OM HOLDINGS LIMITED (ARBN 081 028 337)

#08 – 08, Parkway Parade 80 Marine Parade Road, 449269 Singapore

Tel: 65-6346 5515 Fax: 65-6342 2242 Email address: om@ommaterials.com

Website: www.omholdingsltd.com ASX Code: OMH

1

No. of Pages Lodged: 7 Covering letter 14 ASX Appendix 4E – Preliminary Final Report

24 February 2015

ASX Market Announcements ASX Limited 4

th Floor

20 Bridge Street SYDNEY NSW 2000

Dear Sir/Madam The Board of OM Holdings Limited (“OMH”, or the “Company”, and together with its subsidiaries, the “Group”) is pleased to report a 26% increase in revenue for the financial year ended 31 December 2014 from A$423.7 million to A$532.7 million.

HIGHLIGHTS

• 2014 revenue of A$532.7 million, representing a 26% increase on 2013, underpinned by higher tonnages of ores and alloys traded

• Excluding impairment charges, the Group achieved a positive operating cash EBITDA of A$4.4 million

1

• Gross profit margin declined from 8.1% in 2013 to 6.8% in 2014 in line with the weaker ore and alloy prices

• Production and shipments of Bootu Creek ore in 2014 were 890,337 (2013: 826,599) tonnes and 963,151 (2013: 758,600) tonnes respectively

• Bootu Creek’s 2014 cash operating costs were A$4.12/dmtu (FOB Darwin) (2013: A$4.56/dmtu)

• Sales of 84,774 tonnes of High Carbon Ferro Manganese in 2014 (2013: 84,339 tonnes) on a production volume of 85,839 tonnes (2013: 94,118 tonnes)

• 2,699,502 tonnes of ores (2013: 1,704,539 tonnes) and 91,731 tonnes of alloys (2013: 92,232 tonnes) were transacted during 2014

• Progress payments associated with the construction activities of OM Sarawak is the main contributor to the increase in property, plant and equipment to A$532.1 million

• Cash reserves of A$64.9 million as at 31 December 2014

1 Please see note on page 6 for further information.

2

OM HOLDINGS LIMITED – GROUP KEY FINANCIAL RESULTS

(1) Adjusted EBITDA is defined as operating profit before depreciation and amortisation, impairment write-back/expense, non-cash inventory write-downs, deferring stripping, and other non-cash items. Adjusted EBITDA is not a uniformly defined measure and other companies in the mining industry may calculate this measure differently. Consequently, the Group’s presentation of Adjusted EBITDA may not be readily comparable to other companies’ figures.

(2) The non-cash component of the impairment recorded in 2013 was A$26.9 million, while the cash component was

A$0.8 million. (3) Inclusive of depreciation and amortisation charges recorded through cost of sales.

KEY DRIVERS

(Tonnes)

Year Ended

31 Dec 2014

Year Ended

31 Dec 2013

Variance

%

Sales volumes of Ores

(Manganese, Chrome and Iron Ore)

2,699,502 1,704,539 58

Sales volumes of Alloys 91,731 92,232 (1)

FINANCIAL RESULTS

Total sales 532.7 423.7 26

Gross profit 36.1 34.4 5

Gross profit margin (%) 6.8 8.1

Other income 3.6 1.2 200

Distribution costs (27.1) (17.1) 58

Administrative & other operating expenses (32.0) (31.3) 2

Impairment charge (4.5) (27.7) (84)

Finance costs (17.3) (9.4) 84

Share of results of associates 6.2 1.7 265

Loss before income tax (35.0) (48.2) (27)

Income tax (25.4) (0.9) N.M

Loss for the year (60.4) (49.1) 23

Non-controlling interests (2.2) 0.1 N.M

Loss after tax attributable to owners of the

Company (62.6) (49.0) 28

OPERATING RESULTS ADJUSTED FOR NON-

CASH ITEMS

Net loss after tax (60.4) (49.1)

Adjust for non-cash items:

Inventory write-down (reversal)/write-down, net (0.5) 0.6

Share based option transactions - 0.8

Impairment charge(2)

4.5 26.9

Fair value gain (2.2) -

Depreciation/amortisation(3)

20.6 18.0

Finance costs (net of income) 17.0 8.8

Income tax expenses 25.4 0.9

Adjusted EBITDA(1)

