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For Personal Use Only Use Personal For 604 page 2/2 15 July 2001 Form 604 Corporations Act 2001 Section 671B Notice of change of interests of substantial holder To Company Name/Scheme Aquila Resources Limited ( Aquila ) ACN/ARSN ACN 092 002 769 1. Details of substantial holder (1) Baosteel Group Corporation ( Baosteel ), Fortune BS Company Pte. Ltd. ( Fortune BS ), Baosteel Resources Australia Pty Ltd (ACN 154 815 362) ( Baosteel Resources Australia ), Baosteel Australia Mining Company Pty Ltd (ACN 100 513 844) Name (Baosteel Australia Mining ), ACN 169 052 288 Pty Ltd ( SPV ) and each of Baosteel's other subsidiaries listed in Annexure A ( Baosteel Subsidiaries ) ACN/ARSN (if applicable) As specified above There was a change in the interests of the substantial holder on 11/07/2014 The previous notice was given to the company 11/07/2014 on The previous notice was dated 11/07/2014 2. Previous and present voting power The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows: Previous notice Present notice Class of securities (4) Person’s votes Voting power (5) Person’s votes Voting power (5) Ordinary Shares 383,659,874 93.17% 387,991,232 94.22% 3. Changes in relevant interests Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows: Class and Person whose Consideration Date of Nature of number of Person’s votes relevant interest given in relation change change (6) securities affected changed to change (7) affected Fortune BS, Baosteel Acquired a relevant interest in Resources Australia, 4,331,358 ordinary shares pursuant to Baosteel, Baosteel contracts arising from acceptances of Australia Mining, the $3.40 cash per ordinary share takeover offers contained in Baosteel 4,331,358 11/07/2014 other Baosteel (subject to the terms of the 4,331,358 Resources Australia's and Aurizon ordinary shares Subsidiaries and Offer) Operations' bidders' statement dated Aurizon Operations 14 May 2014 (as supplemented) Limited ( Aurizon (Offer ) Operations ) For personal use only ME_114619563_1 (W2007) 4. Present relevant interests Particulars of each relevant interest of the substantial holder in voting securitie s after the change are as follows: Holder of Registered Person entitled Nature of Class and relevant holder of to be registered relevant number of Person’s votes interest securities as holder (8) interest (6) securities Registered holder of 58,492,674 ordinary shares and taken under section 608(3)(a) of the Fortune BS in Corporations Act to have a relevant interest in Fortune BS in 387,991,232 Fortune BS respect of 329,498,588 ordinary shares in which Baosteel 387,991,232 respect of ordinary shares 58,492,674 Resources Australia has a relevant interest by 58,492,674 ordinary shares, reason of having voting power in excess of ordinary shares, Baosteel 20% in Baosteel Resources Australia Baosteel Resources Resources Registered holder of 271,083,467 ordinary Australia in respect Australia in respect shares, taken under section 608(3)(a) of the of 271,083,467 of 271,083,467 Corporations Act to have a relevant interest in ordinary shares, ordinary shares, 58,492,674 shares held by Fortune BS by Aurizon Operations Aurizon Operations reason of having voting power in excess of in respect of Baosteel in respect of 20% in Fortune BS, joint registered holder with 41,271,851 387,991,232 Resources 41,271,851 Aurizon Operations in respect of 1 ordinary 387,991,232 ordinary shares, ordinary shares Australia ordinary shares, the share and taken under section 608(1) to have a and Baosteel and holders of ordinary relevant interest in 41,271,851 ordinary shares Aurizon Operations shares accepted held by Aurizon Operations and 17,143,239 (subject to the into the Offer in accepted into the Offer by virtue of having terms of the Offer respect of power to control the voting and disposal of and the Joint 17,143,239 those ordinary shares Bidding Agreement ordinary shares, between Baosteel Taken under section 608(3)(b) of the and Baosteel and Aurizon Corporations Act to have a relevant interest by 387,991,232 Baosteel Resources 387,991,232 Operations dated 3 reason of controlling Fortune BS and Baosteel ordinary shares Australia and May 2014 1) in Resources Australia Aurizon Operations respect of (jointly) as to 1 Taken under section 608(3)(a) of the Baosteel Australia 17,143,240 ordinary share Corporations Act to have a relevant interest by Mining and the ordinary shares 387,991,232 reason of having voting power in excess of 387,991,232 other Baosteel ordinary shares 20% in each of Fortune BS and Baosteel Subsidiaries Resources Australia 5. Changes in association The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows: Name and ACN/ARSN (if applicable) Nature of association NIL Not applicable 6. Addresses The addresses of persons named in this form are as follows: Name Address Baosteel, Fortune BS and each other Baosteel Subsidiary (other than c/o Baosteel Tower, No 370 Pudian Road, Pudong New District, Shanghai, China SPV) Baosteel Resources Australia and Level 20, Allendale Square, 77 St Georges Terrace, Perth, WA, 6000 Baosteel Australia Mining SPV c/o Aurizon Holdings, Level 17, 175 Eagle Street, Brisbane, QLD, 4000 Aurizon Operations Level 17, 175 Eagle Street, Brisbane, QLD, 4000 Signature For personal use only print name Adam Handley capacity Solicitor sign here date 14/07/2014 1 A copy of this agreement was annexed to the change of substantial holder notice dated 5 May 2014 ME_114619563_1 (W2007) DIRECTIONS (1) If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 6 of the form. (2) See the definition of "associate" in section 9 of the Corporations Act 2001. (3) See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001. (4) The voting shares of a company constitute one class unless divided into separate classes. (5) The person’s votes divided by the total votes in the body corporate or scheme multiplied by 100. (6) Include details of: (a) any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B( 4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and (b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies). See the definition of "relevant agreement" in section 9 of the Corporations Act 2001. (7) Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interes t was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included on any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired. (8) If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write “unknown’”. (9) Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice For personal use only ME_114619563_1 (W2007) ANNEXURE A Baosteel Subsidiaries This Annexure A of 12 pages referred to in Form 604 Notice of change of interests of substantial holder and signed by me, Adam Handley (solicitor): Signed: Dated: 14 July 2014 Name ACN/ARSN (if applicable) Baoshan Iron & Steel Co., Ltd. Baosteel Group Shanghai No. 1 Iron and Steel Co., Ltd. Baosteel Group Shanghai No. 2 Co., Ltd. Baosteel Group Shanghai Pudong Iron and Steel Co., Ltd. Baosteel Group Shanghai No. 5 Iron and Steel Co., Ltd Baosteel Group Shanghai Meishan Iron and Steel Co., Ltd. Baosteel Group Shanghai Steel Tube Co., Ltd. Baosteel Resources Co., Ltd. Shanghai Iron & Steel Institution Fortune Investment Co., Ltd. Baosteel Metal Co., Ltd Shanghai Baosteel International Economic & Trading Co., Ltd. Fortune Trust Co., Ltd. Baosteel Engineering & Technology Group Co., Ltd. Baosteel Development Co., Ltd. Baosteel Group Baoshan Hotel Shanghai Baosteel Technology and Economic Development Company Baosteel Resources International Co., Ltd. Baosteel Group Xinjiang Bayi Iron & Steel Co., Ltd.
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