Suralco standard terms and conditions for services. 3 MANAGEMENTDRAFT OF REMEDIATION LIABILITIES 3.1 Remediation Activities

Following the execution of the Framework Agreement, Suralco and AMS shall perform and complete, at their sole cost and expense, the remedial and closure activities at the locations set forth in Annex I, using the methodologies and approaches set forth in Annex I. Environmental Remediation Scope of Work (the "Remediation Activities"). Suralco and AMS shall perform

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and complete, where necessary, at their sole cost and expense, its monitoring and post monitoring of the Remediation Activities at the locations set forth in Annex I.

3.2 Remediation Plans

With regard to certain matters identified in Annex I, Suralco agrees to share with Suriname copies of summaries, design criteria reports, or similar scope of work documents, when such materials are generated as part of the Remediation Activities and at least sixty (60) days prior to the commencement of work at such areas. These materials are not subject to approval by Suriname but are shared in the spirit of transparency. Consistent with Annex I, Suralco and AMS will notify Suriname of material changes to proposed scopes of work where significant changes occur in Suralco’s understanding of site conditions necessitating a different or additional approach for achieving completion of the Remediation Activities for a given matter.

3.3 Final Reports

With regard to each matter identified in Annex I, Suralco and AMS shall provide to Suriname a hard and electronic copy of all final written reports and other final documents evidencing completion of the Remediation Activities for the given matter and identifying operation, maintenance, and monitoring requirements, if applicable ("Matter Closure Report"). Suriname shall have the right to review and object to the Matter Closure Report for good cause, as further set out in Annex I, Suriname may involve, a competent third party environmental expert(s) to assist Suriname in its review of Matter Closure Reports and provide a recommendation to Suriname regarding whether the Remedial Clean Up Criteria have been achieved. Suralco will help fund any such external environmental expert by reimbursing Suriname’s cost, capped at the rate of USD 50 per page containing substantive material and USD 100 for any data tables final review and provide a recommendation to Suriname. Within sixty (60) days of receiving a Matter Closure Report, Suriname will notify Suralco and AMS in writing of any deficiencies regarding completion of the Remedial Activities at issue, if any, but in no case will such identification occur after ninety (90) days of receiving a Matter Closure Report, after which time the Matter Closure Report becomes final. The Parties agree that deficiencies shall be limited to the Remediation Activities not achieving the applicable Remedial Clean Up Criteria as set out in Section 4.1 of Annex I for the matter that is the subject of the Matter Closure Report, taking into account any engineering, institutional or other controls and any other relevant site-specific conditions. Upon receipt of any allegation of deficiency, which must be stated in writing in reasonably sufficient detail to enable evaluation of the claim, Suralco and AMS will either address the deficiency or provide an explanation to the reasonable satisfaction of Suriname as to why the Remediation Activities comply with the requirements of the specific Closure Plan, Annex I and this Environmental Agreement. Thereafter, Suralco and AMS shall have no further obligations with respect to the conditions that are the subject of the Matter Closure Report, other than post-remedy operation and maintenance as specified in a given Matter Closure Report.

4 MANAGEMENT OF REHABILITATION LIABILITIES 4.1 RehabilitationDRAFT Activities Suralco and AMS shall perform and complete, at their sole cost and expense, the rehabilitation activities at the locations, using the methodologies and approaches set forth in Annex II Mine Rehabilitation Plan ("Rehabilitation Activities"). Suralco and AMS shall perform and complete as necessary, at their sole cost and expense, its monitoring and post monitoring of the Rehabilitation Activities at the locations set forth in Annex II, Mine Rehabilitation Plan.

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4.2 Mine Rehabilitation Plans

With regard to certain matters identified in Annex II, Suralco agrees to share with Suriname copies of summaries, design criteria reports, or similar scope of work documents, when such materials are generated as part of the Rehabilitation Activities and at least sixty (60) days prior to the commencement of work at such areas. Consistent with Annex II, Suralco and AMS will notify Suriname of material changes to proposed scopes of work where significant changes occur in Suralco’s understanding of site conditions necessitating a different or additional approach for achieving completion of the Reclamation Activities for a given area.

4.3 Methodologies and Approaches

(a) Consistent with the methodologies and approaches set forth in Annex II, Suriname will review and approve rehabilitation plans for those areas subject to the Mining Act of May 8, 1986. The Parties agree that Suralco will apply methodologies and approaches set forth in Annex II. Consistent with Annex II, Suralco and AMS will notify Suriname of material changes to proposed scopes of work.

(b) Parties agree that for the areas not subject to the Mining Act of May 8, 1986, Suralco and AMS will apply methodologies and approaches set forth in Annex II. Consistent with Annex II, Suralco and AMS will notify Suriname of material changes to proposed scopes of work.

4.4 Final Reports

With regard to each matter identified in Annex II, Schedule 3 requiring remediation or reclamation, Suralco and AMS shall provide to Suriname a copy of all final written reports and other final documents evidencing completion of the Rehabilitation Activities for the given matter and where applicable identifying any proposed operation, maintenance, and monitoring requirements, ("Mine Rehabilitation Closure Report"). Suriname shall have the right to review and object to the Mine Rehabilitation Closure Report for good cause, as set out in Annex II. Suriname may involve, at Suriname’s sole expense, a third-party assessor or a panel of experts to undertake the final review and provide a recommendation to Suriname. Within sixty (60) days of receiving a Mine Rehabilitation Closure Report, Suriname will notify in writing any deficiencies regarding completion of the Rehabilitation Activities, if any, but in no case will such identification occur after ninety (90) days of receiving a Mine Rehabilitation Closure Report, after which time the Mine Rehabilitation Closure Report becomes final. The Parties agree that deficiencies shall be limited to the Rehabilitation Activities not achieving the applicable Rehabilitation Standards as set out in Section 2.1 of Annex II for the matter that is the subject of the Mine Rehabilitation Closure Report, taking into account any engineering, institutional or other controls and any other relevant site- specific conditions. Upon receipt of any allegation of deficiency, which must be stated in writing in reasonably sufficient detail to enable evaluation of the claim, Suralco and AMS will either address the deficiency or provide an explanation to the reasonable satisfaction of Suriname as to why the Rehabilitation Activities comply with the requirements of Annex II, the specific closure plan and this Environmental Agreement. Thereafter, Suralco and AMS shall have no further obligations with respect to the conditions that are the subject of the Mine RehabilitationDRAFT Closure Report other than any post-remedy O&M identified therein. 5 STANDARDS FOR REMEDIATION AND REHABILITATION

5.1 Remediation and Rehabilitation Standards

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Suralco shall perform all Remediation and Rehabilitation Activities and O&M (as applicable), to the standards set forth in Annex I and Annex II, which standards allow for the use of institutional and engineering controls to eliminate pathways of exposure.

5.2 Cooperation

The Parties shall work cooperatively to establish, implement and enforce deed restrictions, engineering and other institutional controls to achieve remedial and rehabilitation objectives and performance standards.

5.3 Derogation

Suriname will undertake all necessary actions, including proposing new legislation to enable Suralco and AMS to perform their obligations pursuant to this Environmental Agreement and its Annexes I and II and to exercise all of its rights and privileges therefrom. In case of a conflict between what is stated in this Environmental Agreement, Annex I or Annex II and what is stated in any local legal regulations, derogation takes place from the regulations, of and insofar as is necessary for the fulfilment of the Remediation and Rehabilitation Activities.

5.4 Monitoring and Post-monitoring

Suriname reserves the right to monitor all sites where Remediation and Rehabilitation Activities are being or have been conducted and will have access to such sites, subject to Suralco’s requirements regarding worker/visitor health and safety procedures.

6 RELEASE FROM OBLIGATIONS AND LIABILITIES

Upon a Matter Closure Report or Mine Rehabilitation Closure Report becoming final, for the matters addressed therein, Suriname (i) fully releases, indemnifies, and holds harmless Suralco, AMS, Arconic, AWA and each of their respective Affiliates and Representatives, from any Environmental Laws, or any other liabilities relating to the known past and current condition of the land or past and present operations on the land, (ii) for mine concession areas, fully releases Suralco, AMS, Arconic, AWA and each of their respective Affiliates and Representatives, from any Environmental Laws, or liabilities relating to the known and unknown past, current, and future condition of the land or past, present and future operations on the land, and (iii) for areas requiring remediation as set out in Annex I, fully releases Suralco, AMS, Arconic, AWA and each of their respective Affiliates and Representatives, from any Environmental Laws, or any other liabilities relating to the known past, current, and future condition of the land or past, present and future operations on the land. For matters addressed in Annex I, Suralco will be liable for future remediation unknowns where it can be shown that Suralco was the polluter, in which case such liabilities shall be treated the same as O&M liability, as set out above in Clause 2.2 of this Environmental Agreement. Furthermore, the above release does not apply to any O&M specified in the subject Matter Closure Report or Mine Rehabilitation Closure Report.

7 MISCELLANEOUS 7.1 ConflictDRAFT with Framework Agreement Parties hereby agree that if and to the extent that this Environmental Agreement conflicts with the provisions of the Framework Agreement, the Framework Agreement shall prevail. The Parties shall ensure that at the first request of any Party, each Party shall take all further steps as necessary or requisite to amend the provisions of this Environmental Agreement to ensure that the provisions of the Framework Agreement shall prevail.

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7.2 Language

A Dutch translation of this Environmental Agreement has been provided. In the event of a conflict between the English version and the Dutch version of this Environmental Agreement, the English version shall prevail.

7.3 Other Provisions

The Dispute Resolution mechanism set out in Clause 9 of the Framework Agreement shall apply mutatis mutandis to this Environmental Agreement.

[Signature page to follow.]

DRAFT

Environmental Agreement 6 of 6 Agreed form final draft of 22 August, 2018 IN WITNESS WHEREOF, this Environmental Agreement has been duly executed and delivered as of the date first above written.

THE REPUBLIC OF SURINAME

By: Name Title

SURINAME ALUMINUM COMPANY, L.L.C.

By: Name Title

N.V. ALCOA MINERALS OF SURINAME

By: Name Title DRAFT

Environmental Agreement Signature Page Agreed form final draft of 22 August 2018 Annex I - Clause 3.1 Environmental Remediation Scope of Work

DRAFT

Environmental Agreement Annex I Agreed form final draft of 22 August, 2018 Annex I Environmental Remediation Scope of Work August 2018

CONTENTS 1. INTRODUCTION ...... 4 2. REMEDIAL OBJECTIVES...... 4 2.1. Refinery, Smelter (former plant site) and Port ...... 4 2.1.1. Future Use ...... 4 2.1.2. Wastes ...... 4 2.1.3. Soils ...... 5 2.1.4. Surface Waters ...... 5 2.1.5. Groundwater ...... 5 2.2. Bauxite Residue Areas, Process Lakes, Industrial Landfills/Waste Areas, and North Swamp ...... 5 2.2.1. Future Use ...... 5 2.2.2. Wastes ...... 5 2.2.3. Soils ...... 5 2.2.4. Surface waters and leachates ...... 5 2.2.5. Groundwater ...... 6 2.3. Adjacent Wetlands ...... 6 2.3.1. Future use ...... 6 2.3.2. Soil ...... 6 2.3.3. Surface waters (shallow pools) ...... 6 2.4. Afobaka Hydroelectric Works and Landfills ...... 6 2.4.1. Future use ...... 6 2.4.2. Wastes ...... 6 2.4.3. Soils ...... 6 2.4.4. Surface waters ...... 6 2.4.5. Groundwater ...... 7 3. REMEDIATION PROCESS ...... 7 3.1. Investigations ...... 7 3.2. RemedialDRAFT Design ...... 7 3.3. Implementation ...... 7 3.4. Verification ...... 7

Annex I: Draft Environmental Remediation SOW 1 Annex I Environmental Remediation Scope of Work August 2018 3.5. Engineering and Institutional Controls ...... 8 4. Remedial Clean Up Criteria ...... 8 4.1. General ...... 8 4.2. Wastes ...... 9 4.3. Soils ...... 9 4.4. Surface Water ...... 10 4.4.1 Outfall #003 ...... 10 4.4.2 Other Surface Waters ...... 12 4.5. Groundwater ...... 12 5. REMEDIATION SCOPE OF WORK ...... 13 5.1 Alumina Refinery and Aluminum Smelter Process Areas ...... 13 5.1.1 Process Area Soils ...... 13 5.1.2 Bauxite Settling Basin ...... 14 5.1.3 Sewage Lagoons at Paranam and Port ...... 14 5.1.4 Sand Blasting and Painting Area ...... 14 5.2 Bauxite Residue Areas and Process Water Impoundments ...... 15 5.2.1 DRDA 1 & 1E (parts of original RDA 1, 2, 3,4,5A,5C)...... 15 5.2.2 DRDA 2 (old RDA 6, old Onoribo V bauxite mine pit) ...... 15 5.2.3 RDA 5B...... 16 5.2.4 Oxalate Disposal Area ...... 17 5.2.5 Cooling Ponds, North and South ...... 17 5.2.6 Clear Lake ...... 18 5.2.7 Kraka Lake ...... 18 5.2.8 Solids Settling Basin (a.k.a North Swamp) ...... 19 5.2.9 Snippy Swamp ...... 19 5.3 Industrial Landfills ...... 19 5.3.1 Closed Inactive Landfill (MER Landfill) ...... 19 5.3.2 ActiveDRAFT Sanitary Landfill ...... 20 5.3.3 Arsenic Bunker ...... 20 5.3.4 Secure Landfill Cells I - 5 in De Vrijheids Mine Area ...... 20

Annex I: Draft Environmental Remediation SOW 2 Annex I Environmental Remediation Scope of Work August 2018 5.3.5 De Vrijheids Mine Area ...... 21 5.3.6 New Demolition Landfill De Vrijheids Mine Area ...... 21 5.4 Other Areas ...... 22 5.4.1 Paranam Port ...... 22 5.4.2 Onverdacht Wellfield ...... 22 5.5 Afobaka ...... 23 5.5.1 Afobaka Landfill Old X ...... 23 5.5.2 Afobaka Landfill Old ...... 23 5.5.3 Afobaka Active Landfill ...... 24

DRAFT

Annex I: Draft Environmental Remediation SOW 3 Annex I Environmental Remediation Scope of Work August 2018 1. INTRODUCTION The intent of this document is to set out the work to remediate and close environmental issues associated with Suralco’s historical industrial operations in Suriname. REMEDIATION PRINCIPLES “Remediation” as used herein refers to the cleanup activities associated with wastes, soils, surface, and ground waters impacted by Suralco at Paranam and Afobaka. Above grade facility decommissioning and demolition, as well as bauxite mine rehabilitation and mine camp remedial activities are described in separate documents. The scope of environmental remedial activities in this document includes the following facilities of Suralco:  All alumina refinery and former aluminum smelter process areas in Paranam (former plant site),  Bauxite residue disposal areas and process water impoundments (Figure 1) in Paranam,  Industrial landfills and historical dump areas (Figures 2 and 3) in Paranam,  The Paranam Port facilities,  Afobaka Hydroelectric Works support facilities, including landfill sites (Figure 4). Site specific remediation plans, design reports, and scopes of work, when prepared as necessary to perform the work, will be shared with Suriname. In addition, approvals required by law will be obtained. If material changes occur in our understanding of site conditions, or become appropriate for achieving the overall protection contemplated in the remedial objectives, Suralco will notify the Government of Suriname of these changes to the remedial process, Remedial Clean up Criteria, or the scope of work set out herein. Suriname reserves the right to perform monitoring duties at all sites where remediation activities are being conducted and will have access to these sites, subject to Suralco’s requirements regarding worker/visitor health and safety procedures.

2. REMEDIAL OBJECTIVES Remedial objectives, clean up criteria and post remedial restrictions vary based on future property use for various areas, as described below. 2.1. Refinery, Smelter (former plant site) and Port 2.1.1. Future Use  Industrial/commercial. 2.1.2. DRAFTWastes  Removed and consolidated in appropriate long-term management units.

Annex I: Draft Environmental Remediation SOW 4 Annex I Environmental Remediation Scope of Work August 2018 2.1.3. Soils  Potential human exposure; dermal contact, dust inhalation, incidental ingestion.  Soils <1m deep target criteria industrial/commercial worker.  Soils >1m deep which do not meet the industrial/commercial worker criteria but are impracticable to remove, may be left in place provided they are capped to prevent leaching to groundwater and are protected from inadvertent excavation.  Restrictions: no digging in areas where impacts greater than remediation criteria remain, no residential, educational, or recreational development. 2.1.4. Surface Waters  Potential exposure route: dermal contact, incidental ingestion, fish consumption.  Restriction: no bathing or fishing. 2.1.5. Groundwater  Potential exposure route: ingestion via well.  Shallow: no groundwater use.  Deep: downgradient property line monitoring for WHO drinking water criteria. 2.2. Bauxite Residue Areas, Process Lakes, Industrial Landfills/Waste Areas, and North Swamp 2.2.1. Future Use  Waste disposal, leachate treatment, light industrial/commercial. 2.2.2. Wastes  Potential human exposure; dermal, dust, gas, incidental ingestion.  Capping, physical barriers, signage, security.  Restriction: no digging, no occupied development. 2.2.3. Soils  Potential human exposure; dermal contact, dust inhalation, incidental ingestion.  Soils <1m deep target criteria industrial/commercial worker.  Soils >1m deep which do not meet the industrial/commercial worker criteria but are impracticable to remove, may be left in place provided they are capped to prevent leaching to groundwater and are protected from inadvertent excavation.  Restriction: no digging in areas where impacts greater than remediation criteria remain; no occupied development of bauxite residue areas and no bauxite residue re-use due to naturally occurring radioactive content (average ~1.5 Bq/gr). 2.2.4. DRAFTSurface waters and leachates  Treated and discharged to Para River via outfall 003.  Restriction: no bathing or fishing.  Outfall 003 discharge such that Para River will meet:

Annex I: Draft Environmental Remediation SOW 5 Annex I Environmental Remediation Scope of Work August 2018 o Recreational criteria (bathing) for Suralco related parameters o Protect of human health for Suralco related parameters considering consumption of aquatic organisms o Or background (upstream) concentrations for Suralco related parameters. 2.2.5. Groundwater  potential exposure route: ingestion.  Shallow: no groundwater use.  Deep: downgradient property line monitoring for WHO drinking water criteria.  Restrictions: No groundwater use, no excavation in waste areas, no long-term occupancy. 2.3. Adjacent Wetlands 2.3.1. Future use  Wetlands 2.3.2. Soil  Potential human exposure; dermal contact, dust inhalation, incidental ingestion.  Soils target criteria, industrial/commercial worker. 2.3.3. Surface waters (shallow pools)  Potential exposure route: dermal contact, incidental ingestion, fish consumption.  Meet recreational criteria = 10x WHO drinking water criteria for Suralco related parameters. 2.4. Afobaka Hydroelectric Works and Landfills 2.4.1. Future use  Industrial/commercial. 2.4.2. Wastes  Potential human exposure; dermal, dust, gas, incidental ingestion.  Soil cover, signage.  Restriction: no digging, no occupied development. 2.4.3. Soils  Potential human exposure; dermal contact, dust inhalation, incidental ingestion.  Soils target criteria industrial/commercial worker.  Restriction: no residential, educational, or sporting development. 2.4.4. DRAFTSurface waters  (none)

Annex I: Draft Environmental Remediation SOW 6 Annex I Environmental Remediation Scope of Work August 2018 2.4.5. Groundwater  No restrictions.

3. REMEDIATION PROCESS 3.1. Investigations In general, field investigations will be conducted or existing data used, to determine what remedial actions are needed for each specific area. Field investigations may include the following: visual inspections, field screening equipment, geophysical surveys, test pits, borings, soil groundwater or surface water sampling, analytical analysis, etc. In general, the investigations will determine the nature of the contamination, its aerial coverage and its depth in accordance with the Remedial Clean Up Criteria (section below). It is possible that for some remediation issues more than one iteration of investigation may be necessary before a decision on the need for, design of remedial measures, and completion of remedial measures. In some cases, such as soil remediation, investigations will run concurrently with remedial actions. For example; soil field screening methods maybe used to guide active excavation of impacted soils. Documentation of investigation work will be shared with the Government, including those that will serve as verification that remediation clean-up criteria are met in Matter Completion Reports. 3.2. Remedial Design Remedial design may be as simple as defining the excavation limits for soil removal or as complex as the closure design for a bauxite residue disposal area. The remedial design documentation will be completed to a level appropriate for the procurement of contractors to perform the work. 3.3. Implementation Implementation of the remedial action will be consistent with the remedial design. However, it is not uncommon to encounter unexpected conditions during implementation. As such, it may be necessary to make changes during construction or in extreme conditions suspend construction to allow for a redesign or additional investigative work. Suralco will notify GoS if material changes are encountered during implementation. 3.4. Verification Following remedial actions, verification will be made that the remediation has been completed. This may involve photographs, a round of verification sampling and analysis, or post-remedy monitoring for an appropriate period. Suralco will prepare Matter Closure Reports that will characterize the area/facility remediated, the actions taken to remediate, and the data demonstrating remedial cleanup criteria have been met. Within the MatterDRAFT Completion Reports it will be clear what, if any, institutional and/or engineering controls apply to specific areas including surveyed metes and bounds. If on-going monitoring is needed it will detail future monitoring requirements in a monitoring plan, including action levels and actions to be taken. For those sites with engineering controls that require ongoing operations and/or maintenance

Annex I: Draft Environmental Remediation SOW 7 Annex I Environmental Remediation Scope of Work August 2018 an operations and maintenance plan will be prepared. The Matter Completion Reports will be copied to the Minister of Natural Resources. Long term monitoring of surface waters and groundwater is anticipated after remedial activities are complete to assure effectiveness. Individual monitoring plans will be prepared after remedial activities have been completed and included in the Matter Completion Reports. 3.5. Engineering and Institutional Controls Engineering controls are physical barriers to prevent contact with the waste or prevent/contain leachate from entering the environment. Areas where wastes or contaminated soils will remain, such as landfills, bauxite residue areas, deep soil contamination which is impractical to dig out, etc. will have engineering controls. Engineered controls would include such items as cover systems, geomembrane liners, leachate collection systems, etc. For example, the Demolition Landfill cover will incorporate both a geomembrane to keep rain water out of the waste and an armored (concrete) cover to prevent access to the waste. However, in some cases (ex: DRDA1), leachate will be generated after closure and there will be engineering controls to collect and treat the water prior to release. Suralco will provide GoS survey data and/or GIS layer maps that documents the areas that have engineering controls. Institutional controls are written controls to notify and/or legally restrict activities in an area. All areas where wastes or contaminated soil will remain require institutional controls that limit future use on the property. For example, within the former production areas, future use will be limited to industrial/commercial (nonresidential) activities with restrictions on groundwater use. Where appropriate, Suralco will indicate to the Minister of Natural Resources where property deeds for privately owned- and state-owned land need to be amended to establish required restrictions on property use.

4. REMEDIAL CLEAN UP CRITERIA 4.1. General Suralco will remediate in accordance with standard U.S. risk-based management protocols to accommodate continued industrial/commercial use in areas identified in Section 1 of this annex. Default human exposure parameters and factors will represent reasonable maximum exposure conditions for long-term/chronic exposures and are based on the methods outlined in United States Environmental Protection Agency’s (“USEPA”) Risk Assessment Guidance for Superfund, Part B Manual (1991). Potential Cancer risk will be assessed at 10-4, the higher end of the 10-4 to 10-6 range considered at US Superfund sites which means that if a population of ten thousand people were exposed to that concentration of a contaminant over a very long period, assuming maximum exposure rates, it is estimated one additional case of cancer would occur within that population. The non-cancer Hazard Quotient will beDRAFT held at 1. For non-carcinogenic exposures a hazard quotient is the ratio of the potential exposure to a substance and the level at which no adverse effects are expected. If the Hazard Quotient is calculated to be less than 1, then no adverse health effects are expected.

Annex I: Draft Environmental Remediation SOW 8 Annex I Environmental Remediation Scope of Work August 2018 Potential contaminants considered will be those that are consistent with the industrial processes, materials, and wastes known to have been present in the area. In most cases these contaminants are limited to inorganics (primarily metals), as such most screening and clean up criteria will be limited to the inorganic constituents. However, if industrial history or visual evidence suggests organics (fuels, oils, solvent, tars) are present, the screening and clean up criteria will include organic constituents. In general:  Light fuels and solvents would be screened for volatile organic compounds.  Heavy fuels, oils, tars would be screened for polynuclear aromatic hydrocarbons.  Transformer oils would be screened for polychlorinated biphenyls.  Storage areas for landscape maintenance will be screened for organic pesticides and herbicides. 4.2. Wastes Table 1. provides an overview of anticipated waste generated during demolition and remediation, and how the wastes are to be disposed of. In some cases, treatability or leachability testing will be needed to characterize unknown wastes that are encountered so that appropriate final disposition can be determined. 4.3. Soils Four criteria will be considered in the following order when evaluating which soils require remediation: 1. USEPA Regional Screening Levels (“RSL”s) for Composite Worker Soil These are human health-based screening criteria used by USEPA for preliminary screening of soil quality at sites intended for industrial/commercial use. The generic RSLs are based on default exposure parameters and factors that represent reasonable maximum exposure conditions for long-term/chronic exposures and are based on the methods outlined in EPA's Risk Assessment Guidance for Superfund, Part B Manual (1991). Tabled screening levels for known or suspected carcinogens are provided by USEPA [at the 10-6 level and are multiplied by 100 to meet assessment at 10-4]. These criteria are provided for the relevant inorganics in Table 2. Note that in the case of a parameter with both carcinogenic criteria and non-carcinogenic (hazard index) criteria, the lower of the two values is selected. Also, some criteria provided in Table 2 are levels at which, if exceeded, more detailed analysis is required to specify the chemical speciation such that the correct RSL can be applied. As stated above the regional screening levels were derived by human health risk assessment. Inherent in such risk assessments is the assumption that the target concentrations are representative averages for the area. Because environmental contamination is characterized by a distribution of concentrations, not all verification samples must be below the criteria to be assured the average concentration for the area is well below the RSL. In general, Suralco will employ a statistical approach such that there is 95% confidence thatDRAFT the average concentration for the remediation area is below the RSL.