4.4 6.9

3

FINANCIAL ANALYSIS The Group achieved revenue of A$532.7 million in 2014, representing a 26% increase from the A$423.7 million recorded in 2013, predominantly on higher manganese ore volumes from the Group’s wholly-owned Bootu Creek Manganese Mine and other third party ores (including ores from the Tshipi Borwa Mine). Ferrosilicon alloy produced by the Group’s 80% owned smelter in Sarawak also made its first contribution with 787 tonnes of sales made. Despite increased sales volume, the challenging market environment and depressed prices of manganese ores and ferro-manganese alloys continued to impact gross profit margins. As an indication, the index ore prices (44%Mn published by Metal Bulletin) was on a gradual decline from US$5.11/dmtu CIF China at the beginning of the year to a low of US$4.30/dmtu CIF China during the year. Distribution costs and finance costs increased in 2014 in line with higher sales volume and revenue. In March 2014, the Group refinanced various term loans with a non-amortising debt facility of US$60 million. These non-amortising term loans were more expensive, resulting in higher finance charges for 2014. The Group’s associated companies - 13% effective interest in Tshipi é Ntle Manganese Mining (Pty) Ltd (“Tshipi”), the owner of the Tshipi Borwa Mine and a 33.3% interest in OM Tshipi Pte Ltd, a Singapore-based marketing vehicle, contributed A$6.2 million to the Group. The Group recorded tax expenses of A$25.4 million in 2014 against A$0.9 million in 2013. Included in the tax expense in 2014 is the de-recognition of deferred tax assets (relating primarily to prior years’ tax losses incurred by OM (Manganese) Ltd (“OMM”)) of A$22.1 million. This will not impact the Group’s ability to utilise these tax losses in future financial periods. Results Contributions The contributions from the OMH Group business segments were as follows:

A$ million

Year ended 31 Dec 2014

Year ended 31 Dec 2013

Revenue* Contribution Revenue* Contribution Mining 145.8 (24.5) 116.1 (31.2) Smelting 104.8 3.7 156.6 (0.3) Marketing, logistics and trading 472.1 0.2 375.1 14.4 Other 5.5 (3.5) 2.7 (24.1) Net loss before finance costs (24.1) (41.1) Finance costs (net of income) (17.0) (8.8) Share of results of associates 6.2 1.7 Loss before tax ** (35.0) (48.2)

* revenue contribution from segments is subsequently adjusted for intercompany sales on consolidation ** numbers may not add due to rounding

4

Mining This category includes the contribution from the Bootu Creek Manganese Mine. The Bootu Creek Manganese Mine (100% owned and operated by OMM) produced 890,337 tonnes grading 35.84% Mn in 2014 compared to 826,599 tonnes grading 35.02% Mn in 2013. Annual shipments were 963,151 dry tonnes in 2014 compared to 758,600 dry tonnes in 2013. Revenue for Bootu Creek in 2014 amounted to A$145.8 million compared to A$116.1 million for 2013, a direct result of increased tonnages shipped but impacted by the lower realised prices. As part of the mine’s operating strategy to respond to the current low price environment, various cost saving measures were implemented, and consequently, the cash operating cost improved to A$4.12/dmtu in 2014 as compared to A$4.56/dmtu in 2013. Smelting

This business segment currently covers the operations of the Qinzhou manganese sinter plant and alloy smelter operated by OM Materials (Qinzhou) Co Ltd (“OMQ”), as well as OM Materials (Sarawak) Sdn Bhd (“OM Sarawak”), which is currently ramping up its production while construction of the remaining workshops is still ongoing. The smelting operations in OMQ recorded revenue of A$104.8 million for 2014 against A$156.6 million in 2013 with record sales of 84,774 tonnes of ferro-manganese alloy in 2014 (2013: 84,339 tonnes). The decline in revenue was due to the weak ferro-manganese alloy prices, and as previously disclosed, the cessation of manganese sinter ore sales to third parties. Amidst the challenging ferro-manganese alloy market, OMQ ceased alloy production temporarily for furnace relining and maintenance from November 2014. Marketing, logistics and trading Revenue from the Group’s trading operations increased by 26% from A$375.1 million in 2013 to A$472.1 million in 2014, primarily due to higher volume of manganese ores traded in 2014. Overall trading margin was however impacted by the weaker realised prices. Other

This segment includes the corporate activities of OMH as well as the engineering, design and technical marketing services of OM Hujin Science and Trade (Shanghai) Co Ltd (“OMA”).

The revenue recognised in this segment relates to engineering and design fees earned by OMA for the Malaysian smelters. The loss in this segment was mainly the result of a non-cash impairment charge amounting to A$4.0 million on the Company’s investments.

5

FINANCIAL POSITION The Group’s property, plant and equipment increased from A$324.8 million as at 31 December 2013 to A$532.1 million as at 31 December 2014 as progress payments associated with the construction and procurement activities at OM Sarawak continued to be made during the year. Funds were drawn from the project finance loan facility for these payments. The Group’s consolidated cash position was $64.9 million (including cash collateral of A$26.1 million) as at 31 December 2014 as compared to A$67.3 million (including cash collateral of A$31.3 million) as at 31 December 2013. Receivables (including trade and other receivables and prepayments) decreased to A$41.0 million as at 31 December 2014 from A$127.1 million as at 31 December 2013, mainly from the significant reduction of bills receivables due to the temporary cessation of operations at OMQ. Concerted efforts were made to reduce credit terms extended to customers across all business groups. Inventories increased to A$166.5 million as at 31 December 2014 from A$119.7 million in 2013. A portion of the unconsumed power costs from OM Sarawak has been included as inventories in 2014. Available for sale financial assets as at 31 December 2014 totalled A$2.7 million (31 Dec 2013: A$11.7 million) and comprised the following holdings: (a) 11% of Northern Iron Limited's (ASX: NFE) ordinary shares valued at A$1.8 million based upon a market price of A$0.034 per share as at 31 December 2014; and (b) 4% of Shaw River Manganese Limited's (ASX: SRR) shares valued at A$0.9 million based upon a market price of A$0.026 per share as at 31 December 2014. These above investments were marked to market based upon the closing share prices on the ASX as at the financial period end date. Deferred tax assets arising mainly from tax losses incurred by OMM in prior years have been de-recognised and has been charged into tax expense in 2014. The Group’s total borrowings increased to A$482.0 million in 2014 from A$326.9 million in 2013, mainly as a result of the draw down on the project finance loan since July 2013. These funds were used to finance the construction of the ferrosilicon smelter owned by OM Sarawak. The amount drawn down as at 31 December 2014 was A$283.6 million. Reserves decreased to A$172.8 million in 2014 from A$241.5 million in 2013. This was mainly due to the Group’s 80% share of a fair valuation adjustment of A$17.0 million on cash flow hedges entered into by OM Sarawak (as required under the project finance loan), and the net loss incurred by the Group in 2014. Capital Structure As at 31 December 2014, the Company had 733,423,337 ordinary shares, 25,000,000 convertible notes and 31,200,000 unlisted warrants on issue. No dividend has been declared during the year.

