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CHALLENGER LIMITED Major Shareholding Notification 2014

Dec 3, 2014

64641_rns_2014-12-03_0b8f7764-686c-41b9-9dd7-8759e7b66e9a.pdf

Major Shareholding Notification

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Sydney

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Level 15, 255 Pitt Street Sydney NSW 2000 Australia GPO Box 3698 Sydney NSW 2001 www.challenger.com.au

Telephone 02 9994 7000 Facsimile 02 9994 7777

4 December 2014

The Manager Company Announcements Office ASX Limited 20 Bridge Street SYDNEY NSW 2000

By electronic lodgement

Dear Sir/Madam

Re: Notice of initial substantial holder and change of interests of substantial holder – OZ Minerals Limited (OZL)

We attach a Form 603 and Form 604 ( Forms ) in relation to OZ Minerals Limited. Challenger Limited and its subsidiaries became a substantial holder on 29 October 2014. On 18 November 2014 there was a one percent change of interest in the security occurred. Due to an inadvertent data code entry error for the security, notices were not lodged at the relevant times. This data code error has been corrected. The Forms disclose all changes of relevant interests as at 2 December 2014.

Yours faithfully

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Andrew Brown Company Secretary

attach

Melbourne Level 19, 31 Queen Street PO Box 297, Flinders Lane, Melbourne VIC 3000 Telephone 02 9994 7000 Facsimile 02 9994 7777 Brisbane Level 9, 241 Adelaide Street GPO Box 3234, Brisbane QLD 4001 Telephone 07 3136 5400 Facsimile 07 3136 5407 Perth Level 5, 50 Georges Terrace, Perth WA 6000 Telephone 08 9261 7412 Facsimile 08 9321 5277 Adelaide Level 7, Suite 714, 147 Pirie Street Adelaide SA 5000 Telephone 08 7071 7042 Facsimile 08 8227 0395

Challenger Limited ABN 85 106 842 371 Challenger Group Services Pty Limited ABN 91 085 657 307 Challenger Life Company Limited ABN 44 072 486 938 AFSL 234670 Howard Commercial Lending Limited ABN 65 000 033 143 Challenger Listed Investments Limited ABN 94 055 293 644 AFSL 236 887 Challenger Diversified Property Trust 1 ARSN 121 484 606 Challenger Diversified Property Trust 2 ARSN 121 484 713 Challenger Management Services Limited ABN 29 092 382 842 AFSL 234 678 Challenger Retirement and Investment Services Limited ABN 80 115 534 453 AFSL295642 RSE Licence No. L0001304 Challenger Mortgage Management Pty Ltd ABN 72 087 271 109 Challenger Securitisation Management Pty Ltd ABN 56 100 346 898 AFSL 244593

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603 page 1/2 15 July 2001

Form 603

Corporations Act 2001 Section 671B

Notice of initial substantial holder

To Company Name/Scheme

ACN/ARSN

OZ Minerals Limited

005 482 824

1. Details of substantial holder (1) Name Challenger Limited (and entities listed in Annexure 1) ACN / ARSN (if applicable) 106 842 371

The holder became a substantial holder on 29/10/2014 .

2. Details of 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 on the date the substantial holder became a substantial holder are as follows:

Class of securities(4) Number of securities Persons’ votes(5) Voting power(6)
Ordinary Fully Paid Same aspersons votes 15,459,935 5.09%

3. Details of relevant interests

The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:

Holder of relevant interest Nature of relevant interest(7) Class and number of securities
See Annexure 2
See Annexure 1 Ordinary fully paid shares
purchased and sold on market
by Challenger Limited and the
entities listed in Annexure 1,
and obtain a relevant interest
by virtue of section 608(3) of
the Corporations Act 2001.

4. Details of present registered holders

The persons registered as holders of the securities referred to in paragraph 3 above are as follows:

Holder of relevant
interest
Registered holder of
securities
Person entitled to be
registered as holder(8)
Class and number of
securities
Challenger
Limited and each
other entity
named in
Annexure 1
JP Morgan
Nominees
Australia Ltd
JP Morgan Nominees
Australia Ltd
4,788,918
(ordinary fully paid)
As above Citicorp
Nominees Pty
Limited
Citicorp Nominees Pty
Limited
3,020,818
(ordinary fully paid)
As above National
Nominees Limited
National Nominees
Limited
3,987,204
(ordinary fully paid)
As above HSBC Custody
Nominees
(Australia)
Limited
HSBC Custody
Nominees (Australia)
Limited
3,662,995
(ordinary fully paid)

5. Consideration

The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows:

Holder of relevant
interest
Date of acquisition Consideration (9) Consideration (9) Class and number of
securities
Cash Non-cash
See Annexure 1 See Annexure 2 See
Annexure 2
See Annexure 2

603 2/2 15 July 2001

6. Associates

The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:

Name and ACN/ARSN (if applicable) Nature of association N/A N/A

7. Addresses

The addresses of persons named in this form are as follows:

Name Address Challenger Limited and each Level 15, 255 Pitt Street, Sydney entity named in Annexure 1

Signature

print name Andrew Brown capacity Company Secretary

sign here date 04/12/2014

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 7 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 A.

  • (4) The voting shares of a company constitute one class unless divided into separate classes.

  • (5) The total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an associate has a relevant interest in.

  • (6) The person’s votes divided by the total votes in the body corporate or scheme multiplied by 100.

  • (7) Include details of:

  • (a) any relevant agreement or other circumstances by which the relevant interest was acquired. 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.

  • (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) Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest 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 of 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.

Annexure 1

This is page 1 of 5 of Annexure 1 referred to in ASIC Form 603 - Notice of initial substantial holder.

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Andrew Brown - Company Secretary of Challenger Limited 04/12/2014

04/12/2014
Company Name ACN / Company No. Country of
Incorporation
255 FINANCE PTY LTD 168 112 507 AUSTRALIA
ACCURIUM HOLDINGS PTY LTD 158 242 936 AUSTRALIA
ACCURIUM PTY LTD 009 492 219 AUSTRALIA
ACRUX LIMITED 082 001 152 AUSTRALIA
ALLFINE HOLDINGS PTY LTD 100 231 918 AUSTRALIA
ALPHACAT 2013, LTD 47159 BERMUDA
ALPHINITY INVESTMENT MANAGEMENT PTY LTD 140 833 709 AUSTRALIA
APPIA EUROPE LIMITED 6490323 ENGLAND/WALES
APPIA FINANCE 2 LIMITED 6538054 ENGLAND/WALES
APPIA FINANCE LIMITED 6490331 ENGLAND/WALES
APPIA GROUP LIMITED 99865 JERSEY
APPIA INVESTMENTS LIMITED 6490313 ENGLAND/WALES
ARDEA INVESTMENT MANAGEMENT PTY LTD 132 902 722 AUSTRALIA
ARETE INVESTMENT PARTNERS PTY LTD 167 156 961 AUSTRALIA
ASSETSECURE PTY. LIMITED 110 953 618 AUSTRALIA
BELVINO INVESTMENTS PTY LIMITED 147 114 387 AUSTRALIA
BENTHAM ASSET MANAGEMENT PTY LTD 140 833 674 AUSTRALIA
BLUEZEN PTY LTD 100 220 175 AUSTRALIA
CDPG AUSTRALIA PTY LIMITED 124 498 095 AUSTRALIA
CDPG LUXEMBOURG HOLDINGS SARL B 127717 LUXEMBOURG
CDPG LUXEMBOURG II SARL B 127580 LUXEMBOURG
CDPG LUXEMBOURG SARL B 127515 LUXEMBOURG
CDPG MALTA LIMITED C 41110 MALTA
CESCADE PTY LIMITED 096 097 399 AUSTRALIA
CFSG HOLDINGS NO 2 (VICTORIA) PTY LIMITED 107 601 605 AUSTRALIA
CHALLENGER DIRECT PTY LTD 006 475 501 AUSTRALIA
CHALLENGER DIVERSIFIED PROPERTY DEVELOPMENT PTY LIMITED 121 624 833 AUSTRALIA
CHALLENGER DPG FRANCE II SAS 495 391 062 FRANCE
CHALLENGER DPG FRANCE SAS 495 390 392 R.C.S. FRANCE
CHALLENGER EMERGING MARKET INFRASTRUCTURE FUND PTE. LTD 200804361D SINGAPORE
CHALLENGER FINANCIAL SERVICES PTY LIMITED 087 464 131 AUSTRALIA
CHALLENGER FM 2 HOLDINGS PTY LIMITED 080 036 657 AUSTRALIA
CHALLENGER FM NOMINEES PTY LIMITED 130 035 353 AUSTRALIA
CHALLENGER FUNDS MANAGEMENT HOLDINGS PTY LIMITED 107 728 030 AUSTRALIA
CHALLENGER GROUP HOLDINGS LIMITED 002 993 302 AUSTRALIA
CHALLENGER GROUP PTY LIMITED 003 374 196 AUSTRALIA
CHALLENGER GROUP SERVICES (UK) LIMITED 04244127 ENGLAND/WALES
CHALLENGER GROUP SERVICES PTY. LTD. 085 657 307 AUSTRALIA
CHALLENGER HOLDING VAGYONKEZELO KFT 01-09-879644 HUNGARY
CHALLENGER HOME LOAN CORPORATION PTY LTD 058 891 302 AUSTRALIA
CHALLENGER INVENTORY FINANCE SERVICING PTY LIMITED 107 706 810 AUSTRALIA
CHALLENGER JERSEY I3 LIMITED 95120 JERSEY
CHALLENGER LBC TERMINALS HOLDING COMPANY LIMITED C41149 MALTA