Annex I: Draft Environmental Remediation SOW 9 Annex I Environmental Remediation Scope of Work August 2018 2. Elements in North American Soils The above RSLs are based on very conservative human exposure assumptions and do not consider the wide range of natural soil quality. As such, soils exceeding an RSL for a naturally occurring element will be compared to the 90th percentile of the natural range of soil quality. The primary reference used is titled: Elements in North American Soils, 2nd Edition; J. Dragun and K. Chekiri; Amherst Scientific Publishers; 2005. 3. Criteria based on Site Specific Background Concentrations Due to the dissimilarity between natural Suriname soils and North American soils, it may be necessary to develop site specific background concentrations for specific natural soil types. In this case, remediation would be performed on those soils failing screening according to criteria # 1) and 2) above, and also found to be exceeding the maximum within the local natural range. Local natural range will be determined by sampling undisturbed areas, of similar soil type. 4. Site Specific Risk-Based Cleanup Criteria Finally, Suralco may develop site specific cleanup criteria for a contaminant that does not meet the criteria in 1), 2) and 3), above. The methodology used will be consistent with USEPA Risk Assessment Guidance for Superfund (“RAGS”) considering the future intended use of the property. Remediation of contaminated soils will consist of:

 Relocation of the material into either an existing waste area with similar material; or  Relocation of the material into a new, appropriately designed and constructed, Demolition Landfill; or  Remain in place in the event a large volume of impacted soil is found below one meter and it is determined it’s not practical to remove the material. In this case, engineering controls will be placed (example; clay or geomembrane cap, concrete barrier) to prevent potential leaching or inadvertent excavation. In addition, institutional controls will be put in place detailing the location and use restrictions. 4.4. Surface Water 4.4.1 Outfall #003 The surface waters that will discharge through Outfall #003 [Figure 5] to the Para River will include a portion of clean runoff from DRDA1, Snippy Swamp, the North Swamp, a portion of the former process area, and treated leachate. Leachate treatment will consist of pH neutralization with acid followed by the settling out of flocked solids in an engineered settling basin. Treated water will then combine with other waters from the North Swamp before discharging to the Para River. Under post remediation average conditions,DRAFT Outfall 003 to Para River dilution ratio is anticipated to be 1:80. The remedial objectives for Outfall 003 are intended such that the Para River water quality will meet the following:

Annex I: Draft Environmental Remediation SOW 10 Annex I Environmental Remediation Scope of Work August 2018 o Recreational criteria (bathing) for Suralco related parameters o Water quality criteria for Suralco related parameters to protect human health considering consumption of aquatic organisms o Background (upstream) concentrations for Suralco related parameters To meet these objectives Suralco believes the key monitoring criteria for Outfall 003 are pH and total suspended solids (TSS). This is based on the understanding that pH controls most metal solubility, and suspended solids convey most un-dissolved metal and nutrient loads. The current approach for leachate treatment, acidification and solids settling will be used post remediation. The basics of this system have been operating consistently now for the last year and its performance can be used for setting maximum discharge limits for pH and TSS. This treatment system has achieved average Outfall 003 discharge of pH of 8.7, total alkalinity of 765 mg/l (as CaCO3), and total suspended solids of 67 mg/l. This average pH represents an increase in the Para River pH of about 0.4 pH units, taking the river from acidic into the more neutral range between 6 and 7. This level of suspended solids represents a mercury load to the river equivalent to about 1/3 the very conservative 0.0007 mg/l USEPA fresh water chronic aquatic life standard for Hg. Suralco sees this average performance as acceptable for long-term protection of the Para River and its uses. However, over this same year, short duration maximum values from Outfall 003 were a pH of 9.4, a total alkalinity of 2040 mg/l and a TSS of 220 mg/l. When setting maximum limits for Outfall 003 it must be appreciated that they do not define average discharge conditions for the outfall, and that it is average conditions that largely define whether the remedial objective for the Para River are met. Rather these maximum limits are not-to exceed limits, to be met under all but the most severe weather conditions. As such, Suralco believes the following maximum limits are appropriate for continuing discharge from Outfall #003:

 Maximum pH 9.5: Discharge at this maximum pH would be expected to result in a pH of approximately 7 downstream in the Para River under average flow conditions.  Total Suspended Solids (TSS) of [200mg/l]: Due to adsorbed mercury on the solids, discharge at this maximum level would add total mercury approximately equal to the very conservative 0.0007 mg/l mercury USEPA fresh water chronic aquatic life standard. A previous study indicates that the mercury adsorbed to the solids from Outfall 003 do not significantly impact fish tissue concentrations. While the refinery was operational in 2008, a mercury fish tissue study in the Para R. determined average mercury concentration in fish tissue was 0.6 ug/kg. This is above the European Commission Regulation No 466/2001 of 0.5 ug/kg and the USEPA human health criteria for methylmercury of 0.3 ug/kg. However, this fish tissue study found no significant difference in the mercury fish tissue concentrations up-stream vs. downstream of Outfall 003. It is likely the mercury is inorganic and adsorbs strongly to the solids and do not contributeDRAFT significantly to the bioavailable fraction of mercury in fish. The above maximum limits have been based on limited data. The expectation that the above water quality criteria will adequately manage other metals concentrations such that both recreational and

Annex I: Draft Environmental Remediation SOW 11 Annex I Environmental Remediation Scope of Work August 2018 ambient water quality criteria for human consumption of aquatic organisms can be met in the Para River will be tested once improvements to the water treatment settling system are completed. If the above criteria are found to be inadequate, Suriname will be informed and changes to the water treatment process and the above monitoring criteria will be considered by Suralco. Routine water quality monitoring of Outfall 003 and the Para River has been part of the monitoring program at Suralco for many decades and will continue for the foreseeable future. Suralco shall include specifics of this monitoring in the monitoring plan for the Matter Completion Report of the existing Solids Settling Basin. 4.4.2 Other Surface Waters The water quality criteria for surface water outside of the industrial outfall water shed (East, South, West swamps, port, Afobaka), will be the “Recreation” criteria (10x World Health Organization drinking water) from Table 4.1 of the Surface Water Screening Criteria for the Suralco Pilot Sites, Suriname; SRK Consulting (U.S.), Inc.; April 2014. These criteria are provided in Table 2. Water quality criteria for human consumption of aquatic organisms are not applicable to these areas as these waters are generally not accessible to the public, are shallow or seasonal, and will be within Suralco’s property control. These areas will be allowed to naturally recover. The above water quality criteria are intended as the maximum water quality targets for the area around the former refinery facility; however, during demolition and remediation it may not be possible to meet these criteria at all times. Suralco expects that post closure these targets will be achievable under all but extreme conditions. If they cannot be consistently met except under extreme events, Suralco will inform GoS of its plans for countermeasures. 4.5. Groundwater Suralco recognizes that the highest use of groundwater in the area is potable water supply within the Zanderij aquifer. This is the formation tapped by both the La Vigilantia (“SWM”) wellfield, the Onverdacht wellfield, and the Suralco industrial wellfield. Therefore, for deep groundwater (within the Zanderij or deep Onverdacht Formations) the World Health Organization Annex 4 Drinking Water, 3rd Ed.; 2008 criteria, provided for relevant inorganics in Table 2. will be used in evaluating whether remedial actions are necessary as specified below:

 Only those impacts associated with Suralco’s industrial processes or wastes will be considered.  For properties where institutional controls prevent potable groundwater use,  For off-site properties dilution and attenuation will be considered to modify the criteria.  For areas of the aquifer where factors unrelated to Suralco activities render the groundwater non-potable, the above criteria will not be applicable. It should be noted that not all portions of the Zanderij and Onverdacht Formations contain fresh potable water. For example; groundwaterDRAFT monitoring data clearly indicate that seawater impacts are present in deep formations around DRDA2 where dilute leachate from the bauxite residue disposal area has also been observed.

Annex I: Draft Environmental Remediation SOW 12 Annex I Environmental Remediation Scope of Work August 2018 Suralco will not develop specific cleanup targets for shallow groundwater for the following reasons. First, shallow groundwater is not in use due to poor yield and the naturally poor water quality. Second, shallow groundwater moves very slowly and does not move far horizontally before it either discharges to the surface or seeps down into deeper water bearing units, in both cases it is highly diluted. Third the extensive record of groundwater monitoring at Suralco has demonstrated that shallow groundwater impacts have not had a material impact on the underlying confined Zanderij aquifer, with the following exceptions:

 RDA6/DRA1 mine pit, which is to be closed with a geomembrane surface liner to prevent further impact.  The north end of RDA 5B, which is to be removed (clean closed). In the event shallow groundwater impacts are found to have significant impact on the underlying groundwater or nearby surface water, Suralco will inform GoS of its plans for countermeasures.

5. REMEDIATION SCOPE OF WORK 5.1 Alumina Refinery and Aluminum Smelter Process Areas 5.1.1 Process Area Soils 5.1.1.1 Characteristics The primary contaminate of concern is the spillage of caustic liquor. To what degree this has permeated the concrete flooring and impacted the underlying soils is unknown. Due to the low permeability of the clay subsoils it is likely there is no free draining caustic and most of the impact will be quite limited in depth. There is no indication from Suralco's groundwater monitoring data that substantial alkaline impacts have reached the Zanderij Aquifer that underlays this area. Other areas of the plant may contain impacted concrete and soils with:

 Acid spills primarily sulfuric acid used for cleaning.  Various metals associated with acid or alkaline spillage.  Petroleum hydrocarbons (primarily fuel oil).  Mercury from the condensers. Smelter area (operations terminated in 1999 and demolished up to 2002):

 Aluminum smelter impacts (F, CN) associated with leaching of SPL, bath materials.  PAHs associated with the smelter carbon plant 5.1.1.2 Remediation Preliminary investigation to determine the locations and area of soil impacts. Remove existingDRAFT concrete and asphalt paving. Visibly impacted concrete will be disposed of at the new Demolition Landfill.

Annex I: Draft Environmental Remediation SOW 13 Annex I Environmental Remediation Scope of Work August 2018 Remove impacted soils up to a maximum depth of 1m below existing surface. Real time field screening will be used to guide excavation. Soils >1m deep which do not meet the industrial/commercial worker criteria but are impracticable to remove, may be left in place provided they are capped to prevent leaching to groundwater and are protected from inadvertent excavation. If subsurface conditions are different than anticipated, for example free caustic liquor is present, and there is a significant risk to deep groundwater, Suralco would reconsider this remedial plan and notify GoS accordingly. Caustic contaminated soils maybe disposed of in a bauxite residue area, while other impacted soils would be disposed of in the new Demolition Landfill. Verification sampling to document remaining soil is within clean-up levels. Backfill with mine spoil to grade and revegetate. 5.1.2 Bauxite Settling Basin 5.1.2.1 Characteristics Soft bauxite solids from settling of storm water. 5.1.2.2 Remediation Investigate to determine if soil clean-up goals are met. If not, stabilize, remove and dispose impacted sediments as discussed above. 5.1.3 Sewage Lagoons at Paranam and Port 5.1.3.1 Characteristics Several feet of sanitary waste water sludge has accumulated at base. 5.1.3.2 Remediation Characterizing the sludge. Based on investigation either leave sludge in place or stabilize and remove sludge to the new Demolition Landfill. Push in dikes and cap with soil cover. 5.1.4 Sand Blasting and Painting Area 5.1.4.1 Characteristics A fenced gravel area with a couple of sheds and miscellaneous scrap metal. Approximately 1.0 ha in size. Laydown yard for steel fabrication, sand basting and painting. Possible metal, DRAFTasbestos and paint chips in surface soils. 5.1.4.2 Remediation Investigation of soil quality for metals, ACM. Soil remediation with contaminated soils going to the new Demolition Landfill.

Annex I: Draft Environmental Remediation SOW 14 Annex I Environmental Remediation Scope of Work August 2018 5.2 Bauxite Residue Areas and Process Water Impoundments See FIGURE 1 Bauxite Residue Areas and Process Water Impoundments. 5.2.1 DRDA 1 & 1E (parts of original RDA 1, 2, 3,4,5A,5C). 5.2.1.1 Characteristics 225Ha Natural clay bottom (mostly Coropina Fm.) and dikes. Lack of deep groundwater impacts demonstrated by good groundwater quality in adjacent production wells. Bauxite residue dry stack over wet lake residue deposits. Stack slope at 3-5% at time of plant closure. Exterior dikes are less than 9m above grade. Exterior slopes are around 2:1, vegetated and geotechnically stable. 5.2.1.2 Closure Positive slope surface (sloping down from center at ~3.5 percent). Soil cover for upper and mid slope (175ha): 1.5ft mine overburden (silty clays). Surface will be fertilized and reseeded to produce an initial vegetated surface of grass. Woody vegetation will be allowed to grow in the future. Geomembrane cover for lower slope (50ha) and inner storm water collection ditch: Subsurface liquor collection drains. 40mil HDPE geomembrane. 1.5ft mine overburden Interior storm water collection ditches and down-chutes to discharge clean water to adjacent swamps. Leachate from subsurface liquor collection drains collected, treated and discharged via Outfall #3.

5.2.2 DRDA 2 (old RDA 6, old Onoribo V bauxite mine pit) 5.2.2.1 Characteristics 135Ha including a 7.7 Ha storm water pond. Former deep mine pit filled with bauxite residue. Bauxite residueDRAFT dry stack over a much deeper wet lake bauxite residue deposit. Spent potliner wastes and boiler ash, buried within bauxite residue at the south end, but these materials represent less than 1% by volume of the total residue volume.

Annex I: Draft Environmental Remediation SOW 15 Annex I Environmental Remediation Scope of Work August 2018 Deep Onverdacht groundwater impacts observed at south and north end. Groundwater is naturally salty in area. Stack slope likely <1% at time of plant closure. Long-term settlement will result in nearly a flat surface. 5.2.2.2 Closure Flat surface slope closure which may develop into swamp land as bauxite residue settlement continues. Geomembrane cover includes (built up): Minimal grading for drainage ditching. HDPE geomembrane. Drainage layer above liner. 1.5ft mine overburden. Storm water decant structures w/ flow to Para River. Storm water pond; drained, liner left in place, dikes pushed in, vegetated. Deep leachate recovery is not necessary. Once the geomembrane is in place, the leachate seepage to Onverdacht, and then to the Zanderij aquifer (non-potable in this area), is anticipated to be very low such that aquifer degradation will remain localized. Although not currently the case, Suralco recognizes that if the La Vigilantia wellfield should become impacted due to Suralco activities, Suralco will have the obligation to evaluate and/or take corrective measures such that a suitable drinking water supply can be confirmed or restored. Suralco will have access to monitor water quality produced by the La Vigilantia Public wellfield including sampling of the finished (post treatment) water, raw blended water, and/or individual production wells. Sample results will be shared with Suriname. 5.2.3 RDA 5B 5.2.3.1 Characteristics Total of 87Ha North and Middle Area (storm Lake) filled with alkaline waste water with some thickness of bauxite residue at the base. South End mostly full of bauxite residue and other alkaline refinery wastes (aluminum hydrate, alumina, spent flocculent, scale, lime kiln waste, filter media, sulfuric acid waste, etc.) Natural clay bottom and dikes; however much of the area is underlain with the Demerara Formation and some alkaline seepage in shallow groundwater is observed at the north end. 5.2.3.2 Closure Alkaline water removed,DRAFT treated and discharged via Outfall #3. North End (~60ha) The thin amount of residue sediment in the north and middle, including the splitter dike, will be moved to the south end of 5B. Alternatively, the residue may be closed in-place with a mine spoil cover.

Annex I: Draft Environmental Remediation SOW 16 Annex I Environmental Remediation Scope of Work August 2018 The dikes will be spread over the former base of the impoundment. Surface will be fertilized and reseeded (grass surface) and will naturally evolve back to swamp type vegetation. Storm water discharge will be to adjacent Para River and swamps. South End including Waste Areas (~45ha) Residue surface sloped down to north. Install subsurface leachate collection drains. Leachate is collected, neutralized, the solids settled, and discharged to the Para River. 1.5ft mine overburden. Fertilize and seed. Storm water released to adjacent swamps via let down structures with monitoring to show that water quality standards are being met. 5.2.4 Oxalate Disposal Area 5.2.4.1 Characteristics 5ha area at the southwest corner of RDA 5. Used to dispose of sodium oxalate. Natural clay bottom and dikes Three shallow liquid filled depressions keep the oxalate from dusting. 5.2.4.2 Closure Alkaline water removed, treated and discharged via Outfall #3. Fill material from the adjacent (east) area used to bring oxalate area surface such that it grades outward to dike. Geomembrane cover with perimeter anchor trench. Drainage layer. 1.5ft mine overburden. Fertilize and seed. Storm water released to adjacent swamps via let down structure. 5.2.5 Cooling Ponds, North and South 5.2.5.1 DRAFTCharacteristics 20Ha

Annex I: Draft Environmental Remediation SOW 17 Annex I Environmental Remediation Scope of Work August 2018 Two (north and south) triangle shaped ponds on the east end over residue wet lake deposits of RDA 1 and 2. Natural clay bottom below residue. Shallow alkaline waste water at surface. Surface slope flat. 5.2.5.2 Closure Standing alkaline water will be removed, treated and discharged via Outfall #3. Install subsurface leachate collection drains. Leachate will be collected, treated and discharged via Outfall #3. Based on predesign investigations for the Solids Settling Basin, the solids from the basin may be dredged and placed in the Cooling Ponds where they would be amended and vegetated. Alternately 1.5ft mine spoil will be placed, fertilized and seeded. Storm water released to adjacent swamps through several let down structures with monitoring to show that water quality standards are being met. 5.2.6 Clear Lake 5.2.6.1 Characteristics 5Ha clay diked impoundment. Filled with alkaline waste water. Substantial accumulation of soft alkaline sediment. 5.2.6.2 Closure Clear Lake will be retained as-is for leachate collection. Soft alkaline sediment may be dredged to the cooling ponds. 5.2.7 Kraka Lake 5.2.7.1 Characteristics 3Ha clay diked impoundment. Filled with alkaline storm water from the process areas. Substantial accumulation of soft alkaline sediment from many areas of the process areas. 5.2.7.2 Closure Standing alkaline water will be removed, treated and discharged via Outfall #3. Solids will be characterized and either removed for disposal into the new Demolition Landfill or left in-place if below 1-meter depth. Dikes knocked downDRAFT to fill pit. Mine spoil brought in if necessary. Surface fertilized and seeded (grass surface).

Annex I: Draft Environmental Remediation SOW 18 Annex I Environmental Remediation Scope of Work August 2018 5.2.8 Solids Settling Basin (a.k.a North Swamp) 5.2.8.1 Characteristics 59ha. Former swamp currently in use for settling solids from treated waste water. Waste water treatment sludge consists primarily of aluminum hydrate. Mercury absorbed to the sludge solids in the low parts per million concentrations. There is a small volume approximately (approximately 30 metric tons) of weathered smelter waste (SPL) on the east side of the solids settling basin. 5.2.8.2 Remediation Investigation to determine the best disposal method for the sludge. Some as yet undetermined portion will remain a part of the waste water treatment system for settling solids in the foreseeable future. The portion to be closed will be isolated from future wastewater circulation and the sludge either left in place and covered/capped, or dredged/excavated to the Cooling Ponds or other suitable location. The small volume of SPL on the east side will be removed to the new Demolition Landfill. 5.2.9 Snippy Swamp 5.2.9.1 Characteristics 36ha Swamp with dead vegetation due to periodic release of alkaline storm water from RDA 5B. 5.2.9.2 Closure Drain. Allow to naturally revegetate. 5.3 Industrial Landfills See Figure 2 Refinery Area Historical Dump Areas. See Figure 3 Spent Potliner Disposal Locations. 5.3.1 Closed Inactive Landfill (MER Landfill) 5.3.1.1 Characteristics Some former smelter waste, but primarily a mix of many types of waste from early operations at both the refinery and smelter. Previous investigationsDRAFT have determined that there are no significant impacts to soils, surface or ground water in the area. This landfill was closed in 1997 with a clay seal (2 feet of 1x10-7 cm/sec clay) and vegetated soil cover.

Annex I: Draft Environmental Remediation SOW 19 Annex I Environmental Remediation Scope of Work August 2018 5.3.1.2 Remediation No actions anticipated. Remediation considered complete. Place Institutional Controls and prepare a monitoring and maintenance plan. 5.3.2 Active Sanitary Landfill 5.3.2.1 Characteristics Approximately 3 ha. Miscellaneous domestic and industrial wastes. Surrounded by a leachate collection trench. 5.3.2.2 Remediation Investigation to characterize current conditions including type of wastes, limits, cover conditions, and evidence of soil or surface water impacts. Close with soil cover. Leachate discharge continues through Outfall #3. Delineate boundaries, implement institutional controls. 5.3.3 Arsenic Bunker 5.3.3.1 Characteristics Small ~400m2 earthen mound. Storage area for herbicide (anecdotal evidence of sodium arsenite). Reportedly 5 drums in a concrete containment remain covered with soil. 5.3.3.2 Closure Investigate to characterize current conditions including waste type and limits, cover conditions, and evidence of soil or surface water impacts. If sodium arsenite or other hazardous material, stabilize and pack in sealed poly drums. Dispose to the New Demolition Landfill. 5.3.4 Secure Landfill Cells I - 5 in De Vrijheids Mine Area 5.3.4.1 Characteristics Five SPL Landfill cells – constructed between 1994 to 2002. SPL waste from the previously closed smelter was disposed in these cells, after which they were covered with a full geomembrane cover and leachate collection system. Located at the southDRAFT end of the former De Vrijheids Mine area. Monitoring and inspections performed; no evidence of surface or groundwater impacts.

Annex I: Draft Environmental Remediation SOW 20 Annex I Environmental Remediation Scope of Work August 2018 5.3.4.2 Remediation No further investigations or actions needed. Remediation complete. Place Institutional Controls and prepare a monitoring and maintenance plan. 5.3.5 De Vrijheids Mine Area 5.3.5.1 Characteristics A kaolin clay ridge that was exposed when the overlying bauxite was removed in the 1940s and 1950s. The clay ridge is surrounded by swampland on all but the north end. The clay ridge is an ideal waste disposal area due to the underlying dense clay, the height above the water table, and the limited accessibility. The area has been used for waste disposal by the facility for years including: Spent Anode Disposal Pot Skimming Disposal Oil Bioremediation Asbestos Disposal (inactive and active ACM landfills) Empty Barrel Disposal Gas Cylinder Disposal Dry Cell Battery Disposal 5.3.5.2 Remediation Investigate areas of waste disposal to characterize current conditions including type of wastes, limits, cover conditions, and evidence of soil or surface water impacts. Final remedies for each of these individual areas, such as the asbestos landfill, will be determined based on investigation results and may include:

 Leaving material in-place, no additional action needed;  Leaving material in-place and closing with an engineered cover and/or monitoring; or  Consolidation of waste materials in the new Demolition Landfill The asbestos landfill will not be moved to the new Demolition Landfill as this presents more human risk (to workers) than leaving this inert material in-place. Delineate boundaries of all wastes remaining. Institutional controls.DRAFT 5.3.6 New Demolition Landfill De Vrijheids Mine Area 5.3.6.1 Characteristics This landfill has been built atop the kaolin clay ridge of the former De Vrijheids Mine.

