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Scheme Meeting SCHEME MEETING TO CONSIDER THE PROPOSED MERGER OF ZINIFEX LIMITED AND OXIANA LIMITED Your directors unanimously recommend that you VOTE IN FAVOUR of the Scheme, in the absence of a Superior Proposal 1 SCHEME MEETING Peter Mansell Chairman 2 BOARD OF DIRECTORS Andrew Michelmore CEO and Managing Director 3 BOARD OF DIRECTORS Dean Pritchard 4 BOARD OF DIRECTORS Peter Cassidy 5 BOARD OF DIRECTORS Richard Knight 6 BOARD OF DIRECTORS Tony Larkin 7 Francesca Lee Company Secretary & General Counsel 8 EXECUTIVE COMMITTEE Tony Barnes Brett Fletcher Stewart Howe Chief Financial Officer Chief Operating Officer Chief Development Officer 9 SCHEME MEETING TO CONSIDER THE PROPOSED MERGER OF ZINIFEX LIMITED AND OXIANA LIMITED 10 Southern China Laos Sepon Thailand Operation Exploration Cambodia Martabe Indonesia Wiluna Toro Golden Grove Prominent Hill Melbourne Headquarters 11 ANDUM O THE MEMOR TION T TORY T IN RELA LIMITED LANA OXIANA EXP LIMITED AND FOR THE SCHEME OF ARRANGEMEN PROPOSED MERGER OF ZINIFEX THAT YOU TORS UNANIMOUSLY RECOMMEND YOUR DIREC VOUR PROPOSAL A SUPERIOR VOTE INTHE F ABSENCE OF A THE SCHEME, IN EXPLANATORY OF MEMORANDUM ENTION. TE ATT TO DECIDING AND REQUIRES YOUR IMMEDIA T TIRETY PRIOR TANT DOCUMEN T IN ITS EN SCHEME. T, HIS DOCUMEN THE THIS IS AN IMPOR T TH THIS DOCUMEN TE IN FAVOUR OF YOU SHOULD READT TO VO TO DEAL WI THER AS TO HOW AXATION OR O WHETHER OR NO T T IF YOU ARE IN ANYT YOURDOUB FINANCIAL,T ELY.LEGAL, PLEASE CONSUL N 29 101 657 309) PROFESSIONAL ADVISER IMMEDIA ZINIFEX LIMITED (AB ADVISER LEGAL ADVISERS FINANCIAL 12 OVERVIEW OF PROPOSED MERGER 1 Share exchanged for 3.1931 Shares 50% 50% MergeCo 13 OVERVIEW OF PROPOSED MERGER 14 OVERVIEW OF PROPOSED MERGER Grant Samuel Independent Report "The benefits of the merger are collectively significant and outweigh the disadvantages" 6 May 2008 The Directors Zinifex Limited Freshwater Place Level 29, 2 Southbank Boulevard Southbank VIC 3006 “The merger terms are fair to Dear Directors Proposed Merger with Oxiana Limited Zinifex shareholders" 1 Introduction Zinifex Limited (“Zinifex”) is an Australian zinc and lead producer. Zinifex’s major asset is the Century zinc mine. Situated in Queensland, Century produces around 500,000 tonnes of zinc in concentrate per annum and is the second largest zinc mine in the world. In addition, Zinifex operates the Rosebery zinc/lead/copper mine in Tasmania. Zinifex also has a number of development projects, including zinc projects in Queensland and northern Canada and (through recently acquired Allegiance Mining NL) a nickel project in Tasmania. Listed on the Australian Stock Exchange (“ASX”), Zinifex had a market capitalisation of $5.4 billion at 29 February 2008. Oxiana is a diversified Australian resources company. It operates copper and gold mines at Sepon in " ... the benefits essentially relate to the creation Laos and the Golden Grove zinc/copper mine in Western Australia. Oxiana’s Prominent Hill copper/gold mine is scheduled to commence production during the second half of 2008. Oxiana has completed a feasibility study for its Martabe gold project in Indonesia and project construction is expected to within MergeCo of growth options not available commence during 2008. Also listed on the ASX, Oxiana had a market capitalisation of $6.1 billion at 29 February 2008. to Zinifex on a standalone basis" On 3 March 2008, Zinifex and Oxiana announced an agreed merger (“Merger”). Under the Merger, Zinifex shareholders will receive 3.1931 shares in Oxiana for each share held in Zinifex. Shareholders in both Zinifex and Oxiana will be entitled to retain the dividends payable to them in respect of the period to 31 December 2007. Zinifex shareholders will collectively hold approximately 50% of the shares in the merged company (“MergeCo”), which is to be renamed following the transaction. The Merger is to be effected by way of a Scheme of Arrangement (“Scheme”), which is subject to the approval of Zinifex shareholders. The directors of Zinifex have engaged Grant Samuel & Associates Pty Limited (“Grant Samuel”) to prepare an independent expert’s report setting out whether, in its opinion, the Merger is in the best "The merger is in the best interests of interests of Zinifex shareholders. This letter contains a summary of Grant Samuel’s opinion and main conclusions and will accompany the Zinifex shareholders " Notice of Meeting and Scheme Booklet to be sent to Zinifex shareholders. Grant Samuel’s full report is included in the Scheme Book Supplement. In Grant Samuel’s view this letter provides a comprehensive and balanced summary of our detailed report and contains sufficient information such that Zinifex shareholders need not read our detailed report prior to reaching a decision as to whether to vote in favour of the Merger. 