Annexure 1

This is page 2 of 5 of Annexure 1 referred to in ASIC Form 603 - Notice of initial substantial holder.

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Andrew Brown - Company Secretary of Challenger Limited 04/12/2014

04/12/2014
Company Name ACN / Company No. Country of
Incorporation
CHALLENGER LBC TERMINALS LIMITED C41150 MALTA
CHALLENGER LIFE COMPANY HOLDINGS PTY LTD 006 381 193 AUSTRALIA
CHALLENGER LIFE COMPANY LIMITED 072 486 938 AUSTRALIA
CHALLENGER LIFE DEBT INVESTMENTS (EUROPE) LIMITED 07626067 ENGLAND/WALES
CHALLENGER LIFE FUND PROPERTY INVESTMENTS PTY LTD 161 212 693 AUSTRALIA
CHALLENGER LIFE NOMINEES NO.2 PTY LTD 078 627 013 AUSTRALIA
CHALLENGER LIFE NOMINEES NO.3 PTY LIMITED 151 482 147 AUSTRALIA
CHALLENGER LIFE NOMINEES PTY LTD 091 336 793 AUSTRALIA
CHALLENGER LIFE OFFSHORE INVESTMENTS LIMITED 105145 JERSEY
CHALLENGER LIFE SUBSIDIARY HOLDINGS LTD 099 742 122 AUSTRALIA
CHALLENGER LIMITED 106 842 371 AUSTRALIA
CHALLENGER LISTED INVESTMENTS LIMITED 055 293 644 AUSTRALIA
CHALLENGER LUXEMBOURG HOLDING NO.1A SARL B124890 LUXEMBOURG
CHALLENGER LUXEMBOURG HOLDING NO.1B SARL B124891 LUXEMBOURG
CHALLENGER LUXEMBOURG HOLDING NO.2 SARL B124889 LUXEMBOURG
CHALLENGER MANAGED INVESTMENTS (INTERNATIONAL) PTY LIMITED 120 871 212 AUSTRALIA
CHALLENGER MANAGEMENT SERVICES LIMITED 092 382 842 AUSTRALIA
CHALLENGER MARGIN LENDING PTY LIMITED 091 338 822 AUSTRALIA
CHALLENGER MBK EMERGING MARKET INFRASTRUCTURE FUND GP LTD WK-209744 CAYMAN ISLANDS
CHALLENGER MBK FUND MANAGEMENT PTE. LTD 200804360M SINGAPORE
CHALLENGER MORTGAGE MANAGEMENT PTY LTD 087 271 109 AUSTRALIA
CHALLENGER NON-CONFORMING FINANCE PTY LTD 107 725 486 AUSTRALIA
CHALLENGER ORIGINATOR FINANCE PTY LIMITED 095 085 466 AUSTRALIA
CHALLENGER PROPERTY ASSET MANAGEMENT PTY LTD 077 569 021 AUSTRALIA
CHALLENGER RETIREMENT AND INVESTMENT SERVICES LIMITED 115 534 453 AUSTRALIA
CHALLENGER SECURITISATION MANAGEMENT PTY LTD 100 346 898 AUSTRALIA
CHALLENGER SKYBRIDGE (CAPITAL II) INVESTMENT LLP OC338355 ENGLAND/WALES
CHALLENGER SKYBRIDGE (FUND SLP) JERSEY LIMITED 100742 JERSEY
CHALLENGER SKYBRIDGE (GP HOLDINGS) INVESTMENT LLP OC338388 ENGLAND/WALES
CHALLENGER SKYBRIDGE (GROUP) HOLDING COMPANY PTY LTD 130 888 327 AUSTRALIA
CHALLENGER SKYBRIDGE (HASTINGS) HOLDING COMPANY PTY LTD 130 888 274 AUSTRALIA
CHALLENGER SKYBRIDGE (HASTINGS) INVESTMENT LLP OC338387 ENGLAND/WALES
CHALLENGER SKYBRIDGE FUND (LP) JERSEY LIMITED 100741 JERSEY
CHALLENGER SPECIAL SERVICING PTY LIMITED 107 707 415 AUSTRALIA
CHALLENGER SPECIALISED FINANCE NO.2 PTY LTD 168 107 355 AUSTRALIA
CHALLENGER SPECIALISED FINANCE PTY LTD 164 516 401 AUSTRALIA
CHALLENGER TREASURY LIMITED 093 307 996 AUSTRALIA
CHALLENGER UK TANK STORAGE LIMITED 6067787 ENGLAND/WALES
CHALLENGER UK TERMINALS LIMITED 95751 JERSEY
CHALLENGER WELCOME BREAK LIMITED 99827 JERSEY
CHALLENGER WHOLESALE FINANCE HOLDINGS PTY LIMITED 087 284 240 AUSTRALIA
CHALLENGER WIND HOLDINGS PTY LIMITED 151 496 061 AUSTRALIA
CLASHFERN INVESTMENTS (UK) LIMITED 4558112 ENGLAND/WALES

Annexure 1

This is page 3 of 5 of Annexure 1 referred to in ASIC Form 603 - Notice of initial substantial holder.

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Andrew Brown - Company Secretary of Challenger Limited

