ACCEPT Sinosteel’s $5.60 Cash Offer for all your Shares in Midwest

This is an important document that requires your immediate attention. If you are in any doubt as to how to deal with this document, you should consult your financial or other professional adviser as soon as possible.

If you have any queries in relation to Sinosteel’s Offer, please call the Sinosteel Offer Information Line on (toll-free) 1800 135 831 (for callers within Australia) or +61 2 8268 3679 (for callers outside Australia).

Financial Adviser

Legal Adviser

Accept

Bidder’s Statement for the Offer by Sinosteel Ocean Capital Pty Ltd ACN 128 764 063, a wholly owned subsidiary of Sinosteel Corporation, to acquire all your Shares in Midwest Corporation Limited ACN 009 224 800

For

per

sona

l use

onl

y

Contents1 Important Information 2 2 President’s Letter 33 Why You Should Accept Sinosteel’s Offer 44 Summary of the Offer, How to Accept and FAq 175 Sinosteel Corporation and Sinosteel 206 Profile of Midwest 227 Sinosteel’s Intentions for Midwest 288 Securities in Midwest 319 Sources of Cash Consideration 3310 Taxation Considerations 3511 Other Material Information 3712 Offer 4013 Definitions and Interpretation 4914 Approval of Bidder’s Statement 54 Annexure A – Announcements in Relation to the Offer 55 Annexure B – Midwest Announcements

Since 31 December 2006 64 Annexure C – Consideration Provided for Midwest

Shares During Previous Four Months 67 Corporate Directory 79

For

per

sona

l use

onl

y

1

ACCEPT Sinosteel’s $5.60 Cash Offerfor all your Shares in Midwest

For

per

sona

l use

onl

y

2

1. Important Information

1.1 Important DatesDate of announcement of Takeover Bid14 March 2008

Date of Bidder’s Statement and lodgement with ASIC31 March 2008

Opening date of Offer[ ]

Closing Date of Offer (unless extended)[ ], 5.00pm (AWST)

1.2 Important ContactsOffer Information Line*1800 135 831 (for callers within Australia) toll-free+61 2 8268 3679 (for callers outside Australia)

Share Registrar for the OfferRegistries LimitedLevel 7, 207 Kent StreetSydney NSW 2000

* Calls to these numbers may be recorded.

1.3 Important NoticesThis Bidder’s Statement is dated 31 March 2008 and is given by Sinosteel, a wholly owned subsidiary of Sinosteel Corporation, to Midwest under Part 6.5 of the Corporations Act. It was lodged with ASIC on the same date. ASIC and its officers take no responsibility for the content of this Bidder’s Statement.

This Bidder’s Statement does not take into account your individual investment objectives, financial situation or particular needs. You may wish to obtain professional financial and taxation advice before deciding whether or not to accept the Offer.

1.4 Forward Looking StatementsThis Bidder’s Statement may include certain statements that are in the nature of forward looking statements. You should be aware that such statements are only predictions and are subject to inherent risks and uncertainties which could cause actual values, results, performance or achievements to differ materially from those expressed, implied or projected in any forward looking statements. These factors include, among other things, the risks identified on pages 12 and 13 of this Bidder’s Statement.

The forward looking statements in this Bidder’s Statement reflect the views held only as at the date of this Bidder’s Statement. While Sinosteel believes that the expectations reflected in the forward looking statements in this document are reasonable, no assurance can be given that such expectations will prove to be correct. You are cautioned not to place undue reliance on any forward looking statement.

1.5 How to Accept the OfferIf your Midwest Shares are in an Issuer Sponsored Holding:

Return a completed and signed Acceptance Form to the address indicated in the form before the Offer closes.

If your Midwest Shares are in a CHESS Holding:

Either:

return a completed and signed Acceptance Form to the •address indicated in the form; or

instruct your Broker to accept the Offer on your behalf,•before the Offer closes.

If you are a Broker or a Non-Broker Participant:

Initiate acceptance of the Offer in accordance with rule 14.14 of the ASTC Settlement Rules.

1.6 PrivacySinosteel has collected your information from the Midwest register of Shareholders for the purpose of making this Offer. The Corporations Act requires the name and address of shareholders to be held in a public register. Your information may be disclosed on a confidential basis to Sinosteel and its related bodies corporate and external service providers, and may be required to be disclosed to regulators such as ASIC.

1.7 DefinitionsTerms with a capital letter used in this Bidder’s Statement are defined in Section 13.

1.8 PhotographsAssets and people depicted in photographs in this Bidder’s Statement are assets or employees of entities involved in projects in which Sinosteel Corporation has a significant interest.

For

per

sona

l use

onl

y

3

2. President’s Letter

31 March 2008

Dear Midwest Shareholder,

Cash Offer of $5.60 per Midwest Share

On behalf of Sinosteel Corporation, I am pleased to present you with Sinosteel’s Offer to acquire all of your Midwest Shares for $5.60 cash per Share.

Sinosteel Corporation believes that this Offer represents a compelling opportunity for you to realise a highly attractive value for your Midwest Shares. Providing the certainty of cash, our Offer represents a premium of:

79.8% to the one month VWAP to 9 October 2007, being the date prior to the •announcement of Murchison Metals’ failed bid for Midwest;

59.5% to the last traded price of Midwest Shares on 9 October 2007, being •the date prior to the announcement of Murchison Metals’ failed bid for Midwest; and

34.9% to the last traded price of Midwest Shares on 13 March 2008, being •the last trading day prior to the announcement of the Offer.

Our Offer for Midwest reinforces our commitment to develop the mid-west region of Western Australia into a major world-class iron ore production province, creating employment and opportunities for all stakeholders.

Sinosteel values both its role as a long-term investor in Australia for over 20 years and its relationship with Midwest as a joint venture participant. The Australian Treasurer has already confirmed through FIRB that there is no objection to the Offer and accordingly the Offer is not conditional on FIRB approval.

We invite you to carefully read through this Bidder’s Statement which contains further information about the Offer and should answer many of your questions.

The Offer is scheduled to close at 5.00pm (AWST) on [ ]. In order to accept the Offer, please follow the instructions as set out in the accompanying Acceptance Form.

The Offer is subject to conditions which are set out in Section 12.6 of this Bidder’s Statement.

If you have any questions about the Offer, please contact the Sinosteel Offer Information Line during business hours on (toll free) 1800 135 831 (from within Australia) or +61 2 8268 3679 (from outside Australia).

I strongly encourage you to accept the Offer as soon as possible for the reasons set out in this Bidder’s Statement.

Yours faithfully

Tianwen Huang

President, Sinosteel Corporation

For

per

sona

l use

onl

y

4

3. Why You Should Accept Sinosteel’s Offer

Sinosteel is offering you a significant premium for your Midwest Shares

Sinosteel’s Offer is a cash offer

Midwest’s Share price may fall if Sinosteel’s Offer is not successful

1 2 3

For

per

sona

l use

onl

y

5

Accepting the Offer provides attractive and assured value for your Midwest Shares, minimising risks

The success of Sinosteel’s Offer may have positive impacts on the development of the mid-west region of Western Australia

4 5

For

per

sona

l use

onl

y

6Section 3. Why You Should Accept Sinosteel’s Offer (continued)

Sinosteel’s Offer is a very attractive offer for your Midwest Shares. In particular, it represents a premium of:

79.8% to the one month VWAP to •9 October 2007, being the date prior to the announcement of Murchison Metals’ failed bid for Midwest;

59.5% to the last traded price of Midwest •Shares on 9 October 2007, being the date prior to the announcement of Murchison Metals’ failed bid for Midwest; and

34.9% to the last traded price of Midwest •Shares on 13 March 2008, being the last trading day prior to the announcement of the Offer.

In addition, at the time of its announcement, Sinosteel’s Offer was higher than any traded price in Midwest Shares.

Sinosteel is offering you a significant premium for your Midwest Shares

1

For

per

sona

l use

onl

y

7

Premium analysis of Sinosteel’s Offer

1 month VWAP up to the date prior to the announcement of Murchison Metals’ bid (9 October 2007)

Sinosteel’s Offer: $5.60 per Midwest Share

Closing price prior to the announcement of Murchison Metals’ bid (9 October 2007)

Closing price prior to the announcement of Sinosteel’s Offer (13 March 2008)

$3.12$3.51

$4.15

79.8% 59.5%34.9%

For

per

sona

l use

onl

y

8Section 3. Why You Should Accept Sinosteel’s Offer (continued)

Sinosteel’s Offer provides certainty of value in cash.

By accepting Sinosteel’s Offer you will:

receive $5.60 cash per Midwest Share; and•receive payment for your Midwest Shares •within one month after the later of the date you accept and the date the Offer becomes, or is declared, unconditional, and in any event no later than 21 days after the end of the Offer Period,

if the Offer becomes unconditional.

EXIM Bank has committed to provide funding to acquire the maximum number of Midwest Shares pursuant to this Offer, guaranteeing payment.

The Australian Treasurer has already confirmed through FIRB that there is no objection to the Offer and accordingly the Offer is not conditional on FIRB approval.

Sinosteel’s Offer is a cash offer

2

For

per

sona

l use

onl

y

9

For

per

sona

l use

onl

y

10Section 3. Why You Should Accept Sinosteel’s Offer (continued)

Sinosteel’s Offer of $5.60 cash per Share provides you with the opportunity to realise certain and attractive value for all of your Midwest Shares.

It is Sinosteel’s belief that the Midwest Share price has been artificially supported by takeover speculation in recent months.

If Sinosteel’s Offer is not successful (and there is no other offer available for your Midwest Shares), the Midwest Share price may fall.

Depending on the level of acceptances under the Offer, the liquidity of Midwest Shares may be substantially reduced, making it harder for you to dispose of your Midwest Shares in the future.

Midwest’s Share price may fall if Sinosteel’s Offer is not successful

3

For

per

sona

l use

onl

y

11

Historical share price and trading volume of Midwest Shares from 1 January 2006 to 27 March 2008

Sinosteel’s cash Offer: $5.60 per Midwest Share

A 10 October 2007: Murchison Metals announced a takeover bid for Midwest

B 5 December 2007: Sinosteel Corporation submitted takeover proposal letter to Midwest board

C Period during which Sinosteel Corporation group companies purchased 19.89% of Midwest Shares on-market

D 5 February 2008: Murchison Metals announced not to extend offer for Midwest

E 20 February 2008: Midwest board announced rejection of Sinosteel’s proposal

F 14 March 2008: Sinosteel announced takeover Offer for Midwest

6.00$ million shares

5.00

4.00

3.00

2.00

1.00

0.00

25.0

20.0

15.0

10.0

5.0

0.0Mar 0

6

May 0

6

Jul 0

6

Oct 0

6

Dec 0

6

Feb 0

7

May 0

7

Jul 0

7

Sep

07

Dec 0

7

Feb 0

8

Jan 0

6 — Price — Volume

B

C

F

A

D E

For

per

sona

l use

onl

y

12Section 3. Why You Should Accept Sinosteel’s Offer (continued)

Sinosteel’s cash consideration provides an opportunity to realise certain value for your Midwest Shares.

The certainty of the cash offered under Sinosteel’s Offer should be compared to the risks and uncertainties of remaining a Midwest Shareholder. These risks include exploration and development, operating, financing and regulatory risks associated with Midwest’s resource projects in addition to wider equity market, commodity price and foreign exchange risks that could affect Midwest’s Share price in the future.

These risks include, but are not limited to:

exploration and development risk •factors, including unforeseen geological and geotechnical difficulties, risks that development may not be completed on schedule, risk of overruns in construction costs and potential for significant problems in mine commissioning, including the transition from stockpile mining to open pit mining. Neither a pre-feasibility study nor a definitive feasibility study for the Weld Range Project and Koolanooka Magnetite Project have been completed;

operational and technical risk factors, •including unexpected operational and technical difficulties encountered in production, labour and equipment shortages, adverse weather conditions, industrial and environmental disputes;

Accepting the Offer provides attractive and assured value for your Midwest Shares, minimising risks

4

For

per

sona

l use

onl

y

financing uncertainty, including difficulties •in securing funding for projects because of fluctuations in capital market conditions, changing government policies or adverse changes in economic environment. The global capital markets have recently witnessed significant deterioration as a result of the sub-prime lending problem in the United States which has led to reduced availability of finance and increased cost of finance;

failure of Yilgarn to be selected by the State •Minister for Planning and Infrastructure as the proponent which has the right to construct open access rail and port infrastructure in the mid-west region of Western Australia. In this case, Midwest will not gain the potential benefits it expects to receive from being a foundation customer of the Yilgarn Infrastructure proposal, which may have a negative effect on the Midwest Share price. As at the date of this Bidder’s Statement no decision has been made by the State Minister and there is a risk that Yilgarn will not be selected as the State Government’s preferred proponent to construct this Infrastructure;

conduct of the State Government in •regard to the rights of Midwest under the State Agreement. The State Government has publicly commented that the State Agreement is not an appropriate vehicle to facilitate the project or the development of the Infrastructure for the mid-west region and that its advice was that certain aspects of the State Agreement were outdated and inadequate;

potential for significant delays and •costs associated with negotiating and reaching agreement with native title claimants (including with the Wajarri claimants), which may have a negative impact on the price of Midwest’s Shares. Agreements will need to be reached prior to the commencement of mining, including at the Weld Range Project, and for access rights to Midwest’s tenements to undertake exploration;

fluctuations in commodity prices, •especially iron ore prices, which are at historically high levels. Commodity prices may fluctuate materially in the future as a result of changing supply and demand dynamics, technological advancements, forward selling activities and other macro-economic factors;

adverse movement of foreign exchange •and equity market conditions may affect the market value of Midwest Shares; and

the outlook for international and local •economies will affect the value of your Shares including the outlook for commodities, inflation, interest rates, economic policies, and other general economic conditions. In conjunction with the United States sub-prime lending problems, the recent global economic uncertainty has led to large fluctuations in the Australian markets, margin loan calls and short selling issues.

13

For

per

sona

l use

onl

y

14Section 3. Why You Should Accept Sinosteel’s Offer (continued)

Sinosteel Corporation is a major long-term investor in Australia and has invested in the Western Australian iron ore industry since the 1980s. A successful takeover of Midwest will represent a major enhancement in the scale and scope of Sinosteel Corporation’s involvement in Australia and in particular, reinforces its commitment to develop the mid-west region of Western Australia into the next major world-class iron ore production province. This may in turn create employment opportunities and attract more financial and operational resources to this region.

These developments will require substantial investment and long-term support, which Midwest may be unable to accomplish with its current structure.

The success of Sinosteel’s Offer may have positive impacts on the development of the mid-west region of Western Australia

5

For

per

sona

l use

onl

y

15

For

per

sona

l use

onl

y

Section 3. Why You Should Accept Sinosteel’s Offer (continued) 16

For

per

sona

l use

onl

y

17

4. Summary of the Offer, How to Accept and FAq

Offer Sinosteel offers to buy all of your Midwest Shares for $5.60 each in cash on the terms set out in Section 12.

Opening Date of Offer The Offer opens on [ ].

Closing Date of Offer Unless the Offer is extended, acceptances for the Offer close at 5.00pm (AWST) on [ ].

Expected date of payment to Shareholders who accept the Offer

If the Offer becomes unconditional and you accept the Offer in accordance with the instructions contained in the Offer and the Acceptance Form, you will be sent payment for your Midwest Shares within one month after the later of the date you accept and the date the Offer becomes, or is declared, unconditional and in any event, no later than 21 days after the Offer closes.

Brokerage If you accept the Offer you will not be required to pay brokerage costs if the Shares are registered in your name and you deliver them directly to Sinosteel. However, if your Midwest Shares are registered in a CHESS Holding or you hold your Midwest Shares through a bank, custodian or other nominee, you should ask your Controlling Participant (usually your Broker) or the bank, custodian or other nominee whether it will charge any transaction fees or service charges in connection with your acceptance of the Offer.

Conditions The Offer is conditional on the events specified in Section 12.6 of this Bidder’s Statement, which include:

a minimum acceptance condition of 50.1%;•Sinosteel receiving approval from the Chinese Regulatory Authorities;•the absence of a material adverse change in Midwest; and•Midwest not entering into any material arrangements or transactions •specified in Section 12.6(8).

How to accept the Offer

If your Midwest Shares are in an Issuer Sponsored Holding:

Return a completed and signed Acceptance Form to the address indicated in the form before the Offer closes.

If your Midwest Shares are in a CHESS Holding:

Either:

return a completed and signed Acceptance Form to the address indicated •in the form; or

instruct your Broker to accept the Offer on your behalf,•before the Offer closes.

If you are a Broker or a Non-Broker Participant:

Initiate acceptance of the Offer in accordance with rule 14.14 of the ASTC Settlement Rules.

Where to go for further information

Please contact the Sinosteel Offer Information Line for queries in relation to the Offer on (toll free) 1800 135 831 (for callers within Australia) or +61 2 8268 3679 (for callers outside Australia).

The information in this Section is a summary of the Offer only. You should read it in conjunction with the remainder of this Bidder’s Statement.

For

per

sona

l use

onl

y

18Section 4. Summary of the Offer, How to Accept and FAq (continued)

By accepting the Offer you will appoint Sinosteel as your proxy in respect of your Midwest Shares before the Offer becomes unconditional

You should note that in addition to the usual proxy rights conferred on a bidder by an acceptance where an offer has become unconditional, the terms of the Offer (as set out in Section 12.4(3)(e)) also entitle Sinosteel to attend and vote at general meetings of Midwest on your behalf in respect of your Midwest Shares for which you have accepted the Offer before it becomes unconditional. Those terms also preclude you from attending and voting or appointing another proxy.

In particular, if you accept the Offer1, Sinosteel will be entitled to vote in respect of your Midwest Shares on:

the resolutions in respect of the Proposed Midwest Option Issue; and•any proposal which competes with Sinosteel’s Offer which requires Midwest Shareholder approval,•

prior to Sinosteel’s Offer becoming unconditional. Sinosteel intends to vote against any such proposal.

It is therefore possible that Sinosteel could vote against the Proposed Midwest Option Issue and any competing proposal in respect of your Midwest Shares, but Sinosteel may not be successful in completing the acquisition of your Midwest Shares under the Offer, in which case you will remain as a Shareholder in Midwest. You should note that the proxy rights granted to Sinosteel will not be limited to resolutions relating to, or affecting, the Offer. The proxy rights will cease if you withdraw your acceptance of the Offer pursuant to an entitlement under section 650E of the Corporations Act or if the Defeating Conditions to the Offer are not fulfilled or waived by Sinosteel.

Note:

1. Assuming you accept the Offer prior to the relevant general meeting.

For

per

sona

l use

onl

y

19

Frequently Asked Questions (FAQ)

Can I accept the Offer for part of my holding?

No. You cannot accept for part of your holding. You may only accept the Offer for ALL of your Midwest Shares.

What if I don’t accept the Offer?