Annex I: Draft Environmental Remediation SOW 21 Annex I Environmental Remediation Scope of Work August 2018 Its size will be adjusted up to 3.6 ha to meet the waste volumes generated during demolition and remediation of the facility. The base of the landfill will be above historically observed flooding elevation and placed directly on compacted natural kaolin clays. While open, stormwater and waste leachate will be collected in a lift sump and piped to RDA 5B for treatment before release through Outfall #3. 5.3.6.2 Closure It is anticipated the landfill will be open to receive demolition and remediation wastes after which it will then be closed. As capacity is available, the last cell may remain open for future waste disposal. The waste will be sealed under a 60mil geomembrane with a full perimeter anchor trench. Leachate will be recovered from the sump until no further liquid accumulation is observed. The geomembrane liner will be protected with a soil cover and armored with concrete slabs removed from refinery process areas. The area will be fenced and appropriate signage placed. Institutional controls will be put in place. Waste types, and approximate volumes as well as the Post Closure Monitoring and Maintenance Plan will be included in the Matter Completion Report. 5.4 Other Areas 5.4.1 Paranam Port 5.4.1.1 Characteristics 7ha of storage tanks and secondary containment (fuel oil, caustic soda, acid, alumina). Known historical fuel oil spillage within the secondary containment. 5.4.1.2 Remediation Investigation to delineate the area and depth of any soil impacts. Remove impacted soils up to a depth of 1m below existing surface. Where impacted soils are beyond 1m, Suralco will adjust the scope as necessary after the process soil investigation is done. If subsurface conditions are different than anticipated, and there is a significant risk to deep groundwater or surface water , Suralco will adjust its remedial plan and notify Suriname accordingly. Caustic contaminated soils may be disposed of in a bauxite residue area, while other impacted soils would be disposed of in the new Demolition Landfill. Backfill with mine spoil to grade and revegetate. 5.4.2 Onverdacht Wellfield The Overdacht DRAFTWellfield and a portion of the distribution system is located on Suralco property, within the area of the OVD complex (former BMS plant and 100% Suralco owned) and the remainder of the distribution infrastructure is located within the Onoribo (undivided ownership, including Suralco and Onoribo board) and Overdacht plantation (100% Suralco owned). Suralco and Suriname will negotiate a

Annex I: Draft Environmental Remediation SOW 22 Annex I Environmental Remediation Scope of Work August 2018 mutually agreeable schedule for Suralco to transfer to Suriname or its designated legal entity Suralco’s interest in the water infrastructure located outside the OVD complex, but such transfer will take place regardless of such agreement no later than the transfer of the Afobaka Hydroelectric Works. Prior to the transfer of said water infrastructure, Suralco will block off its water infrastructure at or near the property boundary for the OVD complex. Suralco will reimburse Suriname or its designated legal entity up to USD 1,000,000.00 for the cost to connect the portion of the water infrastructure outside the OVD Complex public water system of SWM at the Meursweg, approximately 5 km away.

5.5 Afobaka See Figure 4 Plan of the Afobakka Landfill Sites. 5.5.1 Afobaka Landfill Old X 5.5.1.1 Characteristics Located just north of a maintenance building across the highway from the main security gate to the dam. About 0.5ha half-moon shaped fill area (lobe extending north). Thickness maximum of ~4 meters above original grade. Soil cover with slight slope down to north. Contents unknown. 5.5.1.2 Remediation Investigation to verify soil and nearby surface water quality. Action dependent on investigation results. Survey the boundaries. 5.5.2 Afobaka Landfill Old 5.5.2.1 Characteristics Alongside the main road. Landfill was operational during waste segregation and access was controlled, as such only inert wastes are expected. This landfill was closed with soil cover several years ago. 5.5.2.2 Remediation Investigation to verify soil and any nearby surface water quality. Action dependentDRAFT on investigation results. Survey the boundaries.

Annex I: Draft Environmental Remediation SOW 23 Annex I Environmental Remediation Scope of Work August 2018 5.5.3 Afobaka Active Landfill 5.5.3.1 Characteristics Located 0.8 km west on side road off main highway 3.2 km north of main gate to Afobaka Dam. About 0.1 ha. in size. Primarily domestic waste. This landfill will be closed with soil cover. 5.5.3.2 Remediation Investigation to verify soil and any nearby surface water quality. This landfill will be closed with soil cover. Survey the boundaries.

DRAFT

Annex I: Draft Environmental Remediation SOW 24 Annex I Environmental Remediation Scope of Work August 2018 TABLE 1: DEMOLITION AND REMEDIATION WASTE AND DISPOSAL METHOD 12/12/2019 In Wastes On-Site Disposal Country Out of Country Description Type material/issue Demo Oxalate Residue Local Export Export Foreign Landfill Landfill Areas sale for to sale disposal vendor Demolition Liquor Sodium hydroxide X Building demo Concrete, masonry, X rubble steel, wood, plastic, etc. Steel scrap Recyclable steel X X Steel w/ ACM Asbestos X coating Steel w/ Lead Lead X paint Insulation Asbestos X Floor, Ceiling Tile, Asbestos X Mastic, Transite Tank scale Sodium X hydroxide/hydrate mix Oxalate scale Oxalate X Red mud Bauxite residue X (alkaline) Alumina/Hydrate Alumina X Refractory, lime, Refractory, lime, X baghouse dust alumina Oil tanks bottoms Fuel Oil Sludge X X Rail road ties Wood X X Compressed Gases ODSDRAFT X Elec. Transformers Oil - PCB >50 ppm X Used hydraulic & Oils X

Annex I: Draft Environmental Remediation SOW 25 Annex I Environmental Remediation Scope of Work August 2018 TABLE 1: DEMOLITION AND REMEDIATION WASTE AND DISPOSAL METHOD 12/12/2019 In Wastes On-Site Disposal Country Out of Country Description Type material/issue Demo Oxalate Residue Local Export Export Foreign Landfill Landfill Areas sale for to sale disposal vendor gear oils Electronic waste Electronics X Print cartridges Print cartridges X Misc maintenance Petroleum/Chlorinated? X solvents solvents Lead acid batteries Lead, acid X WWT Flocculent Polymer X Mercury from Elemental mercury X condensors Heaters Mercury (traces) X Light bulbs Mercury, glass X Density gauge Radioactive material X sources Misc. unused Liquid, solid, aerosols X chemicals/ paints At and below Concrete X cap grade (floor slabs, etc.) Caustic impacted Concrete X concrete Remediation Red mud Bauxite residue X (alkaline) Solids Settling AluminumDRAFT hydrate, low X or in Basin WWT Sludge conc. mercury place Contaminated Alkaline/acidic X

Annex I: Draft Environmental Remediation SOW 26 Annex I Environmental Remediation Scope of Work August 2018 TABLE 1: DEMOLITION AND REMEDIATION WASTE AND DISPOSAL METHOD 12/12/2019 In Wastes On-Site Disposal Country Out of Country Description Type material/issue Demo Oxalate Residue Local Export Export Foreign Landfill Landfill Areas sale for to sale disposal vendor soils/sediment Contaminated Other X soils/sediment Misc. waste in De Hazardous or leachable Vrijheids Mine wastes X SPL in SSB Weathered SPL X Arsenic bunker NaAs? Stabilize/Sealed X

DRAFT

Annex I: Draft Environmental Remediation SOW 27 Annex I Environmental Remediation Scope of Work August 2018 TABLE 2 REMEDIAL CLEANUP CRITERIA Suralco LLC Paranam Facility Version date 7/2/2018 Outfall 3 Catchment Surface Water Deep Groundwater Soils pH based on keeping Recreation criteria World Health USEPA Regional Para R. pH in the low (10x WHO drinking Organization (WHO), Screening Levels 6 range. TSS based water) from Table 4.1 2011, Guidelines for (RSLs) for Composite on keeping total of the Surface Water Drinking Water Worker. Lower mercury Screening Criteria for Quality, 4th Edition. concentration of the 1 in concentrations at the Suralco Pilot 10000 cancer risk or USEPA Chronic Sites, Suriname; SRK hazard quotient=1 was Ambient Water Consulting (U.S.), selected as the criteria. Quality criteria for Inc.; April 2014 Criteria with a s indicate human aquatic concentration above organism which chemical consumption. Test speciation will be required to apply an RSL. Inorganics mg/l mg/l mg/l mg/kg Metals by USEPA Method 6000 and 7000 Aluminum Al 1100000 Antimony Sb 0.2 0.02 470s Arsenic As 0.1 0.01 300 Barium Ba 7 0.7 220000 Boron B 24 2.4 230000 Cadmium Cd 0.03 0.003 980 Chromium Cr 0.5 0.05 630s Copper Cu 20 2 47000 Fluoride F- 15 1.5 26238s Iron Fe 820000 Lead Pb 0.1 0.01 800 Manganese Mn 26000 Mercury Hg 0.06 0.006 46s Molybdenum Mo 5800 Nickel Ni 0.7 0.07 8100s Selenium Se 0.4 0.04 5800 Tin Sb 700000 Vanadium V 5800 Zinc Zn 350000 Misc. InorganicsDRAFT Asbestos Fiber ACM 1%US Cyanide, Total TCN 150s

Annex I: Draft Environmental Remediation SOW 28 Annex I Environmental Remediation Scope of Work August 2018

Nitrate NO3- 500 50 1900000

Nitrite NO2- 30 3 120000

pH (max) 9.5 CC pH 10 Total Suspended Soilds (max) TSS 200

Organics

Volatile Organic Compounds Many compound (VOCs) by USEPA Method VOC specific RSLs 8260B Polynuclear Aromatic Many compound Hydrocarbons (PAHs) USEPA PAH specific RSLs Method 8260B Polychlorinated Biphenyls Many compound (PCBs) by USEPA Method PCB specific RSLs 8082A Organochlorine Pesticides by Many compound Pest USEPA Method 8081B specific RSLs Chlorinated Herbicides by Many compound Herb USEPA Method 8151A specific RSLs Denotes soil concentration above which more detailed chemical speciation will be required to apply Notes: s RSL. US National Emission Standard for Hazardous Air Pollutants (38 FR US 8821). There is no RSL for soil pH. Calcium carbonate (powdered limestone) CC used. Test Additional data on metals for Outfall 3 will be attained after completion of an engineered settling basin and these criteria revised, if necessary.

DRAFT

Annex I: Draft Environmental Remediation SOW 29 Annex I Environmental Remediation Scope of Work August 2018 FIGURE 1: Bauxite Residue Areas and Process Water Impoundments

DRAFT

Annex I: Draft Environmental Remediation SOW 30 Annex I Environmental Remediation Scope of Work August 2018 FIGURE 2: Refinery Area Historical Dump Areas

DRAFT

Annex I: Draft Environmental Remediation SOW 31 Annex I Environmental Remediation Scope of Work August 2018 Figure 3: SPL Disposal Locations

DRAFT

Annex I: Draft Environmental Remediation SOW 32 Annex I Environmental Remediation Scope of Work August 2018 FIGURE 4: Affobakka Landfill Sites

DRAFT

Annex I: Draft Environmental Remediation SOW 33 Annex I Environmental Remediation Scope of Work August 2018 FIGURE 5: Outfall 003 Catchment

DRAFT

Annex I: Draft Environmental Remediation SOW 34 Annex I Environmental Remediation Scope of Work August 2018

FIGURE 6: Schedule

DRAFT

Annex I: Draft Environmental Remediation SOW 35 Agreed form final draft 22 August, 2018

Annex II - Clause 4.1 Rehabilitation Work Plan

DRAFT

Environmental Agreement Annex II Agreed form final draft of 22 August, 2018 ANNEX II. MINE REHABILITATION PLAN

DRAFT

Annex II – Mine Rehabilitation Plan Annex II Mine Rehabilitation Plan August 1, 2018

1. Introduction ...... 1 1.1. Historical Background ...... 1 2. General Rehabilitation Principles and Objectives ...... 1 2.1. General Concepts for Rehabilitation ...... 1 2.2. Reclamation and Rehabilitation Plans and Implementation ...... 2 2.3. Compensation Mechanism for Surface Owners ...... 5 3. Suralco mines overview ...... 5 3.1. Mining Overview ...... 5 3.2. Rehabilitation Para, Wanica & Commewijne area ...... 6 3.2.1. Para District ...... 7 3.2.1.1. Lelydorp II / III ...... 7 3.2.1.2. Accaribo and L’Esperance Spoils ...... 7 3.2.1.3. Lelydorp I Re-Mining Disturbance ...... 7 3.2.1.4. Para Mine ...... 8 3.2.1.5. Kankantrie Mine ...... 8 3.2.1.6. Onoribo IV and La Vigilantia Spoils ...... 8 3.2.1.7. De Vrijheids Mine ...... 8 3.2.1.8. Older Mines – Naturally Restored ...... 8 3.2.1.9. Former BMS facilities-OVD facilities, Dorp East and West ...... 8 3.2.2. Commewijne District ...... 9 3.2.2.1. Caramacca ...... 9 3.2.2.2. Klaverblad/Rorac/Truly Hill/Rac-a-Rac ...... 9 3.2.2.3. Rorac/Truly Hill ...... 10 3.2.2.4. Klaverblad ...... 10 3.2.2.5. Kaimangrasie ...... 10 4. Rehabilitation Marowijne district ...... 11 4.1. ProposedDRAFT Schedule...... 12

Annex II – Mine Rehabilitation Plan Annex II Mine Rehabilitation Plan August 1, 2018

ACRONYMS AMS – Alcoa Minerals of Suriname BA – Brokopondo Agreement BIS –Bauxite Institute Suriname BMS - Billiton Maatschappij Suriname DRSA – Dry Residue Storage Area EHS – Environmental Health and Safety GoS – Government of Suriname ha - hectare HASP – Health and Safety Plan m-bgs – meters below ground surface RSA – Residual Storage Area for bauxite residue SBM - Surinaamsche Bauxiet Maatschappij SHSO – Site Health and Safety Officer UOM – unit of measure ICP – Integrated Closure Plan

List of Figures Figure 01 ICP Decision Making Tree Map 01 Concession overview Map 02 Zoomed in overview of concessions Map 03 Mining footprint Para / Wanica Map 04 Mining Footprint Commewijne Map 05 Detailed overview Klaverblad / Rorac mine Map 06 Overview of Marowijne mines Map 07 Overview 1986 Mine Law concession in Para

List of Schedules Schedules 3(a) through 3(e) Concessions categories

List of Tables Table 01 Overview Commewijne mines Table 02 Overview Para Mines Table 03 Details Para Mines Table 04 Marowijne mines Table 05 Completed Mines was there any mine rehab done at the Osembo and Onoribo Mines? Table 06 Mines with Closure plan developed Table 07 MinesDRAFT without Closure plan

Annex II – Mine Rehabilitation Plan August 1, 2018 Annex II Mine Rehabilitation Plan August 1, 2018

1. INTRODUCTION This document sets out the mine reclamation and rehabilitation (collectively referred to hereafter as rehabilitation) activities to be performed by Suralco and AMS at its various closed mining operations in Suriname. This document, in conjunction with the Environmental Remediation and Rehabilitation Agreement, will control Suralco’s reclamation and rehabilitation obligations. To the extent reasonably practicable, Suralco will implement mine reclamation and rehabilitation activities consistent with the process set out in the Suralco Integrated Closure Planning Project Framework Plan (“ICP”) prepared by SRK Consulting. This Annex II will indicate for which areas plans may be prepared in accordance with the ICP; however, Suralco may modify plans due to actual conditions encountered, stakeholder input, or where necessary or appropriate to fulfill the obligations of this document or the Environmental Remediation and Rehabilitation Agreement. Suralco will notify Suriname if significant modifications to the plans are necessary or appropriate. 1.1. Historical Background The bauxite industry has been present in Suriname since 1916, when the Surinaamsche Bauxiet Maatschappij (“SBM”) began mining in the Moengo area in the District of Marowijne. In 1938, Billiton Maatschappij Suriname (“BMS”) began mining in the Onverdacht area in the Districts of Para/Wanica, and in 1958, Alcoa and the Government of Suriname entered into a cooperative venture pursuant to the Brokopondo Agreement (“BA”). This resulted in the dissolution of the SBM, and the establishment of Suralco LLC. Suralco was granted additional mining rights for 500,000 ha of land of which 20,000 ha was granted for mining up to 2033. The exploration rights for the remaining area (500.000 ha – 20.000 ha) expired in 1978. All prior bauxite mining concessions granted to SBM were subsumed under the Brokopondo Agreement (BA) and afforded all protections pursuant to that agreement. The Brokopondo Agreement also included the obligation for Suralco to construct the Afobaka Dam and Hydroelectric Works and to establish both alumina and aluminum-producing facilities. Bauxite mining activities have occurred in the Marowijne, Commewijne and Para districts, while the other concession areas have only been partially or fully explored, but not mined. Since the acquisition of BMS properties in 2009, Suralco currently holds bauxite mining concessions on substantial areas of land. Some of the land associated with these concessions is privately owned by Suralco; however, a substantial area is owned by the Republic of Suriname, by third parties, or owned in part by Suralco and in part by other third parties in what is termed “undivided ownership.” Regardless of the ownership of the surface estate, all mineral resources are owned by the Republic of Suriname. The various mining concessions and point of exploitation of bauxite by Suralco in Suriname are depicted generally in the maps 01 and 02 in Chapter 5. It must be noted that all mining concessions were granted on bases of narrative descriptions and plats rather than professionally surveyed maps. No official survey maps of the concession areas are available.

2. GENERAL REHABILITATION PRINCIPLES AND OBJECTIVES 2.1. General Concepts for Rehabilitation The objective ofDRAFT rehabilitation is to facilitate one or more sustainable future land uses where feasible, whereby the area is left in stable form that is safe for public, and ongoing land degradation is prevented. In general, most areas will be revegetated and then left in a natural state.

Annex II – Mine Rehabilitation Plan 1 Annex II Mine Rehabilitation Plan August 1, 2018

For the deep-seated mines in the Para, Wanica, and Commewijne Districts, Suralco and AMS will reshape any unstable slopes of the created mine pits (lakes) and monitor water quality until these demonstrate a state of equilibrium and water quality objectives have been met. Spoil areas will be reshaped if unstable and any acid generating material (Mara clays) will be capped and allowed to revegetate. In the Marowijne District, mines will be landscaped, top soiled to ensure the area is safe and stable, and re-vegetated with local species to allow for the development of a self-sustaining vegetative cover. More detailed rehabilitation approaches for each District are found in Sections 3 and 4. Rehabilitation Plans and activities thereunder shall achieve the following objectives (“Mine Rehabilitation Standards”): (1) Leave the subject land in a stable and safe condition to the extent reasonably achievable, taking into account current condition of the land, and the current use of the land and surrounding area, including any engineering or institutional controls as applicable.

(2) Protect the public from environmental risks to the level set out in Section 4.1of Annex I, taking into account engineering, institutional or other controls, and current land use.

(3) Where reasonably achievable, leave the subject land in a condition that supports one or more sustainable future uses, including uses that arise from a natural or unmanaged vegetated cover.

(4) For mines where Rehabilitation activities have not begun, include a stakeholder outreach process consistent with the ICP, where practical.

2.2. Reclamation and Rehabilitation Plans and Implementation (1) Schedule 3(a) sets out the concessions that have not been impacted by Suralco activities and hence, do not require any environmental remediation or reclamation. Suriname hereby releases Suralco, AMS, AWA and their respective Affiliates and Representatives from any and all obligations and liabilities arising out of or relating to these Concessions, including arising out of or relating to Environmental Laws, the past, current or future condition of the land or past, current or future operations on the land.

(2) Schedule 3(b) sets out the mines which already have undergone rehabilitation. Within 90 days of the date of the Framework Agreement, Suralco will submit to Suriname a Legacy Mine Rehabilitation Completion Report for each mine documenting that the Mine Rehabilitation Standards have been achieved, taking into account their current condition and the date of the rehabilitation activities already completed. If Suriname reasonably concludes that the Mine Rehabilitation Standards have not been achieved for the subject mine, then within sixty (60) days of receiving a Legacy Mine DRAFTRehabilitation Completion Report, Suriname will notify Suralco and AMS in writing of any deficiencies regarding the conditions at issue, if any, but in no case will such identification occur after ninety (90) days of receiving a Legacy Mine Rehabilitation Completion Report. The Parties agree that deficiencies shall be limited to whether the Annex II – Mine Rehabilitation Plan 2 Annex II Mine Rehabilitation Plan August 1, 2018

Mine Rehabilitation Standards have been met. Thereafter, the Legacy Mine Rehabilitation Completion Report will be final.

(3) Schedule 3(c) sets out the mines for which Suralco already has submitted mine rehabilitation plans (“Plans”) to Suriname. Within sixty (60) days of the date of the Framework Agreement, Suriname will notify Suralco and AMS in writing of any deficiencies regarding the Plan, but in no case will such identification occur after ninety (90) days of the date of the Framework Agreement. The Parties agree that deficiencies shall be limited to whether the Plan entails activities sufficient to meet the Mine Rehabilitation Standards once implemented. After Suralco completes the rehabilitation activities for a given mine and the Mine Rehabilitation Standards have been met (other than any applicable O&M), Suralco will submit to Suriname a Mine Rehabilitation Closure Report documenting that the Mine Rehabilitation Standards have been achieved. If Suriname reasonably concludes that the Mine Rehabilitation Standards have not been achieved for the subject mine, then within sixty (60) days of receiving a Mine Rehabilitation Closure Report, Suriname will notify Suralco and AMS in writing of any deficiencies regarding the conditions at issue, if any, but in no case will such identification occur after ninety (90) days of receiving a Mine Rehabilitation Closure Report. The Parties agree that deficiencies shall be limited to whether the Mine Rehabilitation Standards have been met. Thereafter, the Mine Rehabilitation Closure Report will be final.

(4) Schedule 3(d) sets out the mines associated with concessions granted prior to the 1986 Mine Reclamation Act that do not already have a Plan generated. Suralco and AMS will develop Plans consistent with the Integrated Closure Planning Process (“ICP”), as described in the Figure set out below: ICP Decision Making Tree, and submit these plans to Suriname for review at least 60 (sixty) days prior to commencement of work. Within sixty (60) days of Suralco’s submittal of the Plan, Suriname will notify Suralco and AMS in writing of any deficiencies regarding the Plan, but in no case will such identification occur after ninety (90) days of Suralco’s submittal of the Plan. The Parties agree that deficiencies shall be limited to whether the Plan entails activities sufficient to meet the Mine Rehabilitation Standards once implemented. After Suralco completes the rehabilitation activities for a given mine and the Mine Rehabilitation Standards have been met (other than any applicable O&M), Suralco will submit to Suriname a Mine Rehabilitation Closure Report documenting that the Mine Rehabilitation Standards have been achieved. If Suriname reasonably concludes that the Mine Rehabilitation Standards have not been achieved for the subject mine, then within sixty (60) days of DRAFTreceiving a Mine Rehabilitation Closure Report, Suriname will notify Suralco and AMS in writing of any deficiencies regarding the conditions at issue, if any, but in no case will such identification occur after ninety (90) days of receiving a Mine Rehabilitation Closure Report. The Parties agree that deficiencies shall be limited to whether the Mine

Annex II – Mine Rehabilitation Plan 3 Annex II Mine Rehabilitation Plan August 1, 2018

Rehabilitation Standards have been met. Thereafter, the Mine Rehabilitation Closure Report will be final.

(5) Schedule 3(e) sets out the mines associated with concessions granted after the 1986 Mine Reclamation Act that do not already have a Plan generated. Suralco and AMS will develop mine rehabilitation plans consistent with the Integrated Closure Planning Process (“ICP”), as described in in the Figure set out below: ICP Decision Making, and submit these plans to Suriname for review at least 90 (ninety) days prior to commencement of work. Within sixty (60) days of Suralco’s submittal of the Plan, Suriname will notify Suralco and AMS in writing of its approval or disapproval of the Plan, but in no case will such approval/disapproval occur after ninety (90) days from when Suralco submits the Plan, after which the plan is deemed approved. The Parties agree that decisions regarding approval shall be limited to whether the mine plan entails activities sufficient to meet the Mine Rehabilitation Standards once implemented. After Suralco completes the rehabilitation activities for a given mine and the Mine Rehabilitation Standards have been met (other than any applicable O&M), Suralco will submit to Suriname a Mine Rehabilitation Closure Report documenting that the Mine Rehabilitation Standards have been achieved. If Suriname reasonably concludes that the Mine Rehabilitation Standards have not been achieved for the subject mine, then within sixty (60) days of receiving a Mine Rehabilitation Closure Report, Suriname will notify Suralco and AMS in writing of any deficiencies regarding the conditions at issue, if any, but in no case will such identification occur after ninety (90) days of receiving a Mine Rehabilitation Closure Report. The Parties agree that deficiencies shall be limited to whether the Mine Rehabilitation Standards have been met. Thereafter, the Mine Rehabilitation Closure Report will be final.

(6) Suralco and AMS can revise or substitute Plans as necessary if one or more of the actions in the Plan are not reasonably achievable or appropriate, or because of other changed or newly discovered circumstances.

(7) In the event of material changes to the Plans, Suriname has the opportunity to review or approve such revisions, following the same procedures and parameters applicable to the Plan set out in subparts (1)-(4) in this Section.

(8) Suralco and AMS will apply methodologies, standards, objectives and approaches set forth herein.

(9) Reclamation and rehabilitation work will be performed by contractors or other DRAFTindividuals or entities selected in the sole discretion of Suralco, with the appropriate skill and expertise, and contractors will abide by Suralco standard terms and conditions for services.

Annex II – Mine Rehabilitation Plan 4

Annex II Mine Rehabilitation Plan August 1, 2018

(10) Suriname shall have the right to perform monitoring duties at all sites where rehabilitation activities are being conducted and will have access to such sites, subject to Suralco’s requirements regarding worker/visitor health and safety procedures.

(11) Where Suriname has conveyed a new mining concession or other rights to a third party and land disturbance has or will occur that is in any way associated with those rights, , Suralco’s and AMS’ rehabilitation obligations will be restricted to only those areas not disturbed by such third parties.

(12) Suralco shall have no rehabilitation obligations for matters caused solely by the actions of third parties.

2.3. Compensation Mechanism for Surface Owners Most owners of surface rights in mine concession areas already have been compensated as provided by Law applicable at the time such compensation was provided. Suralco shall have no further compensation obligations to such parties. Regarding other parties with interests in the surface of lands negatively impacted by Suralco (or its predecessor in interest) activities, the process set out in [Ordinance [ ]] as of the date of the Framework Agreement shall set out the exclusive process for determining whether compensation is owed by Suralco to individual claimants and, if so, total compensation to be paid by Suralco to all claimants for surface damages relating to a given concession.