04/12/2014

04/12/2014
Company Name ACN / Company No. Country of
Incorporation
CLS US HOLDINGS, LLC 5302598 UNITED STATES
CPHIC INVESTMENTS PTY LTD 093 340 526 AUSTRALIA
CSPP1 BROADBEACH PTY LTD 122 460 977 AUSTRALIA
CSPP1 INVESTMENT COMPANY 1 PTY LIMITED 120 463 023 AUSTRALIA
CSPP1 MAITLAND PTY LTD 122 460 968 AUSTRALIA
CSPP1 MAVIS COURT PTY LTD 122 461 983 AUSTRALIA
EMIF HOLDINGS PTY LTD 130 565 169 AUSTRALIA
ENDOWMENT WARRANTS LIMITED 009 568 503 AUSTRALIA
FIDANTE LIMITED 06172534 ENGLAND/WALES
FIDANTE PARTNERS (UK & EUROPE) LIMITED 06393787 ENGLAND/WALES
FIDANTE PARTNERS ALPHINITY HOLDINGS PTY LTD 140 716 016 AUSTRALIA
FIDANTE PARTNERS ARDEA HOLDINGS PTY LTD 133 865 853 AUSTRALIA
FIDANTE PARTNERS ARETE HOLDINGS PTY LTD 143 836 373 AUSTRALIA
FIDANTE PARTNERS BENTHAM HOLDINGS PTY LTD 140 715 573 AUSTRALIA
FIDANTE PARTNERS HOLDINGS PTY LIMITED 123 318 650 AUSTRALIA
FIDANTE PARTNERS INVESTMENT FUNDS PUBLIC LIMITED COMPANY 533320 IRELAND
FIDANTE PARTNERS KAPSTREAM HOLDINGS PTY LIMITED 123 319 460 AUSTRALIA
FIDANTE PARTNERS LIMITED 002 835 592 AUSTRALIA
FIDANTE PARTNERS MERLON HOLDINGS PTY LTD 140 715 662 AUSTRALIA
FIDANTE PARTNERS METISQ HOLDINGS PTY LTD 143 376 961 AUSTRALIA
FIDANTE PARTNERS NOVAPORT HOLDINGS PTY LTD 140 715 797 AUSTRALIA
FIDANTE PARTNERS R&M HOLDINGS PTY LIMITED 152 375 436 AUSTRALIA
FIDANTE PARTNERS SERVICES LIMITED 119 605 373 AUSTRALIA
FIDANTE PARTNERS TEMPO HOLDINGS PTY LTD 167 321 262 AUSTRALIA
FIDANTE PARTNERS WAVESTONE HOLDINGS PTY LIMITED 133 626 276 AUSTRALIA
FIDANTE PARTNERS WHITEHELM HOLDINGS PTY LTD 169 043 903 AUSTRALIA
FIVE OCEANS ASSET MANAGEMENT LIMITED 113 453 160 AUSTRALIA
FUTURE FIBRE PTY LTD 152 668 721 AUSTRALIA
GASVALPO FINANCE PTY LIMITED 003 376 529 AUSTRALIA
GASVALPO S.A. 96.960.800-6 CHILE
GREENCAPE CAPITAL PTY LTD 120 328 529 AUSTRALIA
GV CAYMAN COMPANY LIMITED OG-206918 CAYMAN ISLANDS
GV CHILE HOLDING LIMITADA 12431 17236 11675 CHILE
GV CHILE LIMITADA 12430 17253 11696 CHILE
GV JERSEY HOLDING COMPANY LIMITED 100293 JERSEY
GV JERSEY TRUSTEE COMPANY LIMITED 100294 JERSEY
GV JERSEY TRUSTEE COMPANY NO. 2 LIMITED 100367 JERSEY
HOMELOANS LIMITED 095 034 003 AUSTRALIA
HOWARD COMMERCIAL LENDING LIMITED 000 033 143 AUSTRALIA
KAPSTREAM CAPITAL PTY LIMITED 122 076 117 AUSTRALIA
KINETIC INVESTMENT PARTNERS PTY LTD 009 568 496 AUSTRALIA
LANV PTY LTD 147 224 502 AUSTRALIA
LBC TANK TERMINALS (JERSEY) LIMITED 97371 JERSEY

Annexure 1

This is page 4 of 5 of Annexure 1 referred to in ASIC Form 603 - Notice of initial substantial holder.

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Andrew Brown - Company Secretary of Challenger Limited 04/12/2014

04/12/2014
Company Name ACN / Company No. Country of
Incorporation
LEASE COLLATERAL NO.2 PTY LTD 168 112 481 AUSTRALIA
LEASE COLLATERAL PTY LTD 168 112 472 AUSTRALIA
LEASE FUNDING MANAGEMENT PTY LTD 168 112 490 AUSTRALIA
MAITLAND NOMINEE HOLDINGS PTY LIMITED 122 853 114 AUSTRALIA
MAVIS COURT DEVELOPMENT CO PTY LTD 124 112 956 AUSTRALIA
MAWBURY PTY LIMITED 096 097 479 AUSTRALIA
MERLON CAPITAL PARTNERS PTY LTD 140 833 683 AUSTRALIA
METISQ CAPITAL HOLDINGS PTY LTD 158 011 351 AUSTRALIA
METISQ CAPITAL PTY LTD 104 642 613 AUSTRALIA
METISQ CAPITAL SINGAPORE PTE. LTD. 49G SINGAPORE
MIR ASIA PACIFIC EQUITY FEEDER FUND LTD 184062 CAYMAN ISLANDS
MIR ASIA PACIFIC EQUITY MASTER FUND LTD 184007 CAYMAN ISLANDS
MIR GREATER CHINA PTE LTD 200715836D SINGAPORE
MIR LIBRA CAPITAL MANAGEMENT LTD 236748 CAYMAN ISLANDS
MIR LIBRA GREATER CHINA EQUITY FUND LTD WK-237319 CAYMAN ISLANDS
NOVAPORT CAPITAL PTY LTD 140 833 656 AUSTRALIA
OAKLANDS HILL PTY LTD 149 814 559 AUSTRALIA
OAKLANDS HILL WIND FARM PTY LTD 126 595 935 AUSTRALIA
OIKOS LIMITED 2705354 ENGLAND/WALES
OIKOS STORAGE LIMITED 315280 ENGLAND/WALES
RESIDENTIAL REAL ESTATE TOTAL RETURN OPPORTUNITIES FUND LTD. 212456 CAYMAN ISLANDS
RESIDENTIAL REAL ESTATE TOTAL RETURN OPPORTUNITIES MASTER FUND L.P. 27263 CAYMAN ISLANDS
STRUCTURED CREDIT RESEARCH LLP OC328062 ENGLAND/WALES
TALAVERA HERRING PTY LIMITED 086 068 984 AUSTRALIA
TEMPO ASSET MANAGEMENT PTY LTD 167 321 637 AUSTRALIA
THE LIBERTY GROUP CONSORTIUM PTY LTD 082 564 289 AUSTRALIA
TLG SERVICES PTY LIMITED 092 500 608 AUSTRALIA
TLGH PTY LIMITED 092 927 467 AUSTRALIA
TRE DATA CENTRES CANBERRA PTY LTD 141 881 227 AUSTRALIA
US LLC HOLDINGS PTY LTD 130 888 292 AUSTRALIA
WATERFORD COUNTY PTY LIMITED 122 853 089 AUSTRALIA
WAVESTONE CAPITAL PTY LTD 120 179 419 AUSTRALIA
WELCOME BREAK CAYMAN LIMITED FC027450 CAYMAN ISLANDS
WELCOME BREAK GROUP HOLDINGS LIMITED FC027451 CAYMAN ISLANDS
WELCOME BREAK GROUP LIMITED 03147949 ENGLAND/WALES
WELCOME BREAK HOLDINGS (1) LIMITED 04099287 ENGLAND/WALES
WELCOME BREAK HOLDINGS (2) LIMITED 04379574 ENGLAND/WALES
WELCOME BREAK HOLDINGS LIMITED 03290817 CAYMAN ISLANDS
WELCOME BREAK LIMITED 01735476 ENGLAND/WALES
WELCOME BREAK NO.1 LIMITED 08331837 ENGLAND/WALES
WELCOME BREAK NO.2 LIMITED 08331870 ENGLAND/WALES
WELCOME BREAK NO.3 LIMITED 08331918 ENGLAND/WALES
WELCOME BREAK SERVICES LIMITED 04099292 ENGLAND/WALES

Annexure 1

This is page 5 of 5 of Annexure 1 referred to in ASIC Form 603 - Notice of initial substantial holder.