If you do not accept the Offer, you will remain a Midwest Shareholder and will not receive the consideration offered by Sinosteel. If Sinosteel becomes entitled to compulsorily acquire your Midwest Shares and the conditions of the Offer are satisfied or waived, it intends to do so. If this occurs, you will be paid the Offer consideration for your Midwest Shares. However, you will receive the Offer consideration earlier if you accept the Offer. If Sinosteel does not become entitled to acquire your Midwest Shares, you will remain a Midwest Shareholder.

What are the tax implications of acceptance?

This will vary for each individual and you are advised to consult your financial, tax, or other professional adviser on the tax implications of acceptance. A general summary of the likely Australian taxation implications of accepting the Offer is provided in Section 10.

Do I have to pay stamp duty?

No. If you accept the Offer no stamp duty is payable by you.

Can Sinosteel extend the Offer period?

Yes, the Offer can be extended at Sinosteel’s election as permitted by the Corporations Act.

Can I sell my Shares on market?

Yes, but you will usually pay brokerage fees if you do.

Can I withdraw my acceptance?

Under the terms of the Offer, you cannot withdraw your acceptance unless a withdrawal right arises under the Corporations Act. Such a right will arise if, after you have accepted the Offer and the Offer remains conditional, Sinosteel varies the Offer in a way that postpones, for more than one month, the time when Sinosteel has to meet its obligations under the Offer.

Can I remain a minority shareholder in Midwest?

It is possible but it is Sinosteel’s intention, upon reaching a holding of more than 90%, to move to compulsory acquisition of Midwest and you would risk delayed payment terms. If Sinosteel does not move to compulsory acquisition, you may retain a holding in a company with limited liquidity.

Following the Offer, will Midwest remain a listed company?

That will depend on the number of Midwest Shares purchased pursuant to the Offer and whether the benefits of continuing to remain listed on ASX outweigh the costs of listing on ASX.

For

per

sona

l use

onl

y

20

5. Sinosteel Corporation and Sinosteel

5.1 Sinosteel CorporationSinosteel Corporation is a leading Chinese enterprise headquartered in Beijing, China. During the past 30 years it has played a significant role in supporting the growth of China’s domestic steel industry by developing and processing metallurgical mineral resources, trading and delivering metallurgical raw materials and products and providing related engineering and technical services and equipment manufacture. It is also a top three supplier of iron ore, chrome ore, manganese ore, fluorspar, coke and ferroalloy to China’s steel industry.

Over the past two decades, Sinosteel Corporation, as a state-owned enterprise, has transformed itself from being a significant domestic company into an international business with approximately 20% of its revenue coming from overseas operations. Sinosteel Corporation has successfully built major mining businesses in Africa and Australia, and accumulated extensive industry experience and management expertise.

Sinosteel Corporation’s involvement in the Australian resources industry began in the 1980s and now encompasses the following business interests:

40% interest in the Channar iron ore •mine in Western Australia, a joint venture with Hamersley Iron and one of the largest Sino-Australian cooperative projects;

19.89% interest in Midwest;•Sinosteel Joint Venture with Midwest in •Western Australia; and

joint venture with PepinNini Minerals Limited •in the Crocker Well and Mt Victoria Uranium deposits in South Australia.

The executive committee of Sinosteel Corporation comprises of the following members, led by President Tianwen Huang:

Tianwen Huang Hanguang Zhang Hong Jiang Zhimin Li Yaqin Yang Dianxiang Shao Andong Liu

A brief profile of the President of Sinosteel Corporation, Mr Tianwen Huang, is set out below.

Tianwen HUANGPresident of Sinosteel CorporationMr Huang, a native of Shaoxing, Zhejiang Province, was born in February 1955. He graduated from Shanghai Maritime University with a Bachelor’s degree in 1978 and achieved his Master’s degree in International Business from Seton Hall University in the United States in 1986. Mr Huang is recognised as a Professor-level senior engineer.

Mr Huang started his career with China Minmetals Corporation in the late 1970s and has been committed to the resources and mining industry for the past 30 years. Holding various senior executive roles with leading Chinese enterprises in China and overseas, Mr Huang has accumulated extensive industry and management expertise. He has an exceptional knowledge of the iron and steel industry, ranging from upstream exploration and mining to downstream trading and logistics.

Mr Huang was appointed as the President of Sinosteel Corporation in December 2003 and has successfully accelerated Sinosteel Corporation’s transformation from a significant domestic company into an international business. Positions Mr Huang held prior to joining Sinosteel include General Manager of China Minmetals Shipping & Forwarding Company and Vice President of China Minmetals Corporation. F

or p

erso

nal u

se o

nly

21

5.2 SinosteelSinosteel is a wholly owned subsidiary of Sinosteel Corporation and was incorporated in Australia for the purposes of making this Offer and has not undertaken any business other than the acquisition of Midwest Shares and other activities associated with making the Offer. A brief profile of the sole director of Sinosteel Mr Sijun (Tony) Cheng, is set out below.

Sijun (Tony) CHENGMr Tony Cheng has been employed by Sinosteel Corporation for more than 20 years in various senior positions around the world, including the position of General Manager at Sinosteel Investment Company, one of Sinosteel’s key operating entities in China. In that role, Mr Cheng was responsible for domestic and overseas investments by Sinosteel Corporation.

Since November 2005, Mr Cheng has been the General Manager and a director of Sinosteel Australia Mining Pty Ltd. He has also been a key participant in the Sinosteel Joint Venture.

Mr Cheng holds a Bachelor’s degree in British and American Language and Literature from Fudan University in Shanghai and a Master of International Finance from the University of Business and Economics in Beijing.

5.3 Announcement by Sinosteel Corporation in relation to the OfferOn 14 March 2008, Sinosteel Corporation made an announcement in relation to the Offer. A copy of the announcement is set out in Annexure A to this Bidder’s Statement.

For

per

sona

l use

onl

y

22

6. Profile of Midwest

6.1 DisclaimerThe information set out in this Bidder’s Statement in relation to Midwest has been prepared by Sinosteel using publicly available information, which has not been independently verified. Accordingly, Sinosteel does not, subject to the Corporations Act, make any representation or warranty, express or implied, as to the accuracy or completeness of such information.

The information regarding Midwest in this Bidder’s Statement should not be considered comprehensive. Further information relating to Midwest’s business may be included in the Target’s Statement.

6.2 Overview of MidwestMidwest is an ASX listed Australian iron ore exploration and development company. Midwest’s principal assets are the:

Koolanooka/Blue Hills DSO Project;•Weld Range Project; and•Koolanooka Magnetite Project.•

(1) Overview of Midwest’s Projects

(a) Koolanooka/Blue Hills DSO ProjectMidwest’s Koolanooka/Blue Hills DSO Project is based at the old Koolanooka mine site approximately 200 kilometres east of Geraldton in Western Australia. Blue Hills is located a further 70 kilometres to the east of Koolanooka.

According to Midwest’s presentation to the 11th Annual Iron Ore and Steel Forecast Conference (presentation paper released to ASX on 12 March 2008 (Presentation Paper)) and its project outlook dated 5 February 2008 (Project Outlook), the Project has a JORC mineral reserve of 8.4Mt at a grade of 57.7% Fe, with 1Mtpa installed capacity and 100% of current production on secure export contracts to China. The first shipment of iron fines of 58,300 tonnes was shipped from Geraldton to China on 27 February 2006.

Midwest stated in its Project Outlook that the Koolanooka/Blue Hills DSO Project is being developed in stages:

Stage 1 – Loading, haulage and shipment of •the iron ore fines stockpiles at Koolanooka with approximately 0.4Mt of marketable ore remaining as at 29 December 2007.

Stage 2 – Crushing, haulage and shipment of ore •produced by mining at Koolanooka of 4.33Mt and at Blue Hills of 3.17Mt.

Stage 2 is planned to commence in the second quarter of 2008, subject to Government approval. The planned rate of production and sales for this project will grow to about 1.5Mtpa from the end of 2008.

Release of the State Government’s strategic review for the mid-west region of Western Australia has placed some uncertainty over the extent of development which is likely to receive environmental approvals in the Blue Hills area.

Sinosteel Australia Mining and Midwest have entered into an off-take agreement for iron ore (including stockpiles) from the Koolanooka/Blue Hills DSO Project mining operations for the period 1 May 2006 to 30 April 2008 for up to 32 shipments of about 60,000 tonnes. This agreement has been extended to 31 March 2009 for up to 1.6 million tonnes shipped during that period. Sinosteel intends to continue these arrangements.

(b) Weld Range ProjectThe Weld Range Project is located 65 kilometres south-west of Meekatharra and 50 kilometres north-west of Cue in Western Australia.

Midwest announced on 23 April 2007 that a scoping study for the Weld Range hematite project was completed in early 2007 and was subsequently approved by the directors of Midwest. The study evaluated the viability of developing the Weld Range hematite iron ore resource at a minimum scale of 15Mtpa for 15 years.

As set out in the Presentation Paper and Project Outlook, a pre-feasibility study on the project is currently being undertaken and is scheduled for completion in the third quarter of 2008. Operations from the Weld Range Project are expected to occur in early 2011.

The Weld Range Project estimate has a JORC mineral resource of 133.4Mt at an average grade of 58.5% Fe using a cut-off grade of 50%. F

or p

erso

nal u

se o

nly

23

(c) Koolanooka Magnetite ProjectMidwest announced in the Project Outlook that the Koolanooka Magnetite Project has a JORC mineral resource of 430Mt at 35% Fe. Midwest announced in the Presentation Paper that a scoping study was completed in this area in March 2006 and a program for further metallurgical test work to optimise concentrate recovery is currently underway. According to Midwest the scoping study indicated the project has the potential to be viable and that it justifies the construction of a benefication plant to supply blast furnace pellets to the export market.

This project is also subject to the State Government’s strategic review for the mid-west region of Western Australia, placing some uncertainty over the extent of development which is likely to receive environmental approvals in the area.

(d) Jack HillsMidwest has tenements in the Jack Hills area located approximately 50km north west of the Weld Range Project which are being assessed as a potential supplementary iron ore resource to Weld Range. Midwest has reported the Jack Hills Project has an inferred JORC mineral resource of 15.4Mt at an average grade of 59.7% Fe.

(e) Robinson RangeMidwest has tenements in the Robinson Range area located approximately 80km north east of Weld Range which are being assessed for their iron ore resource potential. Midwest stated in its Presentation Paper that a drilling program is scheduled to commence in early 2008.

(f) The Hampton Hill joint ventureMidwest has a joint venture with Hampton Hill under which the two companies have agreed to cooperate in the exploration and potential development of their adjacent tenement holdings in the Weld Range area. Under the terms of this joint venture, Midwest has the right to explore for and acquire a 60% interest in any iron ore resources that may occur on the Hampton Hill tenement holdings.

Hampton Hill has the right to explore for and seek the excision of any base metal, gold or platinum group resources provided that they do not interfere with any planned iron ore operations of Midwest.

Midwest has met the minimum drilling requirements to earn a 60% interest in the iron ore in the Hampton Hill tenements, but must complete a pre-feasibility study to complete all requirements to earn the 60% interest.

(2) Oakajee Port and RailwayIt is widely agreed that significant infrastructure must be developed in the mid-west region to enable the mid-west to maximise its iron ore exports and reach its full potential as a major iron ore province. In recognition of this need, the Western Australian Government has invited each of Midwest and Murchison Metals (or their respective proponents) to bid for the right to build a port and rail network to service the emerging iron ore industry in the region.

Midwest has entered into various agreements (including an Infrastructure Implementation Deed) with Yilgarn, under which Yilgarn, in cooperation with Midwest, has the opportunity to be granted the exclusive right to facilitate the development, construction and maintenance of the Infrastructure. In addition, Midwest would then become a foundation user of the Infrastructure.

Midwest and Yilgarn have agreed to maintain an exclusive relationship with each other. In particular, Midwest has agreed:

not to enter into any discussions with a •third party regarding implementation of the Infrastructure; and

to only be involved in the implementation •of the Infrastructure with Yilgarn and any associated entity of Yilgarn.

However, this does not prevent Yilgarn from, amongst other things, negotiating with other parties so that Yilgarn can provide rail and port services to other Infrastructure users and dealing with a third party if that party is appointed to implement the Infrastructure.

There can be no guarantee that Yilgarn, together with Midwest will win the competitive bid process to build the Infrastructure.

Yilgarn’s proposal is to develop a 465 kilometre railway (including connections to Weld Range and Jack Hills) which will connect a new port at Oakajee with iron ore mines in the mid-west, via a branch network.

Yilgarn has commenced a definitive feasibility study and has arranged a minimum $1.5 billion conditional debt finance facility with EXIM Bank and China Development Bank.

For

per

sona

l use

onl

y

24Section 6. Profile of Midwest (continued)

In September 2007, Yilgarn entered into agreements with five parties, including Sinosteel Corporation, who have conditionally committed to provide up to half of the estimated A$750 million equity required for the project.

A proposal to the State Government is expected in late October 2008 with infrastructure targeted for commissioning in the first quarter of 2011.

If Sinosteel acquires a controlling interest in Midwest, its current intention is to procure that Midwest continues to support Yilgarn in accordance with existing arrangements.

(3) Sinosteel Joint VentureSinosteel Corporation entered into the Sinosteel Joint Venture Agreement with Midwest in October 2005, establishing the “Koolanooka and Weld Range Studies Joint Venture” (Sinosteel Joint Venture) in relation to the Weld Range hematite project (Weld Range Project) and the Koolanooka magnetite project (Koolanooka Magnetite Project) (together, the Projects).

The purposes of the Sinosteel Joint Venture are to:

undertake the necessary scoping, pre-feasibility •and bankable feasibility studies for the Projects;

evaluate the merits of establishing one or both •Projects;

assuming a Project proceeds, negotiate the •necessary documentation (including “Operating Project Agreements” in respect of any “Operating Joint Ventures”) for the Project; and

complete all ancillary tasks.•The Sinosteel Joint Venture documentation comprises:

the Sinosteel Joint Venture Agreement;•a Management Agreement;•a Deed of Charge in favour of Sinosteel •Corporation and the Manager; and

a Call Option Deed in favour of Sinosteel •Corporation.

Midwest and Sinosteel Corporation each have a 50% participating interest in the Sinosteel Joint Venture. The Manager of the Sinosteel Joint Venture is Sinosteel-Midwest Management Pty Ltd (Manager), a company owned 50% by Sinosteel Corporation and 50% by Midwest.

The property of the Sinosteel Joint Venture is all property acquired, developed or produced by Midwest, Sinosteel Corporation or the Manager during the course of the Sinosteel Joint Venture (including intellectual property), but does not include the mining tenements relating to the Projects, mining information relating to the Projects prior to Sinosteel Corporation’s involvement (Midwest Information), pre-existing third party rights, the Koolanooka DSO Project or the benefit of the State Agreement.

Decisions regarding Sinosteel Joint Venture activities are made by the joint venture policy committee. Sinosteel Corporation and Midwest each have three representatives on the policy committee, and each party has voting power proportionate to its 50% participating interest.

If Sinosteel Corporation acquires a controlling but less than 90% shareholding in Midwest, its current intention is to continue with the Sinosteel Joint Venture and maintain the current Midwest policy committee representatives and preserve their independence. To this end, Sinosteel Corporation proposes that:

an independent committee of Midwest directors •be established to make decisions regarding joint venture matters (including the appointment of policy committee representatives) that relate to Sinosteel Corporation and its Related Bodies Corporate; and

the Midwest policy committee representatives •report to this independent committee.

These arrangements will not require any changes to the existing joint venture documentation.

Management AgreementThe Manager’s conduct is governed by the Management Agreement, which sets out the Manager’s duties and powers. Unless Sinosteel Corporation acquires 90% or more of Midwest, and subject to the review referred to in paragraph 7.4(3), Sinosteel Corporation currently intends to continue with the existing management arrangements for the Sinosteel Joint Venture.

For

per

sona

l use

onl

y

25

Deed of ChargeUnder the Deed of Charge, Sinosteel Corporation and the Manager have a charge over Midwest’s participating interest in the Sinosteel Joint Venture and other Midwest assets (including the Project mining tenements and the Midwest Information), as security for any amounts which become owing to Sinosteel Corporation or the Manager from Midwest under the Sinosteel Joint Venture, the Call Option Deed or any other project agreements.

Call Option DeedUnder the Call Option Deed, Sinosteel has an option in respect of each Project (essentially exercisable following the Operating Joint Venture Agreement and the Operating Joint Venture tenements for the Project being agreed) to require Midwest to transfer and assign to Sinosteel Corporation an interest in the Project assets proportionate to Sinosteel’s participating interest in the Operating Joint Venture. The assets the subject of the option include the applicable Project mining tenements, the benefit of the State Agreement (as it relates to the Project) and the Midwest Information (as it relates to the Project).

Following commencement of the Operating Joint Venture for a Project and completion of the transfer and assignment of the relevant mining tenements to the Operating Joint Venture parties, one party is required to compensate the other for the “Intrinsic Value” of the Project in such manner as is mutually agreed.

The Intrinsic Value of the Project is to be finally determined at the end of the Project pre-feasibility study, and must be specified in the final pre-feasibility study report. During the pre-feasibility study phase, each party is required to engage its own valuer to give an indicative opinion on the Intrinsic Value of the Project and the method by which it should be calculated. The valuers’ opinions form the basis for negotiations between the parties. However, neither party is obliged to adopt or accept either valuer’s opinion, and the Intrinsic Value must be mutually agreed.

Which party is required to make the compensation payment, and the amount of that payment, depends on the value of each party’s respective contributions to the Project at the end of the pre-feasibility study. In determining the value of each party’s contributions, Midwest is entitled to the benefit of the value of the Project mining tenements.

Funding requirements and current statusSinosteel Corporation contributed:

$16.3 million; and•the aggregate amount of contributions made •by Midwest to the Projects after 30 June 2005,

as joint venture expenditure. Each party must now contribute to expenditure in proportion to its respective participating interest.

The scoping study for the Weld Range Project was completed in early 2007 and approved by Sinosteel Corporation and Midwest on 20 April 2007. Both parties have agreed to proceed with the pre-feasibility study for the Weld Range Project, which is expected to be completed by September 2008.

Upon completion of the scoping, pre-feasibility study or bankable feasibility study for a Project, each party must vote to:

proceed to the next phase of the Project (i.e. •in the case of a scoping study – to proceed with a pre-feasibility study, in the case of a pre-feasibility study – to proceed with a bankable feasibility study, and in the case of a bankable feasibility study – to proceed with a decision to mine);

withdraw from and terminate the Sinosteel Joint •Venture with respect to the Project; or

require further work to be done before it can •make a decision.

If both parties vote to proceed following completion of a scoping or pre-feasibility study, the Sinosteel Joint Venture continues with a view to completing a pre-feasibility or bankable feasibility study (as the case may be) for the Project.

If both parties vote to proceed following completion of a bankable feasibility study, the parties are taken to have made a decision to mine. They must then negotiate in good faith with a view to agreeing the terms of an Operating Joint Venture Agreement for the Project.

If participants enter into an Operating Joint Venture Agreement in respect of a Project, Sinosteel Corporation is entitled to a right of first refusal over Midwest’s share of production from that Project.

