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 EXPLANATORY PROPOSED MERGER OF ZINIFEX

THAT YOU MEMORANDUM TORS UNANIMOUSLY RECOMMEND YOUR DIREC VOUR PROPOSAL A SUPERIOR VOTE INTHE F ABSENCE OF A SCHEME, IN OF THE

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"

“The merger terms are fair to 6 May 2008

The Directors Zinifex shareholders" Zinifex Limited Freshwater Place Level 29, 2 Southbank Boulevard Southbank VIC 3006 Proposed Merger with Oxiana Limited Dear Directors

1 Introduction Zinifex Limited (“Zinifex”) is an Australian zinc and lead producer. Zinifex’s major asset is the Century " ... the benefits essentially relate to the creation 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 within MergeCo of growth options not available 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. to Zinifex on a standalone basis"

Oxiana is a diversified Australian resources company. It operates copper and gold mines at Sepon in 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 commence during 2008. Also listed on the ASX, Oxiana had agreed a market merger capitalisation (“Merger”). of Under $6.1 billion the Merger, at 29 February 2008. shares in Oxianadends for each payable share toheld them in Zinifex.in respect Shareholders of the period in to On 3 March 2008, Zinifex and Oxiana announced an Zinifex shareholders will receive 3.1931 both Zinifex and Oxiana will be entitled to retain the divi "The merger is in the best interests of 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 Associates is subject Pty Limitedto the approval (“Grant of Samuel”) Zinifex to Zinifex shareholders " shareholders.

The directors of Zinifex have engaged Grant Samuel prepare an independent expert’s report setting out whether, in its opinion, the Merger is in the best interests of Zinifex shareholders.

This letter contains a summary of Grant Samuel’s opinion and main conclusions and will accompany the 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. 15

2 Summary of Opinion o will be approximately proportionate to Zinifex’s 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 Zinifexe subject and to Oxiana, considerable Zinifex shareholders’ collective interest in MergeC relation to the Merger ar nged substantially in recent contribution of value to MergeCo. nifex and Oxiana havecopper cha and changing expectations

Page 1 It should be recognised that estimatesderperformance of value in of zinc relative to uncertainty. The relative share market values of Zi months (apparently reflecting the un 125 of future zinc and copper prices) and, absent the Merger, could be expected to continue to change. Grant 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