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Andrew Brown - Company Secretary of Challenger Limited

04/12/2014 ACN / Company No. Country of Company Name Incorporation WYETREE ASSET MANAGEMENT LTD. 06041569 ENGLAND/WALES WYETREE FUNDS PLC 520464 IRELAND

Annexure 2

04/12/2014

Annexure 2 consists of 3 pages and is referred to in Form 603 signed by me and dated

==> picture [155 x 47] intentionally omitted <==

Andrew Brown

Transactions:

OZ Minerals Limited (OZL) As at 29/10/2014 Ordinary Fully Paid

Date of Change Holder of relevant interest Nature of Change Consideration Number of
securities
Person's Votes
Affected
28/06/2014 Challenger Limited
(the entities listed in Annexure 1)
OpeningBalance 8,769,866 8,769,866
16/07/2014 As above Buy 57,884.59 13,339 13,339
16/07/2014 As above Buy 18,876.83 4,350 4,350
16/07/2014 As above Buy 381,737.14 87,968 87,968
16/07/2014 As above Buy 17,236.49 3,972 3,972
16/07/2014 As above Buy 464,808.18 107,111 107,111
16/07/2014 As above Buy 821,836.21 189,385 189,385
16/07/2014 As above Buy 1,016,159.02 234,165 234,165
16/07/2014 As above Buy 22,539.36 5,194 5,194
16/07/2014 As above Buy 94,766.00 21,838 21,838
01/08/2014 As above Buy 254,115.12 55,727 55,727
01/08/2014 As above Sell 254,115.12 55,727
-
55,727
05/08/2014 As above Buy 479,967.35 105,543 105,543
05/08/2014 As above Buy 566,658.25 124,606 124,606
05/08/2014 As above Buy 23,706.64 5,213 5,213
05/08/2014 As above Buy 1,032,455.27 227,033 227,033
05/08/2014 As above Buy 1,277,120.70 280,834 280,834
05/08/2014 As above Buy 69,059.85 15,186 15,186
05/08/2014 As above Buy 22,510.62 4,950 4,950
05/08/2014 As above Buy 307,913.45 67,709 67,709
05/08/2014 As above Buy 3,042,007.88 668,926 668,926
06/08/2014 As above Buy 111,457.28 24,626 24,626
06/08/2014 As above Buy 131,593.45 29,075 29,075
06/08/2014 As above Buy 5,508.14 1,217 1,217
06/08/2014 As above Buy 239,764.85 52,975 52,975
06/08/2014 As above Buy 296,579.73 65,528 65,528
06/08/2014 As above Buy 16,040.14 3,544 3,544
06/08/2014 As above Buy 5,227.53 1,155 1,155
06/08/2014 As above Buy 71,506.27 15,799 15,799
06/08/2014 As above Buy 706,422.61 156,081 156,081
07/08/2014 As above Buy 1,091,664.42 236,291 236,291
07/08/2014 As above Sell 1,091,664.42 236,291
-
236,291
07/08/2014 As above Buy 1,216,981.92 263,416 263,416
07/08/2014 As above Sell 1,216,981.92 263,416
-
263,416
12/08/2014 As above Buy 235,377.78 52,882 52,882
12/08/2014 As above Buy 23,220.87 5,217 5,217
12/08/2014 As above Buy 18,845.53 4,234 4,234
12/08/2014 As above Buy 209,383.94 47,042 47,042
12/08/2014 As above Buy 28,308.36 6,360 6,360
12/08/2014 As above Buy 33,418.11 7,508 7,508
12/08/2014 As above Buy 1,397.61 314 314
12/08/2014 As above Buy 60,894.13 13,681 13,681
12/08/2014 As above Buy 75,324.27 16,923 16,923
12/08/2014 As above Buy 4,072.67 915 915
12/08/2014 As above Buy 1,326.40 298 298
12/08/2014 As above Buy 18,160.08 4,080 4,080
12/08/2014 As above Buy 179,410.91 40,308 40,308
13/08/2014 As above Buy 277,725.28 63,992 63,992
13/08/2014 As above Buy 27,394.08 6,312 6,312
13/08/2014 As above Buy 22,238.16 5,124 5,124
13/08/2014 As above Buy 247,050.16 56,924 56,924
13/08/2014 As above Buy 33,400.64 7,696 7,696
13/08/2014 As above Buy 39,433.24 9,086 9,086
13/08/2014 As above Buy 1,649.20 380 380
13/08/2014 As above Buy 71,844.36 16,554 16,554

Page 1 of 3

13/08/2014 As above Buy 88,870.18 20,477 20,477
13/08/2014 As above Buy 4,804.38 1,107 1,107
13/08/2014 As above Buy 1,566.74 361 361
13/08/2014 As above Buy 21,426.58 4,937 4,937
13/08/2014 As above Buy 211,692.18 48,777 48,777
18/08/2014 As above Buy 130,048.78 29,572 29,572
18/08/2014 As above Buy 31,210.48 7,097 7,097
19/08/2014 As above Buy 65,947.04 14,786 14,786
19/08/2014 As above Buy 15,828.89 3,549 3,549
20/08/2014 As above Buy 104,112.09 23,657 23,657
20/08/2014 As above Buy 24,988.31 5,678 5,678
28/08/2014 As above Buy 792,358.46 182,710 182,710
28/08/2014 As above Buy 74,981.54 17,290 17,290
29/08/2014 As above Buy 285,083.63 66,334 66,334
29/08/2014 As above Buy 26,976.66 6,277 6,277
05/09/2014 As above Buy 75,109.13 17,771 17,771
05/09/2014 As above Buy 18,778.34 4,443 4,443
08/09/2014 As above Buy 60,436.25 14,229 14,229
08/09/2014 As above Buy 15,108.00 3,557 3,557
10/09/2014 As above Buy 32,275.68 7,600 7,600
10/09/2014 As above Buy 132,924.84 31,300 31,300
12/09/2014 As above Sell 9,632.43 2,358
-
2,358
16/09/2014 As above Buy 12,139.03 3,003 3,003
16/09/2014 As above Buy 1,176.31 291 291
16/09/2014 As above Buy 89,949.26 22,252 22,252
16/09/2014 As above Buy 8,917.31 2,206 2,206
16/09/2014 As above Buy 133,517.17 33,030 33,030
16/09/2014 As above Buy 95,418.49 23,605 23,605
16/09/2014 As above Buy 2,138.38 529 529
16/09/2014 As above Buy 54,162.78 13,399 13,399
16/09/2014 As above Buy 6,811.28 1,685
1,685
17/09/2014 As above Buy 12,386.88 3,022
3,022
17/09/2014 As above Buy 151,540.43 36,971 36,971
17/09/2014 As above Buy 48,600.66 11,857 11,857
17/09/2014 As above Buy 4,709.64 1,149 1,149
17/09/2014 As above Buy 360,129.35 87,860 87,860
17/09/2014 As above Buy 35,705.52 8,711 8,711
17/09/2014 As above Buy 534,541.65 130,411 130,411
17/09/2014 As above Buy 382,017.48 93,200 93,200
17/09/2014 As above Buy 8,566.70 2,090 2,090
17/09/2014 As above Buy 216,844.11 52,903 52,903
17/09/2014 As above Buy 27,269.98 6,653 6,653
18/09/2014 As above Buy 12,036.54 2,990 2,990
18/09/2014 As above Buy 147,280.60 36,586 36,586
18/09/2014 As above Buy 47,236.39 11,734 11,734
18/09/2014 As above Buy 4,577.11 1,137 1,137
18/09/2014 As above Buy 350,001.77 86,944 86,944
18/09/2014 As above Buy 34,704.70 8,621 8,621
18/09/2014 As above Buy 519,503.68 129,050 129,050
18/09/2014 As above Buy 371,273.04 92,228 92,228
18/09/2014 As above Buy 8,324.94 2,068 2,068
18/09/2014 As above Buy 210,744.19 52,351 52,351
18/09/2014 As above Buy 26,504.55 6,584 6,584
19/09/2014 As above Buy 7,322.59 1,782 1,782
19/09/2014 As above Buy 89,592.89 21,803 21,803
19/09/2014 As above Buy 28,735.64 6,993 6,993
19/09/2014 As above Buy 2,786.04 678 678
19/09/2014 As above Buy 212,905.87 51,812 51,812
19/09/2014 As above Buy 21,108.96 5,137 5,137
19/09/2014 As above Buy 316,018.03 76,905 76,905
19/09/2014 As above Buy 225,849.85 54,962 54,962
19/09/2014 As above Buy 5,066.64 1,233 1,233
19/09/2014 As above Buy 128,194.71 31,197 31,197
19/09/2014 As above Buy 16,120.39 3,923 3,923
22/09/2014 As above Buy 3,502.28 866 866
22/09/2014 As above Buy 42,876.61 10,602 10,602
22/09/2014 As above Buy 13,750.28 3,400 3,400
22/09/2014 As above Buy 1,330.54 329 329
22/09/2014 As above Buy 101,893.62 25,195 25,195
22/09/2014 As above Buy 10,102.41 2,498 2,498
22/09/2014 As above Buy 151,244.99 37,398 37,398
22/09/2014 As above Buy 108,089.33 26,727 26,727
22/09/2014 As above Buy 2,422.48 599 599
22/09/2014 As above Buy 61,354.56 15,171 15,171
22/09/2014 As above Buy 7,716.33 1,908 1,908
26/09/2014 As above Sell 799,386.27 208,837
-
208,837

