Your OZ Minerals Directors have carefully considered the Revised Proposal from BHP and unanimously recommend that OZ Minerals Shareholders vote in favour of the Scheme Resolution subject to the Independent Expert continuing to conclude that the Scheme is in the best interests of OZ Minerals Shareholders and in the absence of a Superior Proposal.1
The reasons for this recommendation, and other matters that you may wish to take into consideration, are set out in the “Reasons to vote in favour of the Scheme Resolution” in Section 3.2 of the Scheme Booklet. The OZ Minerals Directors unanimously believe that the benefits of the Scheme outweigh its potential disadvantages and risks.
Your OZ Minerals Directors recommend that, before voting on the Scheme Resolution, all OZ Minerals Shareholders:
- carefully read the contents of the Scheme Booklet (including the Independent Expert’s Report);
- obtain advice from appropriate legal, financial and tax professionals with regards to how the Scheme might impact them; and
- consider their own preferences, personal and financial circumstances.
In considering this recommendation of the OZ Minerals Board, OZ Minerals Shareholders should have regard to OZ Minerals Chief Executive Officer and Managing Director’s economic interest in the outcome of the acquisition of OZ Minerals under the Scheme. This information is set out at Section 7.14 of the Scheme Booklet.
1 You should note that when considering this recommendation that, if the Scheme becomes Effective, OZ Minerals’ Managing Director and Chief Executive Officer, Andrew Cole, will receive a cash payment of approximately $6 million in relation to his entitlements under OZ Minerals’ incentive plans. Please see Section 7.14 of the Scheme Booklet for more information. The OZ Minerals Board, and Mr Cole, consider that notwithstanding these arrangements, it is appropriate for Mr Cole to make a recommendation on the Scheme given Mr Cole’s role in the operation and management of OZ Minerals and that OZ Minerals Shareholders would wish to know Mr Cole’s views in relation to the Scheme.