3. SURALCO MINES OVERVIEW 3.1. Mining Overview Mining Operations in Districts of Para, Wanica and Commewijne Although most of the mining has occurred within the coastal plain, there is a significant difference in mining approach between the mines in the Para, Wanica and Commewijne Districts to the West and the mines in Marowijne to the East. With respect to the former, the bauxite reserves generally were positioned in deep-seated deposits, i.e. 5m and more below ground surface and ranging from 10 – 40 meters below ground surface (m-bgs), and were overlain by mostly swamp materials. Mine development first required that the swamp deposits be removed “in the wet” by dredging. The dredged spoils (hard clays) were generally placed in diked areas known as “polders” around the perimeter of the future mine pit and the soft clays, mostly, slurried into inactive, mined-out pits. The active pit area was then dewatered via pumps, while the ground water level was suppressed using ground water depressurization wells, and the remaining overburden material removed with conventional earthmoving equipment until the bauxite was exposed. The dewatering activities associated with the deep-seated deposits were to be maintained throughout the life of the mine to ensure stability of the pit walls and to allow excavation of the bauxite. Following mining, the depressurization wells were turned off and the pit eventually filled with water, becoming a pit lake. The surroundingDRAFT areas that were disturbed were graded to drain into the lake and allowed to naturally re-vegetate. For the Accaribo mine, sharp drop-offs near the former high walls were graded for safe access to the pit lake. For the other older mines the reshaping of the slopes was not consistently executed. In many cases, native vegetation readily volunteers into the disturbed areas and rapidly

Annex II – Mine Rehabilitation Plan 5

Annex II Mine Rehabilitation Plan August 1, 2018 becomes established as there is plentiful moisture and no shortage of natural seed sources. Based on studies done by Suralco of pit lake chemistry in lakes of varying ages and through periodic sampling within individual lakes, the impacts of mining on the lake chemistry attenuate over time with no specific intervention required. Especially in those cases where the pit lake communicates with surrounding natural water bodies, plants and aquatic life also entered and colonized the lake ecosystem and aided in its restoration. Map 03, 04 and 05 and table 01, 02 and 03 provide details on the mining areas and areas requiring rehabilitation in this region Mining Operations in Marowijne district Mining in the Marowijne District began in Moengo Town in about 1916, and has progressed continuously until the present day. In recent years, the production has been reduced, coincident with reduced refinery output, with the most recent annual disturbance being around 20 ha per year. Most of this more recent disturbance has been associated with opportunistic re-mining of existing disturbed areas. The bauxite reserves in Marowijne occur on hilltops where the surrounding lateritic formation material was more resistant to weathering over geologic time. As a result, the bauxite occurs only on certain hilltops and the mining operations must first remove the unconsolidated overburden materials (including any topsoil) and then any cap rock overlying the bauxite. The bauxite is then excavated, leaving a depression within the hilltop that exposes the underlying kaolin clay. The inherently infertile kaolin remaining in the pit floor following mining and scarcity of suitable topsoil materials, as well as the lack of evenly-distributed rainfall throughout the year has contributed to poor vegetative re- establishment on many of these areas. 3.2. Rehabilitation Para, Wanica & Commewijne area Despite the fact that there are significant areas of mining disturbance within the Para, Wanica and Commewijne districts (Suralco’s current estimates are, almost 4,700 ha in Para and almost 500 ha in Commewijne), much of this area has become pit lakes. The general approach for deep seated mines is post-mining, the depressurization wells are turned off and the pit fills with water, becoming a pit lake. The impacts of mining on the lake chemistry (e.g., turbidity; acidity resulting from disturbance of potentially acid-forming spoil materials in some cases; elevated metals levels) have been shown to attenuate over time (based on studies done by Suralco of pit lake chemistry in lakes of varying ages and through periodic sampling within individual lakes) with no specific intervention required. Ongoing monitoring of newly formed pit lakes seems to support this position. This is especially rapid in those cases where the pit lake communicates with surrounding natural water bodies, plants and aquatic life also enter and colonize the lake ecosystem and aid in its restoration. Suralco proposes to execute seasonal water quality monitoring for the lakes until the closure criteria area listed in the specific Mine Rehabilitation Plan are met which are consistent with the post mining land use. The surface areas surrounding the mine pits are graded to drain into the lake and to avoid any safety concerns (e.g. sharp drop-offs near the former high walls into the pit lake) and re-vegetated. To maintain water quality, no new disturbance is proposed in the older deep-seated mines (mined 20 plus years ago) for which the surrounding areas have fully been revegetated, unless it is specifically indicated that from a currentDRAFT land use perspective, these cause an imminent safety concern. Suralco will execute a survey for these older mines to highlight any areas surrounding the lakes which demonstrate stability issues and need reshaping. This survey will be included in the final closure report for this area. The following sub-paragraphs deal with the individual mine sites in the Para, Wanica, and Commewijne areas. Annex II – Mine Rehabilitation Plan 6 Annex II Mine Rehabilitation Plan August 1, 2018

3.2.1. Para District Table 2 provides approximate areas for each of the mines in the Para District. Each of the mines in the Para District is discussed individually below in terms providing a summary of rehabilitation plans. For each site requiring additional rehabilitation activities, as listed in paragraph 1.2, a detailed rehabilitation plan consistent with the ICP will be developed and submitted to GoS. In case monitoring data indicates that further investigation is needed to determine if equipment and or machinery was left on the bottom of the mines with potential to cause longer term water quality issues, this will be further investigated. Consistent with the standards in this document, for the older mines Suralco will assess if there are any stability issues for the slopes and or public safety issues, which need to be corrected taking into account the stipulations outlined in Section 2.2(2) 3.2.1.1. Lelydorp II / III A site-specific closure plan was submitted for the Lelydorp II / III Mine to the Suriname Bauxite Institute (“BIS”) in 2014. In the last few years, third party activities have been taking place within the disturbed fraction of the Lelydorp II / III Mine. In case formal rights have been granted to third parties within the areas, those specific areas will be excluded from further closure activities as outlined sections 2.2(11-12). Adverse or potential impact from third party activities will be communicated to Suriname. Suralco and AMS will revisit this closure plan and address any significant issues brought up by Suriname prior to execution the closure activities. 3.2.1.2. Accaribo and L’Esperance Spoils All grading of the pit perimeter and monitoring of water quality has been completed and Suralco intends to take no further mine rehabilitation actions. Suralco and AMS will provide Suriname with Mine Rehabilitation Closure Report. 3.2.1.3. Lelydorp I Re-Mining Disturbance The Lelydorp I re-mining activity by Suralco occurred within the original Lelydorp I mining concession area as an expansion of the original Lelydorp I mine. All bauxite mining activity at the Lelydorp I Mine has ceased as of Q2 2015, and reclamation activities as noted below have been completed as part of the total mining arrangement with the mining contractor. No Plan will be developed for Lelydorp 1, since only the Pit lake will need to be addressed. Suralco will submit a Mine Rehabilitation Closure Report once the Mine Rehabilitation Standards have been met. The following actions have been completed:  Remove all infrastructure placed by Boskalis, including any concrete foundations  Rehabilitation of all borrow areas used for clay and other materials  Dismantling and closure of all dewatering wells  Closure of all secondary roadways within the mine site DRAFT Reshape all tailing areas (i.e., polders) and other disturbance to a natural angle of repose and grade to drain to prevent ponding of water  Water quality monitoring

Annex II – Mine Rehabilitation Plan 7

Annex II Mine Rehabilitation Plan August 1, 2018

3.2.1.4. Para Mine Suralco will develop a Plan as set out in Section 2.2 of this Annex II. 3.2.1.5. Kankantrie Mine This mine pit lake is much smaller than that of the Para mine, and has a direct communication with receiving streams, which further enhances improvements in water quality and re-colonization of the lake by vegetation and aquatic organisms. Similar to the Para mine, no Plan will be submitted and no further action is proposed for areas surrounding this mine pit. Water quality will continue to be monitored prior to the submittal of the Mine Rehabilitation Closure Report, which will be submitted as specified in Section 2.2 of this Annex II. 3.2.1.6. Onoribo IV and La Vigilantia Spoils The Onoribo IV mine pit was converted to a bauxite residue storage facility as RSA #6/DRSA #2. No further rehabilitation is required as a mine site. Rehabilitation of this area will be dealt with in the closure of DRSA #2. The spoils associated with this mine were deposited in the La Vigilantia spoils area. For the spoil area at la Vigilantia, a Mine Rehabilitation Closure Report will be submitted to Suriname. 3.2.1.7. De Vrijheids Mine This mined out area is adjacent to the current refinery operations and has largely been converted into a landfill and borrow area dedicated to those operations. With the demolition of the refinery, it is anticipated that an additional landfill, the Demolition Landfill, will be located in this area. Current disturbances associated with the Paranam Refinery will be addressed as part of the Refinery remediation. No further rehabilitation is required as a mine site. 3.2.1.8. Older Mines – Naturally Restored The perimeter vegetation relative to the older mines has become naturally restored with native plants to a rehabilitated condition. Suralco does not believe that any further disturbance of the vegetation at the older mine sites for the purposes of grading slopes is warranted or advisable. Suralco will execute an assessment of the slopes of the older mine areas and propose a path forward based on the assessment. These mines are as follows:  Osembo  Onoribo I  Onoribo II  Onoribo III The findings of this assessment and any recommendation for follow up activities will be documented in a closure report for these areas that will be submitted to Suriname in accordance with Section 2.2. 3.2.1.9. Former BMS facilities-OVD facilities, Dorp East and West DRAFTThe former BMS facilities at Overdacht, including the workshops, office buildings and warehouses, all within the Onverdacht plantation, which is 100% Suralco property will not be demolished but instead will be re-used through long lease (or other similar or greater real property interest right) to interested parties. Since the equipment Annex II – Mine Rehabilitation Plan 8

Annex II Mine Rehabilitation Plan August 1, 2018

workshop has concrete floors it is not expected any remediation activities will be required. Nevertheless, Suralco and AMS will perform assessments as appropriate in its sole discretion, in accordance with its Acquisition and Divestiture procedures. Some obsolete building in sub-standard condition will be demolished and the waste to be deposited at the demolition landfill at the Paranam Refinery. Dorp East housing buildings as well as Dorp West (former BMS staff village) will be transferred to the board of the Onoribo plantation as part of the efforts to reach a separation of the Suralco / AMS ownership of 54% of the plantation. Suralco will maintain full ownership of the disturbed fraction of the plantation, while the undisturbed fraction and small part of mined land where the community has developed recreational facilities will become ownership of the Onoribo board. No demolition activities are contemplated within these 2 areas, since the buildings will be used by the community. 3.2.2. Commewijne District Suralco will submit to GoS Plans for all mines within the Commewijne District in accordance with Section 2.2. 3.2.2.1. Caramacca The mine pit lake has already formed and is overflowing into the adjacent swamp through stable outlets.  Caramacca Closure Action Map – Overview  Caramacca Final Pit Lake Extent 1. Monitor formation of the pit lake and ensure stability of pit side slopes 2. Direct storm water runoff from surrounding areas into the pit to minimize sediment from the rehabilitated areas from impacting the surrounding swamp 3. Re-grade pit slope areas that include sands that may be unstable; ensure coverage of any exposed Mara clays to minimize acid formation 4. Create an access point to the lake by grading slopes to a maximum of 10H:1V 5. Breach the perimeter dyke at several points to permit interconnection of the pit lake with the surrounding swamp 6. Re-grade, reshape to drain, cover, and scarify the footprint of all stockpile and fill areas and re-vegetate 7. Re-grade and rip roads to be abandoned (see Closure Action Map), as well as any other areas to the southwest that served as general parking and workshop areas; cover with locally available material; and re-vegetate 8. Properly abandon the single remaining well on-site 9. Pit lake quality monitoring Suralco will submit a Mine Rehabilitation Closure Report documenting that Mine Rehabilitation Standards have been met in accordance with Section 2.2. 3.2.2.2. Klaverblad/Rorac/Truly Hill/Rac-a-Rac DRAFTA specific Plan for these related mines, including actions relative to the cofferdam constructed to separate the Klaverblad mine pit from the Suriname River, will be submitted to Suriname. Currently follow up studies are underway to determine the best approach regarding the partially collapsed Cofferdam. Based on the outcome the final approach regarding the Cofferdam will be developed and this will be included in the Annex II – Mine Rehabilitation Plan 9

Annex II Mine Rehabilitation Plan August 1, 2018

Plan for the Klaverblad area. Ongoing discussions between Suralco and Suriname to determine the approach for the Cofferdam are in progress. The surrounding area will be graded to drain to the pit and re-vegetated with native species. Haul roads will be renovated to a width that is consistent with future use to minimize maintenance costs in the future. Suralco will conduct inspections and maintenance of any rehabilitation, including roadways and water management structures (e.g., culverts) and will conduct water quality monitoring within the pit lake until the submittal of the Mine Rehabilitation Closure Report in accordance with Section 2.2. Specific closure actions outlined in the closure plan are as noted below and shown on the attached Closure Map figures:  Klaverblad Closure Action Map_Overview  Klaverblad Closure Action Map_Detail  Rorac/Truly Hill Closure Action Map_Overview  Rac-a-Rac Closure Action Map-Overview 3.2.2.3. Rorac/Truly Hill Rorac/Truly Hill actions will be executed as outlined in Section 2.2 (3). 3.2.2.4. Klaverblad Klaverblad actions will be executed as outlined in the Klaverbad closure Plan in accordance with Section 2.2. 3.2.2.5. Kaimangrasie All remaining potentially acid-producing materials that have not yet been relocated within the pit will be so relocated to ensure that they are inundated by the future pit lake. This will minimize the potential impacts on water quality. Taking into account relevant comments from Suriname, Suralco will submit a closure Plan in accordance with Section 2.2. The perimeter of the pit lake beyond the limits of the future pit lake will be graded to drain to the lake. Similar to Klaverblad/Rorac, Suralco will undertake appropriate rehabilitation of any haul roads and will conduct monitoring and maintenance activities during the first five years following closing.This will be outlined in the closure Plan for this area in accordance with Section 2.2. Specific closure actions outlined in the closure plan include those shown below and on the attached Closure Map figures: Kaimangrasie Closure Action Map – Overview 1. No active ground water dewatering was undertaken during mining. Upon cessation of mining, all bauxite was recovered and pumping of pit sumps was discontinued, allowing the pit lake to form. At this point, the lake is fully formed. 2. The pit ramp will be left in place to provide access for future monitoring 3. The pit wall slopes adjacent to the access ramp will be re-graded to a slope of DRAFT10H:1V to permit safe access to the pit. 4. No specific closure actions are envisioned with regard to the ring dyke. Suralco to define O&M for the ring dyke; the natural outlets from the lake to the surrounding swamp are stable but will be subject to ongoing monitoring until

Annex II – Mine Rehabilitation Plan 10

Annex II Mine Rehabilitation Plan August 1, 2018

closure objectives have been met, consistent with the Environmental Remediation Agreement and its Annexes. 5. The spoil areas have become naturally re-vegetated and no further action is required based on the Mine Rehabilitation Standards 6. The former bauxite stockpile area will be re-graded to drain; the surface scarified; and barren areas will be covered with growth medium and re- vegetated as necessary. 7. Roads not required for pit access will be re-graded, ripped, covered with growth medium, and re-vegetated. 8. Monitoring will be as defined in the O&M plan. It should be noted that both the Kaimangrasie and Klaverblad/Rorac/Truly Hill/Rac-a- Rac mines have undergone site characterization and land use evaluation in accordance with the ICP. As stakeholder engagement has not been fully resolved. Suralco will proceed with stakeholder engagement, overseen by appointed Suriname representatives.

4. REHABILITATION MAROWIJNE DISTRICT In contrast to the areas in the Para, Wanica and Commewijne Districts, all of the disturbance in Marowijne District requires some element of re-grading and replanting as part of the rehabilitation. The process involves first identifying suitable topsoil materials; and then collecting the topsoil and amending it appropriately to serve as a vegetative layer atop the barren kaolin. After placement and amendment of topsoil, as required, contour ripping of the surface creates furrows that trap rainfall runoff and aids in reducing the potential for erosion. Enhancement of the topsoil is also done through harvesting of leaf litter and organic rich soil from nature, through previously disturbed forest areas within Suralco’s concessions in the vicinity. This has been shown to be very effective in expediting re-vegetation on disturbed areas. Care is taken to minimize the area of impact in these forest areas to avoid any irreversible impacts. In addition, Suralco employs a local nurseryman to cultivate a mix of approximately 60 – 100 native plant species that are especially well-suited to the region. Local labor will be employed for the actual area preparation and planting. Timing for earthmoving and planting will take into consideration wet and dry seasons to aid in guaranteeing the quality of work that will be performed as well as safety and cost efficiencies. Rehabilitation schedules can be impacted due to weather conditions. Consistent with section 2.2 for areas that Suralco and AMS have already rehabilitated, Suralco and AMS will provide Suriname with a Legacy Mine Rehabilitation Completion Report for the Wane area The bauxite mining areas in the Wane area have already been rehabilitated. The existing haul road and associated culverts in the Wane creek are left in place as infrastructure For the remaining areas still requiring rehabilitation a Plan is under development and Suralco will submit to Suriname in accordance with Section 2.2. If no viable land use options have been identified, for which specific Plans have been developed by the landowner, the areas will be rehabilitated back to natural conditions. There are unique challenges for rehabilitation/re-vegetation of mines in the Marowijne District. Suralco estimates that there are approximately 750 ha of disturbed land in Marowijne remaining that require active rehabilitation.DRAFT Previously rehabilitated areas, approximately 250 HA, which demonstrate stagnated growth are currently being treated with an additional leaf litter layer to introduce additional seed bank and in areas with erosion issues, the area is being reworked to fix drainage to prevent ongoing or future erosion Specific steps in rehabilitation of the hilltop mines in the Marowijne District include: Annex II – Mine Rehabilitation Plan 11

Annex II Mine Rehabilitation Plan August 1, 2018

 Clearing of vegetation on top of previously stored topsoil / overburden material  Landscaping and reshaping of the land areas to eliminate vertical walls and optimizing drainage  Excavation, transport, and spreading of topsoil / overburden material  Obtaining topsoil from remote sources, as needed  Collection and spreading of leaf litter from surrounding forest areas in case of low available seed bank  Collection and incorporation of organic rich sands onto the topsoiled area  Contour ripping after topsoil placement  Propagation of nursery stock  Soil amendment and planting of nursery stock (nominal 1600 saplings /ha) For Monitoring, Suralco will propose completion criteria in the specific closure plans, which will be the basis for post closure monitoring. The anticipated post closure monitoring for re-vegetation is anticipated to be five (5) years. 4.1. Proposed Schedule Suralco estimates the active rehabilitation will be completed over the next 3 years, with appropriate post-closure O&M thereafter to ensure that Mine Rehabilitation Standards are achieved. Suralco will establish completion criteria for the re-vegetation which will be used to ensure that Mine Rehabilitation Standards are achieved. For the remaining areas to be rehabilitated the closure plans, developed according to the ICP framework, will be available by end of August 2018.

DRAFT

Annex II – Mine Rehabilitation Plan 12

Annex II Mine Rehabilitation Plan August 1, 2018

DRAFT

Annex II – Mine Rehabilitation Plan 13

Annex II Mine Rehabilitation Plan August 1, 2018

Schedule 3(a) through 3(e)

3(a): Concessions not impacted by mining

Concession id/name 6 7 9 A Onverwacht C3 - Coermotibo C4 - Nassau C5 - Lely Gebergte C6 - Wintie Wai Gebergte C7 - Hok a Hing Gebergte Brownsberg

DRAFT

Annex II – Mine Rehabilitation Plan 14

Annex II Mine Rehabilitation Plan August 1, 2018

3(b) through 3(e) 3(b) 3(c) 3(d) 3(e) Have already undergone Have submitted Mines Status District No plan, granted prior to 1986 No plan, granted after 1986 rehabilitation rehabilitation plans Bushman Hill No Rehab Marowijne YES New Boon Rehabilitated Marowijne YES 7-Spades Rehabilitated Marowijne YES 7-Spades2 Rehabilitated Marowijne YES Swift Hill Rehabilitated Marowijne YES Pikien Gado Rehabilitated Marowijne YES Jones2A Rehabilitated Marowijne YES Jones2B Rehabilitated Marowijne YES Jones2 Rehabilitated Marowijne YES Jones3 Rehabilitated Marowijne YES Jones3A Rehabilitated Marowijne YES Jones1 Part Rehabilitated Marowijne YES Jones1C Rehabilitated Marowijne YES Jones1B Rehabilitated Marowijne YES Jones1D Rehabilitated Marowijne YES Begi Gado No Rehab Marowijne YES Tapira Rehabilitated Marowijne YES Ricanau Part Rehabilitated Marowijne YES Adjoema-2 No Rehab Marowijne YES Lobato-1 Rehabilitated Marowijne YES Wane2 Rehabilitated Marowijne YES Wane1 Rehabilitated Marowijne YES Madoekas Rehabilitated Marowijne YES Mokka-yard Rehabilitated Marowijne YES Adjoema-North Rehabilitated Marowijne YES Adjoema-Center Rehabilitated Marowijne YES Adjoema-3 Rehabilitated Marowijne YES Lobato-2 Rehabilitated Marowijne YES Lobato-3 Rehabilitated Marowijne YES Vijent Rehabilitated Marowijne YES Peto Hill Rehabilitated Marowijne YES Adjoema-4 Rehabilitated Marowijne YES Moengo South Rehabilitated Marowijne YES Gemerts-2 Hill Rehabilitated Marowijne YES Sunday Hill Rehabilitated Marowijne YES Lost Hill No Rehab Marowijne YES Haman Hill NOT MINED Marowijne Gemerts-1 Hill Rehabilitated Marowijne YES Wane 4 NOT MINED Marowijne Wane 3 NOT MINED Marowijne Tramming Yard Rehabilitated Marowijne YES RORAC No Rehab Commewijne YES KLAVERBLAD No Rehab Commewijne YES TRULY HILL No Rehab Commewijne YES KAAIMAN GRASIE No Rehab Commewijne YES CARAMACCA No Rehab Commewijne YES PARA No Rehab Para YES KANKANTRIE No Rehab Para YES LELYDORP I No Rehab Para LELYDORP III No Rehab Para LELYDORP II No Rehab Para ONORIBO III No Rehab Para No TOPIBO - DE VRIJHEID No Rehab Para No ONORIBO II No Rehab Para No OSEMBO No Rehab Para No ONORIBO I No Rehab Para No ONORIBO II No Rehab Para No ACCARIBO Rehabilitated Para YES ONORIBO IV No Rehab Para No DRAFT

Annex II – Mine Rehabilitation Plan 15

Annex II Mine Rehabilitation Plan August 1, 2018

Figure 1: ICP Decision Making Tree

DRAFT

Annex II – Mine Rehabilitation Plan 16

Annex II Mine Rehabilitation Plan August 1, 2018

Map 01 Concession overview

DRAFT

Annex II – Mine Rehabilitation Plan 17 Annex II Mine Rehabilitation Plan August 1, 2018

Map 02 Zoomed in overview of concessions

DRAFT

Annex II – Mine Rehabilitation Plan 18

Annex II Mine Rehabilitation Plan August 1, 2018

Map 03 Mining footprint Para / Wanica

DRAFT

Annex II – Mine Rehabilitation Plan 19 Annex II Mine Rehabilitation Plan August 1, 2018

Map 04 Mining footprint Commewijne

DRAFT

Annex II – Mine Rehabilitation Plan 20

Annex II Mine Rehabilitation Plan August 1, 2018

Map 05 Detailed overview Klayerblad / Rorac mine

DRAFT

Annex II – Mine Rehabilitation Plan 21

Annex II Mine Rehabilitation Plan August 1, 2018

Map 06 Overview of Marowijne mines

DRAFT

Annex II – Mine Rehabilitation Plan 22

Annex II Mine Rehabilitation Plan August 1, 2018

Map 07 Overview 1986 Mine Law concession in Para

DRAFT

Annex II – Mine Rehabilitation Plan 23 Annex II Mine Rehabilitation Plan August 1, 2018

Table 01 Overview Commewijne mines Infrastructure to Total Area (ha) COMMEWIJNE be handed over INFRASTRUCTURE 0

SPOIL AREAS TOTAL 176.6 Spoil Areas 108.8 Spoil Areas 19.6 Spoil Areas 17.1 Spoil Areas 31.1

DISTURBED AREAS TOTAL 438.5 Pit lake total (part of disturbed area) 256.1 Disturbed Area minus pit lakes 182.4

DETAIL INFORMATION Klaverblad Disturbed Areas 150.4 Pit Lake (part of disturbed area) 119 Spoil Areas 108.8 Subtotal 259.2 Rorac Disturbed Areas 60.3 Pit Lake (part of disturbed area) 21 Spoil Areas 19.6 Subtotal 79.9 Kaaiman Grasie Disturbed Areas 139.7 Pit Lake (part of disturbed area) 79.2 Spoil Areas 17.1 Subtotal 156.8 Caramacca Disturbed Areas 51.5 Pit Lake (part of disturbed area) 13.2 Spoil Areas 31.1 Subtotal 82.6 Truly Hill Disturbed Areas 36.6 Pit Lake (part of disturbed area) 23.7 Subtotal 36.6 DisturbedDRAFT + Spoil Areas 615.1

Annex II – Mine Rehabilitation Plan 24

Annex II Mine Rehabilitation Plan August 1, 2018

Table 02 Overview Para mines

PARA Total Area (ha)