For

per

sona

l use

onl

y

26Section 6. Profile of Midwest (continued)

If one or both parties vote not to proceed to the next phase for a Project, the Sinosteel Joint Venture is terminated with respect to that Project. In certain circumstances following termination, Sinosteel Corporation is entitled to:

first rights of refusal in relation to the Project in •the event that Midwest proceeds with future Project development (either alone or with a third party), or disposes of the Project mining tenements; and/or

reimbursement payments based on Sinosteel’s •contributions to the Project.

The precise consequences of termination depend on how each party votes.

6.3 State AgreementMidwest is party to an agreement with the State of Western Australia which regulates the conduct of the parties in relation to the exploration and development of iron ore within the Mining Areas (as defined in the State Agreement) and the development of related port and rail facilities.

Currently Midwest is entitled to occupy the area contained in Temporary Reserve TR 70/3902 (which includes Weld Range) until 7 November 2008 for the sole and exclusive purpose of searching and prospecting for iron ore.

Any extension of the right to occupy the area covered by the Temporary Reserve after 7 November 2008 is at the discretion of the Western Australian Minister for State Development.

The right to occupy can be terminated if any of the terms and conditions on which the right to occupy, or the Temporary Reserve, were granted are not complied with or if the State Agreement is terminated.

In respect of the development of port and rail facilities, Midwest is initially required to conduct certain engineering investigations and submit proposals in respect of the development to the Minister. The Minister for State Development has to approve or otherwise Midwest’s proposals or the Minister may suggest an alternative proposal.

If the Minister approves Midwest’s proposal or any alternative proposals, Midwest must then submit further detailed proposals. These detailed proposals must be approved by the Minister (with or without conditions). Following this stage of approvals and certain other preconditions, Midwest will be entitled to a mineral lease in the form set out in the schedule to the State Agreement in respect of the required areas within the Temporary Reserve.

As discussed in Section 6.2(2), Midwest has entered into agreements with Yilgarn for construction of the Infrastructure.

The rights of Midwest under the State Agreement are to some extent dependent upon the conduct of the State (which is the counter party to the State Agreement) and the responsible Minister (who has certain discretionary powers under the State Agreement), which may affect the ability of Midwest to exercise all of its rights and perform its obligations under the State Agreement. In this regard, it is noted that the Western Australian State Government has publicly commented that the State Agreement is not an appropriate vehicle to facilitate the project or the development of the Infrastructure for the mid-west region and that its advice was that certain aspects of the State Agreement were outdated and inadequate.

6.4 DirectorsAs at the date of this Bidder’s Statement, the directors of Midwest are as follows:

Jesse Kavanaugh Taylor, Non-Executive ChairmanDato David Law Tein Seng, Non-Executive Deputy ChairmanStephen Ross De Belle, DirectorDatuk Roger Tan Kim Hock, DirectorSteven Lee Chang Chong, DirectorFrancis Ng Tian Sang, Director

For

per

sona

l use

onl

y

27

6.5 Publicly Available InformationMidwest is listed on ASX and is obliged to comply with the continuous and periodic disclosure requirements of the ASX Listing Rules and the Corporations Act. The Midwest Group’s annual report for the year ended 31 December 2006 was lodged with ASIC and given to ASX on 26 April 2007.

A description of each announcement made by Midwest since 31 December 2006 is set out at Annexure B. These announcements are available through the ASX website www.asx.com.au. A copy of the announcements made by Midwest in relation to the Offer on 14 March 2008 and 28 March 2008 are set out in Annexure A.

In addition, Midwest Shareholders were recently provided with substantial information regarding Midwest in the bidder’s statement issued by Murchison Metals in relation to its takeover bid for Midwest and Midwest’s target’s statement issued in response.

Further, publicly available information about Midwest is available on Midwest’s website at www.midwestcorp.com.au.

For

per

sona

l use

onl

y

28

7. Sinosteel’s Intentions for Midwest

7.1 IntroductionThis Section sets out Sinosteel’s and Sinosteel Corporation’s intentions for Midwest, based on facts and information concerning Midwest and its business known to Sinosteel at the time of preparation of this Bidder’s Statement.

Sinosteel will only make final decisions in light of the material information available to it and circumstances at the relevant time. The statements set out in this Section are therefore statements of current intentions only, which may vary as new information becomes available or circumstances change.

In addition, Sinosteel will only make a final decision on these courses of action following receipt of appropriate legal, taxation and financial advice, and in light of the material circumstances at the relevant time, including Midwest’s directors’ obligations to have regard to the interests of Midwest and all Midwest Shareholders. Sinosteel’s intentions must also be read subject to the requirements of the Corporations Act and the Listing Rules (if Midwest remains listed) in relation to related party transactions.

The intentions of Sinosteel Corporation are the same as the intentions of Sinosteel and both are collectively referred to as Sinosteel in this Section 7 where appropriate.

7.2 Continuation of operationsWhether Midwest becomes wholly owned or partly owned by Sinosteel, other than as set out elsewhere in this Section, it is Sinosteel’s present intention:

(1) to continue the business of Midwest as a mining company focused on pursuing operational improvement and expansion of its current business operations;

(2) not to make any major changes to the business of Midwest or redeploy any of the fixed assets of Midwest; and

(3) to maintain the employment of Midwest’s existing employees in the same capacity and on the same or substantially the same terms and conditions.

7.3 Intentions upon becoming entitled to proceed with compulsory acquisitionIf Sinosteel becomes entitled to compulsorily acquire all of the Midwest Shares in accordance with the Corporations Act by acquiring 90% or more of Midwest Shares, its intentions for Midwest are as follows:

(1) Corporate MattersSinosteel intends to:

(a) proceed with compulsory acquisition of all the:

– Midwest Shares, including those which are issued after the Closing Date and as a result of exercise of the Midwest Options; and

– Midwest Options, which have not been cancelled, exercised or acquired by Sinosteel prior to the Closing Date (if entitled to do so).

(b) seek the removal of Midwest from the official list of ASX; and

(c) replace all of the directors of Midwest with its own nominees. The replacement directors have not yet been identified by Sinosteel and their identity will depend upon the relevant circumstances at the time. It is envisaged that the replacement directors will include individuals with considerable Australian board and business experience.

(2) General operational reviewSinosteel intends to conduct an immediate broad-based review of the business, assets and operations of Midwest, including to identify areas in which Sinosteel can assist in the acceleration of Midwest’s resource, mine and infrastructure project development.

The review may or may not lead to changes in the business, assets or operations of Midwest contrary to the statements of intention referred to in this Section 7. However, Sinosteel does not currently have any intention to make any such changes.F

or p

erso

nal u

se o

nly

29

(3) Specific intentionsSinosteel does not currently intend to dispose of any assets of Midwest.

Sinosteel intends to retain Midwest’s existing head office in Perth and its head office employees. Following the review, Sinosteel may elect to amalgamate its existing Australian head office personnel alongside those of Midwest. It is possible that certain corporate functions, for example those relating to the maintenance of Midwest’s listing on ASX will become redundant and as a result, some job losses may occur.

If, as a result of the review some Midwest employees may be made redundant, an appropriate redundancy package would be made available to them. However, Sinosteel will not be in a position to determine the full nature, timing, extent or incidence of any such redundancies until it has completed its review, but does not expect this to be significant.

Subject to advice, terminate the Sinosteel Joint Venture and consolidate these arrangements, as Sinosteel Corporation would own, indirectly, 100% of the joint venture interests.

Refer to Section 6.2(2) for Sinosteel’s intentions in relation to the continuation of the relationship with Yilgarn.

7.4 Intentions for Midwest as a partly owned controlled companyIf Sinosteel obtains control of Midwest but is not entitled to compulsorily acquire the outstanding Midwest Shares, its intentions for Midwest are as follows:

(1) Subject to the Corporations Act and the constitution of Midwest, replace some or all of the directors of Midwest to reflect Sinosteel’s ownership interest in Midwest so that there is a majority of Sinosteel nominees on the Board and the proportion of such nominees is not less than the voting power of Sinosteel. If Midwest remains listed on ASX, Sinosteel would consider, but not necessarily be bound by, the recommendations in the ASX Corporate Governance Guidelines when determining the composition of the Board.

Replacement directors have not yet been determined by Sinosteel and their number and identity will depend upon the circumstances at the relevant time. Again, it is envisaged that replacement directors will include individuals with considerable Australian board and business experience.

(2) Ask the directors of Midwest to review whether Midwest should remain listed on ASX or be removed from the official list of ASX if the number of Midwest Shareholders no longer justifies listing on ASX or the benefits of continuing to remain listed on ASX cease to outweigh the costs of listing on ASX.

(3) Propose to the board of directors of Midwest that they conduct a review of all of Midwest’s operations and, subject to the approval of Midwest’s board, allow Sinosteel to participate in that review.

(4) Refer to Section 6.2(3) for Sinosteel’s intentions in relation to the continued operation of the Sinosteel Joint Venture, Section 6.2(2) for Sinosteel’s intentions in relation to the continuation of the relationship with Yilgarn and Section 6.2(1) for Sinosteel’s intentions in relation to existing off-take arrangements.

(5) Sinosteel may acquire additional Midwest Shares under the “creep” provisions of the Corporation Act. In summary, theses provisions would allow Sinosteel and its associates to acquire up to 3% of Midwest Shares every six months. Sinosteel has not yet decided whether it will acquire Midwest Shares under the “creep” provisions, as that will be dependent upon (amongst other things) the extent of the voting power of Sinosteel and its associates in Midwest and market conditions at that time.

For

per

sona

l use

onl

y

30Section 7. Sinosteel’s intentions for Midwest (continued)

(6) Other than as already disclosed in this Bidder’s Statement, in relation to any future off-take arrangements between Sinosteel Corporation and Midwest, Sinosteel intends to negotiate such agreements on an arm’s length basis with Midwest and, if applicable, in accordance with the terms of the Sinosteel Joint Venture Agreement. With respect to any right of first refusal over Midwest’s share of production from a Project (see Section 6.2(3)), Sinosteel currently intends to exercise such entitlement (if any) in accordance with the prevailing market conditions and Sinosteel’s needs at the relevant time. Any other available Midwest product will be considered by Sinosteel in acccordance with prevailing market conditions and Sinosteel’s needs at the relevant time.

7.5 Intentions if Sinosteel does not control MidwestSinosteel’s intentions if it were to declare the Offer free of the 50.1% minimum acceptance condition and Midwest does not become a controlled entity of Sinosteel are as follows:

(1) Sinosteel does not expect to be in a position to give effect to all the intentions set out in Sections 7.3 or 7.4; and

(2) Sinosteel’s current intention is to continue to hold any stake in Midwest with a view to maximising returns (this may result in Sinosteel acquiring additional Shares, to the extent permitted by law).

7.6 ConflictsSinosteel intends that the directors of Midwest appointed by it will act at all times in accordance with their fiduciary duties as required by law and that all legal requirements are complied with in pursuing any of the intentions outlined in this Bidder’s Statement. Those requirements may, in some circumstances, require the approval of minority Midwest Shareholders in order to effect the implementation of any particular objective.

For

per

sona

l use

onl

y

31

8. Securities in Midwest

8.1 Midwest Securities on IssueAccording to documents provided by Midwest to ASX, as at the date of this Bidder’s Statement, Midwest has the following securities on issue:

213,040,818 Midwest Shares; and•807,951 Midwest Options.•

(1) Midwest SharesThe Midwest Shares are quoted on ASX and are freely transferable.

As at the date of this Bidder’s Statement Sinosteel Corporation and Sinosteel had a relevant interest in 42,368,300 Midwest Shares, giving them voting power of 19.89%.

As at [ ], being the last practicable date immediately before the first Offer is sent, Sinosteel Corporation and Sinosteel had a relevant interest in [ ] Midwest Shares, giving them voting power of [ ]%.

Further details in relation to Sinosteel’s dealings in Midwest’s securities are set out in Sections 8.3 and 8.4.

(2) Midwest OptionsThe Midwest Options are not quoted on ASX. So far as is known to Sinosteel, each Midwest Option entitles the holder to be issued one Midwest Share and the exercise prices for the Midwest Options on issue as at the date of this Bidder’s Statement, which have varying expiry dates, are as follows:

Number of unlisted Exercise price Midwest Options

$0.15 274,527

$0.16 525,205

$0.56 8,219

Total 807,951

As at the date of this Bidder’s Statement and the date immediately before the first Offer is sent, Sinosteel Corporation and Sinosteel do not have any interest in Midwest Options.

Sinosteel intends to make a separate offer to all holders of Midwest Options which are not exercised before the Closing Date if it becomes entitled to compulsorily acquire all of the Midwest Shares. However, Sinosteel reserves its right not to make such an offer. If it is made, the offer to acquire the Midwest Options will be sent separately to the holders of Midwest Options.

It is likely that Sinosteel will seek a modification of the Corporations Act from ASIC so that the Midwest Options are deemed to comprise one class of security, notwithstanding their different exercise prices and expiry dates.

If any of the Midwest Options are not transferable, Midwest will, subject to any approvals and modifications required to the Corporations Act and the Listing Rules being obtained, seek to have the Midwest Options cancelled for the payment of a cancellation fee.

If Sinosteel becomes entitled to compulsorily acquire all of the Midwest Options in accordance with the Corporations Act, Sinosteel intends to proceed with compulsory acquisition of all of the Midwest Options.

The Offer extends to any Midwest Shares issued upon exercise of Midwest Options during the period from the Register Date to the end of the Offer Period.

For

per

sona

l use

onl

y

32Section 8. Securities in Midwest (continued)

8.2 Proposed Midwest Option IssueThe Midwest Board announced on 27 February 2008 that it intends to:

(1) issue 15 million options to its executive directors and senior management for nil consideration exercisable at $1.46 per Share under a new share option plan and that the grant of these options will be put before Midwest’s Annual General Meeting in May 2008 for approval; and

(2) issue the following options to the non-executive directors for nil consideration exercisable at $5.60 per Share under a new share option plan that will be put before Midwest’s Annual General Meeting in May 2008 for approval:

– Jesse Kavanaugh Taylor – Non-Executive Chairman 3 million;

– Dato David Law Tien Seng – Non-Executive Deputy Chairman 4 million;

– Datuk Roger Tan Kim Hok – Non-Executive Director 3 million; and

– Stephen Ross de Belle – Non-Executive Director 3 million.

Sinosteel’s current intention is to seek the withdrawal of the Proposed Midwest Option Issue. If it is not withdrawn, Sinosteel intends to vote against the Proposed Midwest Option Issue as it considers the grant of these options is not in the best interests of Midwest or its Shareholders. Sinosteel also considers that none of the directors of Midwest or their associates are entitled to vote on any of the proposed resolutions with respect to directors.

8.3 Consideration provided for Midwest Shares during previous four monthsThe consideration paid by Sinosteel and its associates for acquisitions of Midwest Shares during the period of four months ending on the day immediately before the date of Sinosteel’s Offer is set out in Annexure C. During this period Sinosteel and its associates have not disposed of any Midwest Shares.

8.4 Highest price paid for Midwest Shares by BidderThe highest price paid in the four months before the date of this Bidder’s Statement by Sinosteel or its associates for a Midwest Share was $5.30.

The highest price paid in the four months before the date of the Offer by Sinosteel or its associates for a Midwest Share was $[].

8.5 Escalation agreementsNeither Sinosteel nor any associate of Sinosteel has entered into any escalation agreement that is prohibited by section 622 of the Corporations Act.

8.6 Collateral benefitsOther than as set out in this Bidder’s Statement, neither Sinosteel nor any of its associates during the four months before the date of this Offer gave, or offered to give, or agreed to give, a benefit to another person which was likely to induce the other person, or an associate of the other person, to:

(1) accept the Offer; or

(2) dispose of Midwest Shares,

and which is not offered to all Midwest’s Shareholders under the Offer.

For

per

sona

l use

onl

y

33

9.1 Cash considerationThe consideration for the acquisition of the Midwest Shares will be satisfied by the payment of cash.

The maximum amount of cash consideration which would be payable by Sinosteel under the Offer if acceptances for all the Midwest Shares existing at the date of this Bidder’s Statement are received (less those Midwest Shares which are already held by Sinosteel) is approximately $955,766,101.

If during the Offer Period all of the Midwest Options are exercised and the Offer in respect of the Midwest Shares issued on exercise of the Midwest Options is accepted, additional consideration of $4,524,526 will be payable by Sinosteel. This would increase the total cash amount payable under the Offer to $960,290,627. This amount does not include the Proposed Midwest Option Issue.

9.2 Sources of funds for Sinosteel CorporationThe necessary funds to pay the consideration for the acquisition of Midwest Shares will be raised by way of a term loan to Sinosteel Corporation from The Export – Import Bank of China described below.

Sinosteel Corporation has received a binding letter of commitment (Commitment Letter) from EXIM Bank.

EXIM Bank was established in 1994 in China and has an extensive Chinese domestic banking network as well as overseas representative offices in Johannesburg, Paris and St Petersburg. It has also established and maintained correspondent relationships with more than 300 overseas banks worldwide. EXIM Bank has received credit ratings from Moody’s Investors Service, Standard & Poor’s, and Fitch, which respectively are A1, A, and A+.

Under the Commitment Letter, EXIM Bank has agreed to enter into a formal agreement to provide Sinosteel Corporation with a term loan facility (Sinosteel Facility Agreement) under which Sinosteel Corporation will be able to borrow the amount required by Sinosteel to fund the consideration payable to the holders of Midwest Shares under the Offer. There is no facility limit.

Drawdown is subject to conditions precedent including the following:

(1) all authorisations required in connection with the facility being obtained, including the receipt by Sinosteel of formal approval for the Takeover from the National Development and Reform Commission (in China);

(2) no event of default, or event which with the giving of notice or lapse of time would be an event of default, occurs; and

(3) definitive credit documentation being finalised and duly executed by EXIM Bank and Sinosteel Corporation.

Sinosteel is not aware of any reason why these conditions precedent will not be satisfied in time to allow the proceeds to be available to pay the consideration under the Offer as and when required under the terms of the Offer.

Key terms of the Sinosteel Facility Agreement include:

(1) Availability of fundsProvided no event of default has occurred, the funds under the Sinosteel Facility Agreement may be drawn down once the conditions precedent have been satisfied, which will be in advance of payment being required under the Offer.

(2) SecuritySinosteel Corporation and its Subsidiaries have agreed to grant an equitable mortgage in favour of EXIM Bank over any Midwest Shares they own.

(3) Events of defaultThe Sinosteel Facility Agreement will contain a number of events of default which are customary for facilities of this type, including:

(a) Sinosteel Corporation failing to pay the principal or interest or other sum when due or payable;

(b) any representations or warranties made by Sinosteel Corporation under the Sinosteel Facility Agreement (which will be usual for a facility of this nature) proves to be incorrect or misleading;

(c) Sinosteel Corporation or the security provider is in breach of any undertaking made in the Sinosteel Facility Agreement (which will be usual for a facility of this nature);

(d) Sinosteel Corporation defaults materially under any other contract to which it is a party;

9. Sources of Cash Consideration

For

per

sona

l use

onl

y

34Section 9. Sources of Cash Consideration (continued)

(e) the operation or financial status of Sinosteel Corporation or the security providers materially deteriorates;

(f) where any merger, division or other reorganisation of capital of Sinosteel Corporation or the security providers is proposed or occurs and a repayment arrangement or debt restructuring measure to the satisfaction of EXIM Bank cannot be agreed;

(g) Sinosteel Corporation or any security provider is declared or becomes bankrupt or insolvent, dissolved or shutdown; and

(h) Sinosteel Corporation is in breach of any other material provision of the Sinosteel Facility Agreement.