2 Summary of Opinion In Grant Samuel’s view the terms of the Merger are fair to Zinifex shareholders. Based on both share market values and Grant Samuel’s assessment of the full underlying values of Zinifex and Oxiana, Zinifex shareholders’ collective interest in MergeC o will be approximately proportionate to Zinifex’s contribution of value to MergeCo. It should be recognised that estimates of value in relation to the Merger ar e subject to considerable uncertainty. The relative share market values of Zinifex and Oxiana have changed substantially in recent months (apparently reflecting the un derperformance of zinc relative to copper and changing expectations of future zinc and copper prices) and, absent the Merger, could be expected to continue to change. Grant Page 1 125 15 MERGER HIGHLIGHTS S&P / ASX 200 (Mining Companies) Revenue by Metal BHP Billiton 209.3 Rio Tinto 160.5 Copper 23% Fortescue Metals 22.0 Lead 7% Newcrest Mining 17.3 Merged Group 11.6 Gold 5% Lihir Gold 8.3 Alumina 7.3 Silver 4% Oxiana 6.1 Zinifex 5.4 Zinc 61% Aquarius Platinum 4.2 Energy Resources 4.1 Paladin Energy 3.8 Minara Resources 3.0 A$ billion market capitalisation Source: Thomson Datastream as at 29 February 2008. 16 MERGER HIGHLIGHTS A stronger GROWTH foundation for growth STRENGTH DIVERSITY 17 MERGER HIGHLIGHTS Complementary project timelines 18 MERGER HIGHLIGHTS • Strong balance sheet • Larger, broader shareholder base • Diversified board and management • Independent experts report recommends merger is in best interest of Zinifex shareholders 19 POTENTIAL DISADVANTAGES OF THE MERGER • Changing investment profile • Future share price value uncertain • Changed cash profile • Increased depreciation and amortisation expenses 20 PLANNED TIMELINE Zinifex Scheme Meeting Monday 16th June 2008 Court hearing for approval of scheme Friday 20th June 2008 Scheme Implemented Tuesday 1st July 2008 MergeCo General Meeting Friday 18th July 2008 21 ANDREW MICHELMORE CEO and Managing Director 22 TWO COMPANIES WITH A STRONG RECORD OF DELIVERING est 2004 est 1994 Total NPAT of $4 billion Successfully developed Sepon gold & copper mines Total dividends of $1.2 billion Acquired Golden Grove Acquired Wolfden Resources Acquired & developed Prominent Hill and Allegiance Mining copper & gold deposit Realised $1.8 billion through Acquired Agincourt Resources, Nyrstar IPO Martabe gold & silver deposits 23 OZ Minerals A leading, global, diversified minerals company 24 OZ MINERALS OUTLOOK • Strong, long-term demand for our metals • Expansive development pipeline • Enhanced exploration capacity • Strengthened expertise enterprise-wide • Diversification improves our risk profile 25 OZ MINERALS OBJECTIVES • Maintain focus on growth • Produce consistent, competitive shareholder returns • Pursue high quality, long-life assets • Remain open to new metals and energy opportunities 26 OZ Minerals A leading, global, diversified minerals company 27 FORMAL BUSINESS OF THE MEETING “That, pursuant to and in accordance with section 411 of the Corporations Act, the scheme of arrangement proposed between Zinifex and the holders of its ordinary shares, as contained in and more particularly described in the document of which the notice convening this meeting forms part, is approved (with or without modification as approved by the Supreme Court of Victoria).” 28 FORMAL BUSINESS OF THE MEETING 30 SCHEME MEETING TO CONSIDER THE PROPOSED MERGER OF ZINIFEX LIMITED AND OXIANA LIMITED Your directors unanimously recommend that you VOTE IN FAVOUR of the Scheme, in the absence of a Superior Proposal 31.
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