INFRASTRUCTURE 311.87 LTI Haulroads 46.76 OVD 10.21 Staff Village 36.65 Dorp East 39 Other (long term infra) 36.02 TOTAL LTI 168.64 STI TOTAL STI (roads,building structure) 143.23

SPOIL AREAS TOTAL 2157.1

DISTURBED AREAS TOTAL (incl. pit lakes) 2495.87 Pit lake total 1386.58 Disturbed Area minus pit lakes 1109.29

DRAFT

Annex II – Mine Rehabilitation Plan 25

Annex II Mine Rehabilitation Plan August 1, 2018

Table 03 Details Para mines Accaribo Disturbed Area 183.82 Pit Lake (part of disturbed area) 170 Lelydorp III Disturbed Area 412.94 Pit Lake (part of disturbed area) 354 Lelydorp II Disturbed Area 285.81 Lelydorp I Disturbed Area 259.4 Pit Lake (part of disturbed area) 74 Osembo Disturbed Area 41.12 Pit Lake (part of disturbed area) 19.78 Onoribo I Disturbed Area : 102.08 Pit Lake (part of disturbed area) 21 Onoribo II Disturbed Area 71.67 Pit Lake (part of disturbed area) 42.1 Onoribo III Disturbed Area 53.05 Pit Lake (part of disturbed area) 50.4 De Vrijheid Disturbed Area 103.58 Para Disturbed Area 728.8 Pit Lake (part of disturbed area) 506.9 Kankantrie Disturbed Area 253.6 Pit LakeDRAFT (part of disturbed area) 148.4

Annex II – Mine Rehabilitation Plan 26

Annex II Mine Rehabilitation Plan August 1, 2018

Table 04 Marowijne mines OPEN AREA OPEN AREA MINES MINES ( - 2018MAY) ( - 2018MAY) 7-Spades 0 Jones3A 0 7-Spades2 0 Lobato-1 0 = ICP Adjoema-2 180 Lobato-2 0 Adjoema-3 0 Lobato-3 0 Adjoema-4 0 Lost Hill 6 Adjoema-Center 0 Madoekas 0 Adjoema-North 0 Moengo South 0 Adjoema-South 0 Mokka-yard 0 Begi Gado 225 New Boon 0 Bushman 44 Peto Hill 0 Gemerts 1 0 Pikien Gado 0 Gemerts 2 0 Ricanau 271 Haman Hill 0 Sunday Hill 0 Jones1 60 Swift Hill 0 Jones1A 0 Tapira 0 Jones1B 0 Tramming Yard 0 Jones1C 0 Vijent 0 Jones2 0 Wane 1 0 Jones2A 0 Wane 2 0 Jones2B 0 Wane 3 0 Jones3 0 Wane 4 0

OPEN AREA 786

DRAFT

Annex II – Mine Rehabilitation Plan 27

Annex II Mine Rehabilitation Plan August 1, 2018

Table 05 Completed Mines COMPLETED MINES DEEPSEATED MINES Rorac Truly Hill Accaribo Osembo Onoribo I Onoribo II Onoribo III

HILTOP MINES 7-Spades 7-Spades2 Adjoema-3 Adjoema-4 Adjoema-Center Adjoema-North Adjoema-South Gemerts 1 Gemerts 2 Haman Hill Jones1A Jones1B Jones1C Jones2 Jones2A Jones2B Jones3 Jones3A Lobato-1 Lobato-2 Lobato-3 Madoekas Moengo South Mokka-yard New Boon Peto Hill Pikien Gado Sunday Hill Swift Hill Tapira Tramming Yard Vijent DRAFT Wane 1 Wane 2 Wane 3

Annex II – Mine Rehabilitation Plan 28 Annex II Mine Rehabilitation Plan August 1, 2018

Wane 4

Table 06 Mines with Closure plan developed MINES WITH CLOSURE PLAN DEEPSEATED MINES Caramaca Kaiman Grasi Klaverblad Rorac Truly Hill Lelydorp 3 Lelydorp 2

HILTOP MINES Peto Hill

Table 07 Mines without Closure plan MINES WITHOUT CLOSURE PLAN DEEPSEATED MINES Para mine Kankantrie Mine

HILTOP MINES Ricanau Begi Gado Adjoema 2 Bushman / lost Hill Jones 1 DRAFT

Annex II – Mine Rehabilitation Plan 29 Agreed form final draft 22 August, 2018

Annex C Suralco Power Purchase Agreement

[To be attached separately.]

DRAFT

Framework Agreement Annex C Agreed form final draft of 22 August, 2018 Agreed form final draft 22 August, 2018

D R A F T

SURALCO POWER PURCHASE AGREEMENT

BY AND AMONG

THE REPUBLIC OF SURINAME

AND

SURINAME ALUMINUM COMPANY, L.L.C.

DRAFT[DATE], 2018 TABLE OF CONTENTS

Page

1 REFERENCES ...... 2 2 ELECTRIC ENERGY TO BE PROVIDED ...... 4 3 ENERGY RATES, AND OTHER CHARGES ...... 5 4 BILLING ...... 5 5 CURTAILMENTS AND SUBSTITUTE ENERGY ...... 5 6 TERM, TERMINATION OF SERVICE AND EARLY TERMINATION ...... 6 7 MISCELLANEOUS ...... 6

SCHEDULES TO SURALCO POWER PURCHASE AGREEMENT

Schedule 1 – Clause 2.3 Delivery Points

Schedule 2 – Clause 3 Rate

DRAFT

Suralco Power Purchase Agreement -i- Agreed form final draft of 22 August, 2018

Agreed form final draft 22 August, 2018

THIS SURALCO POWER PURCHASE AGREEMENT, is entered into as of [date] (collectively, with the Schedules hereto, the "Suralco Power Purchase Agreement"),

BY AND AMONG:

(1) the Republic of Suriname, a sovereign state, represented by the Minister of Natural Resources ("Suriname"); en

Suriname and Suralco are sometimes referred to herein collectively as the "Parties" and each individually as "Party".

WHEREAS:

(A) The Parties are entering into this Suralco Power Purchase Agreement in connection with that certain Framework Agreement, dated as of the date hereof (the "Framework Agreement"). The Framework Agreement relates to:

(i) the termination of the Brokopondo Agreement, the transfer of the Afobaka Hydroelectric Works Assets and the Afobaka Hydroelectric Works Liabilities and interim undertakings for the period between the date of the Framework Agreement and the Transfer Date; (ii) the performance of certain environmental remediation, rehabilitation and environmental clean-up activities by Suralco; (iii) the termination of the mining concessions granted pursuant to or in accordance with the Brokopondo Agreement, ancillary documents thereto and any other ‘concession’ documentation and residual obligations in accordance with the terms of the Framework Agreement; and (iv) the termination of the 1966 Agreement Concerning the Delivery of Electrical Energy and the 1999 Energy Agreement, and execution of that certain Suriname Power Purchase Agreement and that certain Suralco Power Purchase Agreement.

(B) In order to complete decommissioning, closure, remediation and reclamation activities at Suralco’s facilities located in Suriname (the "Paranam Refinery"), Suriname is willing to provide Energy to Suralco pursuant to this Suralco Power Purchase Agreement.

1 REFERENCES 1.1 DefinitionsDRAFT The following terms shall have the meanings following thereafter:

Suralco Power Purchase Agreement Page 1 of 11 Agreed form final draft of 22 August, 2018 Agreed form final draft 22 August, 2018

"Billing Period" means a period of approximately thirty (30) days, beginning on the first day of each month and ending on the last day of each month;

"Business Day" means a day (other than a Saturday or Sunday) on which banks are open for normal business in the Netherlands and Suriname;

"Contract Demand" means the Energy to be delivered to Customer during the Initial Period and the Subsequent Period;

"Customer" has the meaning as set forth in the preamble to this Suralco Power Purchase Agreement;

"Delivery Point" has the meaning as set forth in Clause 02.3;

"Dispute" has the meaning set forth in Clause 7.14.

"Energy" means power and energy delivered to Customer by Suriname in accordance with this Suralco Power Purchase Agreement.

"Framework Agreement" has the meaning set forth in Recital (A);

"Initial Period" has the meaning set forth in Clause 2.1(a);

"Initial Period Contract Demand" has the meaning set forth in Clause 2.1(a);

"Notice" has the meaning set forth in Clause 7.1(a) to this Suralco Power Purchase Agreement;

"Paranam Refinery" has the meaning set forth in Recital (B);

"Rate" has the meaning set forth in Clause 03 to this Suralco Power Purchase Agreement;

"Representative" means any director, officer, employee, advisor, accountant or other agent of the Party and/or Affiliates concerned;

"Subsequent Period" has the meaning as set forth in Clause 2.1(b);

"Subsequent Period Contract Demand" has the meaning set forth in Clause 2.1(b);

"Suralco" has the meaning set forth in the preamble to this Suralco Power Purchase Agreement;DRAFT "Suralco Power Purchase Agreement" has the meaning set forth in the preamble to this Suralco Power Purchase Agreement;

"Suriname" has the meaning set forth in the preamble to this Suralco Power Purchase Agreement;

Suralco Power Purchase Agreement Page 2 of 11 Agreed form final draft of 22 August, 2018 Agreed form final draft 22 August, 2018

"Transfer Date" has the meaning set forth in the Framework Agreement;

"Subsequent Period" has the meaning as set forth in Clause 2.1(b); and

"USD" means United States Dollars.

1.2 Capitalized Terms

Capitalized terms used in this Suralco Power Purchase Agreement (including in the preamble to this Suralco Power Purchase Agreement and Recitals above), that are not set forth in Clause 1.1 shall have the meaning set forth in the Framework Agreement.

1.3 Rules of Construction

(b) Document format. The provision of a table of contents, the division into Clauses and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Suralco Power Purchase Agreement. All references herein to the terms "Clause", "Schedule" and "Annex" are references to the Clauses, Schedules and Annexes to this Suralco Power Purchase Agreement unless otherwise specified.

(c) Recurring words. The words "include", "includes", "including" and words of similar import when used in this Suralco Power Purchase Agreement mean "including, without limitation" unless otherwise specified. The words "hereof", "herein", "hereby", "hereto", and derivative or similar words when used in this Suralco Power Purchase Agreement refer to this entire Suralco Power Purchase Agreement, including the Schedules and Annexes, and not to any particular provision of this Suralco Power Purchase Agreement. The term "any" means "any and all". The term "or" shall not be exclusive and shall mean "and/or". The word "extent" in the phrase "to the extent" shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply "if".

(d) References to Person. References to any Person include such Person's successors and permitted assigns.

(e) References to Law. References to "applicable" Law or Laws with respect to a particular Person, thing or matter mean only such Law or Laws as to which Government Authority that enacted or promulgated such Law or Laws has jurisdiction over such Person, thing or matter. Unless otherwise expressly provided herein, references to any statute, rule, regulation or form, including in the definition thereof, shall be deemed to include references to such statute, rule, regulation or form as amended, modified, supplemented or replaced from time to time, and in the case of any statute include any rules and regulations promulgated under such statute, and all references to any section of any statute, rule, regulation or form include any successor DRAFTto such section. (f) Calculating period of time. When calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Suralco Power Purchase Agreement, the date that is referenced in the beginning or at the end of the calculation of such period will be excluded; if the last day of any period

Suralco Power Purchase Agreement Page 3 of 11 Agreed form final draft of 22 August, 2018 Agreed form final draft 22 August, 2018

referenced herein is a non-Business Day, the period in question will end on the next succeeding Business Day.

(g) Reference to days and writing. References to "days" mean calendar days unless Business Days are expressly specified. References to "written" or "in writing" include in electronic form.

(h) Take all reasonable actions necessary. Whenever this Suralco Power Purchase Agreement refers to "take all reasonable action necessary" or similar terms, this means that each relevant Party shall grant powers of attorney, execute documents, take all (other) lawful steps that are within its power and use all voting rights and other powers of control available to it, including instructing its Representative(s), nominee(s) or designee(s), as the case may be, on each board meeting and on any committee to take any and all reasonable action within its power to procure the relevant matter.

2 ELECTRIC ENERGY TO BE PROVIDED

2.1 Contract Demand

Subject to Clauses 5.1 and 5.2,

(a) Commencing on the Transfer and continuing until the fifth (5th) anniversary of the Transfer ("Initial Period"), Suriname shall make available to Customer 2.5 MW hours each hour ("Initial Period Contract Demand"). During the Initial Period, Energy will be available to the Customer at all times except for limitations as provided in this Suralco Power Purchase Agreement; and

(b) From the conclusion of the Initial Period until the tenth (10th) anniversary of the Transfer ("Subsequent Period"), Suriname shall make available to Customer 1 MW hours each hour ("Subsequent Period Contract Demand"). Energy will be available at all times during the Subsequent Period except for limitations as provided in this Suralco Power Purchase Agreement.

2.2 Priority

Customer will have first priority to receive up to 2.5 MW hours each hour during the Initial Period and 1 MW hours each hour during the Subsequent Period.

2.3 Delivery Points

For the purpose of this Suralco Power Purchase Agreement, Energy shall be deemed to be offered and delivered when Suriname is able to supply Energy and transmit it to its designated points of interconnection as described in Schedule 1 ("Delivery Points").

2.4 Relocation of Delivery Points, Transformers and Other Facilities

At the Customer’s request, Suriname shall cooperate with Customer in any relocation of the deliveryDRAFT point or installation of transformers or other related facilities servicing the Paranam Refinery that Customer deems necessary. The costs of any such relocation or installation shall be the responsibility of Customer. Suriname will provide the Customer an estimate of their costs to cooperate in any such relocation or installation prior to commencing any work or making any purchases of equipment and materials.

2.5 Scheduling

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For planning purposes only, by the 15th day of each month during the Initial Period and Subsequent Period, Customer will notify Suriname of Customer's anticipated Contract Demand for the following calendar month. Suriname will make available Customer's Contract Demand in accordance with Customer's schedule. In the event that Contract Demand changes once the schedule has been sent by Customer, the Parties agree to work together to best accommodate changes in Contract Demand.

2.6 Metering

The Customer’s Energy consumption will be metered at the Delivery Point(s) using Customer's meters. Suriname and Customer shall cooperate with respect to the transfer of ownership of Equipment, as defined in the Afobaka Hydroelectric Works Transfer and Execution Agreement, including meters, to Suriname and their subsequent relocation to Suriname’s premises, such relocation and transfer being at the reasonable cost and expense of Customer.

3 ENERGY RATES AND OTHER CHARGES

Energy will be sold to Customer at rates provided in Schedule 2 attached hereto (the "Rate"). No additional charge, cost or expense of any type, including but not limited to any tax, transmission cost, or assessment, will be added to the Rate without Customer's prior express written consent.

4 BILLING

4.1 Invoices

Suriname will invoice Suralco on or before the twentieth (20th) calendar day of each month during the Initial Period and Subsequent Period for Energy consumed by Suralco in the previous month, calculated according to the metering as described in Clause 2.6.

4.2 Payment

Payment of invoices shall be due within 30 days of the date of the relevant invoice. Payment of invoices shall be in USD and paid as directed on relevant invoice.

5 CURTAILMENTS AND SUBSTITUTE ENERGY

5.1 Energy

During the Initial Period, if emergency conditions cause the power generating units within Suriname to produce energy below normal levels, Suriname shall notify Customer, in writing, as soon as reasonably practicable. Upon such notice Suriname may nominate 8 hours each day, for a period of 30 consecutive days, whereby Suriname may reduce Initial Period Contract Demand to no less than 1MW; however, Suriname will provide Energy to meet full Initial Period Contract Demand for the remaining 16 hours each day during such period. If emergency conditions effecting power generation continue after the 30-day period, Suriname may nominate 8 hours each day, for a period of 90 consecutive days, whereby Suriname may reduceDRAFT Initial Period Contract Demand to no less than 1.5MW; however, Suriname will provide Energy to meet Initial Period Contract Demand for the remaining 16 hours each day during such period. Upon expiration of the 90-day period, Customer will be entitled to receive, and Suriname will provide Energy up to 2.5MW each hour and Suriname and Suriname may not again reduce or curtail Initial Period Contract Demand in accordance with this Clause 5.1 for a period of 12 consecutive months.

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5.2 During the Subsequent Period, if emergency conditions cause the power generating units within Suriname to produce energy below normal levels, Suriname shall notify Customer, in writing, as soon as reasonably practicable. Upon such notice Suriname may nominate 8 hours each day, for a period of 30 consecutive days, whereby Suriname may reduce scheduled Subsequent Period Contract Demand to no less than .75MW; however, Suriname will provide Energy to meet full Subsequent Period Contract Demand for the remaining 16 hours each day during such period. If emergency conditions effecting power generation continue after the 30- day period, Suriname may nominate 8 hours each day, for a period of 90 consecutive days, whereby Suriname may reduce Subsequent Period Contract Demand to no less than .75MW; however, Suriname will provide Energy to meet full Subsequent Period Contract Demand for the remaining 16 hours each day during such period. Upon expiration of the 90-day period, Customer will be entitled to receive, and Suriname will provide Energy up to 1MW each hour and Suriname may not again reduce or curtail Subsequent Period Contract Demand in accordance with this section for a period of 12 consecutive months.

5.3 Additional Energy

Upon restart of the power generating assets to normal levels after an emergency condition in accordance with Clause 5.1 and 5.2, Suriname will, at Customer's option provide Customer additional Energy in an amount equal to the amount Customer would have consumed during any curtailment of Energy for a period of 30 days.

6 TERM, TERMINATION OF SERVICE AND EARLY TERMINATION

6.1 Term

Service under this Suralco Power Purchase Agreement shall commence on the Transfer and continue until the conclusion of the Subsequent Period.

6.2 Termination

Customer may, for any reason, terminate this Suralco Power Purchase Agreement upon thirty days (30) written notice to Suriname.

7 MISCELLANEOUS

7.1 Notices

(a) Form. Whenever it is provided herein that any notice, demand, request, consent, approval, declaration or other communication shall or may be given to or served upon either Party by the other Party, or whenever either Party desires to give or serve upon the other Party any communication with respect to this Suralco Power Purchase Agreement, each such notice, demand, request, consent, approval, declaration or other communication (each a "Notice") shall be in writing and signed by or on behalf of the Party giving it.

(b) Service. Any Notice shall be served by: (i) delivering it by hand or sending it to the address of a Party set forth in this Clause 7.1(b) or to such other address as may be DRAFTsubstituted by Notice given by the applicable Party as herein provided: to Suralco:

Alcoa World Alumina L.L.C. 201 Isabella Street Pittsburgh, PA 15212

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United States of America Attention: General Counsel Facsimile: +1-412-992-5440 Email: [email protected]

with a copy to (which shall not constitute Notice to Suralco):

Jones Day (Amsterdam office) Concertgebouwplein 20 1071 LN Amsterdam the Netherlands Attention: Mr. M. Jansen Facsimile: +31 (0) 20 305 4201 Email: [email protected]

to Suriname:

The Minister of Natural Resources Mr. J.C. de Mirandastraat 13-15 Paramaribo, Suriname Facsimile: [fax number] Email: [email address]

with a copy to (which shall not constitute Notice to Suriname):

[details to be included] Attention: [name] Facsimile: [fax number] Email: [email address]; or

(ii) sending it by email in accordance with Clause 7.1(d), in each case marked for the attention of the relevant Party set out in this Clause 7.1(b) (or as otherwise notified from time to time in accordance with this Clause 7.1(b)).

(d) Notices sent by email. Any Notice which may be given under this Suralco Power Purchase Agreement may instead be sent by email if: (i) the method of signature or sign-off identifies the sender; (ii) the Notice is signed by the Party or where the Party DRAFTis a company, by an authorized representative of the Party; and (iii) the Notice is sent to the email address of the relevant Party set out in Clause 7.1(b), or as otherwise notified from time to time in accordance with Clause 7.1(d). A Notice sent under this Clause 7.1(d) will be taken to be duly given on the first to occur of: (i) receipt by the sender of an email acknowledgment from the recipient's information system showing that the Notice has been delivered to the stated email address; (ii) the time that the

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Notice enters an information system which is under the control of the recipient; and (iii) the time that the Notice is first opened or read by an employee or officer of the recipient, provided that in each case where delivery by email occurs after 6:00 P.M. on a Business Day or on a day which is not a Business Day, service shall be deemed to have occurred at 9:00 A.M. on the following Business Day

7.2 Language

A Dutch translation of this Suralco Power Purchase Agreement has been provided. In the event of a conflict between the English version and the Dutch version of this Suralco Power Purchase Agreement, the English version shall prevail.

7.3 Conflict with Framework Agreement

Parties hereby agree that if and to the extent that this Suralco Power Purchase Agreement conflicts with the provisions of the Framework Agreement, the Framework Agreement shall prevail. The Parties shall ensure that at the first request of any Party, each Party shall take all further steps as necessary or required to amend the provisions of this Suralco Power Purchase Agreement to ensure that the provisions of the Framework Agreement shall prevail.

7.4 Amendments and Modifications; Waivers

(a) No amendment, modification or variation of any provision of this Suralco Power Purchase Agreement shall in any event be effective except by written agreement making specific reference to the applicable provision to be amended, modified or varied, in each case duly executed by each Party.

(b) The failure of either Party, at any time or times, to require strict performance by the other Party of any provision of this Suralco Power Purchase Agreement shall not waive, affect or diminish any right of such Party thereafter to demand strict compliance and performance herewith and no failure or delay by a Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. Any suspension or waiver of any provision of this Suralco Power Purchase Agreement shall not suspend, waive or affect any other provision of this Suralco Power Purchase Agreement whether the same is prior or subsequent thereto. None of the undertakings, agreements, representations, warranties or covenants of either Party contained in or contemplated by any other provision of this Suralco Power Purchase Agreement shall be deemed to have been suspended or waived by the other Party, unless such waiver or suspension is by an instrument in writing signed by an officer of or other authorized employee of such Party and directed to the other Party specifying such suspension or waiver.

7.5 Further Assurances

At any time and from time to time after the date of this Suralco Power Purchase Agreement, Parties agree to take all reasonable actions necessary, and at the request of any other Party, to execute and deliver any further instruments or documents and to take all such further action as the otherDRAFT Party may reasonably request in order to evidence or effectuate the consummation of the transactions contemplated hereby and to otherwise carry out the intent of the Parties hereunder.

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7.6 Fees and Expenses

Except as otherwise expressly provided in this Suralco Power Purchase Agreement, each Party shall bear its own fees and expenses incurred in connection with the matters described herein and therein, including fees and expenses of financial, legal and accounting advisors and other outside consultants (irrespective of when incurred).

7.7 Successors and Assigns; Assignment

This Suralco Power Purchase Agreement shall be binding on and shall inure to the benefit of and be enforceable by the Parties and their respective successors and permitted assigns. Except as otherwise provided herein, (a) neither Party may assign, transfer, hypothecate, novate, mortgage, charge or otherwise convey its rights, benefits, obligations or duties hereunder without the prior written consent of the other Party; (b) any such purported assignment, transfer, hypothecation, novation, mortgage, charge or other conveyance by either Party without the prior written consent of the other Party shall be void ab initio; and (c) no assignment permitted or consented to hereby shall release either Party from any liability under this Suralco Power Purchase Agreement unless expressly provided for in such consent.

Notwithstanding the above, Suralco shall be entitled to assign this Suralco Power Purchase Agreement to any affiliated company at its sole discretion. In the event of an assignment by Suralco to an affiliated company, it shall notify Suriname within fourteen (14) Business Days of such assignment.

7.8 Counterparts; Effectiveness

This Suralco Power Purchase Agreement may be executed in any number of separate counterparts, each of which shall collectively and separately constitute one and the same agreement. An executed counterpart delivered electronically (including by email or facsimile) shall be an original, with the same effect as an executed counterpart delivered in person. This Suralco Power Purchase Agreement shall become effective when each Party shall have received a counterpart hereof signed by the other Party.

This Suralco Power Purchase Agreement has been drawn up in both the Dutch and English language, each of which shall collectively and separately constitute one and the same agreement. In the event of a conflict between the English version and the Dutch version of this Suralco Power Purchase Agreement, the Dutch version shall prevail.

7.9 Entire Agreement

This Suralco Power Purchase Agreement and its Schedules collectively constitute and contain the entire agreement and understanding between the Parties with respect to the subject matter hereof and thereof and supersede all prior correspondence, agreements, understandings, negotiations and contracts, both written and oral, express or implied, between the Parties with respect to the subject matter hereof and thereof. No representation, warranty, promise, inducement or statement of intention has been made by either Party that is not embodied in this Suralco Power Purchase Agreement, and neither Party shall be bound by, or liable for, any alleged representation, warranty, promise, inducement or statement of intention not embodiedDRAFT herein or therein. Each Party represents and agrees that: (a) it did not rely on any statement, oral or written, that is not contained in this Suralco Power Purchase Agreement in making its decision to execute this Suralco Power Purchase Agreement; (b) any drafts of this Suralco Power Purchase Agreement existing before the final fully executed drafts shall not be used for purposes of interpreting any provision of this Suralco Power Purchase Agreement; and (c) neither Party nor any other Person shall make any claim, assert any defense or

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otherwise take any position inconsistent with the foregoing in connection with any Dispute or proceeding among any of the foregoing or for any other purpose.