(4) ExpiryThe terms described above are valid until 28 September 2008.

9.3 Sinosteel Corporation’s internal financing arrangementsSinosteel Corporation and Sinosteel have executed agreements under which Sinosteel Corporation has agreed to unconditionally and irrevocably provide all funds which Sinosteel needs to satisfy the consideration payable to holders of Midwest Shares under the Offer, conditional only on the funds being made available to Sinosteel Corporation under the Sinosteel Facility Agreement.

These funds will be made available in Australian currency in an Australian bank account of Sinosteel in advance of payment being required under the Offer.

For

per

sona

l use

onl

y

35

10. Taxation Considerations

10.1 IntroductionThe information in this Section is intended to provide a general overview of the Australian income and capital gains tax, goods and services tax and stamp duty implications for Midwest Shareholders who accept the Offer.

This summary is not intended to be a comprehensive description of all possible taxation considerations and is based upon Sinosteel’s interpretation of Australian income tax legislation currently in force at the date of this Bidder’s Statement. Midwest Shareholders should not rely on the information in this Section as advice in relation to their own affairs. The taxation laws are complex and there could be implications in additions to those described in this Section. Midwest Shareholders should seek independent professional advice in relation to their own particular circumstances.

The information in this Section does not apply to Midwest Shareholders who have received their Midwest Shares in their capacity as employees of Midwest and this Section does not address the foreign taxation implications for foreign resident Midwest Shareholders. Such Shareholders should also obtain their own independent advice.

This summary does not apply in relation to Midwest Options.

10.2 Income tax implications for Australian residents

(1) Midwest Shares held as a capital investment

Midwest Shareholders that are Australian residents and who accept the Offer will dispose of their Midwest Shares by way of transfer to Sinosteel. This disposal will constitute a capital gains tax event for Australian capital gains tax purposes.

Midwest Shareholders whose cost base for the acquisition of their Midwest Shares is less than the Offer Price, will make a capital gain on the disposal of their Midwest Shares to Sinosteel. The cost base will generally be the cost of acquisition of the Midwest Shares.

If an individual makes a capital gain from the disposal of Midwest Shares that have been held by them for at least 12 months before disposal, the individual may be entitled to the capital gains tax discount and, if so, will be taxed on only 50% of the gain. If the Midwest Shares have been held for less than 12 months, the individual will be taxed on 100% of the gain.

If a trustee of a superannuation fund makes a capital gain from the disposal of Midwest Shares which have been held for at least 12 months before disposal, the trustee may be entitled to the capital gains tax discount and, if so, will be taxed on only two thirds of the gain.

Midwest Shareholders whose reduced cost base of acquiring their Midwest Shares is greater than the Offer Price will make a capital loss if they accept the Offer. Capital losses may be offset against capital gains arising in the same year of income to determine the net capital gain. Any net capital gain is included in the Midwest Shareholder’s assessable income and is subject to income tax. Capital losses may not be offset against other income for income tax purposes, but may be carried forward to offset against future capital gains.

(2) Midwest Shares held as revenue assetsAustralian resident Shareholders may be subject to the general income tax provisions (rather than the capital gains tax provisions) in respect of the profit or loss made from the disposal of their Midwest Shares to Sinosteel in some circumstances. For example, this will occur if a Midwest Shareholder is in the business of trading in securities or their Midwest Shares were acquired with a dominant purpose of making a profit from a subsequent sale.

In these circumstances a taxable gain will arise if the Offer Price exceeds a Midwest Shareholder’s cost of acquiring its Midwest Shares. A loss will arise if the Offer Price is less than the price paid for the Midwest Shares by the Midwest Shareholder. This loss may be offset against profits or capital gains made by the Midwest Shareholder. Resident Midwest Shareholders holding their Midwest Shares as revenue assets should obtain their own independent advice.

For

per

sona

l use

onl

y

36Section 10. Taxation Considerations (continued)

10.3 Income tax implications for foreign residents

(1) Midwest Shares held as a capital investment

A foreign resident Midwest Shareholder that accepts the Offer may disregard a capital gain or loss made on disposal of their Midwest Shares by way of transfer to Sinosteel unless:

it holds 10% or more of all the Midwest Shares •on the date of disposal; or

it held 10% or more of all the Midwest Shares •throughout a 12-month period during the 24 months prior to the date of disposal.

This is on the basis that more than 50% of the value of Midwest Shares is attributable to taxable Australian real property (i.e. real property situated in Australia and mining, quarrying or prospecting rights where the minerals, petroleum or quarry materials are situated in Australia).

The interests of a Midwest Shareholder and any associates are aggregated for the purpose of applying the 10% threshold.

If a foreign resident Midwest Shareholder cannot disregard the capital gain or loss (i.e. because of the 10% threshold) it will make a capital gain or loss as outlined in Section 10.2(1) above.

(2) Midwest Shares held as revenue assetsIf a foreign resident Midwest Shareholder holds their Midwest Shares as revenue assets, then any gain made on disposal of those Midwest Shares by way of transfer to Sinosteel will be potentially liable to Australian tax if the gain has an Australian source. The source of any gain will depend on a number of factors including the place of contract to acquire and dispose of the Midwest Shares and the place of any activities relevant to the holding of those Midwest Shares.

If a foreign resident Midwest Shareholder is a resident of a country with which Australia has entered into a double taxation agreement and holds their Midwest Shares as revenue assets, then the terms of that double taxation agreement should also be taken into account. In general terms, under most double taxation agreements to which Australia is a party, if any gain is a business profit for the purposes of that agreement, potential liability to Australian tax will only arise if the gain is attributable to a permanent establishment the foreign resident Midwest Shareholder has in Australia. Broadly, a “permanent establishment” is a fixed place of business in Australia through which the enterprise of the foreign resident is carried on. In that case, the amount of any gain potentially liable to Australian tax will be the amount by which the Offer Price exceeds the foreign resident Midwest Shareholder’s cost of acquiring its Midwest Shares. A loss will arise if the Offer Price is less than the price paid for the Midwest Shares by the foreign resident Midwest Shareholder.

Foreign resident Midwest Shareholders holding their Midwest Shares as revenue assets should obtain their own independent advice.

10.4 Goods and Services Tax and Stamp DutyMidwest Shareholders that accept the Offer should not be liable to GST in respect of the disposal of their Midwest Shares. However, there may be indirect GST costs in relation to taxable supplies received in conjunction with the Offer (for example, legal and other adviser fees paid to obtain advice on whether to accept the Offer).

No stamp duty will be payable by Midwest Shareholders in respect of the disposal of their Midwest Shares by way of transfer to Sinosteel.

For

per

sona

l use

onl

y

37

11. Other Material Information

11.1 IntroductionThere is no other information that is material to the making of the decision by a holder of Midwest Shares whether to accept the Offer, which is known to Sinosteel, other than the following information.

11.2 Foreign Investment ApprovalAs Sinosteel is wholly owned by Sinosteel Corporation, it is a foreign person for the purposes of the Foreign Acquisitions and Takeovers Act 1975 (Cth). On 2 January 2008, the Treasurer of the Commonwealth of Australia, through the Foreign Investment Review Board, issued a letter confirming he had no objection to the Offer. Accordingly, the Offer is not subject to approval under the Foreign Acquisitions and Takeovers Act 1975 (Cth).

11.3 Chinese Regulatory ApprovalsThe Offer is conditional on the Chinese Regulatory Authorities authorising the acquisition of Midwest Shares by Sinosteel under the Offer. Each Chinese Regulatory Authority is briefly described below:

The National Development and Reform CommissionThe National Development and Reform Commission is China’s macro-economic management agency, which studies and formulates policies for economic and social development, maintains a balance of economic aggregates and guides the overall economic system restructuring.

Ministry of CommerceThe Ministry of Commerce is charged with the functions of managing domestic and international trade and international economic cooperation.

The State Administration of Foreign Exchange The State Administration of Foreign Exchange is a statutory body established by PRC law, managing foreign exchange affairs in the process of transferring, trading and borrowing of foreign currencies. It also monitors the foreign exchange rate and foreign exchange markets in China.

11.4 Status of Defeating ConditionsThe Offer is subject to a number of conditions set out in Section 12.6, including a minimum acceptance condition (see Section 12.6(1)). As at the date of this Bidder’s Statement, Sinosteel is not aware of any events or circumstances which would result in the non-fulfilment of any of the Defeating Conditions in Sections 12.6(4) to 12.6(9) other than the Proposed Midwest Options Issue, which would breach the Defeating Condition in Section 12.6(5)(d) if implemented.

In particular, Sinosteel notes that prior to the Sinosteel’s announcement of the Offer on 14 March 2008, Midwest had announced its proposed nomination of Yilgarn to contest against Murchison Metals’ nominee the right to be appointed by the Western Australian Department of Planning and Infrastructure to construct the deep-water port at Oakajee (Yilgarn Nomination). The Yilgarn Nomination will therefore not breach the Defeating Condition in Section 12.6(8).

Sinosteel is not aware, as at the date of this Bidder’s Statement, of any decision, action or investigation which would result in the non-fulfilment of the Defeating Condition in Section 12.6(3).

11.5 Potential for waiver of Defeating ConditionsUnder the terms of the Offer and the Corporations Act, any or all of the Defeating Conditions may be waived by Sinosteel.

If an event occurs which results (or would result) in the non-fulfilment of a Defeating Condition, Sinosteel might not make a decision as to whether it will either rely on that occurrence, or instead waive the Defeating Condition in respect of that occurrence, until the date for giving notice as to the status of the conditions of the Offer under section 630(3) of the Corporations Act (see Section 12.9). If Sinosteel decides that it will waive a Defeating Condition it will announce that decision to ASX in accordance with section 650F of the Corporations Act.

If any of the Defeating Conditions are not fulfilled, and Sinosteel decides to rely on that non-fulfilment, then any contract resulting from acceptance of the Offer will become void at (or, in some cases, shortly after) the end of the Offer Period, and the relevant Midwest Shares will be returned to the holder.

For

per

sona

l use

onl

y

38Section 11. Other Material Information (continued)

11.6 Date for determining holders of Midwest SharesFor the purposes of section 633(2) of the Corporations Act, the date for determining the people to whom information is to be sent under items 6 and 12 of section 633(1) of the Corporations Act is the Register Date.

11.7 ConsentsThis Bidder’s Statement includes statements made by or based on statements made by Sinosteel Corporation. Sinosteel Corporation has consented to the inclusion of the statements it has made in the form and context in which they are included and as at the date of this Bidder’s Statement, has not withdrawn its consent.

In addition, this Bidder’s Statement contains statements made or based on statements made in documents lodged with ASIC or ASX by Midwest, which are set out in Annexure B. Sinosteel has relied on the modification to section 636(3) of the Corporations Act set out in paragraph 11 of ASIC Class Order 01/1543 which allows such statements to be included without the consent of the parties who made them.

Midwest Shareholders may obtain copies of these documents (free of charge) during the Offer Period by calling the Sinosteel Offer Information Line on (toll-free) 1800 135 831 (for callers within Australia) or +61 2 8268 3679 (for callers outside Australia).

Midwest Shareholders should note that the Director of Sinosteel has assumed, for the purposes of preparing this Bidder’s Statement, that the information contained in the documents lodged with ASIC or ASX is accurate and that Midwest has complied with its continuous and periodic disclosure obligations under the Listing Rules and Corporations Act. However, the Director does not take responsibility for the content of these documents and is not to be taken as endorsing, in any way, any or all statements contained in such documents, except to the extent required by law.

11.8 Broker handling feesSinosteel will pay a broker handling fee on each acceptance received from a retail Shareholder during the Offer Period at a rate of 0.75% of the consideration payable by Sinosteel under the Offer as a result of the acceptance, subject to a maximum fee of $750 and a minimum fee of $50. Such Broker handling fees will only be paid if the Offer becomes or is declared unconditional.

A retail shareholder of Midwest is one who is not a Broker or an associate of a Broker and who held less than $500,000 worth of Midwest Shares (as measured by the Offer consideration) at the date of the acceptance.

Brokers are precluded from receipt of any handling fee in respect of Shares in which they or their associates have a relevant interest. Acceptance by a Broker of the Offer in respect of which a broker handling fee is claimed constitutes a representation that neither the Broker nor its associate is the accepting Shareholder, and that the broker handling fee will not be passed on or otherwise shared directly or indirectly with the accepting Shareholder.

The broker handling fee will be available until the end of the Offer Period.

Any broker handling fees required to be paid in respect of any acceptance, will be paid by Sinosteel within one month after the later of:

(1) the date of the production of a claim form and completed “Acceptance Schedule” in MS Excel format (discussed below); and

(2) the close of the Offer.

No broker handling fees are payable in respect of acceptances that are withdrawn.

For brokers who initiate acceptance of the Offer through CHESS, a commission claim form (Claim Form) must be submitted to Sinosteel’s Share Registrar, Registries Limited, Level 7, 207 Kent Street, Sydney NSW 2000. The Claim Form and completed Acceptance Schedule in MS Excel format must be received by Registries Limited within one month of the end of the Offer Period and include the following details:

(1) registered name and address details for each Midwest Shareholder to which the Claim Form relates;

For

per

sona

l use

onl

y

39

(2) HIN or SRN details for each Midwest Shareholder to which the Claim Form relates;

(3) number of Midwest Shares accepted by each Midwest Shareholder;

(4) Participant Identification Number; and

(5) a representation that neither the Broker nor its associates are the accepting Midwest Shareholder and the fee will not be passed on or otherwise shared directly or indirectly with the Midwest Shareholder.

Sinosteel reserves the right to aggregate any acceptances in determining the broker handling fees payable to any broker if Sinosteel believes that a party has structured holdings of Midwest Shares to take advantage of the broker handling fees. Sinosteel may, in its discretion, determine any disputes regarding whether a broker handling fee is payable.

11.9 Institutional Acceptance FacilitySinosteel will establish an acceptance facility (Acceptance Facility) open to certain wholesale investors. The Acceptance Facility will be established because some wholesale investors may be unable to accept Sinosteel’s Offer (for example by reason of their investment mandates) until the Offer becomes unconditional.

The Acceptance Facility will be by invitation only and its terms will be provided to eligible wholesale investors (Eligible Shareholders). Midwest Shareholders who are not Eligible Shareholders will not be able to participate in the Acceptance Facility. Sinosteel will appoint a lodgement agent for the Eligible Shareholders (Facility Agent).

The key features of the Acceptance Facility will be as follows:

(1) Eligible Shareholders may lodge acceptance forms or directions to custodians to accept the Offer (Acceptance Instructions) with the Facility Agent in respect of the Midwest Shares which the Eligible Shareholder holds.

(2) The Facility Agent will hold Acceptance Instructions as lodgement agent and bare trustee only and will not acquire a relevant interest in any of the Midwest Shares the subject of the Acceptance Instructions. Acceptance Instructions lodged with the Facility Agent will demonstrate the intention of the relevant Eligible Shareholders to accept the Offer, however, they will not constitute acceptances of the Offer while they are held by the Facility Agent.

(3) Eligible Shareholders who lodge Acceptance Instructions with the Facility Agent will have directed the Facility Agent to deliver the Acceptance Instructions as formal acceptances of the Offer once Sinosteel provides written confirmation (Confirmation Letter) to the Facility Agent that:

(a) Sinosteel has declared the Offer free from all Defeating Conditions; or

(b) Sinosteel will declare the Offer free from all Defeating Conditions as soon as practicable after all Acceptance Instructions are validly processed or implemented.

(4) Until the Facility Agent receives the Confirmation Letter from Sinosteel, Eligible Shareholders will retain all rights in relation to their Midwest Shares and can withdraw their Acceptance Instructions by notice in writing to the Facility Agent at any time.

(5) Sinosteel will disclose details of the number of Midwest Shares the subject of Acceptance Instructions held in the Acceptance Facility to the ASX and Midwest on the business day following movement of 1% in the aggregate of Sinosteel’s voting power in Midwest and the voting power attaching to Midwest Shares subject to the Acceptance Facility.

11.10 Social security and superannuation implications of the OfferAcceptance of the Offer may have implications under your superannuation or pension arrangement or on your social security entitlements. If in any doubt, Midwest Shareholders should seek specialist advice before accepting the Offer.

For

per

sona

l use

onl

y

40

12. Offer

12.1 Offer(1) Sinosteel offers to buy all of your Midwest

Shares together with all Rights attached to them, on the terms set out in this Offer.

(2) The consideration offered is $5.60 cash for each of your Midwest Shares.

(3) By accepting the Offer you undertake to transfer to Sinosteel not only the Shares to which the Offer relates, but also all Rights attached to those Shares (see Section 12.5(3)).

12.2 Offer Period(1) The Offer is dated [ ].

(2) The Offer will remain open for acceptance during the period commencing on the date the first Offer is made under the bid and ending at 5.00pm (AWST) on [ ], unless withdrawn or extended in accordance with the Corporations Act.

(3) Sinosteel may extend the Offer Period in accordance with the Corporations Act. If such an extension is made, the date specified in Section 12.9 for publication of the notice described in that Section will be varied accordingly.

(4) If, within the last seven days of the Offer Period, either of the following events occur:

(a) the Offer is varied to improve the consideration offered; or

(b) Sinosteel’s voting power in Midwest increases to more than 50%,

then the Offer Period will be automatically extended so that it ends 14 days after the relevant event, subject to any further extensions in accordance with the Corporations Act.

12.3 How to accept the Offer

(1) General(a) Subject to Section 12.4(5), you may only accept

the Offer in respect of all, and not part, of your holding of Midwest Shares.

(b) You may accept the Offer at any time during the Offer Period.

(2) Issuer Sponsored HoldingsIf you hold Midwest Shares in an Issuer Sponsored Holding, to accept the Offer you must:

(a) complete and sign the enclosed Acceptance Form in accordance with the instructions on it; and

(b) send the completed and signed Acceptance Form, and all other documents required by the instructions on the Acceptance Form, so that they are received before the end of the Offer Period.

(3) CHESS HoldingsIf your Midwest Shares are in a CHESS Holding (and you are not a Participant), to accept this Offer in respect of those Midwest Shares you must either:

(a) instruct your Controlling Participant to initiate the acceptance on your behalf under rule 14.14 of the ASTC Settlement Rules, so as to be effective before the end of the Offer Period; or

(b) authorise Sinosteel to instruct your Controlling Participant on your behalf to initiate acceptance of the Offer in accordance with rule 14.14 of the ASTC Settlement Rules, by completing, signing and returning to Sinosteel the enclosed Acceptance Form in accordance with the instructions on it (together with all other documents required by the instructions on the Acceptance Form). The Acceptance Form must be received in sufficient time before the end of the Offer Period to enable Sinosteel to instruct your Controlling Participant to effect acceptance of the Offer for your Midwest Shares before the end of the Offer Period.