Page 2 of 3

14/10/2014 As above Buy 55,865.62 14,150 14,150
14/10/2014 As above Buy 16,416.20 4,158 4,158
15/10/2014 As above Buy 21,351.75 5,250 5,250
15/10/2014 As above Buy 6,271.31 1,542 1,542
16/10/2014 As above Buy 27,183.16 6,820 6,820
16/10/2014 As above Buy 4,089.43 1,026 1,026
16/10/2014 As above Buy 177,954.01 44,647 44,647
16/10/2014 As above Buy 103,909.81 26,070 26,070
16/10/2014 As above Buy 3,846.30 965 965
16/10/2014 As above Buy 121,586.83 30,505 30,505
16/10/2014 As above Buy 17,358.16 4,355 4,355
16/10/2014 As above Buy 1,574.39 395 395
16/10/2014 As above Buy 223,133.06 55,982 55,982
16/10/2014 As above Buy 8,274.52 2,076 2,076
17/10/2014 As above Buy 62,719.30 15,784 15,784
17/10/2014 As above Buy 9,433.33 2,374 2,374
17/10/2014 As above Buy 410,572.22 103,325 103,325
17/10/2014 As above Buy 239,735.24 60,332 60,332
17/10/2014 As above Buy 8,869.08 2,232 2,232
17/10/2014 As above Buy 280,520.27 70,596 70,596
17/10/2014 As above Buy 40,045.94 10,078 10,078
17/10/2014 As above Buy 3,631.87 914 914
17/10/2014 As above Buy 514,819.62 129,560 129,560
17/10/2014 As above Buy 19,093.15 4,805 4,805
20/10/2014 As above Buy 41,368.19 10,316 10,316
20/10/2014 As above Buy 6,223.68 1,552 1,552
20/10/2014 As above Buy 270,826.11 67,536 67,536
20/10/2014 As above Buy 158,134.28 39,434 39,434
20/10/2014 As above Buy 5,850.74 1,459 1,459
20/10/2014 As above Buy 185,042.05 46,144 46,144
20/10/2014 As above Buy 26,414.53 6,587
6,587
20/10/2014 As above Buy 2,398.04 598
598
20/10/2014 As above Buy 339,587.30 84,683 84,683
20/10/2014 As above Buy 12,595.72 3,141 3,141
21/10/2014 As above Buy 27,329.35 6,758 6,758
21/10/2014 As above Buy 4,112.75 1,017 1,017
21/10/2014 As above Buy 178,906.56 44,240 44,240
21/10/2014 As above Buy 104,464.61 25,832 25,832
21/10/2014 As above Buy 3,866.06 956 956
21/10/2014 As above Buy 122,237.99 30,227 30,227
21/10/2014 As above Buy 17,449.86 4,315 4,315
21/10/2014 As above Buy 1,581.20 391 391
21/10/2014 As above Buy 224,324.72 55,471 55,471
21/10/2014 As above Buy 8,322.55 2,058 2,058
23/10/2014 As above Buy 31,998.14 7,908 7,908
23/10/2014 As above Buy 4,815.10 1,190 1,190
23/10/2014 As above Buy 209,460.77 51,766 51,766
23/10/2014 As above Buy 122,307.51 30,227 30,227
23/10/2014 As above Buy 4,523.76 1,118 1,118
23/10/2014 As above Buy 143,113.58 35,369 35,369
23/10/2014 As above Buy 20,433.82 5,050 5,050
23/10/2014 As above Buy 1,853.21 458 458
23/10/2014 As above Buy 262,645.33 64,910 64,910
23/10/2014 As above Buy 9,743.49 2,408 2,408
24/10/2014 As above Buy 20,667.69 5,102 5,102
24/10/2014 As above Buy 3,107.04 767 767
24/10/2014 As above Buy 135,304.11 33,401 33,401
24/10/2014 As above Buy 79,004.70 19,503 19,503
24/10/2014 As above Buy 2,924.75 722 722
24/10/2014 As above Buy 92,445.59 22,821 22,821
24/10/2014 As above Buy 13,197.83 3,258 3,258
24/10/2014 As above Buy 1,199.07 296 296
24/10/2014 As above Buy 169,659.79 41,882 41,882
24/10/2014 As above Buy 6,291.05 1,553 1,553
29/10/2014 As above Buy 553,908.64 143,251 143,251
29/10/2014 As above Buy 24,058.61 6,222 6,222
29/10/2014 As above Buy 497,663.62 128,705 128,705
29/10/2014 As above Buy 8,483.54 2,194 2,194
29/10/2014 As above Buy 64,972.16 16,803 16,803
29/10/2014 As above Buy 39,351.41 10,177 10,177
29/10/2014 As above Buy 1,061,467.15 274,515 274,515
29/10/2014 As above Buy 843,454.87 218,133 218,133

15,459,935

Page 3 of 3

604 page 1/2 15 July 2001

Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To Company name/Scheme ACN/ARSN

OZ Minerals Limited 005 482 824

1. Details of substantial holder (1)

Name Challenger Limited (and the entities listed in Annexure 1)

ACN/ARSN (if applicable) 106 842 371

There was a change in the interests of the substantial holder on The previous notice was given to the company on The previous notice was dated

18.11.2014 04.12.2014 04.12.2014

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:

Class of securities (4)
Previous notice
Present notice
Person's votes
Voting power(5)
Person's votes
Voting power(5)
OrdinaryFullyPaid
15,459,935
5.09%
19,109,259
6.30%
Changes in relevant interests
culars 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 th
tantial holder was last required to give a substantial holding notice to the company or scheme are as follows:
Date of change
Person whose relevant
interest changed
Nature of change
(6)
Consideration given
in relation to change
(7)
Class and number
of securities
affected
Person's votes
affected
Refer
Annexure 2
Challenger Limited
And each other entity
namedin Annexure1
Refer Annexure 2
Refer Annexure 2
Refer Annexure
2
Refer Annexure 2
Present relevant interests
culars of each relevant interest of the substantial holder in voting securities after the change are as follows:
Class of securities (4)
Previous notice
Present notice
Person's votes
Voting power(5)
Person's votes
Voting power(5)
OrdinaryFullyPaid
15,459,935
5.09%
19,109,259
6.30%
Changes in relevant interests
culars 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 th
tantial holder was last required to give a substantial holding notice to the company or scheme are as follows:
Date of change
Person whose relevant
interest changed
Nature of change
(6)
Consideration given
in relation to change
(7)
Class and number
of securities
affected
Person's votes
affected
Refer
Annexure 2
Challenger Limited
And each other entity
namedin Annexure1
Refer Annexure 2
Refer Annexure 2
Refer Annexure
2
Refer Annexure 2
Present relevant interests
culars of each relevant interest of the substantial holder in voting securities after the change are as follows:
Class of securities (4)
Previous notice
Present notice
Person's votes
Voting power(5)
Person's votes
Voting power(5)
OrdinaryFullyPaid
15,459,935
5.09%
19,109,259
6.30%
Changes in relevant interests
culars 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 th
tantial holder was last required to give a substantial holding notice to the company or scheme are as follows:
Date of change
Person whose relevant
interest changed
Nature of change
(6)
Consideration given
in relation to change
(7)
Class and number
of securities
affected
Person's votes
affected
Refer
Annexure 2
Challenger Limited
And each other entity
namedin Annexure1
Refer Annexure 2
Refer Annexure 2
Refer Annexure
2
Refer Annexure 2
Present relevant interests
culars of each relevant interest of the substantial holder in voting securities after the change are as follows:
Class of securities (4)
Previous notice
Present notice
Person's votes
Voting power(5)
Person's votes
Voting power(5)
OrdinaryFullyPaid
15,459,935
5.09%
19,109,259
6.30%
Changes in relevant interests
culars 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 th
tantial holder was last required to give a substantial holding notice to the company or scheme are as follows:
Date of change
Person whose relevant
interest changed
Nature of change
(6)
Consideration given
in relation to change
(7)
Class and number
of securities
affected
Person's votes
affected
Refer
Annexure 2
Challenger Limited
And each other entity
namedin Annexure1
Refer Annexure 2
Refer Annexure 2
Refer Annexure
2
Refer Annexure 2
Present relevant interests
culars of each relevant interest of the substantial holder in voting securities after the change are as follows:
Class of securities (4)
Previous notice
Present notice
Person's votes
Voting power(5)
Person's votes
Voting power(5)
OrdinaryFullyPaid
15,459,935
5.09%
19,109,259
6.30%
Changes in relevant interests
culars 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 th
tantial holder was last required to give a substantial holding notice to the company or scheme are as follows:
Date of change
Person whose relevant
interest changed
Nature of change
(6)
Consideration given
in relation to change
(7)
Class and number
of securities
affected
Person's votes
affected
Refer
Annexure 2
Challenger Limited
And each other entity
namedin Annexure1
Refer Annexure 2
Refer Annexure 2
Refer Annexure
2
Refer Annexure 2
Present relevant interests
culars of each relevant interest of the substantial holder in voting securities after the change are as follows:
Class of securities (4)
Previous notice
Present notice
Person's votes
Voting power(5)
Person's votes
Voting power(5)
OrdinaryFullyPaid
15,459,935
5.09%
19,109,259
6.30%
Changes in relevant interests
culars 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 th
tantial holder was last required to give a substantial holding notice to the company or scheme are as follows:
Date of change
Person whose relevant
interest changed
Nature of change
(6)
Consideration given
in relation to change
(7)
Class and number
of securities
affected
Person's votes
affected
Refer
Annexure 2
Challenger Limited
And each other entity
namedin Annexure1
Refer Annexure 2
Refer Annexure 2
Refer Annexure
2
Refer Annexure 2
Present relevant interests
culars of each relevant interest of the substantial holder in voting securities after the change are as follows:
Holder of relevant
interest
Registered
holder of
securities
Persons entitled to
be registered as
holder (8)
Nature of relevant interest (6) Class and
number of
securities
Person's
votes
Challenger Limited
And each other
entity named in
Annexure 1
Citicorp
Nominees Pty
Ltd
Citicorp Nominees
Pty Limited
Ordinary fully paid shares
purchased on market by Challenger
Limited and the entities listed in
Annexure 1, and obtain a relevant
interest by virtue of section 608(3) of
the CorporationsAct2001.
3,674,264
(ordinary fully
paid)
3,674,264
As above JP Morgan
Nominees
AustraliaLtd
JP Morgan
Nominees
AustraliaLtd
As above 5,929,844
(ordinary fully
paid)
5,929,844
As above National
Nominees Ltd
National
Nominees Limited
As above 4,936,342
(ordinary fully
paid)
4,936,342
As above HSBC
Custody
Nominees
(Australia)Ltd
HSBC Custody
Nominees
(Australia) Limited
As above 4,568,809
(ordinary fully
paid)
4,568,809
Changes in association
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
g interests in the company or scheme are as follows:
Name and ACN/ARSN (ifapplicable)
Nature of association
N/A
N/A

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:

4. Present relevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

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:

ASX\20141204 OZL ASIC Form 604

604 page 2/2 15 July 2001

6. Addresses

The addresses of persons named in this form are as follows:

es
s of persons named in this form are as follows:
Name Address
Challenger Limited
And eachotherentitynamedin Annexure1
Level 15, 255 Pitt Street, Sydney NSW 2000

 Signature

print name Andrew Brown

==> picture [157 x 51] intentionally omitted <==

capacity Company Secretary

date 04/12/2014

ASX\20141204 OZL ASIC Form 604

Annexure 1

This is page 1 of 5 of Annexure 1 referred to in ASIC Form 604 - Notice of change of interests of substantial holder.

==> picture [149 x 52] intentionally omitted <==

Andrew Brown - Company Secretary of Challenger Limited 04/12/2014

04/12/2014
Company Name ACN / Company No. Country of
Incorporation
255 FINANCE PTY LTD 168 112 507 AUSTRALIA
ACCURIUM HOLDINGS PTY LTD 158 242 936 AUSTRALIA
ACCURIUM PTY LTD 009 492 219 AUSTRALIA
ACRUX LIMITED 082 001 152 AUSTRALIA
ALLFINE HOLDINGS PTY LTD 100 231 918 AUSTRALIA
ALPHACAT 2013, LTD 47159 BERMUDA
ALPHINITY INVESTMENT MANAGEMENT PTY LTD 140 833 709 AUSTRALIA
APPIA EUROPE LIMITED 6490323 ENGLAND/WALES
APPIA FINANCE 2 LIMITED 6538054 ENGLAND/WALES
APPIA FINANCE LIMITED 6490331 ENGLAND/WALES
APPIA GROUP LIMITED 99865 JERSEY
APPIA INVESTMENTS LIMITED 6490313 ENGLAND/WALES
ARDEA INVESTMENT MANAGEMENT PTY LTD 132 902 722 AUSTRALIA
ARETE INVESTMENT PARTNERS PTY LTD 167 156 961 AUSTRALIA
ASSETSECURE PTY. LIMITED 110 953 618 AUSTRALIA
BELVINO INVESTMENTS PTY LIMITED 147 114 387 AUSTRALIA
BENTHAM ASSET MANAGEMENT PTY LTD 140 833 674 AUSTRALIA
BLUEZEN PTY LTD 100 220 175 AUSTRALIA
CDPG AUSTRALIA PTY LIMITED 124 498 095 AUSTRALIA
CDPG LUXEMBOURG HOLDINGS SARL B 127717 LUXEMBOURG
CDPG LUXEMBOURG II SARL B 127580 LUXEMBOURG
CDPG LUXEMBOURG SARL B 127515 LUXEMBOURG
CDPG MALTA LIMITED C 41110 MALTA
CESCADE PTY LIMITED 096 097 399 AUSTRALIA
CFSG HOLDINGS NO 2 (VICTORIA) PTY LIMITED 107 601 605 AUSTRALIA
CHALLENGER DIRECT PTY LTD 006 475 501 AUSTRALIA
CHALLENGER DIVERSIFIED PROPERTY DEVELOPMENT PTY LIMITED 121 624 833 AUSTRALIA
CHALLENGER DPG FRANCE II SAS 495 391 062 FRANCE
CHALLENGER DPG FRANCE SAS 495 390 392 R.C.S. FRANCE
CHALLENGER EMERGING MARKET INFRASTRUCTURE FUND PTE. LTD 200804361D SINGAPORE
CHALLENGER FINANCIAL SERVICES PTY LIMITED 087 464 131 AUSTRALIA
CHALLENGER FM 2 HOLDINGS PTY LIMITED 080 036 657 AUSTRALIA
CHALLENGER FM NOMINEES PTY LIMITED 130 035 353 AUSTRALIA
CHALLENGER FUNDS MANAGEMENT HOLDINGS PTY LIMITED 107 728 030 AUSTRALIA
CHALLENGER GROUP HOLDINGS LIMITED 002 993 302 AUSTRALIA
CHALLENGER GROUP PTY LIMITED 003 374 196 AUSTRALIA
CHALLENGER GROUP SERVICES (UK) LIMITED 04244127 ENGLAND/WALES
CHALLENGER GROUP SERVICES PTY. LTD. 085 657 307 AUSTRALIA
CHALLENGER HOLDING VAGYONKEZELO KFT 01-09-879644 HUNGARY
CHALLENGER HOME LOAN CORPORATION PTY LTD 058 891 302 AUSTRALIA
CHALLENGER INVENTORY FINANCE SERVICING PTY LIMITED 107 706 810 AUSTRALIA
CHALLENGER JERSEY I3 LIMITED 95120 JERSEY
CHALLENGER LBC TERMINALS HOLDING COMPANY LIMITED C41149 MALTA

Annexure 1

This is page 2 of 5 of Annexure 1 referred to in ASIC Form 604 - Notice of change of interests of substantial holder.