7.10 Severability

If any provision of this Suralco Power Purchase Agreement, or the application thereof to any Person, place or circumstance, shall be held by a court of competent jurisdiction to be invalid, unenforceable or void as a matter of law or public policy, the remainder of this Suralco Power Purchase Agreement and such provisions as applied to other Persons, places and circumstances shall remain in full force and effect so long as, after excluding the portion deemed to be invalid, unenforceable or void, the economic or legal substance of the transactions contemplated by this Suralco Power Purchase Agreement is not affected in any manner materially adverse to any Party. Upon such determination that any term or other provision is invalid, unenforceable or void, the Parties shall negotiate in good faith to modify this Suralco Power Purchase Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated to the greatest extent practicable in substantially the same manner as originally set forth at the later of the date this Suralco Power Purchase Agreement was executed or last amended.

7.11 Cumulative Remedies

Except to the extent set forth otherwise in this Suralco Power Purchase Agreement, all remedies under this Suralco Power Purchase Agreement expressly conferred upon a Party will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by Law upon such Party, and the exercise by a Party of any one remedy will not preclude the exercise of any other remedy.

7.12 Full and final discharge

Upon fulfillment of all obligations under this Suralco Power Purchase Agreement, each Party shall grant full and final discharge to the other Party and shall waive any and all claims, rights, causes of action, losses, costs, expenses or liabilities in relation to, any matter, cause, event, fact or circumstance, whether known or unknown and whether based on statute or other Law, including Environmental Laws, it may have against the other Party or any of its Affiliates that exceeds the obligations set forth in this Suralco Power Purchase Agreement.

7.13 Governing Law

In all respects, this Suralco Power Purchase Agreement and any Dispute shall be governed by, and construed and enforced in accordance with the Laws of the Netherlands.

7.14 Dispute Resolution

(a) General Provisions. The Parties shall use commercially reasonable efforts to settle amicably any and all disputes, controversies or claims (whether sounding in contract, tort, common law, statutory law, equity or otherwise) arising out of or relating to this Suralco Power Purchase Agreement, including any question regarding its existence or DRAFTscope, the meaning of its provisions, or the proper performance of any of its terms by either Party, or its breach, termination or invalidity (each such dispute, controversy or claim, a "Dispute"). Except as otherwise expressly provided herein, any Dispute shall be resolved in accordance with the procedures set forth in this Clause 7.14.

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(b) Arbitration. Save as otherwise set out in this Suralco Power Purchase Agreement, any Dispute arising out of or in connection with this Suralco Power Purchase Agreement (including questions in respect of the authority of the arbitrators) shall be finally settled by arbitration in accordance with the rules of The Netherlands Arbitration Institute (Nederlands Arbitrage Instituut). The arbitral tribunal shall be composed of three arbitrators appointed in accordance with those rules. The place of the arbitration will be The Hague, the Netherlands. The language of the arbitration shall be English. The arbitrators shall decide according to the principles and rules of law as dictated by Clause 7.14. The arbitral tribunal will not act as amiables compositeurs or ex aequo et bono.

(c) The Parties agree that any Disputes resolved pursuant to this Clause 7.14 are commercial in nature with no deference given to any party, including matters involving Environmental Laws, remediation, reclamation or rehabilitation. The Parties agree to be bound by any award or order resulting from arbitration conducted hereunder. The Parties agree that in the context of an attempt by either Party to enforce an arbitral award or order, any defenses relating to any other Party's capacity or the validity of this Suralco Power Purchase Agreement or any related agreement under any Law are waived. Any judgment on an award or order resulting from an arbitration conducted under this Clause 7.13 may be entered and enforced in any court, in any country, having jurisdiction over either Party or their assets. To the extent that any Party hereto has or hereafter may acquire any immunity from jurisdiction of any court or arbitration forum or from any arbitration or legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each such Party hereby irrevocably (i) waives such immunity in respect of its obligations with respect to this Suralco Power Purchase Agreement, and (ii) submits to the personal jurisdiction of any court or arbitration forum made reference to in this Suralco Power Purchase Agreement.

(d) Costs. Each Party shall bear its own fees and expenses, including fees and expenses of financial and legal advisors and other outside consultants, in connection with Parties trying to resolve Disputes in accordance with this Clause 7.14.

(e) Proceedings Confidential. Except to the extent necessary to enforce any arbitral award, to enforce other rights of the Parties, as required by applicable Law or the applicable rules of any stock exchange, each Party shall ensure that it and its Affiliates, and all of their respective Representatives and expert witnesses, shall maintain as confidential the existence of the arbitration proceedings, the arbitral award, all filings and submissions exchanged or produced during the arbitration proceedings and briefs, memorials, witness statements or other documents prepared in connection with such arbitration; provided, however, that a Party may disclose such information to its Affiliates and all of its and its Affiliates' respective Representatives and expert witnesses; it being understood that such Affiliates and Representatives will be informed of the confidential nature of the existence of any such arbitration proceedings, arbitral award, filings and submissions, briefs, memorials, witness statements and other documents and will be directed to treat the DRAFTforegoing as confidential in accordance with the terms of this Suralco Power Purchase Agreement and each Party will be responsible for the compliance by its Affiliates and its and their respective Representatives and expert witnesses with this Clause 7.14(e). This Clause 7.14(e) shall survive the termination of the arbitral proceedings.

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(f) Privilege. Legal professional privilege, including privileges protecting attorney-client communications and attorney work product of each Party from disclosure or use in evidence, as recognized by applicable Laws governing each Party's relationship with its counsel, including in-house counsel, shall apply to and be binding in any arbitration proceeding under this Clause 7.14.

[Signature page to follow.]

DRAFT

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IN WITNESS WHEREOF, this Suralco Power Purchase Agreement has been duly executed and delivered as of the date first above written.

THE REPUBLIC OF SURINAME

By: Name Title

SURINAME ALUMINUM COMPANY, L.L.C.

By: Name Title

DRAFT

Suralco Power Purchase Agreement Signature Page Agreed form final draft of 22 August, 2018 Agreed form final draft 22 August, 2018

Schedule 1 – Clause 2.3 Delivery Points

Switchyard Paranam.

DRAFT

Suralco Power Purchase Agreement Schedule 1 Agreed form final draft of 22 August, 2018 Agreed form final draft 22 August, 2018

Schedule 2 – Clause 3 Rate

Customer will be billed a rate per MW hour as consumed by Customer, which rate is the average rate per MW hour over the three years prior to entering into this Suralco Power Purchase Agreement (being the average of: 2017 – US $53.15, 2018 – US $56.55 and 2019 – US $ 59.95). The rate per MW hour per this Schedule 2 will be adjusted each year for US inflation starting January 1, 2020. The Rate includes all fees, charges and taxes payable by Customer for the Energy provided in accordance with this Suralco Power Purchase Agreement.

DRAFT

Suralco Power Purchase Agreement Schedule 2 Agreed form final draft of 22 August, 2018 Agreed form final draft 22 August, 2018

Annex D Suriname Power Purchase Agreement

[To be attached separately.]

DRAFT

Framework Agreement Annex D Agreed form final draft of 22 August, 2018 Agreed form final draft 22 August, 2018

D R A F T

SURINAME POWER PURCHASE AGREEMENT

BY AND AMONG

THE REPUBLIC OF SURINAME

AND

SURINAME ALUMINUM COMPANY, L.L.C.

DRAFT[DATE], 2018

TABLE OF CONTENTS

Page

1 REFERENCES ...... 1 2 TERMINATION OF PRIOR AGREEMENTS ...... 2 3 ELECTRIC ENERGY TO BE PROVIDED ...... 2 4 ENERGY RATES, AND OTHER CHARGES ...... 3 5 BILLING ...... 3 6 LIMITATION OF LIABILITY ...... 3 7 TERM AND TERMINATION OF SERVICE ...... 4 8 MISCELLANEOUS ...... 4

SCHEDULES TO SURINAME POWER PURCHASE AGREEMENT

Schedule 1 – Clause 3.4 Delivery Points

Schedule 2 – Clause 4 Rate

DRAFT

Suriname Power Purchase Agreement -i- Agreed form final draft of 22 August, 2018 Agreed form final draft 22 August, 2018

THIS SURINAME POWER PURCHASE AGREEMENT, is entered into as of [date] 2018 (collectively, with the Schedules hereto, the "Suriname Power Purchase Agreement"),

BY AND AMONG:

(1) the Republic of Suriname, a sovereign state, represented by the Minister of Natural Resources ("Suriname"); and

Suriname and Suralco are sometimes referred to herein collectively as the "Parties" and each individually as "Party".

WHEREAS:

(A) The Parties are entering into this Suriname Power Purchase Agreement in connection with that certain Framework Agreement, dated as of the date hereof (the "Framework Agreement"). The Framework Agreement relates to:

(i) the termination of the Brokopondo Agreement, the transfer of the Afobaka Hydroelectric Works Assets and the Afobaka Hydroelectric Works Liabilities and interim undertakings for the period between the date of this Framework Agreement and the Transfer Date; (ii) the performance of certain environmental remediation, rehabilitation and environmental clean-up activities by Suralco and AMS; (iii) the termination of the mining concessions granted pursuant to the Brokopondo Agreement, ancillary documents thereto, the Mine Act of 1986 (SB 1986 No 28) and any other ‘concession’ documentation and residual obligations in accordance with the terms of this Framework Agreement; and (iv) the termination of the 1966 Agreement Concerning the Delivery of Electrical Energy and the 1999 Energy Agreement, and execution of that certain Suriname Power Purchase Agreement and that certain Suralco Power Purchase Agreement. (B) Until the Transfer, Suriname wishes to purchase electricity from Suralco and therefore Parties intend to enter into this Suriname Power Purchase Agreement for the sale of Energy by Suralco to Suriname.

1 REFERENCES

1.1 Definitions The followingDRAFT terms shall have the meanings following thereafter: "Billing Period" means a period of approximately thirty (30) days, beginning on the first calendar day of each month and ending on the last calendar day of each month;

"Contract Demand" has the meaning set forth in Clause 3.1;

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"Delivery Point" has the meaning set forth in Clause 3.4;

"Energy" means power and energy delivered to Suriname by Suralco in accordance with this Suriname Power Purchase Agreement;

"Framework Agreement" has the meaning set forth in Recital (A);

"Rate" has the meaning set forth in Clause 4;

"Suralco" has the meaning set forth in the preamble to this Suriname Power Purchase Agreement;

"Suriname" has the meaning set forth in the preamble to this Suriname Power Purchase Agreement;

"Term" has the meaning set forth in Clause 7.1; and

"USD" means United States Dollars.

1.2 Capitalized Terms

Capitalized terms used in this Suriname Power Purchase Agreement (including in the preamble to this Suriname Power Purchase Agreement and Recitals above), that are not set forth in Clause 1.1 shall have the meaning set forth in the Framework Agreement.

1.3 Rules of Construction

The rules of construction included in Clause 1.3 of the Framework Agreement shall apply mutatis mutandis to this Suriname Power Purchase Agreement.

2 TERMINATION OF PRIOR AGREEMENTS

Upon Execution of this Suriname Power Purchase Agreement, that certain Energy Agreement dated September 16, 1999, and that certain Agreement Concerning the Delivery of Electrical Energy dated November 21, 1966, by and between Suralco and Suriname are hereby terminated.

3 ELECTRIC ENERGY TO BE PROVIDED

3.1 Contract Demand

Suriname will purchase all available Energy produced at the Afobaka Hydroelectric Works prior to securing energy from alternatives sources.

Throughout the Term, Suriname will notify and update Suralco as to Suriname’s demand for Energy and Suralco will make reasonable efforts to operate the Afobaka Hydroelectric Works to meet Suriname’s demand ("Contract Demand"). 3.2 ContractDRAFT Energy As of the date of the Framework Agreement, Suralco will make best efforts to deliver on average 80 MW of power each hour, during the Term.

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3.3 Energy Dispatch

Suralco and Suriname will work together, in accordance with prudent utility practices, to deliver and transmit the Energy to Suriname.

3.4 Delivery Points

For the purpose of this Suriname Power Purchase Agreement, Energy shall be deemed to be offered and delivered when Suralco is able to supply Energy and transmit it to its designated points of interconnection as described in Schedule 1 ("Delivery Point").

3.5 Relocation of Delivery Points, Transformers and Other Facilities

Suralco and Suriname shall cooperate in any relocation of the Delivery Point as reasonably needed. The costs of any such relocation or installation shall be the responsibility of Suriname.

3.6 Metering

The Energy consumption of Suriname will be metered at the Delivery Point(s) using Suralco's meters in accordance with prudent utility practices. Suralco and Suriname shall cooperate in any relocation of metering as reasonably needed.

4 ENERGY RATES, AND OTHER CHARGES

Energy will be sold to Suriname at rates provided in Schedule 2 attached hereto ("Rate").

5 BILLING

5.1 Invoices

Suralco will invoice Suriname on or before the twentieth (20th) calendar day of the month for Energy consumed by Suriname in the previous month, calculated using the metering as described in Clause 3.6.

5.2 Payment

Payment of invoices shall be due within thirty (30) days of the date of the relevant invoice. Payment of invoices shall be in USD and paid as directed on relevant invoice.

5.3 Taxes

The provisions of the Brokopondo Agreement and ancillary documentation thereto shall continue to apply with respect to any taxes applicable to the delivery by Suralco of Energy and the other services as set forth in this Suriname Power Purchase Agreement, for which purpose the relevant provisions of the Brokopondo Agreement and ancillary documentation are deemed to be incorporated in this Suriname Power Purchase Agreement. 6 LIMITATIONDRAFT OF LIABILITY If any conditions cause the Afobaka Hydroelectric Works power generating units to deliver Energy below the contract energy set forth in Clause 3.2, Suralco shall notify Suriname, in writing, as soon as reasonably practicable. Suralco makes no representations or warranties regarding the sale, delivery or availability of Energy, whether express or implied. After Energy has been delivered in accordance with the terms herein, Suralco will not be responsible for any damage or injury caused by the Energy.

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7 TERM AND TERMINATION OF SERVICE

7.1 Term

This Suriname Power Purchase Agreement shall commence on the date of the Framework Agreement and continue until the Transfer (the "Term"), unless otherwise terminated in accordance with the terms contained herein.

7.2 Transfer Date

Notwithstanding Clause 7.1, if the Transfer has not occurred on the Transfer Date, pursuant to the Afobaka Hydroelectric Works Transfer and Execution Agreement, then this Suriname Power Purchase Agreement will continue in full force and effect until the earlier of: (i) the occurrence of the Transfer; or (ii) this Suriname Power Purchase Agreement is terminated in accordance with Clause 7.3.

7.3 Termination for Breach

Either Party may terminate this Suriname Power Purchase Agreement in the event the other Party materially breaches or defaults in the performance of any of its material obligations hereunder, and such default shall have continued for thirty (30) days after written notice thereof. Any termination shall become effective at the end of such thirty (30) day period unless the breaching Party has cured any such breach or default prior to the expiration of the thirty (30) day period.

8 MISCELLANEOUS

8.1 Language

A Dutch translation of this Suriname Power Purchase Agreement has been provided. In the event of a conflict between the English version and the Dutch version of this Suriname Power Purchase Agreement, the English version shall prevail.

8.2 Conflict with Framework Agreement

Parties hereby agree that if and to the extent that this Suriname Power Purchase Agreement conflicts with the provisions of the Framework Agreement, the Framework Agreement shall prevail. The Parties shall ensure that at the first request of any Party, each Party shall take all further steps as necessary or required to amend the provisions of this Suriname Power Purchase Agreement to ensure that the provisions of the Framework Agreement shall prevail.

8.3 Other provisions

Clause 9 of the Framework Agreement shall apply mutatis mutandis to this Suriname Power Purchase Agreement. DRAFT[Signature page to follow.]

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IN WITNESS WHEREOF, this Suriname Power Purchase Agreement has been duly executed and delivered as of the date first above written.

THE REPUBLIC OF SURINAME

By: Name Title

SURINAME ALUMINUM COMPANY, L.L.C.

By: Name Title

DRAFT

Suriname Power Purchase Agreement Signature Page Agreed form final draft of 22 August, 2018 Agreed form final draft 22 August, 2018

Schedule 1 – Clause 3.4 Delivery Points

Switchyard Paranam Switchyard Afobaka Switchyard IAM GOLD

DRAFT

Suriname Power Purchase Agreement Schedule 1 Agreed form final draft of 22 August, 2018 Agreed form final draft 22 August, 2018

Schedule 2 – Clause 4 Rate

Monthly Delivered Rate Schedule

(A) First block

Volume: Up to 80MW multiplied by number of hours in a month Price 2017: $53.15 US$/Mwh Price 2018: $56.55 US$/Mwh Price 2019: $59.95 US$/Mwh

(B) Second block

Volume: Actual delivered monthly volume minus (A) Price: $49.00 US$/Mwh

Volume: (A) + B) Price: $2.00 US$/Mwh

(D) Additional management fee

Monthly: $100,000

If this Suriname Power Purchase Agreement continues beyond December 31, 2019 in accordance with Section 7.2, the Rates (with the exception of item D above) will be increased by 2.5% each year for US inflation starting January 1, 2020.

DRAFT

Suriname Power Purchase Agreement Schedule 2 Agreed form final draft of 22 August, 2018 Agreed form final draft 22 August, 2018

Annex E Form of Transition Services Agreement

[To be attached separately.]

DRAFT

Framework Agreement Annex E Agreed form final draft of 22 August, 2018 Agreed form final draft 22 August, 2018

D R A F T

TRANSITION SERVICES AGREEMENT

BY AND AMONG

THE REPUBLIC OF SURINAME

AND

SURINAME ALUMINUM COMPANY, L.L.C.

[DATE], 2018 DRAFT

TABLE OF CONTENTS

Page

1 REFERENCES ...... 1 2. SERVICES ...... 3 3. FEES ...... 3 4. TAXES ...... 3 5. PAYMENT ...... 4 6. TERM ...... 4 7. TERMINATION ...... 4 8. LIMITATION ON SERVICES ...... 5 9. PROCEDURES ...... 6 10. FORCE MAJEURE EVENT ...... 6 11. THIRD PARTY LICENSES ...... 7 12. COMPLIANCE WITH DATA PRIVACY REGULATIONS ...... 7 13. SUPPORT BY SURINAME ...... 8 14. DISCLAIMER OF WARRANTIES ...... 8 15. LIMITATION OF LIABILITY ...... 8 16. ADDITIONAL SECURITY ...... 8 17. INDEMNITIES ...... 9 18. SUBROGATION ...... 9 19. CONFIDENTIALITY...... 9 20. SURALCO'S DATA SYSTEMS ...... 10 21. MISCELLANEOUS ...... 10

SCHEDULES TO THE TRANSITION SERVICES AGREEMENT

Schedule 1 – Clause 2.1 Support Services

Schedule 2 – Clause 9 Suralco's Computer Use Policy / Corporate Policy on acceptable computer use

DRAFT

Transition Services Agreement -i- Agreed form final draft of 22 August, 2018

Agreed form final draft 22 August, 2018

THIS TRANSITION SERVICES AGREEMENT, is entered into as of [date] 2018 (collectively, with the Schedules hereto, the "TSA"),

BY AND BETWEEN:

(1) the Republic of Suriname, a sovereign state, represented by the Minister of Natural Resources ("Suriname"); and

Suriname and Suralco are sometimes referred to herein collectively as the "Parties" and each individually as "Party".

WHEREAS:

(A) The Parties are entering into this TSA in connection with that certain Framework Agreement, dated [date] (the "Framework Agreement"). The Framework Agreement, relates to, among other things, the transfer of the Afobaka Hydroelectric Works and the interim arrangements for the period between the date of the Framework Agreement and the Transfer Date.

(B) The Framework Agreement contemplates that Suralco and Suriname shall enter into a transition services agreement on the Transfer Date in order to facilitate Suriname's takeover and continuing operating of the Afobaka Hydroelectric Works. In this respect, Suralco will, as indicated in this TSA, provide transition services for a minimum of six (6) months and a maximum of one (1) year following the Transfer.

(C) Prior to the date hereof, Suriname has provided to Suralco a letter of credit, bank guarantee, or any other security, in each case acceptable to Suralco at its sole discretion, securing any and all payment obligations from Suriname towards Suralco under this TSA (the "Payment Security").

1. REFERENCES

1.1 Definitions

The following terms shall have the meanings following thereafter:

"Afobaka Hydroelectric Works Transfer and Execution Agreement" means the Afobaka Hydroelectric Works Transfer and Execution Agreement, dated [date], by and among Suriname and Suralco; "ConfidentialDRAFT Information" has the meaning set forth in Clause 19 of this TSA; "Consent" has the meaning set forth in Clause 8 of this TSA;

"Fee" has the meaning set forth in Clause 3 of this TSA;

Transition Services Agreement Page 1 of 11 Agreed form final draft of 22 August, 2018 Agreed form final draft 22 August, 2018

"Force Majeure Event" has the meaning set forth in Clause 10 of this TSA;

"Framework Agreement" has the meaning set forth in the preamble to this TSA;

"Parties" has the meaning set forth in the preamble to this TSA;

"Payment Security" has the meaning set forth in Recital (C);

"Representative" means any director, officer, employee, advisor, accountant or other agent of the Party and/or Affiliates concerned;

"Service Term" has the meaning set forth in Clause 6 of this TSA;

"Support Service" has the meaning set forth in Clause 2 of this TSA;

"Suralco" has the meaning set forth in the preamble to this TSA;

"Suriname" has the meaning set forth in the preamble to this TSA;

"Term" has the meaning set forth in Clause 6 of this TSA;

"Third Party" means a Person who is not a Party;

"Third Party Support Services" has the meaning set forth in Clause 2 of this TSA;

"Third Party Suralco" has the meaning set forth in Clause 2 of this TSA;

"Transfer" has the meaning set forth in Clause 2.1 of the Framework Agreement;

"Transfer Date" has the meaning set forth in Clause 2.3 of the Framework Agreement;

"TSA" has the meaning set forth in the preamble to this TSA; and

"USD" means United States Dollars.

1.2 Capitalized terms

Capitalized terms used in this TSA (including in the preamble to this Agreement and Recitals above), that are not set forth in Clause 1.1 shall have the meaning set forth in the Framework Agreement.

1.3 Rules of construction

The rules of construction included in Clause 1.3 of the Framework Agreement shall apply mutatisDRAFT mutandis to this TSA.

Transition Services Agreement 2 of 10 Agreed form final draft of 22 August, 2018 Agreed form final draft 22 August, 2018

2. SERVICES

2.1 Support Service

Suralco will supply, and Suriname will purchase for the benefit of itself and its Affiliates engaged in the operation of the Afobaka Hydroelectric Works, one or more of the packages of services listed in Schedule 1, such packages only to be purchased in full, and any additional services agreed to in writing by the Parties (each a "Support Service") on the terms and conditions set forth herein.

2.2 Support Service specification

Each Support Service specification sets forth the maximum time period for each Support Service. Any Support Service requiring Third Party consent is contingent on obtaining such consent from such Third Party, provided however, that Suralco shall use best efforts to obtain such consents from all such parties. Suralco agrees to provide or cause to be provided to Suriname the Support Services in accordance with the terms of this TSA and subject to any conditions specified in the applicable Support Service specification.

2.3 Third Party Support Services

Suralco reserves the right to change the location from which Support Services are provided (but only to the extent that a change in such location shall not materially and adversely impact the Afobaka Hydroelectric Works' use of such Support Services), the individuals providing the Support Services, or to contract out the provision of the Support Services, provided, however, that (i) Suralco shall remain liable to Suriname in accordance with Clause 8 of this TSA for the performance of the Support Services so contracted out ("Third Party Support Services") and for any acts or omissions of the Third Party to whom such Third Party Support Services are contracted out (a "Third Party Suralco") in connection with the provision of Third Party Support Services, and (ii) such Third Party Support Services shall be provided to Suriname to a level consistent in all material respects with the same levels of quality and efficiency as such Third Party Support Services were provided by Suralco or its Affiliates prior to the Transfer or transition to a Third Party, as applicable during the Term of this TSA. Suralco will notify Suriname in writing 30 days in advance of any such changes. In addition, Suralco shall cooperate with Suriname, at Suriname's expense and request, in transferring any Support Service to Suriname or an alternate Third Party Suralco on or prior to the end of the Term. For the avoidance of doubt, all transfer fees, consent fees, and transition fees will be paid by Suriname, provided that Suralco shall not incur any such fees without the prior written consent of Suriname.

3. FEES

The fee methodology for each Support Service is set forth in each Support Service specification ("Fees").

4. TAXES SurinameDRAFT is responsible for, and will pay any and all, applicable sales, use, value added, goods and services or other similar taxes, which may now or later be imposed upon the purchase and sale or use of the Support Services provided pursuant to this TSA. Notwithstanding anything to the contrary herein, Suralco will be responsible for its own

Transition Services Agreement 3 of 10 Agreed form final draft of 22 August, 2018 Agreed form final draft 22 August, 2018

income, franchise or gross receipts taxes and taxes based upon gross revenues, including, but not limited to, business and occupation taxes.

5. PAYMENT

5.1 Payments Support Service

Suriname will pay for each Support Service incurred by it in accordance with the terms hereof, including the requirements set out in each Support Service specification. Suralco will invoice Suriname in USD on a monthly basis (except if specified differently in such Support Service specification) for Fees related to such Support Service provided by Suralco during the prior month. Suriname will pay all invoices related to the Support Services provided in this TSA within fifteen (15) days of receipt of each invoice. Suralco reserves the right to terminate this TSA if Suriname defaults on its payment obligations hereunder and fails to cure such default within fifteen (15) Business Days after receipt of Notice from Suralco.