If you are a Participant, you must yourself initiate acceptance under rule 14.14 of the ASTC Settlement Rules so as to be effective before the end of the Offer Period.

For

per

sona

l use

onl

y

41

(4) Receipt of Acceptance Form(a) If your Acceptance Form (including any

documents required by the terms of the Offer and the instructions on the Acceptance Form) is returned by post, it will be deemed to be received in time if the envelope in which it is sent is post-marked before the end of the Offer Period even if it is received after that date.

(b) If your Acceptance Form (including any documents required by the terms of the Offer and the instructions on the Acceptance Form) is returned by facsimile, it will be deemed to be received in time if the facsimile transmission is received (evidenced by a confirmation of successful transmission) before the end of the Offer Period, but you will not be entitled to receive the consideration to which you are entitled, until your original Acceptance Form (including any documents required by the terms of the Offer and the instructions on the Acceptance Form) is received at the address specified in the Acceptance Form.

(c) The transmission of the Acceptance Form and other documents is at your own risk.

12.4 Effect of Acceptance(1) If you accept the Offer, you will be unable

to revoke your acceptance and the contract resulting from your acceptance will be binding on you, except as follows:

(a) if, by the relevant times specified in Section 12.4(2), the conditions in Section 12.6 have not all been satisfied or waived in accordance with Section 12.8, the Offer will automatically terminate and your Midwest Shares will be returned to you; or

(b) if the Offer Period is extended for more than one month and, at the time, the Offer is subject to one or more of the conditions in Section 12.6, you may be able to withdraw your acceptance and your Midwest Shares.

(2) The relevant times for the purposes of Section 12.4(1)(a) are:

(a) in relation to the condition in Section 12.6(5) – three business days after the end of the Offer Period; and

(b) in relation to all other conditions in Section 12.6 – the end of the Offer Period.

(3) By signing and returning the Acceptance Form or otherwise accepting the Offer pursuant to Section 12.3, you:

(a) accept the Offer (and any variation of it) in respect of all your Midwest Shares (even if the number of Midwest Shares specified on the Acceptance Form differs from the number of your Midwest Shares);

(b) agree to transfer to Sinosteel all your Midwest Shares, subject to the Offer being declared free from the conditions set out in Section 12.6 (or such conditions being fulfilled);

(c) represent and warrant to Sinosteel that at the time of acceptance, and the time the transfer of your Midwest Shares to Sinosteel is registered:

(i) all your Midwest Shares are and will be fully paid up, and Sinosteel will acquire good title to them and full beneficial ownership of them free from all Third Party Rights;

(ii) that you have full power and capacity to accept the Offer and to sell and transfer the legal and beneficial ownership in those Midwest Shares to Sinosteel; and

(iii) unless you have notified Sinosteel in accordance with Section 12.11, your Midwest Shares do not consist of separate parcels;

(d) from the date of the Offer becoming unconditional, irrevocably authorise Sinosteel (or any nominee or nominees of Sinosteel) as your agent and attorney to exercise all your powers and rights attaching to your Midwest Shares. This includes, without limitation, powers and rights to:

(i) requisition, convene, attend and vote in person or by proxy at all general meetings of Midwest; and

(ii) execute all such instruments as Sinosteel may require for the purpose of vesting good title in your Midwest Shares and all Rights attaching to your Midwest Shares in Sinosteel;

For

per

sona

l use

onl

y

42Section 12. Offer (continued)

(e) whether or not the Offer or the contract resulting from your acceptance of the Offer has become unconditional, you irrevocably authorise Sinosteel (or any nominee or nominees of Sinosteel) as your agent and attorney to attend and vote in person or by proxy at all general meetings of Midwest on your behalf until the earlier of the withdrawal of your acceptance under section 650E of the Corporations Act or the end of the Offer Period or, if all the conditions of the Offer have been satisfied or waived, the registration of Sinosteel as the holder of those Midwest Shares;

(f) agree that in exercising the powers conferred by the power of attorney in Sections 12.4(3)(d) and 12.4(3)(e) above, Sinosteel or its nominee is entitled to act in the interest of Sinosteel;

(g) agree not to attend or vote in person at any general meeting of Midwest, or to exercise or purport to exercise any of the powers conferred on Sinosteel or its nominee in Sections 12.4(3)(d) and 12.4(3)(e) during the relevant periods referred to in those Sections;

(h) indemnify Sinosteel against any claim or action against it for any loss, damage or liability incurred by it as a result of you not producing your Holder Identification Number (HIN) or Securityholder Reference Number (SRN) or in consequence of the transfer of your Midwest Shares being registered by Midwest without production of your HIN or SRN for your Midwest Shares;

(i) if your Midwest Shares are in a CHESS Holding, from the date of the Offer becoming unconditional irrevocably authorise Sinosteel to:

(i) instruct your Controlling Participant to initiate acceptance of the Offer in accordance with the ASTC Settlement Rules;

(ii) give any other instructions in relation to your Midwest Shares to your Controlling Participant on your behalf under the sponsorship agreement between you and the Controlling Participant; and

(iii) even though Sinosteel has not yet paid or provided the consideration due to you, transmit a message to ASTC in accordance with rule 14.17 of the ASTC Settlement Rules so as to enter your Midwest Shares which are in a CHESS Holding to the Takeover Transferee Holding;

(j) irrevocably authorise Sinosteel (or any nominee or nominees of Sinosteel) to alter the Acceptance Form by inserting such details as are omitted in respect of your Midwest Shares and by rectifying any errors in or omissions from it as may be necessary to make it an effective acceptance of the Offer or to enable registration of the transfer of all your Midwest Shares to Sinosteel;

(k) irrevocably authorise and direct Midwest to pay to Sinosteel, or to account to Sinosteel for, all Rights in respect of your Midwest Shares. If the Offer is withdrawn or rescinded, Sinosteel will account to you for any such Rights received by Sinosteel;

(l) irrevocably authorise Sinosteel to notify Midwest on your behalf that your place of address for the purpose of serving notices upon you in respect of your Midwest Shares is the address specified by Sinosteel in the notification; or

(m) agree, subject to the conditions of the Offer in Section 12.6 being satisfied or waived, to execute all such documents, transfers and assurances as may be necessary or desirable to convey your Midwest Shares registered in your name and attaching Rights to Sinosteel.

(4) Sinosteel may, at any time, in its sole discretion and without further communication to you, determine that any Acceptance Form it receives is a valid acceptance, even if one or more of the requirements for acceptance has not been complied with but, if Sinosteel does so, Sinosteel is not obliged to make the consideration available to you until all of the requirements for acceptance have been met.

(5) When you have satisfied the requirements for acceptance in respect of only some of your Midwest Shares, Sinosteel may, in its sole discretion, regard the Offer to be accepted in respect of those Midwest Shares but not the remainder.

For

per

sona

l use

onl

y

43

(6) The representations, warranties and authorities referred to in Section 12.4(3) will remain in force after you receive the consideration for your Midwest Shares and after Sinosteel becomes registered as the holder of your Midwest Shares.

12.5 Payment of Consideration(1) Subject to this Section 12.5 and the Corporations

Act, if you have accepted the Offer and the contract resulting from your acceptance becomes unconditional, Sinosteel will pay you the consideration for your Midwest Shares under this Offer on or before the earlier of:

(a) the date that is one month after the date of your acceptance or, if the Offer is subject to a Defeating Condition when you accept the Offer, one month after the takeover contract resulting from your acceptance of the Offer becomes unconditional; and

(b) 21 days after the end of the Offer Period.

(2) Where the Acceptance Form requires an additional document to be given with your acceptance to enable Sinosteel to become the holder of your Midwest Shares (such as a power of attorney):

(a) if that document is delivered with your acceptance, Sinosteel will provide the consideration in accordance with Section 12.5(1);

(b) if that document is given after acceptance and before the end of the Offer Period, while the Offer is subject to a Defeating Condition, Sinosteel will provide the consideration to you by the earlier of:

(i) one month after the takeover contract resulting from your acceptance of the Offer becomes unconditional; and

(ii) 21 days after the end of the Offer Period;

(c) if that document is delivered after acceptance and before the end of the Offer Period, while the Offer is not subject to a Defeating Condition, Sinosteel will provide the consideration due to you for your Midwest Shares by the earlier of:

(i) one month after that document is delivered; and

(ii) 21 days after the end of the Offer Period;

(d) if that document is given after the end of the Offer Period, Sinosteel will provide the consideration within 21 days after that document is given. However, if at the time the document is given, the takeover contract is still subject to a Defeating Condition that relates to a circumstance or event referred to in subsection 652C(1) or (2) of the Corporations Act, Sinosteel will provide the consideration due to you for your Midwest Shares within 21 days after the Offer becomes unconditional; and

(e) if you do not give the document to Sinosteel within one month after the end of the Offer Period, Sinosteel may, in its sole discretion, rescind the contract resulting from your acceptance of the Offer.

(3) If you accept the Offer, Sinosteel is entitled to all Rights in respect of your Midwest Shares. Sinosteel may require you to provide all documents necessary to vest title to those Rights in Sinosteel, or otherwise to give it the benefit or value of those Rights. If you do not do so, or if you have received the benefit of those Rights, Sinosteel will be entitled to deduct from the consideration otherwise due to you the amount (or value, as reasonably assessed by Sinosteel) of those Rights. If Sinosteel does not, or cannot, make such a deduction, you must pay that amount to Sinosteel.

(4) If at the time you accept the Offer any of the following:

(a) Banking (Foreign) Exchange Regulations 1959 (Cth);

(b) Part 4 of the Charter of the United Nations Act 1945 (Cth);

(c) Charter of the United Nations (Terrorism and Dealing with Assets) Regulations 2002 (Cth);

(d) Charter of the United Nations (Sanctions – Afghanistan) Regulations 2001 (Cth);

(e) Iraq (Reconstruction and Repeal of Sanctions) Regulations 2003 (Cth); or

(f) any other law of Australia,

For

per

sona

l use

onl

y

44Section 12. Offer (continued)

require that an authority, clearance or approval of the Reserve Bank of Australia, the Australian Taxation Office or any other government authority be obtained before you receive any consideration for your Midwest Shares, or would make it unlawful for Sinosteel to provide any consideration to you for your Midwest Shares, you will not be entitled to receive any consideration for your Midwest Shares until all requisite authorities, clearances or approvals have been received by Sinosteel.

As far as Sinosteel is aware, as at the date of this Bidder’s Statement, the persons to whom this Section 12.5(4) will apply are: prescribed supporters of the former government of Yugoslavia; ministers and senior officials of the Government of Zimbabwe; persons associated with the former government of Iraq (including senior officials, immediate family members of senior officials, or any entities controlled by any of those persons); Osama bin Laden; the Taliban; members of the Al-qaeda organisation; and a person named in the list maintained pursuant to paragraph 2 of Resolution 1390 of the Security Council of the United Nations.

12.6 Conditions of the OfferSubject to Section 12.7 the Offer, the completion of the Offer and any contract that results from an acceptance of the Offer, are subject to the fulfilment of the conditions set out below.

(1) Minimum Acceptance ConditionAt the end of the Offer Period, Sinosteel and its associates have a relevant interest in at least 50.1% of the Midwest Shares.

(2) Chinese Regulatory Approvals Before the end of the Offer Period, the Chinese Regulatory Authorities authorise the acquisition of the Midwest Shares by Sinosteel under the Offer.

(3) No Regulatory ActionBetween the Announcement Date and the end of the Offer Period:

(a) there is not in effect any preliminary or final decision, order or direction issued by any Public Authority;

(b) no action, proceeding or investigation is announced, commenced or threatened by any Public Authority; and

(c) no application is made to any Public Authority (other than by Sinosteel or any associate of Sinosteel),

in consequence of or in connection with the Offer (other than any action or decision by, or application to, ASIC or the Takeovers Panel in exercise of the powers and discretions conferred by the Corporations Act) which is likely to or purports or threatens to restrain, prohibit or impede, or otherwise adversely impacts on, the making of the Offer, the acquisition of the Midwest Shares by Sinosteel, the rights of Sinosteel in respect of Midwest and the Midwest Shares, the continued operation of the business of Sinosteel, Midwest or their Subsidiaries and the completion of any transactions contemplated by the Bidder’s Statement (including full, lawful and effectual implementation of the intentions set out in the Bidder’s Statement).

(4) Material Adverse Change of MidwestBetween the Announcement Date and the end of the Offer Period:

(a) there not having occurred, been announced, become probable or imminent, or become known to Sinosteel (whether or not becoming public) any act, failure to act, fact, matter, event or circumstance, that has had, or could reasonably be expected to have, a material adverse effect on or in relation to Midwest, a Subsidiary of Midwest or the business, financial or trading position, assets or liabilities, profitability or prospects of Midwest or any of its Subsidiaries, taken as a whole; or

(b) it not becoming known to Sinosteel that information publicly filed by Midwest or any of its Subsidiaries prior to the Announcement Date is, or is likely to be, incomplete, incorrect or untrue or misleading in a material respect.F

or p

erso

nal u

se o

nly

45

(5) No Prescribed OccurrencesDuring the period from the date the Bidder’s Statement is given to Midwest and ending at the end of the Offer Period, none of the occurrences listed in section 652C(1) or (2) of the Corporations Act happen (other than the issue of Midwest Shares as the result of the exercise of Midwest Options), that is:

(a) Midwest converts all or any of its shares into larger or smaller number of shares;

(b) Midwest or a Subsidiary of Midwest resolves to reduce its share capital in any way;

(c) Midwest or a Subsidiary of Midwest:

(i) enters into a buy-back agreement; or

(ii) resolves to approve the terms of a buy-back agreement under section 257C(1) or 257D(1) of the Corporation Act;

(d) Midwest or a Subsidiary of Midwest issues shares or grants an option over its shares, or agrees to make such an issue or grant such an option;

(e) Midwest or a Subsidiary of Midwest issues, or agrees to issue, convertible notes;

(f) Midwest or a Subsidiary of Midwest disposes, or agrees to dispose, of the whole, or a substantial part, of its business or property;

(g) Midwest or a Subsidiary of Midwest charges, or agrees to charge, the whole, or a substantial part, of its business or property;

(h) Midwest or a Subsidiary of Midwest resolves to be wound up;

(i) the appointment of a liquidator or provisional liquidator of Midwest or a Subsidiary of Midwest;

(j) a court makes an order for the winding up of Midwest or a Subsidiary of Midwest;

(k) an administrator of Midwest, or a Subsidiary of Midwest, is appointed under section 436A, 436B or 436C of the Corporations Act;

(l) Midwest or a Subsidiary of Midwest executes a deed of company arrangement; or

(m) a receiver, or a receiver and manager, is appointed in relation to the whole, or a substantial part, of the property of Midwest or a Subsidiary of Midwest.

(6) No Prescribed Occurrences Between Announcement and Service

During the period from the Announcement Date to the day before the Bidder’s Statement is given to Midwest, none of the occurrences referred to in paragraphs 12.6(5)(a) to 12.6(5)(m) happen.

(7) Conduct of Midwest’s BusinessBetween the Announcement Date and the end of the Offer Period, neither Midwest, nor any Subsidiary of Midwest (except in relation to paragraphs 12.6(7)(a) and 12.6(7)(b)):

(a) declares, or distributes any dividend, bonus or other share of its profits or assets of Midwest;

(b) makes any changes to its constitution or passes any special resolution or amends the terms of issue of any shares, options or other convertible securities;

(c) gives or agrees to give any Third Party Rights over any of its assets otherwise than in the ordinary course of business;

(d) borrows or agrees to borrow any money (except for working capital borrowing from its bankers in the ordinary course of business);

(e) releases, discharges or modifies any substantial obligation to it of any person, firm or body corporate or agrees to do so;

(f) conducts its business otherwise than in the ordinary course;

(g) has threatened or commenced against it any material claims or material proceedings in any court or tribunal (including but not limited to, a petition for winding up or an application for appointment of a receiver or receiver and manager); or

(h) executes a deed of company arrangement or passes any resolution for liquidation, or has appointed or becomes susceptible to the appointment of an administrator, a receiver, a receiver and manager or a liquidator, or becomes subject to investigation under the ASIC Act 2001 (Cth) or any corresponding legislation.

For

per

sona

l use

onl

y

46Section 12. Offer (continued)

(8) No Material Acquisitions, Disposals, etc.Except for any proposed transaction publicly announced by Midwest before the Announcement Date, none of the following events occur between the Announcement Date and the end of the Offer Period:

(a) Midwest, or any Subsidiary of Midwest, acquires, offers to acquire, agrees to acquire or acquires an interest in property or other assets for an amount or having a market value in aggregate greater than $10,000,000 or makes an announcement in relation to such an acquisition;

(b) Midwest, or any Subsidiary of Midwest, disposes (including by grant of a Third Party Rights), offers to dispose, agrees to dispose or disposes of interests in property or other assets (including, without limitation, tenements or other mining interests, iron ore and other minerals (unless permitted under paragraph 12.6(8)(e))) for an amount or having a market value in aggregate greater than $10,000,000 or makes an announcement in relation to such a disposal;

(c) Midwest or any Subsidiary of Midwest, enters into, offers to enter into or announces that it proposes to enter into any joint venture, partnership or dual listed company structure or makes an announcement in relation to such a commitment;

(d) Midwest, or any Subsidiary of Midwest, incurs or commits to, or grants to another person a right the exercise of which would involve a member of the Midwest Group incurring or committing to any capital expenditure or other liability in respect of one or more related items of greater than $10,000,000 or makes an announcement in relation to such a commitment;

(e) Midwest, or any Subsidiary of Midwest enters into, offers to enter into or announces that it proposes to enter into any form of commitment (including by grant of Third Party Rights) with any party or parties other than Sinosteel or any of its Related Bodies Corporate which would result in the creation of any right or entitlement to acquire iron ore, minerals or ore from Midwest or any Subsidiary of Midwest for a market value of greater than $20,000,000; or

(f) Midwest, or any Subsidiary of Midwest takes or announces that it proposes to take any action that could result in Sinosteel Corporation’s or any of its Subsidiaries’ rights under, or interests in, the Sinosteel Joint Venture being terminated, modified or otherwise dealt with in a manner that is not consistent with the Sinosteel Joint Venture or Midwest, or any Subsidiary of Midwest, breaches the terms and conditions of the Sinosteel Joint Venture Agreement.

(9) Material ContractsBetween the Announcement Date and the end of the Offer Period, no person exercises or purports to exercise, or states an intention to exercise any right (whether subject to conditions or not) which has or is likely to result in:

(a) any monies borrowed by Midwest or a Subsidiary of Midwest being or becoming repayable or being capable of being declared repayable immediately or earlier than the previous repayment date;

(b) termination or variation of any material agreement with Midwest or a Subsidiary of Midwest or any action being taken or claim arising under such an agreement;

(c) the interest of Midwest or any Subsidiary of Midwest in any firm, joint venture, trust, corporation or other entity or asset (or any arrangements relating to such interest) being terminated, modified or required to be transferred, disposed of or redeemed; or

(d) the business of Midwest or any Subsidiary of Midwest with any other person being adversely affected,

as a result (directly or indirectly) of Sinosteel acquiring or proposing to acquire Midwest Shares.