==> picture [149 x 52] intentionally omitted <==

Andrew Brown - Company Secretary of Challenger Limited 04/12/2014

04/12/2014
Company Name ACN / Company No. Country of
Incorporation
CHALLENGER LBC TERMINALS LIMITED C41150 MALTA
CHALLENGER LIFE COMPANY HOLDINGS PTY LTD 006 381 193 AUSTRALIA
CHALLENGER LIFE COMPANY LIMITED 072 486 938 AUSTRALIA
CHALLENGER LIFE DEBT INVESTMENTS (EUROPE) LIMITED 07626067 ENGLAND/WALES
CHALLENGER LIFE FUND PROPERTY INVESTMENTS PTY LTD 161 212 693 AUSTRALIA
CHALLENGER LIFE NOMINEES NO.2 PTY LTD 078 627 013 AUSTRALIA
CHALLENGER LIFE NOMINEES NO.3 PTY LIMITED 151 482 147 AUSTRALIA
CHALLENGER LIFE NOMINEES PTY LTD 091 336 793 AUSTRALIA
CHALLENGER LIFE OFFSHORE INVESTMENTS LIMITED 105145 JERSEY
CHALLENGER LIFE SUBSIDIARY HOLDINGS LTD 099 742 122 AUSTRALIA
CHALLENGER LIMITED 106 842 371 AUSTRALIA
CHALLENGER LISTED INVESTMENTS LIMITED 055 293 644 AUSTRALIA
CHALLENGER LUXEMBOURG HOLDING NO.1A SARL B124890 LUXEMBOURG
CHALLENGER LUXEMBOURG HOLDING NO.1B SARL B124891 LUXEMBOURG
CHALLENGER LUXEMBOURG HOLDING NO.2 SARL B124889 LUXEMBOURG
CHALLENGER MANAGED INVESTMENTS (INTERNATIONAL) PTY LIMITED 120 871 212 AUSTRALIA
CHALLENGER MANAGEMENT SERVICES LIMITED 092 382 842 AUSTRALIA
CHALLENGER MARGIN LENDING PTY LIMITED 091 338 822 AUSTRALIA
CHALLENGER MBK EMERGING MARKET INFRASTRUCTURE FUND GP LTD WK-209744 CAYMAN ISLANDS
CHALLENGER MBK FUND MANAGEMENT PTE. LTD 200804360M SINGAPORE
CHALLENGER MORTGAGE MANAGEMENT PTY LTD 087 271 109 AUSTRALIA
CHALLENGER NON-CONFORMING FINANCE PTY LTD 107 725 486 AUSTRALIA
CHALLENGER ORIGINATOR FINANCE PTY LIMITED 095 085 466 AUSTRALIA
CHALLENGER PROPERTY ASSET MANAGEMENT PTY LTD 077 569 021 AUSTRALIA
CHALLENGER RETIREMENT AND INVESTMENT SERVICES LIMITED 115 534 453 AUSTRALIA
CHALLENGER SECURITISATION MANAGEMENT PTY LTD 100 346 898 AUSTRALIA
CHALLENGER SKYBRIDGE (CAPITAL II) INVESTMENT LLP OC338355 ENGLAND/WALES
CHALLENGER SKYBRIDGE (FUND SLP) JERSEY LIMITED 100742 JERSEY
CHALLENGER SKYBRIDGE (GP HOLDINGS) INVESTMENT LLP OC338388 ENGLAND/WALES
CHALLENGER SKYBRIDGE (GROUP) HOLDING COMPANY PTY LTD 130 888 327 AUSTRALIA
CHALLENGER SKYBRIDGE (HASTINGS) HOLDING COMPANY PTY LTD 130 888 274 AUSTRALIA
CHALLENGER SKYBRIDGE (HASTINGS) INVESTMENT LLP OC338387 ENGLAND/WALES
CHALLENGER SKYBRIDGE FUND (LP) JERSEY LIMITED 100741 JERSEY
CHALLENGER SPECIAL SERVICING PTY LIMITED 107 707 415 AUSTRALIA
CHALLENGER SPECIALISED FINANCE NO.2 PTY LTD 168 107 355 AUSTRALIA
CHALLENGER SPECIALISED FINANCE PTY LTD 164 516 401 AUSTRALIA
CHALLENGER TREASURY LIMITED 093 307 996 AUSTRALIA
CHALLENGER UK TANK STORAGE LIMITED 6067787 ENGLAND/WALES
CHALLENGER UK TERMINALS LIMITED 95751 JERSEY
CHALLENGER WELCOME BREAK LIMITED 99827 JERSEY
CHALLENGER WHOLESALE FINANCE HOLDINGS PTY LIMITED 087 284 240 AUSTRALIA
CHALLENGER WIND HOLDINGS PTY LIMITED 151 496 061 AUSTRALIA
CLASHFERN INVESTMENTS (UK) LIMITED 4558112 ENGLAND/WALES

Annexure 1

This is page 3 of 5 of Annexure 1 referred to in ASIC Form 604 - Notice of change of interests of substantial holder.

==> picture [149 x 52] intentionally omitted <==

Andrew Brown - Company Secretary of Challenger Limited

04/12/2014

04/12/2014
Company Name ACN / Company No. Country of
Incorporation
CLS US HOLDINGS, LLC 5302598 UNITED STATES
CPHIC INVESTMENTS PTY LTD 093 340 526 AUSTRALIA
CSPP1 BROADBEACH PTY LTD 122 460 977 AUSTRALIA
CSPP1 INVESTMENT COMPANY 1 PTY LIMITED 120 463 023 AUSTRALIA
CSPP1 MAITLAND PTY LTD 122 460 968 AUSTRALIA
CSPP1 MAVIS COURT PTY LTD 122 461 983 AUSTRALIA
EMIF HOLDINGS PTY LTD 130 565 169 AUSTRALIA
ENDOWMENT WARRANTS LIMITED 009 568 503 AUSTRALIA
FIDANTE LIMITED 06172534 ENGLAND/WALES
FIDANTE PARTNERS (UK & EUROPE) LIMITED 06393787 ENGLAND/WALES
FIDANTE PARTNERS ALPHINITY HOLDINGS PTY LTD 140 716 016 AUSTRALIA
FIDANTE PARTNERS ARDEA HOLDINGS PTY LTD 133 865 853 AUSTRALIA
FIDANTE PARTNERS ARETE HOLDINGS PTY LTD 143 836 373 AUSTRALIA
FIDANTE PARTNERS BENTHAM HOLDINGS PTY LTD 140 715 573 AUSTRALIA
FIDANTE PARTNERS HOLDINGS PTY LIMITED 123 318 650 AUSTRALIA
FIDANTE PARTNERS INVESTMENT FUNDS PUBLIC LIMITED COMPANY 533320 IRELAND
FIDANTE PARTNERS KAPSTREAM HOLDINGS PTY LIMITED 123 319 460 AUSTRALIA
FIDANTE PARTNERS LIMITED 002 835 592 AUSTRALIA
FIDANTE PARTNERS MERLON HOLDINGS PTY LTD 140 715 662 AUSTRALIA
FIDANTE PARTNERS METISQ HOLDINGS PTY LTD 143 376 961 AUSTRALIA
FIDANTE PARTNERS NOVAPORT HOLDINGS PTY LTD 140 715 797 AUSTRALIA
FIDANTE PARTNERS R&M HOLDINGS PTY LIMITED 152 375 436 AUSTRALIA
FIDANTE PARTNERS SERVICES LIMITED 119 605 373 AUSTRALIA
FIDANTE PARTNERS TEMPO HOLDINGS PTY LTD 167 321 262 AUSTRALIA
FIDANTE PARTNERS WAVESTONE HOLDINGS PTY LIMITED 133 626 276 AUSTRALIA
FIDANTE PARTNERS WHITEHELM HOLDINGS PTY LTD 169 043 903 AUSTRALIA
FIVE OCEANS ASSET MANAGEMENT LIMITED 113 453 160 AUSTRALIA
FUTURE FIBRE PTY LTD 152 668 721 AUSTRALIA
GASVALPO FINANCE PTY LIMITED 003 376 529 AUSTRALIA
GASVALPO S.A. 96.960.800-6 CHILE
GREENCAPE CAPITAL PTY LTD 120 328 529 AUSTRALIA
GV CAYMAN COMPANY LIMITED OG-206918 CAYMAN ISLANDS
GV CHILE HOLDING LIMITADA 12431 17236 11675 CHILE
GV CHILE LIMITADA 12430 17253 11696 CHILE
GV JERSEY HOLDING COMPANY LIMITED 100293 JERSEY
GV JERSEY TRUSTEE COMPANY LIMITED 100294 JERSEY
GV JERSEY TRUSTEE COMPANY NO. 2 LIMITED 100367 JERSEY
HOMELOANS LIMITED 095 034 003 AUSTRALIA
HOWARD COMMERCIAL LENDING LIMITED 000 033 143 AUSTRALIA
KAPSTREAM CAPITAL PTY LIMITED 122 076 117 AUSTRALIA
KINETIC INVESTMENT PARTNERS PTY LTD 009 568 496 AUSTRALIA
LANV PTY LTD 147 224 502 AUSTRALIA
LBC TANK TERMINALS (JERSEY) LIMITED 97371 JERSEY

Annexure 1

This is page 4 of 5 of Annexure 1 referred to in ASIC Form 604 - Notice of change of interests of substantial holder.