5.2 Payments in USD

Any and all payments by Suriname to Suralco and/or an Affiliate under this TSA shall be made in USD by wire transfer of immediately available funds to the account or accounts in the United States as designated by Suralco.

6. TERM

This TSA commences on the Transfer Date and will remain in effect through the date that is at least six months but no more than twelve (12) months after the Transfer Date (the "Term"). Notwithstanding the foregoing, each Support Service specification sets forth the length of time that Suralco is required to provide each Support Service to Suriname (each a "Service Term"), and Suralco's obligation to provide such Support Service shall expire on the earlier of the end of each Service Term or the end of the Term, provided, however, that, if Suriname is not, despite using its best efforts, able to transition a Support Service on or prior to the conclusion of the applicable Service Term or the Term, Parties will enter into good faith negotiations to extend the relevant Service Term or the Term.

7. TERMINATION

7.1 Termination by Suriname

Subject to Clauses 7.2 and 7.3, Suriname may terminate any Support Service at any time upon thirty (30) days Notice to Suralco or such other Notice period as set forth in each Support Service specification for a particular Support Service, whichever is longer. Promptly following such termination, Suriname will pay Suralco the actual Fees for such terminated Support Service up until the date of termination. Upon the termination of any Support Services (including without limitation expiration of the Term or a Service Term), Suriname will return to Suralco, as soon as practicable, all equipment or other property of Suralco relating to such Support Service that is owned or leased by Suralco. Suralco and Suriname each acknowledge that Suralco is providing the Support Services on a transition basis for such time (notDRAFT to exceed the Term) as is required for the completion of such Support Services or the transfer of such Support Services to Suriname or a Third Party.

Transition Services Agreement 4 of 10 Agreed form final draft of 22 August, 2018 Agreed form final draft 22 August, 2018

7.2 Termination for Breach

If either Party breaches any of the material terms of this TSA in any material respect or fails to perform in any material respect any of its obligations under this TSA, the non-breaching party may give the breaching Party Notice of such breach and, if the breaching Party fails to cure such breach within thirty (30) days of receipt of such Notice, the non-breaching Party may terminate this TSA as to any or all of the Support Services.

7.3 Termination Without Prior Notice

Either Party may immediately terminate this TSA by Notice to the other Party, subject to applicable Law, (i) if the other Party files a bankruptcy or insolvency procedure; (ii) in the event that the other Party shall make an assignment for the benefit of creditors; or (iii) in the event that a petition shall have been filed against the other party under bankruptcy law, a corporate reorganization law or any other law for relief of debtors (or other law similar in purpose or effect), which the Party subject to such petition does not respond to and denies pursuant to the Laws and procedures of the court in which such petition is filed.

8. LIMITATION ON SERVICES

8.1 Third Party Consent

Suralco is excused from performing a particular Support Service under this TSA if a Third Party consent or approval (each, a "Consent") is required to provide such Support Service and such Third Party does not grant the required Consent after both parties hereto use their respective best efforts to obtain and maintain in effect such Consent for the duration of the Service Term with respect to which such Consent is required; provided that Suralco shall, if directed by Suriname, use commercially reasonable efforts to enter into alternative arrangements necessary to provide such Support Service at Suriname's sole cost and expense (but shall not incur any fees or expenses with respect to entering into such alternative arrangements without the prior written consent of Suriname, such consent not to be unreasonably withheld, delayed or conditioned).

8.2 Costs

In providing the Support Services, Suralco is not obligated to pay any costs related to the transfer or conversion of Suriname's data to Suriname or any alternate supplier of Support Services. Suralco has no responsibility to verify the correctness of any information given to it by or on behalf of Suriname for the purpose of providing the Support Services.

8.3 Quality of Support Services

Suralco shall provide the Support Services to a level consistent in all material respects with the same levels of quality and efficiency of Support Services as such Services were provided to the Afobaka Hydroelectric Works by Suralco or its Affiliates in the 12 month period prior to the Transfer Date. 8.4 No FurtherDRAFT Obligations Subject to Clause 6, at the conclusion of each Service Term, Suralco will have no further obligation to furnish the applicable Support Service to Suriname and will have no obligation

Transition Services Agreement 5 of 10 Agreed form final draft of 22 August, 2018 Agreed form final draft 22 August, 2018

to maintain the capability to furnish the Support Service to Suriname. Upon the termination of a Support Service, it is Suriname's sole responsibility to arrange for another provider to furnish the Support Service to Suriname that was previously provided by Suralco.

8.5 Insurance

From the Transfer Date: (i) Suriname shall procure that adequate insurance coverage for the Afobaka Hydroelectric Works Assets, the Afobaka Hydroelectric Works Employees (as defined in the Transfer Agreement) and the operations of the Afobaka Hydroelectric Works shall be in place; and (ii) Suriname acknowledges and agrees that Suralco will terminate any existing insurances in connection with the Afobaka Hydroelectric Works Assets, the Afobaka Hydroelectric Works Employees and the operations of the Afobaka Hydroelectric Works from the Transfer Date and will have no further obligation to provide such insurance coverage

8.6 Security

From the Transfer Date, Suriname shall procure that all reasonable measures will be taken to safeguard the (personal) security and safety of the Afobaka Hydroelectric Works Assets and all of the Afobaka Hydroelectric Works Employees, visitors and contractors, whilst within or situated on the premises of the Afobaka Hydroelectric Works and Suriname will ensure that all other security measures as may reasonably be required will be implemented in the future.

9. PROCEDURES

Suriname and all of Suriname's users of the Support Services must comply in all material respects at all times with this TSA and with Suralco's Computer Use Policy as set forth in Schedule 2. During the Term of this TSA, Suriname shall adhere to, adopt and comply in all material respects with all operational procedures and policies consistent with the practices of Suralco in effect as of the Transfer Date, including but not limited to general IT policies and procedures, cyber security and compliance policies and procedures, and operational procedures including but not limited to cyber vulnerability, patch management, network and data privileges, cyber incident identification and escalation, change management, and user behaviour. Failure to comply in any material respect with Suralco's Computer Use Policy and/or the procedures in effect as of the Transfer Date shall be grounds for termination of the applicable Support Services (subject to Suralco providing Suriname with Notice of and opportunity to cure such breach as set forth in Clause 7.2). Suralco will provide Suriname with the same Notice of any new or changes to operational policies, procedures, or enhancements that it provides to its other business units. Suriname will comply with all requirements of such new or changed policies, procedures, or enhancements after it receives Notice thereof. Failure to comply in all material respects with such new or changed policies, procedures, or enhancements shall be grounds for termination of the applicable Services in accordance with Clause 7.2 (subject to Suralco providing Suriname with Notice of and opportunity to cure such breach as set forth in Clause 7.2). Suriname will continue to provide access and data necessary for Suralco to provide Support Services to Suriname consistent with the manner and format in which such access and data was provided to Suralco and its Affiliates immediately prior to the Transfer Date. Suriname shall be responsible for any costs associatedDRAFT with its compliance with this Clause 9.

Transition Services Agreement 6 of 10 Agreed form final draft of 22 August, 2018 Agreed form final draft 22 August, 2018

10. FORCE MAJEURE EVENT

"Force Majeure Event" means any event or circumstance or combination of events or circumstances beyond the reasonable control of Suralco that directly results in or causes a material failure or material delay by Suralco's fulfillment wholly or in part of any of its obligations under this TSA, which circumstances cannot be overcome by the exercise of commercially reasonable efforts by Suralco. Without limiting the generality of the foregoing, Force Majeure Event includes the following events and circumstances to the extent that they satisfy the above requirements: riots, wars (declared or undeclared), insurrections, sabotage, rebellions, terrorist acts, civil disturbances, embargoes, blockages, acts of God, lightning, earthquakes, floods, storms, hurricanes, freezes, cyclones, tidal waves, tornadoes, unusual weather conditions, epidemics, plagues, explosions, chemical contaminations, fires, major equipment failures, strikes, lockouts, go-slows, shortages of raw materials, a change in law, and interruptions of fuel supply, power, water, utilities, wastewater disposal or product distribution. Suralco will have no liability to Suriname for its failure to provide the affected Support Service during the time when the provision of all or a portion of such Support Service by Suralco is prevented, hindered, delayed or rendered impracticable due to a Force Majeure Event; provided that Suralco shall use commercially reasonable efforts to minimize to the extent practicable the effect of such Force Majeure Event. During any Force Majeure Event, Suralco shall continue to provide other Support Services not impacted by the Force Majeure Event. Suralco will promptly give Notice of any Force Majeure Event to Suriname and will indicate in such Notice the effect of such event on Suralco's ability to perform hereunder and the anticipated duration of such event. To the extent that Suralco declares a Force Majeure Event to excuse any of its obligations hereunder, Suriname shall have the right to toll the Term and the term of any individual Support Service affected by such Force Majeure Event by the period during which Suralco remains subject to the Force Majeure Event. If suspension of Suralco's performance continues for more than three (3) consecutive months as a result of a Force Majeure Event, Suriname may terminate this TSA by giving Notice to Suralco, pursuant to Clause 9 of the Framework Agreement.

11. THIRD PARTY LICENSES

Suriname and Suralco will use their respective best efforts to obtain all supplemental licenses necessary for Suralco to provide Support Services to Suriname; provided, that Suralco shall have no obligation to pay any licensing or other consent fees in connection therewith unless Suriname agrees to reimburse Suralco for such fees. Suralco shall notify Suriname of such fees and Suriname may, at its sole discretion, pay all required fees to obtain such required licenses and, if Suriname chooses not to pay such fees, then Suralco may, at Suralco's sole discretion, discontinue or otherwise elect not to provide the applicable Support Service.

12. COMPLIANCE WITH DATA PRIVACY REGULATIONS

Except with respect to Suralco's use and handling of any and all of personal data (i) of Suriname's employees and any other data subjects provided by Suriname and (ii) of its own employees engaged in providing the Support Services, Suriname is solely responsible for complying with any and all data privacy regulations relevant to the provision of Support Services under this TSA. Suriname is solely responsible for obtaining any and all required data subjectDRAFT to consents for Suralco's use and handling of any and all personal data of Suriname's employees and any other data subjects provided by Suriname to Suralco to perform the Support Services under this TSA, including but not limited to payroll processing and other HR processes and services. Suriname shall be responsible for complying with any

Transition Services Agreement 7 of 10 Agreed form final draft of 22 August, 2018 Agreed form final draft 22 August, 2018

and all applicable data privacy regulations relevant to its use and handling of any and all Suriname employee personal data and that of any other data subjects provided by Suriname.

13. SUPPORT BY SURINAME

13.1 Responsibility

Suriname is responsible for providing all consumables required for the Support Services (including but not limited to office supplies, computers, office equipment, copy and fax machines and the like and, unless otherwise specified on an applicable Support Services Schedule, computer software) that are used on Suriname's premises by Suriname's employees or by Suralco's employees. Suriname is responsible for security of all equipment in its possession, whether owned by Suriname or Suralco.

13.2 Costs

Suriname will bear all costs of preparing the Afobaka Hydroelectric Works to operate independently from an information technology perspective following the Transfer.

13.3 Upgrades

Suriname acknowledges that from time to time Suralco may need to institute certain upgrades across its systems, including but not limited to operating systems, security tools, testing and compliance systems. Suriname will participate in and facilitate such upgrades in keeping with the required upgrade schedule indicated by Suralco to Suriname at least five (5) Business Days in advance of such upgrade.

14. DISCLAIMER OF WARRANTIES

Suralco makes no representation or warranty whatsoever, express or implied as to the quality or condition or merchantability or fitness for a particular purpose of the Support Services to be provided under this TSA. Suralco does not warrant that the systems contemplated to be used to provide services under this TSA will be uninterrupted or error free, or that all errors will be corrected. Suralco shall not be responsible for problems caused by failures of systems.

15. LIMITATION OF LIABILITY

Notwithstanding any provision in this TSA and/or the Schedules hereto or the Framework Agreement and/or the Schedules and Annexes thereto to the contrary, except to the extent caused by Suralco's fraud, gross negligence or wilful misconduct, Suralco or Suralco's Affiliates will under no circumstances be liable for any incidental, indirect, special, exemplary, punitive or consequential damages (including lost profits or lost revenues), except to the extent awarded in any third-party claim, of Suriname, its successors, assigns or affiliates, as a result of, in connection with, or arising out of this TSA or the Support Services provided under this TSA, regardless of whether such liability arises in tort, contract, breach of warranty, indemnification or otherwise and whether due to the sole, joint or concurrent negligence of Suralco or its Affiliates. In any event, Suralco's liability under this TSA will not exceedDRAFT the aggregate fees paid under this TSA.

Transition Services Agreement 8 of 10 Agreed form final draft of 22 August, 2018 Agreed form final draft 22 August, 2018

16. ADDITIONAL SECURITY

Suriname shall procure that at all times the Payment Security shall remain sufficient in order to secure its payment obligations under this TSA. In the event that the Payment Security is no longer (expected to be) sufficient, Suriname shall, without any undue delay and at its own cost and expense and in any event at the first request of Suralco, provide for additional Payment Security acceptable by Suralco at its sole discretion, securing any and all payment obligations from Suriname towards Suralco under this TSA.

17. INDEMNITIES

Suriname will, subject to Clause 15, indemnify, defend and hold harmless Suralco and its Affiliates, directors, officers, shareholders, employees and agents from and against any and all losses arising from or relating to any Person's conduct in connection with the provision of Support Services to Suriname under this TSA, provided that such losses are not caused by Suralco's gross negligence or wilful misconduct.

18. SUBROGATION

In the event Suralco may be liable hereunder as a result of the performance of Support Services by a Third Party contractor on its behalf, Suriname shall be subrogated to all such rights, if any, as Suralco may have against such Third Party contractor with respect to such Support Services, subject to Suralco being released from said liability.

19. CONFIDENTIALITY

For a period of three (3) years following expiration or termination of this TSA, Suriname and Suralco will maintain as confidential and not disclose to any Third Party any Confidential Information provided by the other in the performance of this TSA, except that either party may disclose Confidential Information to such Party's controlled Affiliates, agents and employees who are instructed to maintain the confidentiality of the Confidential Information. Confidential Information includes all processes, know-how, methods, software (including source and object code), drawings, data, reports, plans, documents, business secrets and confidential information of any kind written or unwritten pertaining to the business of Suralco or Suriname, as applicable, which is non-public ("Confidential Information"). Confidential Information does not include information that:

(a) can be demonstrated to have been in the receiving Party's possession prior to receipt from the disclosing Party; (b) is or becomes generally available to the public without breach of this TSA; (c) is required to be disclosed by applicable Law or any Governmental Entity (provided that in the case of any such disclosure, the disclosing Party shall, to the extent legally permissible, notify the other Party of such disclosure and use commercially reasonable efforts to prevent or limit such disclosure); (d) becomes available to the receiving party from a Third Party which has the legal right DRAFTto disclose such information; or (e) can be shown to have been developed by the receiving party independent of disclosures under this TSA.

Transition Services Agreement 9 of 10 Agreed form final draft of 22 August, 2018 Agreed form final draft 22 August, 2018

Upon thirty (30) days written request of the disclosing party, the receiving party will, at its option, return all copies of Confidential Information to the disclosing party or certify destruction of the Confidential Information to the disclosing party. This Clause 19 shall survive the termination of this TSA.

20. SURALCO'S DATA SYSTEMS

Suralco's data systems, procedures and related materials provided to Suriname are for Suriname's internal use only and only as related to the Support Services of any of the underlying data systems used to provide the Support Services. Title to all data systems used in performing the Support Services provided hereunder will remain with Suralco or Suralco's Third Party vendors, as applicable, including all data systems, procedures and related materials created in the execution of the Support Services. Suriname will not intentionally copy, modify, reverse engineer, decompile or in any way alter data systems without Suralco's express written consent, which consent may be delayed, conditioned or withheld in Suralco's sole discretion.

21. MISCELLANEOUS

21.1 Conflict with Framework Agreement

Parties hereby agree that if and to the extent that this TSA conflicts with the provisions of the Framework Agreement, the Framework Agreement shall prevail. The Parties shall ensure that at the first request of any Party, each Party shall take all further steps as necessary or required to amend the provisions of this TSA to ensure that the provisions of the Framework Agreement shall prevail.

21.2 Language

A Dutch translation of this TSA has been provided. In the event of a conflict between the English version and the Dutch version of this TSA, the English version shall prevail.

21.3 Other provisions

Clause 9 of the Framework Agreement shall apply mutatis mutandis to this TSA.

[Signature page to follow.] DRAFT

Transition Services Agreement 10 of 10 Agreed form final draft of 22 August, 2018 Agreed form final draft 22 August, 2018

IN WITNESS WHEREOF, this TSA has been duly executed and delivered as of the date first above written.

THE REPUBLIC OF SURINAME

By: Name Title

SURINAME ALUMINUM COMPANY, L.L.C.

By: Name Title

DRAFT

Transition Services Agreement Signature Page Agreed form final draft of 22 August, 2018 Agreed form final draft 22 August, 2018

Schedule 1 – Clause 2.1 Support Services

The table below sets forth the potential services that Suralco is willing to provide and the estimated monthly cost associated with each.

Function Topic Services Cost ($USD/month)

Global Shared Financial . General Ledger – Reporting, System $5,500 Services (GSS) Accounting Maintenance and Closing Services . General Accounting - Journal Entries . General Accounting – Account Reconciliations . Accounts Receivables – Process daily revenue files and cash application . Property Accounting - Fixed Asset Register, Depreciation Expense Reporting and Project Accounting . Accounts Payable (RtP or Req to Pay) . Audit and Compliance Documentation . T&E accounting . Oracle Functional Support IT & Automation ITAS Enterprise . Telecommunications (excluding WAN $90,300 Solutions Services charges) . Computer services, use and technical (ITAS) support from the Regional Data Center . Base Infrastructure Services . Assistance with Software License Transfers . Access to and continued support for Application Software . Location specific applications in scope for use but support is out of scope for transition services . Service from Alcoa Remote ISD Resources . Assistance with systems / Data Migration ITAS Regional . IT Services – Business Systems $25,200 Service Delivery . Access to and continued support for Application Software Alumina & . Technical support for monitoring and $10,500 Bauxite data acquisition at Suralco refinery Automation switchyard DRAFTSolutions Finance Alcoa Hyperion . Hyperion Global Analytics (GL_Hist) – $10,000 Global Financial Financial Reporting Reporting & . Hyperion Global Planning Analytics, and Global Forecasting

Transition Services Agreement Schedule 1 Agreed form final draft of 22 August, 2018 Agreed form final draft 22 August, 2018

Function Topic Services Cost ($USD/month)

System (FAST)

Procurement Procurement . Procurement Operations $10,000 Services . Commodity Management . Central Support – Finance/COE/PSC/Other

Environmental, Environmental, . EHS Expert Consulting Service $2,000 Health, & Safety Health and . Distributed Consulting Services Safety Services . EHS Information Management Systems (EH&S)

Trade Trade Export compliance activities are $3,000 Compliance Compliance provided only as long as Alcoa (AWA) is the buyer of record for goods being exported.

. Export Processing and Compliance . Export Licensing Applications and Management . Freight Forwarder / Broker Management . Regulatory Compliance . Compliance Administration Total monthly $156,500

DRAFT

Transition Services Agreement Schedule 1 Agreed form final draft of 22 August, 2018 Agreed form final draft 22 August, 2018

Schedule 2 – Clause 9 Suralco's Computer Use Policy Corporate Policy on acceptable computer use

BACKGROUND:

This policy describes acceptable use of Suraclo's computers systems and electronic information, including computer software and hardware, email, network connections, Internet access, and related technologies. Employees and other persons who use these systems or access or store information on Company devices do not have an expectation of privacy, except as required by law. Suralco's computer systems and the information stored in them are the property of the Company.

This Policy applies worldwide to Suralco and all of its subsidiaries, affiliates, partnerships, ventures and other business associations that are effectively controlled by Suralco, directly or indirectly ("the Company").

Violations of this policy must be reported to Human Resources, Corporate Ethics and Compliance, or Corporate Information Security and Compliance.

POLICY:

It is the policy of the Company to protect its computer systems and electronic information from unauthorized access, use, modification, copying, disclosure, or destruction. Use may be recorded and reviewed to address Company risk, consistent with applicable legal requirements. Employees and other persons who violate this policy may be subject to disciplinary action up to and including termination, as well as civil and criminal penalties. Employees who oversee third parties performing services for the Company are responsible for ensuring that those third parties are aware of this Policy.

Suralco's networks and computer systems are intended primarily for activities that bring value to the business. Personal use must not interfere with Company work or business activities or processes. Personal use is prohibited where it is forbidden by law.

Unacceptable use includes, but is not limited to:

 Any use that constitutes illegal activity  Unauthorized access to or use of networks, systems, or electronic information  Use that intentionally interferes with the ability of others to access or use computer systems, networks, or electronic information  Sharing Company computer user accounts or other access permissions that have been assigned for individual use  Disclosing information intended for use only within the Company  Circumventing or disabling a computer system's security settings  Using computer systems for personal gain or gain of a Third Party  Installing or using computer files or software that are not appropriately licensed  Accessing,DRAFT viewing, storing, or transmitting sexually explicit content, or failing to immediately delete such material upon receipt  Using computer systems for purposes inconsistent with Company values: for example, threats, intimidation, bullying, discrimination, harassment, or hate.

Transition Services Agreement Schedule 2 Agreed form final draft of 22 August, 2018 Agreed form final draft 22 August, 2018

D R A F T

BAKHUIS DEVELOPMENT PROGRAM AGREEMENT

BY AND AMONG

THE REPUBLIC OF SURINAME

AND

SURINAME ALUMINUM COMPANY, L.L.C.

22 August, 2018 DRAFT

Agreed form final draft 22 August, 2018

1. REFERENCES ...... 2 2. ENGAGEMENT PERIOD ...... 4 3. SURALCO'S OBLIGATIONS ...... 5 4. SURINAME'S OBLIGATIONS ...... 5 5. FEE ...... 6 6. INTELLECTUAL PROPERTY RIGHTS ...... 6 7. CONFIDENTIALITY...... 7 8. WARRANTIES ...... 8 9. LIMITATION OF LIABILITY ...... 8 10. TERMINATION ...... 9 11. FORCE MAJEURE ...... 9 12. MISCELLANEOUS ...... 9 16. GOVERNING LAW ...... 10

SCHEDULE TO THE BAKHUIS DEVELOPMENT PROGRAM AGREEMENT Schedule 1 Statement of Work

Schedule 2 Bakhuis Concept Study Report Outline

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Bakhuis Development Program 1 of 11 Agreed form final draft of 22 August, 2018 Agreed form final draft 22 August, 2018

THIS BAKHUIS DEVELOPMENT PROGRAM AGREEMENT, is entered into as of [date] 2018 (collectively, with the Schedules hereto, the "Bakhuis Agreement"), BY AND AMONG:

(1) the Republic of Suriname, a sovereign state, represented by the Ministry of Natural Resources ("Suriname"); and

(2) Suriname Aluminum Company, L.L.C., a limited liability company organized under the laws of the State of Delaware, United States of America ("Suralco"), a subsidiary of Alcoa World Alumina L.L.C.

Suriname and Suralco are sometimes referred to herein as the "Parties" and each individually as a "Party".

WHEREAS:

(A) The Parties are entering into this Bakhuis Agreement in connection with that certain Framework Agreement, dated as of the date hereof (the "Framework Agreement"). The Framework Agreement relates to:

(i) the termination of the Brokopondo Agreement, and the incorporation of certain of its provisions in this Framework Agreement and the Parties acknowledge that said provisions shall have the same force of law as the Brokopondo Agreement prior to its termination; (ii) the transfer of the Afobaka Hydro Works Assets and the Afobaka Hydro Works Liabilities and the interim arrangements for the period between the date of this Framework Agreement and the Transfer Date; (iii) the performance of certain environmental remediation, rehabilitation and environmental clean-up activities by Suralco and AMS; (iv) the termination of the mining concessions granted pursuant to the Brokopondo Agreement, ancillary documents thereto and any other ‘concession’ documentation and residual obligations in accordance with the terms of this Framework Agreement; and (v) the termination of the 1966 Agreement Concerning the Delivery of Electrical Energy and the 1999 Energy Agreement, and execution of that certain Suriname Power Purchase Agreement.

(B) The Parties hereby wish to set out their agreement on the terms and conditions of Suralco preparing a study evaluating the development of bauxite resources in the Bakhuis region of Suriname to feed an alumina refinery optimized for the characteristics of the bauxite feedstock in accordance with the terms and conditions of this Bakhuis Agreement.