For

per

sona

l use

onl

y

47

12.7 Nature and benefit of conditions(1) All conditions in Section 12.6 are conditions

subsequent. The non-fulfilment of any condition subsequent does not, until the end of the Offer Period, prevent a contract to sell your Midwest Shares from arising from acceptance of the Offer, but any breach or non-fulfilment of it entitles Sinosteel by written notice to you, to rescind the contract that results from your acceptance of the Offer.

(2) Subject to the Corporations Act, Sinosteel alone is entitled to the benefit of the conditions in Section 12.6, or to rely on any breach or non-fulfilment of any of them.

(3) Each condition in Section 12.6 is a separate, several and distinct condition. No condition to which the Offer is subject will be taken to limit the meaning or effect of any other condition.

(4) Subject to the Corporations Act, Sinosteel may at any time and from time to time waive (generally, or in respect of a particular event) the breach or non-fulfilment of any condition in Section 12.6 or any part of such condition.

12.8 Freeing Offer of conditions(1) Sinosteel may free the Offer and any contract

resulting from acceptance from all or any of the conditions in Section 12.6 generally or in relation to any specific occurrence by giving notice in writing to Midwest declaring the Offer to be free from the relevant condition or conditions specified in accordance with section 650F of the Corporations Act. This notice may be given:

(a) in the case of the condition in Section 12.6(5) – not later than 3 business days after the end of the Offer Period; and

(b) in the case of the other conditions in Section 12.6 – not less than 7 days before the end of the Offer Period.

(2) If, at the end of the Offer Period (or in the case of the condition in Section 12.6(5), within three business days after the end of the Offer Period), the conditions in Section 12.6 have not been fulfilled and Sinosteel has not declared the Offer (or it has not become) free from those conditions, all contracts resulting from the acceptance of the Offer will be automatically void.

12.9 Notice on the status of the conditionsThe date for giving the notice on the status of the conditions required by section 630(1) of the Corporations Act is [ ] (subject to extension in accordance with section 630(2) of the Corporations Act if the Offer Period is extended).

12.10 Offerees(1) The Offer is being made to:

(a) each person registered as the holder of Midwest Shares in the register of Midwest Shareholders at 7.00am (AWST) on the Register Date; and

(b) any person who becomes registered or entitled to be registered as the holder of Midwest Shares during the period commencing on the Register Date and ending at the end of the Offer Period due to the exercise of rights attached to Midwest Options.

(2) If, at the time the Offer is made to you, or at any time during the Offer Period, another person is, or is entitled to be, registered as the holder of your Midwest Shares, a corresponding offer will be deemed to have been made to:

(a) that other person in respect of those Midwest Shares; and

(b) you in respect of any other Midwest Shares you hold to which the Offer relates.

(3) If your Midwest Shares are registered in the name of a Broker, investment dealer, bank, trust company or other nominee, you should contact that nominee for assistance in accepting the Offer.

For

per

sona

l use

onl

y

48

12.11 Trustees and nominees(1) If you are registered or entitled to be registered

as the holder of one or more parcels of Midwest Shares as trustee or nominee for, or otherwise on account of, another person, section 653B of the Corporations Act will apply so that Sinosteel is taken to have made a separate offer to you for each separate parcel of Midwest Shares including any parcel held in your own right. Acceptance by you of the Offer for any distinct parcel of Midwest Shares is ineffective unless:

(a) you give Sinosteel notice in accordance with Section 12.11(2)(a) stating that your Midwest Shares consist of separate parcels; and

(b) your acceptance specifies the number of Midwest Shares in each separate parcel to which the acceptance relates.

(2) The notice required under Section 12.11(1)(a):

(a) if it relates to Midwest Shares not in a CHESS Holding, must be in writing; or

(b) if it relates to Midwest Shares in a CHESS Holding, must be in an electronic form approved under the ASTC Settlement Rules for the purposes of Part 6.8 of the Corporations Act.

12.12 Withdrawal of Offer(1) This Offer may be withdrawn with the consent in

writing of ASIC, which consent may be subject to conditions.

(2) If the Offer is withdrawn, all contracts arising from its acceptance become void.

12.13 Variation of OfferSinosteel reserves the right to vary the Offer in accordance with the Corporations Act.

12.14 Midwest OptionsAlthough the Offer does not extend to any unexercised Midwest Options, Sinosteel may make a separate offer to acquire the unexercised Midwest Options. Sinosteel has made no final decision in relation to this matter at this stage.

12.15 No Stamp Duty There will be no stamp duty payable by you on the transfer of your Midwest Shares to Sinosteel.

12.16 Power of AttorneyIf the Acceptance Form is signed under power of attorney, the attorney declares that the attorney has no notice of revocation of the power and is empowered to delegate powers under the power of attorney under Sections 12.4(3)(d) and 12.4(3)(e).

12.17 Governing LawThis Offer and any contract that results from your acceptance of the Offer are governed by the laws in force in Western Australia, Australia.

Section 12. Offer (continued)

For

per

sona

l use

onl

y

49

13. Definitions and Interpretation

13.1 DefinitionsIn this Bidder’s Statement:

Acceptance Form means the acceptance and transfer form enclosed in this Bidder’s Statement;

Announcement Date means 14 March 2008;

ASIC means the Australian Securities and Investments Commission;

ASTC means ASX Settlement and Transfer Corporation Pty Limited ABN 49 008 504 532;

ASTC Settlement Rules means the operating rules of the settlement facility provided by ASTC;

ASX means the Australian Securities Exchange operated by ASX Limited ACN 008 624 691 or ASX Limited ACN 008 624 691, as the case may require;

AWST means Australian Western Standard Time;

Bidder and Sinosteel means Sinosteel Ocean Capital Pty Ltd ACN 128 764 063, a company incorporated in Australia;

Bidder’s Statement means this document and each schedule and annexure to it;

Broker and Broker Participant

means a share broker and member organisation admitted to participate in CHESS;

CHESS means the clearing house electronic subregister system;

CHESS Holding means a number of Midwest Shares which are registered on Midwest’s register of members, being a register administered by ASTC and which records uncertificated holdings of Midwest Shares;

Chinese Regulatory Authorities

means each of the:

(a) National Development and Reform Commission;

(b) Ministry of Commerce; and

(c) State Administration of Foreign Exchange;

Closing Date means [ ], unless the Offer is extended;

Controlling Participant means the Broker or Non-Broker Participant who is designated as the controlling participant for Shares in a CHESS Holding in accordance with the ASTC Settlement Rules;

Corporations Act means the Corporations Act 2001 (Cth);

Defeating Conditions means the conditions of the Offer set out in Section 12.6;

Director means the director of Sinosteel;

EXIM Bank means China Eximbank, The Export – Import Bank of China;

Fe means iron;

FIRB means the Foreign Investment Review Board;

GST means goods and services tax;

Hamersley Iron means Hamersley Iron Pty Limited ACN 004 558 276;

Hampton Hill means Hampton Hill Mining NL ABN 60 060 628 524;

HIN means holder identification number;

For

per

sona

l use

onl

y

50Section 13. Definitions and Interpretation (continued)

Infrastructure means the proposed port and rail infrastructure development of the mid-west region;

Issuer Sponsored Holding

means a holding of Shares on Midwest’s issuer sponsored subregister;

JORC means the Australasian Code for Reporting of Exploration Results, mineral resources and ore reserves;

Koolanooka Magnetite Project

mean the magnetite project currently owned by Midwest which forms the second stage in the development of the Koolanooka resource;

Listing Rules means the listing rules of ASX;

Midwest means Midwest Corporation Limited ABN 91 009 224 800;

Midwest Group means Midwest and any Related Body Corporate of Midwest;

Midwest Options means options to subscribe for Midwest Shares;

Midwest Shares and Shares

means fully paid ordinary shares in Midwest;

Midwest Shareholder and Shareholder

means a holder of Shares;

Ministry of Commerce means the body of that name described in Section 11.3;

Mt means million tonnes;

Mtpa means million tonnes per annum;

Murchison Metals means Murchison Metals Limited ACN 078 257 799;

National Development and Reform Commission

means the body of that name described in Section 11.3;

Non-Broker Participant means an entity admitted to participate in CHESS under the ASTC Settlement Rules, provided that the entity is not a Broker Participant;

Offer means the Bidder’s offer to acquire Midwest Shares set out in Section 12 of this Bidder’s Statement;

Offer Period means the period during which the Offer will remain open for acceptance in accordance with Section 12.2;

Offer Price means $5.60 per Share;

Participant means an entity admitted to participate in CHESS under Rule 4.3.1 and 4.4.1 of the ASTC Settlement Rules;

PRC means Peoples’ Republic of China;

Projects means the Weld Range Project and the Koolanooka Magnetite Project;

Proposed Midwest Option Issue

means the proposed issue of up to 28 million new Midwest Options to Midwest directors and senior management in accordance with the ASX announcements made by Midwest on 25 June 2007 and 27 February 2008;

For

per

sona

l use

onl

y

51

Public Authority means a government or government department, a governmental, semi-governmental, administrative, statutory or judicial entity, authority or agency whether in Australia, China or elsewhere including the Australian Competition and Consumer Commission including any self-regulatory organisation established under statute or any stock exchange;

Register Date means 31 March 2008;

Related Body Corporate has the meaning given in section 50 of the Corporations Act;

Rights means all accretions, rights or benefits of whatever kind attaching or arising from Shares directly or indirectly at or after the Announcement Date (including all dividends and all rights to receive them or rights to receive or subscribe for shares, notes, bonds, options or other securities declared, paid or issued by Midwest or any of its subsidiaries);

SASAC means the State-Owned Assets Supervision and Administration Commission;

Section means a section of this Bidder’s Statement;

Share Registrar means Registries Limited ABN 14 003 209 836;

Sinosteel means Sinosteel Ocean Capital Pty Ltd ACN 128 764 063;

Sinosteel Australia Mining

means Sinosteel Australia Mining Pty Ltd ACN 117 086 870, a wholly owned subsidiary of Sinosteel Corporation;

Sinosteel Corporation means Sinosteel Corporation, a central enterprise under the administration of SASAC;

Sinosteel Joint Venture means the joint venture between Sinosteel Corporation and Midwest known as the “Koolanooka and Weld Range Studies Joint Venture” established by the Sinosteel Joint Venture Agreement;

Sinosteel Joint Venture Agreement

means the agreement between Sinosteel Corporation and Midwest dated on or about October 2005, which establishes the Sinosteel Joint Venture in relation to the Weld Range Project and the Koolanooka Magnetite Project;

SRN means securityholder reference number;

State means the State of Western Australia;

State Administration of Foreign Exchange

means the body of that name described in Section 11.3;

State Agreement means the agreement known as the Iron Ore (Murchison) Agreement between Midwest and the State of Western Australia, authorised by the Iron Ore (Murchison) Agreement Act 1973 (WA);

Subsidiary has the meaning given in section 9 of the Corporations Act;

Takeover Bid and Takeover

means the off market takeover bid constituted by the dispatch of the Offer in accordance with the Corporations Act;

Takeover Transferee Holding

has the same meaning as in the ASTC Settlement Rules;

For

per

sona

l use

onl

y

52Section 13. Definitions and Interpretation (continued)

Target’s Statement means the target’s statement to be issued by Midwest in response to this Bidder’s Statement in accordance with section 633(1) of the Corporations Act;

Third Party Rights means all mortgages, charges, liens, encumbrances, adverse interests of any nature and restrictions of any nature (whether legal or otherwise);

Treasurer means the Treasurer of the Commonwealth of Australia;

VWAP means the volume weighted average price of Midwest Shares traded on ASX;

Weld Range Project means the iron ore project known as “Weld Range” located approximately 65 kilometres south-west of Meekatharra and 50 kilometres north-west of Cue currently being developed by Midwest and includes any variation or expansion of that project; and

Yilgarn means Yilgarn Infrastructure Limited ACN 115 050 452, an independent special purpose company established to develop the Infrastructure in a manner which provides open access for all potential users of the Infrastructure on a transparent commercial basis.

For

per

sona

l use

onl

y

53

13.2 Interpretation

(1) Reference to:

(a) words and phrases given a particular meaning in Chapter 6 of the Corporations Act have the same meaning in this Bidder’s Statement, unless the context otherwise requires;

(b) one gender includes the others;

(c) the singular includes the plural and the plural includes the singular;

(d) a person includes a body corporate;

(e) a party includes the party’s executors, administrators, successors and permitted assigns;

(f) a statute, regulation or provision of a statute or regulation (Statutory Provision) includes:

(i) that Statutory Provision as amended or re-enacted;

(ii) a statute, regulation or provision enacted in replacement of that Statutory Provision; and

(iii) another regulation or other statutory instrument made or issued under that Statutory Provision; and

(g) money is to Australian dollars, unless otherwise stated.

(2) “Including” and similar expressions are not words of limitation.

(3) Where a word or expression is given a particular meaning, other parts of speech and grammatical forms of that word or expression have a corresponding meaning.

(4) Headings and any table of contents or index are for convenience only and do not affect the interpretation of this Bidder’s Statement.

For

per

sona

l use

onl

y

54

14. Approval of Bidder’s Statement

This Bidder’s Statement has been approved by a resolution passed by the Director of Sinosteel.

Dated: 31 March 2008

Sijun ChengDirector

Sinosteel Ocean Capital Pty Ltd

For

per

sona

l use

onl

y

55

Annexure A Announcements in Relation to the Offer

1

ASX Release

14 March 2008

Sinosteel Announces Takeover Offer for Midwest Corporation

Key Points:

Sinosteel intends to make an all cash offer for Midwest Corporation of A$5.60 per Midwest share

Sinosteel’s Offer represents a significant premium over Midwest’s pre-speculation closing price

Opportunity to realise excellent and certain value for Midwest shares now in an environment that remains highly challenging for the development of large scale resource projects

Offer builds upon Sinosteel’s relationship with Midwest and its longstanding presence in Australia

Sinosteel Corporation (“Sinosteel”) is pleased to announce its intention, through its wholly owned subsidiary Sinosteel Ocean Capital Pty Limited, to make an all cash offer of A$5.60 per share for all of the issued shares of Midwest Corporation Limited (“Midwest”) (“the Offer” or “Sinosteel’s Offer”). Sinosteel currently owns 19.89% of Midwest and has received FIRB approval to make the Offer.

Sinosteel’s Offer values Midwest’s equity at approximately A$1.2 billion on a fully diluted basis and represents:

A premium of 79.8% to the one month VWAP prior to the announcement of Murchison Metals’ failed bid for Midwest

A premium of 59.5% to the last traded price of Midwest shares on 9 October 2007, being the date prior to the announcement of Murchison Metals’ failed bid for Midwest

A premium of 34.9% to the last traded price of Midwest shares on 13 March 2008, being the last trading day prior to the announcement of the Offer

Announcing the Offer, Sinosteel’s President Mr Tianwen Huang said he believed Sinosteel’s Offer would be highly attractive to Midwest shareholders.

“We have made this Offer directly to Midwest shareholders as we firmly believe it provides Midwest shareholders with the opportunity to realise certain value in cash for their shares at a significant premium to historical trading levels, in an environment that remains highly challenging for the development of large scale resource projects,” Mr Huang said. “It’s time Midwest shareholders had the opportunity to decide for themselves the value of their investment in Midwest.”

Sinosteel has been a major business partner and long-time supporter of Midwest through participation in the Weld Range hematite and Koolanooka magnetite project studies and the provision of off-take support for Midwest’s Koolanooka direct shipping ore (DSO) project. Sinosteel believes that taking a direct interest in Midwest is a natural extension of its involvement with the company and shareholders should be given the opportunity to accept Sinosteel’s offer.

For

per

sona

l use

onl

y

56Annexure A (continued)

2

Sinosteel has been involved in the Australian resources industry since the 1980s, starting with the Channar Iron Ore Joint Venture with Hamersley Iron.

“The Offer for Midwest reinforces Sinosteel’s continued commitment to Australia’s resources industry and, in particular, the development of the mid-west region of Western Australia into a major world-class iron ore production province which will create employment and opportunities for all stakeholders,” Mr Huang said. “Sinosteel has the track record, financial strength and technical expertise to develop and operate large scale mining projects.”

The Midwest Board has recently announced a planned issue of options to its directors and senior management. Sinosteel notes that under the ASX Listing Rules none of the directors or their associates will be permitted to vote on the shareholder resolutions relating to the issue of options to any of the directors when they come before the Midwest Annual General Meeting in May 2008. Sinosteel and its subsidiaries intend to vote against these proposed resolutions.

Offer Details

The Offer is A$5.60 cash per share for all the ordinary shares of Midwest.

The Offer is subject to a limited number of conditions, including a 50.1% minimum acceptance condition and Sinosteel receiving the necessary Chinese regulatory approvals. The conditions to the Offer are set out in full in Annexure A.

EXIM Bank of China has committed to provide full debt funding for the Offer. Details of these arrangements will be set out in Sinosteel’s Bidder’s Statement.

Sinosteel has received FIRB approval to acquire Midwest. The Offer is therefore not conditional upon receiving FIRB approval.

Sinosteel expects to lodge its Bidder’s Statement setting out detailed information about the Offer with the Australian Securities and Investment Commission (“ASIC”) and Midwest as soon as possible. A shareholder information line has been established by Sinosteel. Midwest Shareholders should telephone 1800 135 831 within Australia and +61 2 8268 3679 outside AustraliaJPMorgan is acting as exclusive financial advisor and Deacons is acting as legal advisor to Sinosteel in relation to the Offer.

For further information:

Australia and International Alan Young Ross Thornton JPMorgan FD Third Person T: +61 2 9220 1510 T: +61 2 8298 6100 M: +61 4 0011 0022 M: +61 418 233 062 E: alan.j.young@jpmorgan.com E: ross.thornton@fdthirdperson.com.au

David Hine Andrew Stokes JPMorgan FD Third Person T: +61 3 9608 4003 T: +61 2 8298 6100 M: +61 4 1338 4290 M: +61 416 967 038 E: david.l.hine@jpmorgan.com E: andrew.stokes@fdthirdperson.com.au

ChinaJulian Wilson Mingxia Li FD FD T: +86 10 8591 1951 T: +86 10 8591 1952 M: +86 13161392928 M: +86 13801033695 E: julian.wilson@fd.com E: mingxia.li@fd.com

For

per

sona

l use

onl

y

57

3

About Midwest CorporationMidwest Corporation is an ASX listed Australian iron ore company. Midwest’s principal assets are: the Koolanooka/Blue Hills DSO project; the Weld Range project; and the Koolanooka Magnetite project.

Midwest is seeking to expand hematite iron ore sales from the Koolanooka/Blue Hills DSO project in Western Australia from 1 million tonnes per annum to 2 million tonnes per annum, following the commencement of the transition to open pit mining at the end of the first quarter of 2008 and the completion of a new shiploader at the Port of Geraldton.