==> picture [149 x 52] intentionally omitted <==

Andrew Brown - Company Secretary of Challenger Limited 04/12/2014

04/12/2014
Company Name ACN / Company No. Country of
Incorporation
LEASE COLLATERAL NO.2 PTY LTD 168 112 481 AUSTRALIA
LEASE COLLATERAL PTY LTD 168 112 472 AUSTRALIA
LEASE FUNDING MANAGEMENT PTY LTD 168 112 490 AUSTRALIA
MAITLAND NOMINEE HOLDINGS PTY LIMITED 122 853 114 AUSTRALIA
MAVIS COURT DEVELOPMENT CO PTY LTD 124 112 956 AUSTRALIA
MAWBURY PTY LIMITED 096 097 479 AUSTRALIA
MERLON CAPITAL PARTNERS PTY LTD 140 833 683 AUSTRALIA
METISQ CAPITAL HOLDINGS PTY LTD 158 011 351 AUSTRALIA
METISQ CAPITAL PTY LTD 104 642 613 AUSTRALIA
METISQ CAPITAL SINGAPORE PTE. LTD. 49G SINGAPORE
MIR ASIA PACIFIC EQUITY FEEDER FUND LTD 184062 CAYMAN ISLANDS
MIR ASIA PACIFIC EQUITY MASTER FUND LTD 184007 CAYMAN ISLANDS
MIR GREATER CHINA PTE LTD 200715836D SINGAPORE
MIR LIBRA CAPITAL MANAGEMENT LTD 236748 CAYMAN ISLANDS
MIR LIBRA GREATER CHINA EQUITY FUND LTD WK-237319 CAYMAN ISLANDS
NOVAPORT CAPITAL PTY LTD 140 833 656 AUSTRALIA
OAKLANDS HILL PTY LTD 149 814 559 AUSTRALIA
OAKLANDS HILL WIND FARM PTY LTD 126 595 935 AUSTRALIA
OIKOS LIMITED 2705354 ENGLAND/WALES
OIKOS STORAGE LIMITED 315280 ENGLAND/WALES
RESIDENTIAL REAL ESTATE TOTAL RETURN OPPORTUNITIES FUND LTD. 212456 CAYMAN ISLANDS
RESIDENTIAL REAL ESTATE TOTAL RETURN OPPORTUNITIES MASTER FUND L.P. 27263 CAYMAN ISLANDS
STRUCTURED CREDIT RESEARCH LLP OC328062 ENGLAND/WALES
TALAVERA HERRING PTY LIMITED 086 068 984 AUSTRALIA
TEMPO ASSET MANAGEMENT PTY LTD 167 321 637 AUSTRALIA
THE LIBERTY GROUP CONSORTIUM PTY LTD 082 564 289 AUSTRALIA
TLG SERVICES PTY LIMITED 092 500 608 AUSTRALIA
TLGH PTY LIMITED 092 927 467 AUSTRALIA
TRE DATA CENTRES CANBERRA PTY LTD 141 881 227 AUSTRALIA
US LLC HOLDINGS PTY LTD 130 888 292 AUSTRALIA
WATERFORD COUNTY PTY LIMITED 122 853 089 AUSTRALIA
WAVESTONE CAPITAL PTY LTD 120 179 419 AUSTRALIA
WELCOME BREAK CAYMAN LIMITED FC027450 CAYMAN ISLANDS
WELCOME BREAK GROUP HOLDINGS LIMITED FC027451 CAYMAN ISLANDS
WELCOME BREAK GROUP LIMITED 03147949 ENGLAND/WALES
WELCOME BREAK HOLDINGS (1) LIMITED 04099287 ENGLAND/WALES
WELCOME BREAK HOLDINGS (2) LIMITED 04379574 ENGLAND/WALES
WELCOME BREAK HOLDINGS LIMITED 03290817 CAYMAN ISLANDS
WELCOME BREAK LIMITED 01735476 ENGLAND/WALES
WELCOME BREAK NO.1 LIMITED 08331837 ENGLAND/WALES
WELCOME BREAK NO.2 LIMITED 08331870 ENGLAND/WALES
WELCOME BREAK NO.3 LIMITED 08331918 ENGLAND/WALES
WELCOME BREAK SERVICES LIMITED 04099292 ENGLAND/WALES

Annexure 1

This is page 5 of 5 of Annexure 1 referred to in ASIC Form 604 - Notice of change of interests of substantial holder.

==> picture [149 x 52] intentionally omitted <==

Andrew Brown - Company Secretary of Challenger Limited

04/12/2014 ACN / Company No. Country of Company Name Incorporation WYETREE ASSET MANAGEMENT LTD. 06041569 ENGLAND/WALES WYETREE FUNDS PLC 520464 IRELAND

Annexure 2

04/12/2014

This is page 1 of 1 page of Annexure 2 referred to in Form 604 signed by me and dated

==> picture [155 x 46] intentionally omitted <==

Andrew Brown

Transactions:

OZ Minerals Limited (OZL) As at 02/12/2014 Ordinary Fully Paid

Date of Change Holder of relevant interest Nature of Change Consideration Number of
securities
Person's Votes
Affected
30/10/2014 Challenger Limited
(the entities listed in Annexure 1)
Buy 517,607.50 134,297 134,297
30/10/2014 As above Buy 22,481.55 5,833 5,833
30/10/2014 As above Buy 465,051.63 120,661 120,661
30/10/2014 As above Buy 7,924.24 2,056 2,056
30/10/2014 As above Buy 60,711.36 15,752 15,752
30/10/2014 As above Buy 36,772.92 9,541 9,541
30/10/2014 As above Buy 991,916.91 257,360 257,360
30/10/2014 As above Buy 788,183.90 204,500 204,500
31/10/2014 As above Buy 453,828.84 118,314 118,314
31/10/2014 As above Buy 19,712.18 5,139 5,139
31/10/2014 As above Buy 407,749.38 106,301 106,301
31/10/2014 As above Buy 6,950.47 1,812 1,812
31/10/2014 As above Buy 53,233.23 13,878 13,878
31/10/2014 As above Buy 32,239.90 8,405 8,405
31/10/2014 As above Buy 869,675.59 226,726 226,726
31/10/2014 As above Buy 691,061.56 180,161 180,161
18/11/2014 As above Buy 298,994.50 85,427 85,427
18/11/2014 As above Buy 28,276.50 8,079 8,079
18/11/2014 As above Buy 42,252.00 12,072 12,072
18/11/2014 As above Buy 1,011,619.00 289,034 289,034
18/11/2014 As above Buy 85,466.50 24,419 24,419
18/11/2014 As above Buy 1,202,789.00 343,654 343,654
18/11/2014 As above Buy 136,391.50 38,969 38,969
18/11/2014 As above Buy 2,298,940.00 656,840 656,840
18/11/2014 As above Buy 1,827,392.00 522,112 522,112
18/11/2014 As above Buy 20,492.50 5,855 5,855
18/11/2014 As above Buy 47,386.50 13,539 13,539
20/11/2014 As above Buy 773,723.11 214,399 214,399
20/11/2014 As above Buy 87,293.26 24,189 24,189

3,649,324

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