Bakhuis Development Program 2 of 11 Agreed form final draft of 22 August, 2018 Agreed form final draft 22 August, 2018

1. REFERENCES 1.1 Definitions

The following terms shall have the meanings following thereafter:

"Bakhuis Agreement" has the meaning set forth in the preamble to this Bakhuis Agreement;

"Brokopondo Agreement" has the meaning set forth in Recital (A) of the Framework Agreement;

"Concept Study Phase" means the period of the Engagement Period during which Suralco will perform the Services, culminating in the delivery of the Study to Suriname, as more fully set forth in Schedule 1;

"Confidential Information" means the Deliverables and any information in any form which is of a confidential or proprietary nature disclosed by the Disclosing Party in any way pursuant to the provision of the Services which:

(a) is marked as confidential;

(b) is identified as confidential at the time of disclosure and is confirmed in writing as being confidential within fourteen (14) days of disclosure; or

"Deliverables" means the Study, the Documents identified in Schedule 2 that are expected to be produced during the Concept Study Phase, and such other products, presentations, intelligence and materials developed by Suralco in relation to the Services in any form, including data, reports and information communicated orally, that are delivered to Suriname;

"Disclosing Party" means a Party disclosing Confidential Information to the other Party;

"Document" means a drawing, map, plan, diagram, design, e-mail, picture or other image, tape, disk or other device or record embodying information in any form;

"Engagement Period" has the meaning set forth in Clause 2;

"Framework Agreement" has the meaning set forth in Recital (A) of this Bakhuis Agreement;

"Funding Development Phase" means the period of the Engagement Period during which Suralco and Suriname undertake to solicit the interest of third Persons who may have an interestDRAFT in participating in a bauxite mining and/or alumina refining enterprise in Suriname; "Intellectual Property Rights" means all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all

Bakhuis Development Program 3 of 11 Agreed form final draft of 22 August, 2018 Agreed form final draft 22 August, 2018

applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world;

"Law" means any international, federal, national (including, without limitation, U.S. state and/or federal law), state, provincial or local law, regulation, rule, statute, ordinance, order, decree, permit, administrative order or treaty, or any other legal requirement;

"Parties" has the meaning set forth in the Recitals;

"Pre-Existing Materials" means all Documents, information and materials provided by Suralco relating to the Services which existed prior to the Transfer Date including, but not limited to, data and reports;

"Receiving Party" means a Party to whom Confidential Information is disclosed by a Disclosing Party;

"Representative" means any director, officer, employee, advisor, accountant or other agent of the Party and/or Affiliates concerned;

"Services" means the work to be provided by Suralco under this Bakhuis Agreement as set out in the Statement of Work, together with any other services which Suralco provides, or agrees in writing to provide, to Suriname;

“Statement of Work” means the description of Services attached to this Bakhuis Agreement as Schedule 1;

“Study” has the meaning set forth in Schedule 1;

"Suralco" has the meaning set forth in the preamble to this Bakhuis Agreement;

"Suralco's Manager" has the meaning set forth in Clause 3.2; and

"Suriname" has the meaning set forth in the preamble to this Bakhuis Agreement.

1.2 Capitalized Terms

Capitalized terms used in this Bakhuis Agreement (including in the preamble to this Bakhuis Agreement and Recitals above), that are not set forth in Clause 1.1 shall have the meaning set forth in the Framework Agreement.

1.3 Rules of Construction

(a) Singular, plural and gender. Whenever the context requires, words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to DRAFTinclude the other gender as the context requires. (b) Document format. The provision of a table of contents, the division into Clauses and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Bakhuis Agreement; and (ii) all references herein to the terms "Clause" and "Schedule" are references to the Clauses and Schedules to this Bakhuis Agreement unless otherwise specified.

Bakhuis Development Program 4 of 11 Agreed form final draft of 22 August, 2018 Agreed form final draft 22 August, 2018

(c) Recurring words. The words "include", "includes", "including" and words of similar import when used in this Bakhuis Agreement mean "including, without limitation" unless otherwise specified; (ii) the words "hereof", "herein", "hereby", "hereto", and derivative or similar words when used in this Bakhuis Agreement refer to this entire Agreement, including the Schedules, and not to any particular provision of this Bakhuis Agreement; (iii) the term "any" means "any and all"; (iv) the term "or" shall not be exclusive and shall mean "and/or"; and (v) the word "extent" in the phrase "to the extent" shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply "if".

(d) References to Person. References to any Person include such Person's successors and permitted assigns.

(f) Calculating period of time. When calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Bakhuis Agreement, the date that is referenced in the beginning or at the end of the calculation of such period will be excluded (for example, if an action is to be taken within two (2) days after a triggering event and such event occurs on a Tuesday, then the action must be taken by Thursday or if any action is to be taken within or no later than two (2) days before a target date and the target date is a Thursday, the action must be taken by Tuesday); if the last day of any period referenced herein is a non-Business Day, the period in question will end on the next succeeding Business Day.

(g) References to days and writing. References to "days" mean calendar days unless Business Days are expressly specified. References to "written" or "in writing" include in electronic form.

(h) Take all reasonable actions necessary. Whenever this Bakhuis Agreement refers to "take all reasonable action necessary" or similar terms, this means that each relevant Party shall grant powers of attorney, execute documents, take all (other) lawful steps that are within its power and use all voting rights and other powers of control available to it, including instructing its Representative(s), nominee(s) or designee(s), as the case may be, on each board meeting and on any committee to take any and all reasonable action within its power to procure the relevant matter.

2. ENGAGEMENT PERIOD 2.1 Force andDRAFT effect This Bakhuis Agreement shall only have full force and effect upon execution of the Framework Agreement.

2.2 Performance of Services

Bakhuis Development Program 5 of 11 Agreed form final draft of 22 August, 2018 Agreed form final draft 22 August, 2018

Unless sooner terminated in accordance with Clause 10 of this Bakhuis Agreement, Suralco will begin to carry out the Services set forth in the Statement of Work within six (6) months following the execution of both the Framework Agreement and this Bakhuis Agreement, and such Services will conclude upon the earlier of the following to occur:

(a) Suralco fulfilling the Services required to complete the Concept Study Phase (including the delivery of the Study to Suriname) if either Suriname or Suralco deciding not to move ahead with the Funding Development Phase;

(b) Suralco fulfilling the Services required to complete the Concept Study Phase (including the delivery of the Study to Suriname) and Suriname and Suralco deciding to move ahead with the Funding Development Phase and either Suriname or Suralco during the Funding Development Phase decide not to move ahead with the Funding Development Phase; or

The period of time beginning with the commencement of Services until their completion or earlier termination thereof is referred to herein as the "Engagement Period". Unless mutually agreed otherwise by the Parties, and subject to Suralco’s complying with the terms of this Bakhuis Agreement, Suralco's obligation to perform the Services will expire on the fifth (5th) anniversary of the date of this Bakhuis Agreement.

3. SURALCO'S OBLIGATIONS

3.1 Suralco’s obligations

Suralco shall provide the Services and deliver the Deliverables to Suriname in accordance with this Bakhuis Agreement.

3.2 Suralco’s Manager

Suralco shall appoint Suralco's Manager who shall have the authority to bind Suralco contractually on all matters relating to the Services. Suralco shall use reasonable endeavors to ensure that the same person acts as Suralco's Manager throughout the Engagement Period, but may replace him or her from time to time where reasonably necessary in the interests of Suralco's business, in which case Suralco shall promptly notify Suriname of the identity of the new Suralco Manager.

4. SURINAME'S OBLIGATIONS

4.1 Suriname’s obligations

Suriname shall:

(a) co-operate with Suralco in all matters relating to the Services and Deliverables; and

(b) provide, in a timely manner, such access, permissions, material and information as DRAFTSuralco may reasonably request. 4.2 Project Team

After consultation with Suralco about the individuals who will be part of Suralco's project team responsible for delivering the Study, Suriname may nominate up to two (2) individuals with the experience, qualifications and skills required to hold positions on the project team.

Bakhuis Development Program 6 of 11 Agreed form final draft of 22 August, 2018 Agreed form final draft 22 August, 2018

Alcoa will have the right to reject a nominee put forward by Suriname if Suralco reasonably determines that such nominee does not possess the necessary experience, qualifications or skills required to perform a role on the project team, or can otherwise reasonably articulate a concern about the nominee's being potentially disruptive to the project team. Alcoa will compensate Suriname's approved nominees at a negotiated rate for actual work performed unless any such nominee is collecting a salary from or is being paid by Suriname for work that is part of the Services.

4.3 Investor Committee

If the Parties agree to proceed with the Funding Development Phase, Suriname will appoint two representatives to serve on an investor committee at Suriname’s expense.

4.4 Use of Study and Deliverables

The Study and any other Deliverables produced by Suralco in the performance of the Services are not marketing materials nor a bankable study with respect to the development of bauxite resources or an alumina refinery. Suriname shall not encourage financial reliance by third parties upon, nor invite investment from others based upon, the Study or any other Deliverables. Suriname shall defend, indemnify, and hold harmless Suralco against any claims made against Suralco based upon such encouragement or invitation. Suraclo neither owes, nor accepts any duty or responsibility or liability to Suriname or any other party, whether in contract, tort (including negligence) or otherwise and shall not be liable in respect of any loss, damage or expense which is caused by Suriname or any other party's reliance upon the Study or the Deliverables except, in each case, as Parties have agreed otherwise in writing. Whether or not Suralco has given its consent, Suralco will not accept any liability or responsibility to any third party who may gain access to the Study or the Deliverables.

5. FEE

The Services shall be provided at no cost to Suriname.

6. INTELLECTUAL PROPERTY RIGHTS

6.1 Licensing of Intellectual Property Rights

As between Suriname and Suralco, all Intellectual Property Rights and all other rights in the Deliverables and the Pre-Existing Materials shall be owned by Suralco. Suralco licenses all such rights to Suriname free of charge and on a nonexclusive, perpetual basis to enable Suriname to use the Deliverables for its own purposes. Suriname may share Deliverables with third parties, subject to the obligations set forth in Clause 4.4 and 7, for the purpose of considering and advising Suriname and its Representatives about the development of bauxite resources in the Bakhuis region or an alumina refinery. If this Bakhuis Agreement is terminated for cause, this license shall be terminable by Suralco in its sole discretion.

6.2 Ownership of Intellectual Property Rights

In the event either Suriname or Suralco decide not to move ahead with the Funding DevelopmentDRAFT Phase, Suriname may use the Study and the information contained therein, subject to the provisions of this Bakhuis Agreement. The ownership of all Intellectual Property Rights, know-how and all other rights in the Deliverables and the Pre-Existing Materials shall remain with Suralco.

Bakhuis Development Program 7 of 11 Agreed form final draft of 22 August, 2018 Agreed form final draft 22 August, 2018

7. CONFIDENTIALITY

7.1 Confidentiality

The Receiving Party undertakes to keep the Disclosing Party's Confidential Information confidential and not to disclose it to any Third Party except as expressly permitted in accordance with the terms and conditions of this Bakhuis Agreement and the Schedules hereto.

7.2 Exempted information

The restrictions and obligations set out in this Clause 7 do not apply to information which the Receiving Party is clearly able to demonstrate by documentary or other evidence:

(a) is or has become publicly available other than as a result of breach of this Bakhuis Agreement by the Receiving Party;

(b) was received by the Receiving Party from a Third Party unless the Receiving Party knew that the Third Party was under an obligation of confidentiality to the Disclosing Party in relation to the information;

(d) was developed independently without access to, or use or knowledge of, the Confidential Information; or

(e) was disclosed with the prior written consent of the Disclosing Party.

The restrictions and obligations set out in this Clause 7 will not apply to the final, complete draft of the Study following its delivery to Suriname.

7.3 Exempted Parties

This Clause 7 does not prohibit disclosure of Confidential Information to:

(a) the Receiving Party's officials, representatives, directors, employees, contractors and/or its Affiliates and any such Affiliate’s officials, representatives, directors, employees, or contractors who need to know such information in relation to the provision of the Services, provided that prior to a Receiving Party’s sharing any such information it shall obtain from the Persons receiving the information an acknowledgement of the confidential nature of the information and a commitment to be bound by obligations of confidentiality at least as protective as those in this Bakhuis Agreement;

(b) the Receiving Party's auditors/accountants and professional advisers who need to know such information for bona fide business purposes, provided that they are bound by obligations of confidentiality with respect to information shared with them by the DRAFTReceiving Party; or (c) any other Person having a statutory or regulatory right to request and receive that Confidential Information provided that, to the extent permitted by Law, the Receiving Party gives the Disclosing Party prior notice of such disclosure if such notice is not prohibited by Law in the circumstances.

7.4 Confidentiality other parties

Bakhuis Development Program 8 of 11 Agreed form final draft of 22 August, 2018 Agreed form final draft 22 August, 2018

Each Party will ensure that any person mentioned in Clause 7.3 to whom it has voluntarily disclosed Confidential Information of the other Party is made aware, prior to the disclosure of that Confidential Information, that it is confidential and that such person and the Receiving Party owe a duty to the Disclosing Party to keep it confidential. The Receiving Party shall be responsible for procuring that such person complies with the duty of confidentiality and use imposed by the terms and conditions of this Bakhuis Agreement as if he were a party to this Bakhuis Agreement and will be responsible for any unauthorized disclosure or use by such person of the Confidential Information pursuant to the terms and conditions of this Bakhuis Agreement. For the avoidance of doubt, this Clause 7.4 does not apply to disclosures by a party pursuant to Clause 7.3(c).

7.5 Survival

This Clause 7 shall survive termination of this Bakhuis Agreement for any reason.

8. WARRANTIES

8.1 Suralco Warranties

Suralco warrants that:

(a) it has the right to enter into this Bakhuis Agreement, and to grant the rights granted hereunder; and

(b) it will perform the Services with reasonable skill and care in a reasonably competent and professional manner.

8.2 Suriname Warranty

Suriname warrants that it has the right to enter into this Bakhuis Agreement and to grant the rights hereunder.

9. LIMITATION OF LIABILITY

9.1 Financial liability

This Clause 9 sets out the entire financial liability of Suralco (including any liability for the acts or omissions of its Affiliates, members, managers, employees, Representatives, agents and subcontractors) to Suriname in respect of:

(a) any breach of this Bakhuis Agreement;

(b) any use made by Suriname of the Services, the Deliverables or any part of them; and

(c) any representation, statement or tortious act or omission (including negligence) arising under or in connection with this Bakhuis Agreement.

9.2 Exclusion of warranties by Law

All warranties,DRAFT conditions and other terms implied by Law or common law are, to the fullest extent permitted by Law, excluded from this Bakhuis Agreement.

9.3 Indirect damages

Subject to Clause 9.4, Suralco shall not be liable under or in connection with this Bakhuis Agreement and/or the Deliverables for any loss of actual or anticipated income or profits, loss

Bakhuis Development Program 9 of 11 Agreed form final draft of 22 August, 2018 Agreed form final draft 22 August, 2018

of contracts, loss of business, loss of goods or for any special, indirect, incidental or consequential damage howsoever arising and whether caused by tort (including negligence), breach of contract or otherwise.

9.4 Exceptions

Nothing in this Clause limits or excludes the liability of Suralco:

(a) for death or personal injury resulting from gross negligence; and/or

(b) for any damage or liability incurred as a result of fraud or fraudulent misrepresentation.

10. TERMINATION

10.1 Termination

Either Party may terminate this Bakhuis Agreement immediately by giving written notice to the other if the other Party commits a material breach of any of the terms of this Bakhuis Agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of that Party being notified in writing of the breach.

10.2 Termination of Framework Agreement

Either Party may terminate this Bakhuis Agreement immediately by giving written notice to the other Party in the event the Framework Agreement is terminated.

10.3 Survival

On termination of this Bakhuis Agreement for any reason, the accrued rights of the Parties as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination shall not be affected.

11. FORCE MAJEURE

A Party shall have no liability to the other Party if it is prevented from or delayed in performing its obligations under this Bakhuis Agreement or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including strikes, lock-outs or other industrial disputes (whether involving the workforce of Suralco, Suriname or any other party), failure of a utility service or transport network, act of God, war, riot, malicious damage, compliance with any Law, accident, breakdown of plant or machinery, fire, flood or storm (a "Force Majeure Event"). A Party’s obligation to perform hereunder shall be excused for the duration of the Force Majeure Event. A Party whose performance is impacted by a Force Majeure Event shall provide the other Party hereto prompt notice of such event, and shall provide the other Party regular updates of the continuation or cessation of the events interfering with the impacted Party’s performance hereunder. Should the Force Majeure Event continue for longer than six (6) months (or such other period as the Parties may have expressly agreed in writing), either Party shall have the option of terminating this Bakhuis Agreement immediatelyDRAFT without further liability other than such liabilities as have already accrued up to the effective date of termination.

12. MISCELLANEOUS

12.1 No partnership or agency

Bakhuis Development Program 10 of 11 Agreed form final draft of 22 August, 2018 Agreed form final draft 22 August, 2018

Nothing in this Bakhuis Agreement is intended to, or shall operate to, create a partnership between the Parties, or to authorize either Party to act as agent for the other, and neither Party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

12.2 Rights of Third Parties

This Bakhuis Agreement is made for the benefit of the Parties and (where applicable) their successors and permitted assigns and are not intended to benefit, or be enforceable by, anyone else.

12.3 Language

A Dutch translation of this Bakhuis Agreement has been provided. In the event of a conflict between the English version and the Dutch version of this Bakhuis Agreement, the English version shall prevail.

12.4 Conflict with Framework Agreement

Parties hereby agree that if and to the extent that this Bakhuis Agreement conflicts with the provisions of the Framework Agreement, the Framework Agreement shall prevail. The Parties shall ensure that at the first request of any Party, each Party shall take all further steps as necessary or required to amend the provisions of this Bakhuis Agreement to ensure that the provisions of the Framework Agreement shall prevail.

13. GOVERNING LAW

In all respects, this Bakhuis Agreement and any Dispute shall be governed by, and construed and enforced in accordance with, the laws of the Netherlands.

[Signature page to follow.]

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Bakhuis Development Program 11 of 11 Agreed form final draft of 22 August, 2018 Agreed form final draft 22 August, 2018

IN WITNESS WHEREOF, this Bakhuis Agreement has been duly executed and delivered as of the date first above written.

REPUBLIC OF SURINAME

By: Name Title

SURINAME ALUMINUM COMPANY, L.L.C.

By: Name Title

N.V. ALCOA MINERALS OF SURINAME

By: Name Title

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Bakhuis Development Program Signature Page Agreed form final draft of 22 August, 2018 Agreed form final draft 22 August, 2018

SCHEDULE 1 Statement of Work

Suriname and Suralco will form a development partnership to define and, if feasible, implement world-class mine and refinery projects based on Bakhuis bauxite and will seek investors to bring the projects to fruition.

Concept Study Phase

The Concept Study Phase will be the first of possibly two phases of a project that Suralco will undertake to evaluate the feasibility of utilizing Bakhuis bauxite in a standalone mining and bauxite export business or in combination with a globally competitive alumina refinery located in Suriname (a "Bauxite Project"). The results of such evaluation will be summarized in a desk top study (the "Study") to be presented to Suriname. The Study will incorporate and be substantially based on previous studies undertaken by Alcoa, Suralco and/or Suriname of the Bakhuis regions and their related infrastructure (the "Concept Study Phase"). The Study will be a concept level evaluation containing sufficient detail to: (i) determine if the development of a globally competitive operation is generally feasible; and if so (ii) solicit interest from potential investors willing to undertake additional work to prepare a more detailed analysis upon which investments can be based. The below topics are to be evaluated in the Study: (i) Refinery with 1.5M tons initial annual capacity with option to expand to 3.0M tons per annum; (ii) Technical features that would allow the refinery to maximize its cost competitiveness by blending other bauxite sources with Bakhuis bauxite; (iii) Site option, including the Paranam site versus a western Suriname site; (iv) Define requirements for supporting infrastructure and energy sources; (v) Budget and project plans for the engineering phase and draft implementation phase project plan; and (vi) Discussion package necessary to pursue investors in the Funding Development Phase. For the purposes of the Study, the benchmark of a globally competitive bauxite mining and alumina refining operation is one with a cost within the first or second quartile of the CRU cost curve (based on 2017 input costs). Suralco will arrange for the creation of an electronic data room and provide access to this data room to appropriate Suriname’s personnel who have a bona fide business purpose for accessing the materials in the data room. Suriname will also provide Suralco with all information and materials in its possession that could be helpful to the preparation of the Study. The Study will follow Alcoa's standard project controls system with standard stage gate review and deliverables for front end loading levels FEL 0, FEL 1 and relevant portions of FEL 2 and will be based on the corporate values, engineering standards and operating policies that Suralco and its Affiliates mandate for any such operation under its control. The Study will include a comprehensive FEL 2 report orDRAFT a summary of work completed prior to termination, if appropriate, along with supporting drawings, specifications and capex and opex cost estimates, including a cash flow analysis. Such report will generally follow the outline provided in Schedule 2. Notwithstanding anything to the contrary in the foregoing, the parties agree that Alcoa may stop work on the Study if Alcoa reasonably determines on the basis of its work that the project cannot reasonably achieve a cost within the first or second quartile of the CRU cost curve or is for other demonstrable reasons otherwise not

Bakhuis Development Program Schedule 1 Agreed form final draft of 22 August, 2018

Agreed form final draft 22 August, 2018 viable. Subject to obligations of maintaining confidentiality, Suriname will have access to any detailed data and calculations used in the study.

The Parties agree that the Study will not encompass locating or constructing new sources of energy, transport (including by rail) or other infrastructure development that would be beneficial for a bauxite mining, bauxite export, alumina refining and alumina export industry. With respect to such industries, the Study will identify the energy requirements and the delivered price of energy needed to achieve the globally competitive benchmarks. In the case of rail transport, the Study will identify logistical needs and the cost of tying the mine/refinery operations to an assumed existing rail system. It would be in Suriname’s sole discretion to solicit alternative approaches for the matters contemplated by the Study following Suralco’s turning over the Study to Suriname.

Funding Development Phase

Following the delivery of the completed Study to Suriname, Suralco will review the results with Suriname in order to consider the feasibility of a Bauxite Project likelihood to achieve globally competitive thresholds. Following such review of the Study’s results, Suralco and its Affiliates will declare if they have any financial or operating interest in a Bauxite Project. If the Parties decide that the Study’s conclusions support moving ahead to the Funding Development Phase. Parties will form an investor committee charged with coordinating the solicitation of financial institutions, development banks, investors, financiers, individuals or teams who may have interest in a partnership designed to carry a project forward to the Funding Development Phase. The Parties will put in place a regime to govern their activities during the Funding Development Phase. The Parties’ agreement upon such regime shall constitute the commencement of the Funding Development Phase. Included in such regime will be conditions under which each Party may individually solicit potential partners, subject however to the investor committee’s ultimate responsibility for vetting and deciding to engage an interested party. During the Funding Development Phase, Suralco will make resources available in its reasonable discretion to support any marketing efforts to potential funding candidates. If Suralco and its Affiliates conclude that feasibility of a project is not encouraging, nothing shall prevent Suriname from proceeding unilaterally to solicit the interest of financial institutions, development banks, investors, financiers, individuals or teams who may have interest in a partnership designed to carry a project. It will be the responsibility of the investor committee to cause the work of the Study to be advanced as much as is necessary to satisfy requirements imposed by potential sources of financing that require a bankable feasibility study by commissioning sufficient engineering design and supporting (bankable) documentation. Program Schedule

 Concept Study Phase: 24 months; and  Funding Development Phase: 12 months. To start within 6 Months following the delivery of the Study byDRAFT Suralco to Suriname. Project Resources

For the Concept Study Phase, Suralco and its Affiliates will assemble and fund a project team comprised of employees from Suralco and individuals from one of its Affiliate’s ‘Mining and Refining Centers of Excellence’, as well as qualified contractors who possess critical skills to complete the Study. Suriname may nominate individuals to participate in the work of the Concept Study Phase pursuant to Clause 4.2 of this Bakhuis Agreement. Bakhuis Development Program Schedule 1 Agreed form final draft of 22 August, 2018

Agreed form final draft 22 August, 2018

If commenced, Suralco and Suriname would each appoint at their own expense two representatives to serve on an investor committee during the Funding Development Phase.

Limitations

Suriname acknowledges that the Study will be an assessment of the potential to develop globally competitive mining and refining operations utilizing Bakhuis bauxite (a concept). Suralco will utilize generally accepted practices for the bauxite mining industry to identify all material project requirements, based on information available to it, and provide a project cost estimate appropriate for this level of project evaluation (typically +25%/-15% cost estimate). Suralco makes no guarantee as to the completeness of project requirements or the estimate of project costs. If the Funding Development Phase is commenced and generates sufficient interest, the Study will be a starting point for necessary future work to develop a more precise description of project scope requirements and prepare detailed engineering work. Based on such work, cost estimates can be prepared that will have greater confidence levels.

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Bakhuis Development Program Schedule 1 Agreed form final draft of 22 August, 2018

Agreed form final draft 22 August, 2018

SCHEDULE 2 Bakhuis Concept Study Report Outline

A. Executive Summary

B. Project Objectives 1. Market fundamentals defining Globally Competitive benchmarks 2. Specific Deliverables (to be specified and included) 3. Alcoa-based design and cost principles

C. Mine Concept Study 1. General 2. Strategy 3. Risk Management 4. Geology/hydrogeology/mineral resources data 5. Mining operations 6. Processing operations 7. Supporting infrastructure i) Energy requirements ii) Logistical requirements 8. Mine Rehabilitation 9. Environment, Health & Safety Considerations 10. Site Closure Considerations 11. Permitting/Government Approval Requirements 12. Cost summary 13. Schedule considerations

D. Refinery Concept Study 1. General design basis 2. Process design basis 3. Raw material specification 4. End product specification 5. Process design criteria 6. Operations Considerations 7. Energy/Utility requirements 8. Infrastructure requirements 9. Residue Management 10. Environment, Health & Safety Considerations 11. Site Closure Considerations 12. Permitting/Government Approval Requirements 13. Cost summary 14. ScheduleDRAFT considerations

E. Social Considerations

Bakhuis Development Program Schedule 2 Agreed form final draft of 22 August, 2018