The company’s major development project is the Weld Range hematite project in Western Australia. A scoping study for this project was completed and approved by the Directors of Midwest in early 2007. The study evaluated the viability of developing the Weld Range hematite project at a minimum scale of 15 million tonnes per annum over a 15 year period. First ore production from Weld Range is expected to occur in early 2011, subject to the timing for the completion of the port and rail infrastructure.

Further information on Midwest Corporation can be found at www.midwestcorp.com.au

About Sinosteel Corporation Sinosteel Corporation (“Sinosteel”) is a leading Chinese enterprise headquartered in Beijing, China. During the past 30 years it has played a significant role in supporting the growth of China’s domestic steel industry by developing and processing metallurgical mineral resources, trading and delivering metallurgical raw materials and products, and providing related engineering and technical services and equipment manufacture. It is also a top three supplier of iron ore, chrome ore, manganese ore, fluorspar, coke and ferroalloy to China’s steel industry.

Over the past two decades, Sinosteel has transformed itself from being a significant domestic company into an international business with approximately 20% of its revenue coming from overseas operations. Sinosteel has successfully built major mining businesses in Africa and Australia, and accumulated extensive industry experience and management expertise. Sinosteel’s involvement in the Australian resources industry began in the 1980s and now encompasses the following business interests:

40 per cent interest in the Channar iron ore mine in Western Australia, a joint venture with Hamersley Iron and one of the largest Sino-Australian cooperative projects

19.89 per cent interest in Midwest

Weld Range hematite and Koolanooka magnetite joint venture studies with Midwest in Western Australia

Joint venture with PepinNini Minerals Limited in the Crocker Well and Mt Victoria Uranium deposits in South Australia

Further information about Sinosteel can be found at en.sinosteel.com.

Further information on Sinosteel and Midwest will be provided to Midwest shareholders in the Bidder’s Statement.F

or p

erso

nal u

se o

nly

58Annexure A (continued)

4

Annexure A

The Offer is subject to the fulfilment of the conditions set out below.

(1) Minimum Acceptance Condition

At the end of the Offer Period, Sinosteel and its associates have a relevant interest in at least 50.1% of the Midwest Shares.

(2) Chinese Regulatory Approvals

Before the end of the Offer Period, the Chinese Regulatory Authorities authorise the acquisition of the Midwest Shares by Sinosteel under the Offer.

(3) No Regulatory Action

Between the Announcement Date and the end of the Offer Period:

(a) there is not in effect any preliminary or final decision, order or direction issued by any Public Authority;

(b) no action, proceeding or investigation is announced, commenced or threatened by any Public Authority; and

(c) no application is made to any Public Authority (other than by Sinosteel or any associate of Sinosteel), in consequence of or in connection with the Offer (other than any action or decision by, or application to, ASIC or the Takeovers Panel in exercise of the powers and discretions conferred by the Corporations Act) which is likely to or purports or threatens to restrain, prohibit or impede, or otherwise adversely impacts on, the making of the Offer, the acquisition of the Midwest Shares by Sinosteel, the rights of Sinosteel in respect of Midwest and the Midwest Shares, the continued operation of the business of Sinosteel, Midwest or their Subsidiaries and the completion of any transactions contemplated by the Bidder’s Statement (including full, lawful and effectual implementation of the intentions set out in the Bidder’s Statement).

(4) Material Adverse Change of Midwest

Between the Announcement Date and the end of the Offer Period:

(a) there not having occurred, been announced, become probable or imminent, or become known to Sinosteel (whether or not becoming public) any act, failure to act, fact, matter, event or circumstance, that has had, or could reasonably be expected to have, a material adverse effect on or in relation to Midwest, a Subsidiary of Midwest or the business, financial or trading position, assets or liabilities, profitability or prospects of Midwest or any of its Subsidiaries, taken as a whole; or

(b) it not becoming known to Sinosteel that information publicly filed by Midwest or any of its Subsidiaries prior to the Announcement Date is, or is likely to be, incomplete, incorrect or untrue or misleading in a material respect.

(5) No Prescribed Occurrences

During the period from the date the Bidder’s Statement is given to Midwest and ending at the end of the Offer Period, none of the occurrences listed in section 652C(1) or (2) of the Corporations Act happen (other than the issue of Midwest Shares as the result of the exercise of Midwest Options), that is:

(a) Midwest converts all or any of its shares into larger or smaller number of shares;

(b) Midwest or a Subsidiary of Midwest resolves to reduce its share capital in any way;

For

per

sona

l use

onl

y

59

5

(c) Midwest or a Subsidiary of Midwest:

(i) enters into a buy-back agreement; or

(ii) resolves to approve the terms of a buy-back agreement under section 257C(1) or 257D(1) of the Corporations Act;

(d) Midwest or a Subsidiary of Midwest issues shares or grants an option over its shares, or agrees to make such an issue or grant such an option;

(e) Midwest or a Subsidiary of Midwest issues, or agrees to issue, convertible notes;

(f) Midwest or a Subsidiary of Midwest disposes, or agrees to dispose, of the whole, or a substantial part, of its business or property;

(g) Midwest or a Subsidiary of Midwest charges, or agrees to charge, the whole, or a substantial part, of its business or property;

(h) Midwest or a Subsidiary of Midwest resolves to be wound up;

(i) the appointment of a liquidator or provisional liquidator of Midwest or a Subsidiary of Midwest;

(j) a court makes an order for the winding up of Midwest or a Subsidiary of Midwest;

(k) an administrator of Midwest, or a Subsidiary of Midwest, is appointed under section 436A, 436B or 436C of the Corporations Act;

(l) Midwest or a Subsidiary of Midwest executes a deed of company arrangement; or

(m) a receiver, or a receiver and manager, is appointed in relation to the whole, or a substantial part, of the property of Midwest or a Subsidiary of Midwest.

(6) No Prescribed Occurrences Between Announcement and Service

During the period from the Announcement Date to the day before the Bidder’s Statement is given to Midwest, none of the occurrences referred to in paragraphs 5(a) to 5(m) happen.

(7) Conduct of Midwest’s Business

Between the Announcement Date and the end of the Offer Period, neither Midwest, nor any Subsidiary of Midwest (except in relation to paragraphs 7(a) and 7(b)):

(a) declares, or distributes any dividend, bonus or other share of its profits or assets of Midwest;

(b) makes any changes to its constitution or passes any special resolution or amends the terms of issue of any shares, options or other convertible securities;

(c) gives or agrees to give any third party rights over any of its assets otherwise than in the ordinary course of business;

(d) borrows or agrees to borrow any money (except for working capital borrowing from its bankers in the ordinary course of business);

(e) releases, discharges or modifies any substantial obligation to it of any person, firm or body corporate or agrees to do so;

(f) conducts its business otherwise than in the ordinary course;

For

per

sona

l use

onl

y

60Annexure A (continued)

6

(g) has threatened or commenced against it any material claims or material proceedings in any court or tribunal (including but not limited to, a petition for winding up or an application for appointment of a receiver or receiver and manager); or

(h) executes a deed of company arrangement or passes any resolution for liquidation, or has appointed or becomes susceptible to the appointment of an administrator, a receiver, a receiver and manager or a liquidator, or becomes subject to investigation under the ASIC Act or any corresponding legislation.

(8) No Material Acquisitions, Disposals, etc.

Except for any proposed transaction publicly announced by Midwest before the Announcement Date, none of the following events occur between the Announcement Date and the end of the Offer Period:

(a) Midwest, or any Subsidiary of Midwest, acquires, offers to acquire, agrees to acquire or acquires an interest in property or other assets for an amount or having a market value in aggregate greater than $10,000,000 or makes an announcement in relation to such an acquisition;

(b) Midwest, or any Subsidiary of Midwest, disposes (including by grant of a third party right), offers to dispose, agrees to dispose or disposes of interests in property or other assets (including, without limitation, tenements or other mining interests, iron ore and other minerals (unless permitted under paragraph 8(e))) for an amount or having a market value in aggregate greater than $10,000,000 or makes an announcement in relation to such a disposal;

(c) Midwest or any Subsidiary of Midwest, enters into, offers to enter into or announces that it proposes to enter into any joint venture, partnership or dual listed company structure or makes an announcement in relation to such a commitment;

(d) Midwest, or any Subsidiary of Midwest, incurs or commits to, or grants to another person a right the exercise of which would involve a member of the Midwest Group incurring or committing to any capital expenditure or other liability in respect of one or more related items of greater than $10,000,000 or makes an announcement in relation to such a commitment;

(e) Midwest, or any Subsidiary of Midwest enters into, offers to enter into or announces that it proposes to enter into any form of commitment (including by grant of third party rights) with any party or parties other than Sinosteel or any of its Related Bodies Corporate which would result in the creation of any right or entitlement to acquire iron ore, minerals or ore from Midwest or any Subsidiary of Midwest for a market value of greater than $20,000,000; or

(f) Midwest, or any Subsidiary of Midwest takes or announces that it proposes to take any action that could result in Sinosteel Corporation’s or any of it’s Subsidiaries’, rights under, or interests in, the Sinosteel Joint Venture being terminated, modified or otherwise dealt with in a manner that is not consistent with the Sinosteel Joint Venture or Midwest, or any Subsidiary of Midwest breaches the terms and conditions of the Sinosteel Joint Venture Agreement.

(9) Material Contracts

Between the Announcement Date and the end of the Offer Period, no person exercises or purports to exercise, or states an intention to exercise any right (whether subject to conditions or not) which has or is likely to result in:

(a) any monies borrowed by Midwest or a Subsidiary of Midwest being or becoming repayable or being capable of being declared repayable immediately or earlier than the previous repayment date;

(b) termination or variation of any material agreement with Midwest or a Subsidiary of Midwest or any action being taken or claim arising under such an agreement;

For

per

sona

l use

onl

y

61

7

(c) the interest of Midwest or any Subsidiary of Midwest in any firm, joint venture, trust, corporation or other entity or asset (or any arrangements relating to such interest) being terminated, modified or required to be transferred, disposed of or redeemed; or

(d) the business of Midwest or any Subsidiary of Midwest with any other person being adversely affected, as a result (directly or indirectly) of Sinosteel acquiring or proposing to acquire Midwest Shares.

Definitions

When used in this Annexure A, capitalised terms have the following meanings:

(a) Announcement Date means 14 March 2008;

(b) Chinese Regulatory Authorities means the:

(i) National Development and Reform Commission;

(ii) Ministry of Commerce; and

(iii) State Administration of Foreign Exchange;

(c) Corporations Act means the Corporations Act 2001 (Cth);

(d) Midwest means Midwest Corporation Limited ABN 91 009 224 800;

(e) Midwest Group means Midwest and any Related Body Corporate of Midwest;

(f) Midwest Shares means the ordinary shares in Midwest;

(g) Offer Period means the period during which the Offer will remain open for acceptance;

(h) Public Authority means a government or government department, a governmental, semi-governmental, administrative, statutory or judicial entity, authority or agency, whether in Australia, China or elsewhere, including the Australian Competition and Consumer Commission and including any self-regulatory organisation established under statute or any stock exchange;

(i) Related Body Corporate has the meaning given in section 50 of the Corporations Act;

(j) Sinosteel means Sinosteel Ocean Capital Pty Limited ACN 128 764 063;

(k) Sinosteel Corporation means Sinosteel Corporation, a central enterprise under the administration of the State-Owned Assets Supervision and Administration Commission of the Peoples Republic of China;

(l) Sinosteel Joint Venture means the agreement entered into between Sinosteel and Midwest on 18 October 2005 in respect of the Koolanooka and Weld Range projects; and

(m) Subsidiary has the meaning given in section 9 of the Corporations Act. For

per

sona

l use

onl

y

62Annexure A (continued)

Head Office: Suite 2, 1st Floor 32 Kings Park Road West Perth WA 6005 Australia Post Address: ACN 009 224 800 PO Box 1915 West Perth WA 6872 Australia Ph: +61 8 9226 2033 Fax: +61 8 9226 3388 Email: info@midwestcorp.com.au Web: www.midwestcorp.com.au

1 of 1

14 March 2008

ASX Announcement

MIDWEST ADVISES SHAREHOLDERS TO TAKE NO ACTION ON SINOSTEEL OFFER

Midwest Corporation Limited (“Midwest”) has received an unsolicited offer from Sinosteel Corporation (“Sinosteel”) for all of the shares in Midwest not currently held by Sinosteel.

The Board of Midwest advises its shareholders to TAKE NO ACTION and will provide further advice once it has had an opportunity to consider the Offer.

In an announcement on 20 February 2008 the Midwest Board informed the market it considered a proposal from Sinosteel at $5.60 per share would undervalue the Company and its prospects.

Midwest is an iron-ore producer and explorer in the mid west region of Western Australia with five significant development projects at a time of unprecedented demand and prices for iron ore due to demand for China.

Sinosteel is a state-owned entity and the largest iron ore trading company in the People’s Republic of China.

#

Media contacts:

Cannings (02) 9252 0622 Martin Debelle 0409 911 189

Purple Communications (08) 9485 1254 Warrick Hazeldine 0417 944 616

For

per

sona

l use

onl

y

63

Head Office: Suite 2, 1st Floor 32 Kings Park Road West Perth WA 6005 Australia Post Address: ACN 009 224 800 PO Box 1915 West Perth WA 6872 Australia Ph: +61 8 9226 2033 Fax: +61 8 9226 3388 Email: info@midwestcorp.com.au Web: www.midwestcorp.com.au

28 March 2008

Dear Shareholder,

TAKE NO ACTION ON OPPORTUNISTIC SINOSTEEL OFFER Soon you will receive in the mail documents from Sinosteel Corporation (“Sinosteel”) which has announced an unsolicited takeover offer (“Offer”) for all your shares in Midwest Corporation Limited (“Midwest”). The Midwest Board urges you to TAKE NO ACTION until we have had an opportunity to fully evaluate the Offer and advise shareholders. It is important that you are aware of our concern that the current Offer may not reflect the full value of Midwest’s five high-potential iron ore projects. The Board previously rejected an indicative and incomplete offer from Sinosteel at the same price because it undervalued Midwest’s assets. Since then, iron-ore benchmark prices for Brazilian sourced iron ore have increased between 65% and 71% with Rio and BHP seeking even larger increases. These increases, reflecting the high demand for iron ore particularly in China, appear to have been disregarded in the new Offer. Midwest’s five projects are at different stages but all are producing good results. Our job is to capture for you, our shareholders, the full intrinsic value of our projects including the anticipated resources that have been identified but not yet fully explored. Midwest has a good working relationship with Sinosteel in the exploration Joint Venture at Weld Range. However, their Offer is opportunistically timed before the commencement of intrinsic value negotiations between Sinosteel and Midwest for their JV buy-in option to the Weld Range Hematite Project, which is only one of our five high-potential projects. The Sinosteel offer also appears to disregard the strategic value of our projects. China needs iron ore, and this unsolicited offer shows that the Chinese Government, through its agent Sinosteel, is taking action to secure supplies for the future. Midwest’s five projects are also the ‘Jewel in the Crown’ of West Australia’s Mid West Region. Our quality, size and location will enable us to lead the development of this important new Australian iron ore province. Sinosteel has contributed to date in excess of $30 million to the exploration JV and approximately $215 million in acquiring 19.89 per cent of Midwest stock. Sinosteel recognises the intrinsic value of our assets and should be prepared to pay a premium to control them. We are very confident in our ability to develop our assets and deliver shareholders full value. The Board will only support an offer if the terms fully reflect the intrinsic and strategic value, and potential of all our projects. Your Board urges you to TAKE NO ACTION in relation to the Offer. Yours sincerely,

Jesse Taylor Chairman For further information please contact the Midwest shareholder information line 1300 135 195 (within Australia) or +61 3 9415 4288 (outside Australia).

For

per

sona

l use

onl

y

64

Annexure B Midwest Announcements Since 31 December 2006

Annexure B (continued)

Date Announcement

28/03/2008 Take No Action on Opportunistic Sinosteel Offer

27/03/2008 Further Extension of Road Haulage Permit

19/03/2008 Appointment of Joint Company Secretary

14/03/2008 Takeover Bid from Sinosteel – S/holders to Take No Action

14/03/2008 Sinosteel Announces Off-Market Takeover Offer A$5.60p/s

13/03/2008 Media Comment

13/03/2008 BYL: Brierty Secures Midwest Contract

12/03/2008 AJM Iron Ore Steel Forecast Conference Presentation

11/03/2008 Tilley Siding Progress

27/02/2008 Share Option Incentive Plans

21/02/2008 Railway Appeal and road Haulage extension

21/02/2008 Change in substantial holding

20/02/2008 Change in Board Positions

20/02/2008 Announcement Sinosteel Bid

15/02/2008 Appendix 3B and 3Y and s708A notice

13/02/2008 Listing Rule 3.4.2 Announcement

07/02/2008 MMX: Midwest – Listing Rule 3.3 Notice

05/02/2008 Outlook 2008 Revised Copy

05/02/2008 Operational Outlook 2008

05/02/2008 MMX Offer Lapses

05/02/2008 MMX: Closure of Midwest Offer

31/01/2008 December 2007 Quarterly Report and App5B

29/01/2008 Jack Hills Ore Testing

29/01/2008 Weld Range Resource Update

29/01/2008 Becoming a substantial holder

29/01/2008 Change in substantial holding

29/01/2008 Becoming a substantial holder

25/01/2008 Sinosteel Share Purchase

23/01/2008 MM Extension of Offer Period

21/01/2008 Section 708A Notice

Date Announcement

18/01/2008 Appendix 3B and 3Y

18/01/2008 Update Weld Range Accelerated Drilling Program

18/01/2008 Resignation of Joint Company Secretary

15/01/2008 s708A Notice

14/01/2008 Change of Director’s Interest Notice

14/01/2008 Appendix 3B

14/01/2008 Update on Bids

21/12/2007 Extension for Road Haulage

20/12/2007 Change of Interests of Substantial Holder from MMX

19/12/2007 Ceasing to be a substantial holder (amended)

19/12/2007 Significant Results from Robinson Range DSO Project

19/12/2007 Shareholder Takeover Update

17/12/2007 MMX: Notice of Extension of Offer

17/12/2007 Response to ASX Query re Discussions with Interested Parties

17/12/2007 TOV: Takeovers Panel decision re Midwest Corporation

13/12/2007 Resource Statement Jack Hills

11/12/2007 MMX: Third Supplementary Bidder’s Statement

10/12/2007 MMX: Murchison Notes Midwest Announcement

07/12/2007 Response to ASX Share Price Query

07/12/2007 Midwest in Discussions with Sinosteel

07/12/2007 Ceasing to be a substantial holder

07/12/2007 Trading Halt

07/12/2007 GBG: Market Speculation – Gindalbie and Midwest Corporation

07/12/2007 FMG: Media clarification

06/12/2007 Discussions with Interested Parties

06/12/2007 HHM: Upcoming drill programs at the Weld Range Iron Ore Project

04/12/2007 Accelerated Drilling Program at Weld Range

For

per

sona

l use

onl

y

65

Date Announcement

03/12/2007 Appendix 3B and s708A Notice

03/12/2007 Change of Director’s Interest Notice

30/11/2007 Shareholder Update – MMX Takeover

30/11/2007 Extension of Midwest Offer

27/11/2007 Second Supplementary Bidder’s Statement

27/11/2007 Brief Update Murchison Disclosure

23/11/2007 Appendix 3B and s708A notice

21/11/2007 MMX: Timing for Response to MIS Target’s Statement

19/11/2007 MMX: Response to Midwest’s Target Statement

19/11/2007 Press Release on Target’s Statement

19/11/2007 Target’s Statement

19/11/2007 Change of Director’s Interest Notice

14/11/2007 Weld range Drilling Update

09/11/2007 Takeover Panel Application

09/11/2007 Takeover Panel Application from Midwest Corporation

09/11/2007 Letter to 2006 Options Holders

07/11/2007 Chairmans Letter to Shareholders

06/11/2007 MMX: Despatch of Bidder’s Statement

01/11/2007 MMX: Murchison Response to Midwest Broker Presentation

01/11/2007 MMX: Supplementary Bidder’s Statement

01/11/2007 Broker Presentation

01/11/2007 Road to Rail Further Update

31/10/2007 September quarterly Report and Appendix 5B

30/10/2007 Letter to MIS Options Holders

25/10/2007 Government Strategic Review

24/10/2007 MMX: Section 633 Notice

24/10/2007 Update to Shareholders on Murchison Offer

23/10/2007 Tilley Siding EPA Recommendation

19/10/2007 Notice of initial substantial holder from MMX

19/10/2007 Appendix 3b and S708A Notice

Date Announcement

19/10/2007 MMX: Bidder’s Statement

19/10/2007 MMX: Letter to Midwest Shareholders

17/10/2007 Road to Rail Update

16/10/2007 Letter to Shareholders – Murchison’s Offer

15/10/2007 MMX: Murchison Offers Higher Price for Midwest

12/10/2007 MMX Bid – MIS Lead Advisor

11/10/2007 Appendix 3B and s708a Notice

11/10/2007 MMX Bid for MIS

10/10/2007 Response to MMX offer

10/10/2007 MMX: Presentation – Murchison offer for Midwest

10/10/2007 MMX: Takeover Offer for Midwest Corporation

09/10/2007 MMX: Response to Government decision on Infrastructure

28/09/2007 Change of Director’s Interest Notice

27/09/2007 Extension Of Time for Road Haulage

27/09/2007 Response to Ministerial Statement

26/09/2007 Road to Rail Update

26/09/2007 Appendix 3B

24/09/2007 Change of Director’s Interest Notice

24/09/2007 Midwest Yilgarn Presentation

24/09/2007 Foundation Customer For Yilgarn Infrastructure

13/09/2007 Change in substantial holding

13/09/2007 Change in substantial holding

13/09/2007 Press release Half Year Results

13/09/2007 Half Yearly Report and Accounts

06/09/2007 SandP Announces September SP/ASX Index Rebalance

04/09/2007 Updated Resources Weld Range

30/08/2007 Section 708A Notice

30/08/2007 Drill Results Blue Hills

28/08/2007 Completion Of Rights Issue

27/08/2007 Change of Director’s Interest Notice

24/08/2007 Change of Director’s Interest Notice

23/08/2007 Rights Issue Closure

For

per

sona

l use

onl

y

66

Date Announcement

20/08/2007 Change of Director’s Interest Notice

20/08/2007 Welcomes Chinese Infrastructure Investment

01/08/2007 Rights Issue Offer Document and s708AA Notice

31/07/2007 June quarter Exploration Report and Cash Flow

30/07/2007 Sinosteel Sales Agreement

19/07/2007 Letter to Shareholders Pro Rata Offer

19/07/2007 Announcement on State Agreement

18/07/2007 Appendix 3Y times 3

18/07/2007 Appendix 3B and s708A notice

17/07/2007 Investor Presentation

11/07/2007 Appendix 3B s708a Notice Appendix 3Y x 2

10/07/2007 Rights Issue Timetable Update

29/06/2007 Appendix 3B and Change of Director’s Interest Notice

29/06/2007 Letter to Optionholders

25/06/2007 Issue of Options under Employee Option Plan

21/06/2007 Response to ASX query re: Share Price

20/06/2007 Ceasing to be a substantial holder

20/06/2007 Ceasing to be a substantial holder

20/06/2007 Appendix 3B

04/06/2007 Midwest Infrastructure Agreement Yilgarn Infrastructure Ltd

31/05/2007 Results of AGM

31/05/2007 CEO Presentation to AGM

29/05/2007 Update on Reserves and Resources

28/05/2007 Appendix 3B and s708a Notice

25/05/2007 Becoming a substantial holder

21/05/2007 Appendix 3B/Section 708A Notice

21/05/2007 Delivery Of Rail Wagons

14/05/2007 Correction to s708A notice

14/05/2007 Appendix 3B/Section 708A Notice

08/05/2007 Appendix 3B & s708A Notice

07/05/2007 Capital Raising and End of Trading Halt

Date Announcement

02/05/2007 Trading Halt

30/04/2007 First quarter Activities & Cashflow Report

26/04/2007 Annual Report

26/04/2007 Notice of Annual General Meeting

23/04/2007 Scoping Study Weld Range

17/04/2007 Issue and Cancellation of Options – Appendix 3B

13/04/2007 Appendix 3B & s708A Notice

12/04/2007 Appointment of Joint Company Secretary

10/04/2007 Ceasing to be a substantial holder

04/04/2007 Becoming a substantial holder

02/04/2007 Response to ASX Appendix 3Y query

02/04/2007 Appendix 3B & S708A Notice

02/04/2007 Press Release on Financial Report December 2006

02/04/2007 Audited Financial Statements December 2006

27/03/2007 Change of Director’s Interest Notice

23/03/2007 Change in substantial holding

22/03/2007 Future Funding Requirements

08/03/2007 Employee Option Plan Pricing

08/03/2007 Updated Investor Presentation

01/03/2007 Change in substantial holding

20/02/2007 Investor Presentation 20 February 2007

19/02/2007 Senior Management Appointment

14/02/2007 Interim Drill Results – Jack Hills DSO Project

06/02/2007 Response to ASX query re announcement dated 31/01/07

31/01/2007 Response to ASX query re: Share Price

31/01/2007 Transition to rail scheduled for end of September 2007

31/01/2007 Fourth quarter Activities and Cashflow Report

02/01/2007 Issue of Employee Options

For

per

sona

l use

onl

y

67

Annexure C Consideration Provided for Midwest Shares During Previous Four Months

Date Number Total amount Share price

15/11/07 70,000 $337,941.85 $4.83

16/11/07 296,037 $1,438,950.03 $4.86

19/11/07 237,000 $1,152,894.20 $4.86

20/11/07 1,596,234 $7,672,383.66 $4.81

20/11/07 700 $3,448.37 $4.93

21/11/07 1,550,000 $7,525,752.62 $4.86

23/11/07 260,029 $1,069,658.43 $4.11

26/11/07 182,210 $781,465.20 $4.29

27/11/07 217,790 $904,575.19 $4.15

28/11/07 190,000 $794,387.71 $4.18

29/11/07 580,016 $2,343,988.06 $4.04

30/11/07 285,000 $1,081,220.44 $3.79

07/01/08 230,173 $1,128,743.04 $4.90

08/01/08 629,765 $3,072,902.55 $4.88

09/01/08 1,400,000 $6,980,203.75 $4.99

10/01/08 236,000 $1,178,470.16 $4.99

11/01/08 469,046 $2,347,652.25 $5.01

14/01/08 70,000 $344,698.95 $4.92

16/01/08 50,000 $244,984.88 $4.90

16/01/08 70,000 $341,527.42 $4.88

24/01/08 15,003,826 $79,520,277.80 $5.30

25/01/08 265,907 $1,329,535.00 $5.00

25/01/08 70,000 $351,400.00 $5.02

25/01/08 901,502 $4,543,570.08 $5.04

25/01/08 904,161 $4,566,013.05 $5.05

25/01/08 111,500 $564,190.00 $5.06

25/01/08 107,065 $548,172.80 $5.12

25/01/08 57,028 $292,553.64 $5.13

25/01/08 4,911 $25,242.54 $5.14

25/01/08 12,636 $65,075.40 $5.15

25/01/08 35,000 $180,600.00 $5.16

25/01/08 28,099 $145,271.83 $5.17

25/01/08 45,585 $236,130.30 $5.18

25/01/08 31,880 $165,457.20 $5.19

25/01/08 1,078,130 $5,606,276.00 $5.20

25/01/08 19,200 $100,032.00 $5.21

For

per

sona

l use

onl

y

68

Date Number Total amount Share price

25/01/08 168,321 $878,635.62 $5.22

25/01/08 108,805 $569,050.15 $5.23

25/01/08 204,034 $1,069,138.16 $5.24

25/01/08 76,970 $404,092.50 $5.25

25/01/08 35,000 $184,100.00 $5.26

25/01/08 10,000 $52,700.00 $5.27

25/01/08 268,651 $1,418,477.28 $5.28

25/01/08 198,680 $1,051,017.20 $5.29

25/01/08 11,417,892 $60,514,827.60 $5.30

31/01/08 138,100 $667,793.60 $4.84

01/02/08 200,000 $995,813.91 $4.98

04/02/08 150,000 $751,469.55 $5.01

05/02/08 207,000 $1,025,426.46 $4.95

06/02/08 271,000 $1,306,573.38 $4.82

07/02/08 190,000 $910,835.49 $4.79

08/02/08 227,000 $1,088,194.42 $4.79

11/02/08 56,000 $269,429.72 $4.81

12/02/08 188,000 $909,279.86 $4.84

13/02/08 158,100 $765,288.74 $4.84

14/02/08 132,000 $647,849.66 $4.91

15/02/08 3,200 $15,327.82 $4.79

18/02/08 211,300 $1,055,067.60 $4.99

19/02/08 451,817 $2,331,121.80 $5.16

[ ] [ ] [ ] [ ]

For

per

sona

l use

onl

y

ACCEPTANCE AND TRANSFER FORMin respect of the Offer by Sinosteel Ocean Capital Pty Ltd ACN 128 764 063 (“Sinosteel”), a wholly owned subsidiary of Sinosteel Corporation, to acquire all of your Shares in Midwest Corporation Limited ABN 91 009 224 800 (“Midwest”).

THIS IS AN IMPORTANT DOCUMENT AND REQUIRES YOUR IMMEDIATE ATTENTION IF YOU ARE IN ANY DOUBT AS TO HOW TO DEAL WITH THIS DOCUMENT PLEASE CONSULT

YOUR FINANCIAL, LEGAL OR OTHER PROFESSIONAL ADVISER IMMEDIATELY

STEP 1 – Check your details below (see over if incorrect)

Number of Midwest Shares you hold as at 31 March 2008

HIN/SRN

Subregister

Cash consideration payable to you at $5.60 per Share (less the amount or value of any Rights) calculated on the number Midwest Shares set out above

Use this Acceptance Form to accept the Offer by Sinosteel for your Midwest Shares on the terms set out in the Bidder’s Statement. You should read the Bidder’s Statement which accompanies this Acceptance Form. Capitalised terms used in this Acceptance Form have the same meaning as in the Bidder’s Statement unless otherwise defined. By accepting the Offer, you are accepting for ALL of your Midwest Shares (even if different to the number of Shares stated above). You cannot accept for only part of your Midwest Shares.

If you need help completing this Acceptance Form, please contact the Sinosteel Offer Information Line on (toll free) 1800 135 831 (within Australia) or +61 2 8268 3679 (outside Australia), which is available Monday to Friday during business hours.

STEP 2 – For Issuer Sponsored Holdings onlyIf your Midwest Shares are held on the Issuer Sponsored Subregister (see “Subregister” above) or if at the time of your acceptance you are entitled to be (but are not yet) registered as the holder of your Midwest Shares, to accept the Offer you must sign below and return this form.

OFFER CONSIDERATION

$5.60 Cash for each Midwest Share

STEP 3 – For CHESS Holdings onlyIf your Midwest Shares are held on the CHESS Subregister (see “Subregister” above) to accept the Offer you can either:

Contact your Controlling Participant – normally your Broker – •and instruct them to accept the Offer on your behalf (If you do that, you do not need to complete and return this Acceptance Form);

OR

If you want Sinosteel to contact your Controlling Participant •on your behalf, write their details here and sign and return this form. By providing these details & signing this form you authorise Sinosteel to instruct your Controlling Participant to initiate acceptance of the Offer in accordance with the ASTC Settlement Rules.

BROkER DETAIlS (CHESS HOlDINgS ONly)

Your Broker’s Name:

Your Broker’s Address:

Your Broker’s Telephone Number:

STEP 4 – Sign as indicated below I/We, the securityholder(s) named above, being the holder(s) of Midwest Shares:

(1) ACCEPT the Offer in respect of ALL of my/our Midwest Shares;

(2) AGREE TO TRANSFER my/our Midwest Shares to Sinosteel for the consideration specified in the Offer, and in accordance with the terms of the Offer;

(3) AUTHORISE, Sinosteel, its officers and agents to correct any errors in or omissions from this Acceptance Form to make it an effective acceptance of the Offer and enable registration of the transfer of the Midwest Shares to Sinosteel; and

(4) AGREE to be bound by the terms of the Offer.

Please refer overleaf for further instructions on how to complete this form

If this form is signed under power of attorney, the attorney declares that they have no notice of the revocation of the power of attorney. The attorney must return a certified copy of the power of attorney with this Acceptance Form.

Individual or Securityholder 1 Securityholder 2 Securityholder 3

Sole Director and Sole Company Secretary Director Director/Company Secretary (delete one)

Please enter your telephone number where you may be contacted during business hours

Dated: / /2008 Telephone number:

Your acceptance must be received BEFORE the Offer Period ends. If the Acceptance Form is sent by mail, you may use the enclosed reply paid envelope.

For

per

sona

l use

onl

y

How to complete this Acceptance Form and ACCEPT the Offer

1. your Name & Address detailsYour pre-printed name and address is as it appears on this form and the share register of Midwest. If you have an are Issuer Sponsored Holding and this information is incorrect, please make the correction on this form and initial the correction. Security holders sponsored by a Broker with a CHESS Holding should advise their Broker of any changes.

2. Issuer Sponsored Holdings (as indicated by “Issuer Sponsored” appearing next to “Subregister” on this Acceptance Form)

If your Midwest Shares are in an Issuer Sponsored Holding, or if you are not yet registered as the holder of your Midwest Shares, then to accept the Offer, you must fill out this Acceptance Form overleaf and return it to one of the addresses shown below.

3. CHESS Holdings(as indicated by “CHESS” appearing next to “Subregister” on this Acceptance Form)

If your Midwest Shares are in a CHESS Holding, you do not need to complete and return this Acceptance Form to accept the Offer. You can contact your Controlling Participant, normally your Broker, and instruct them to accept the Offer on your behalf. If you decide to use this Acceptance Form, follow the instructions below.

It is the responsibility of the eligible security holder to allow sufficient time for their Controlling Participant to initiate acceptance on their behalf in accordance with ASTC Settlement Rule 14.14. You must ensure that this form is received by your Controlling Participant in sufficient time before the end of the Offer Period to enable your Controlling Participant to effect acceptance on CHESS during business hours.

If your holding is CHESS sponsored and you send your Acceptance Form to Registries Limited, we will send the relevant acceptance message to CHESS for forwarding to your Controlling Participant for acknowledgement. Neither Sinosteel nor Registries Limited will be responsible for any delays incurred by this process.

4. Signature(s)You must sign the form as follows in the space provided overleaf:

Joint Holding: Where the securityholding is in more than one name all of the Midwest Shareholders must sign.

Deceased Estate: All executors must sign and, if not already noted by the Midwest registry, attach a certified copy of probate, letters of administration or grant accompanied (where required by law for the purpose of the transfer) by a certificate of payment of death or succession duties and (if necessary) a statement in terms of section 1071B(9)(b)(iii) of the Corporations Act.

Power of Attorney:

To sign under power of attorney, you must attach a certified copy of the power of attorney to this form when you return it. By signing this form under a power of attorney, you will have declared that you have no notice of revocation of the power and are able to further delegate power under it under the Bidder’s Statement.

Companies: This form must be signed by either 2 directors or a director and a company secretary. Alternatively, where the company has a sole director and, pursuant to the Corporations Act, there is no company secretary, or where the sole director is also the sole company secretary, that director may sign alone. Delete titles as applicable.

Additional Notes1. Sold all your Midwest Shares? – if you have sold all of your Midwest Shares, please send this form and your Bidder’s Statement to

the stockbroker who acted on your behalf.

2. Recently bought or sold Midwest Shares? – if you have recently bought or sold any Midwest Shares, your holding may differ from that shown on the front of this form. If so, please alter the number of Midwest Shares shown as your registered holding on the front of this form to the number of Midwest Shares you now hold (including any Midwest Shares of which you are entitled to become registered as holder), initial the alteration and indicate the name of the stockbroker who acted for you.

Information you supply on this Acceptance Form will be used by Sinosteel, and Registries Limited for the primary purpose of processing your acceptance of the Offer and to provide you with the consideration payable under the Offer. This information may be disclosed to Sinosteel Corporation and Sinosteel’s professional advisers, securities brokers, printing and mailing providers and other third parties in connection with the Offer. If you do not supply this information, your acceptance may not be processed and you may not receive the consideration payable. You may have rights to access the personal information you have supplied. Please see Registries Limited’s privacy policy on its website www.registries.com.au.

If you fill out and return this Acceptance Form by post, it will be deemed to be received in time if the envelope in which it is sent is post-marked before the end of the Offer Period. If you deliver this Acceptance Form in person, it must be received at the delivery address shown below before the end of the Offer Period.

Postal addressRegistries Limited Sinosteel/Midwest Takeover Offer Reply Paid 67 Royal Exchange NSW 1224

Delivery in personRegistries Limited Sinosteel/Midwest Takeover Offer Level 7, 207 Kent Street SYDNEY NSW 2000

Fax1300 653 459 (from within Australia)

+61 2 9279 0664 (from outside Australia)

If the Acceptance Form is sent by mail, you may also use the enclosed reply paid envelope.

For

per

sona

l use

onl

y

Corporate Directory

pre

cinc

t.co

m.a

u

Sinosteel Corporation Sinosteel Ocean Capital Pty Ltd ACN 128 764 063

8 Haidian Street Level 2Sinosteel Plaza 32 Kings Park RoadBeijing West Perth WA 6000The People’s Republic of China

President DirectorMr Tianwen Huang Mr Sijun Cheng

Financial AdviserJ.P. Morgan Australia LimitedABN 52 002 888 001Level 32, Grosvenor Place225 George StreetSydney NSW 2000

Legal AdviserDeacons Level 39 Bankwest Tower108 St Georges TcePerth WA 6000

Share RegistrarRegistries LimitedLevel 7207 Kent StreetSydney NSW 2000Tel: 1300 737 760Fax: 1300 653 459

For

per

sona

l use

onl

y

For

per

sona

l use

onl

y