Yours faithfully OM HOLDINGS LIMITED

Heng Siow Kwee/Julie WolseleyCompany Secretary Important note from page 1 Earnings before interest, taxation, depreciation and amortisation (ie ‘EBITDA’) and earnings before interest and tax (ie 'EBIT') are non-IFRS profit measures based on statutory net profit after tax adjusted for significant items and changes in the fair value of financial instruments. The Company believes that such measures provide a better understanding of its financial performance and between financial periods. The Company believes that EBITDA and EBIT are useful measures as they remove significant items that are material items of revenue or expense that are unrelated to thbusinesses thereby facilitating a more representative comparison of financial performance between financial periods. In addition, these profit measures also remove changes in the fair value of financial insstatement of comprehensive income to remove the volatility caused by such changes. While the Company's EBITDA and EBIT results are presented in this announcement having regard to the presentation requirements contained in Austratitled 'Disclosing non-IFRS financial information' (issued in December 2011) investors are cautioned against placing undue reliance on such measures as they not necessarily presented uniformly particular industry or generally.

Heng Siow Kwee/Julie Wolseley

Important note from page 1

Earnings before interest, taxation, depreciation and amortisation (ie ‘EBITDA’) and earnings before interest and tax IFRS profit measures based on statutory net profit after tax adjusted for significant items and

changes in the fair value of financial instruments. The Company believes that such measures provide a better understanding of its financial performance and allows for a more relevant comparison of financial performance

The Company believes that EBITDA and EBIT are useful measures as they remove significant items that are material items of revenue or expense that are unrelated to the underlying performance of the Company's various businesses thereby facilitating a more representative comparison of financial performance between financial periods. In addition, these profit measures also remove changes in the fair value of financial instruments recognised in the statement of comprehensive income to remove the volatility caused by such changes.

While the Company's EBITDA and EBIT results are presented in this announcement having regard to the presentation requirements contained in Australian Securities and Investment Commission Regulatory Guide 230

IFRS financial information' (issued in December 2011) investors are cautioned against placing undue reliance on such measures as they not necessarily presented uniformly across the various listed entities in a

6

Earnings before interest, taxation, depreciation and amortisation (ie ‘EBITDA’) and earnings before interest and tax IFRS profit measures based on statutory net profit after tax adjusted for significant items and

changes in the fair value of financial instruments. The Company believes that such measures provide a better allows for a more relevant comparison of financial performance

The Company believes that EBITDA and EBIT are useful measures as they remove significant items that are e underlying performance of the Company's various

businesses thereby facilitating a more representative comparison of financial performance between financial periods. truments recognised in the

While the Company's EBITDA and EBIT results are presented in this announcement having regard to the lian Securities and Investment Commission Regulatory Guide 230

IFRS financial information' (issued in December 2011) investors are cautioned against placing across the various listed entities in a

7

BACKGROUND INFORMATION ON OM HOLDINGS LIMITED

OMH Holdings Limited (OMH) was listed on the ASX in March 1998 and has its foundations in metals trading – incorporating the sourcing and distribution of manganese ore products. OMH is involved in mining manganese product in Australia and South Africa and is constructing a smelter in Sarawak, Malaysia to produce ferrosilicon and ferro-manganese intermediate products. The smelter project is owned 80% by OMH.

The first phase of the Sarawak smelter project commenced production in September 2014 and will ramp up to full commercial production by the end of 2015. When completed the ferrosilicon production facility’s capacity of 308,000 tonnes per annum will make it one of the largest ferrosilicon smelters globally. OMH, through a wholly owned subsidiary, owns the Bootu Creek manganese mine in the Northern Territory. This mine has the capacity to produce up to 1,000,000 tonnes of manganese product per annum. OMH also owns a 26% investment in Ntsimbintle Mining (Proprietary) Ltd, which, in turn owns 50.1% interest in the world class Tshipi Borwa (“Tshipi”) manganese mine in South Africa. This mine has the capacity to produce up to 2,400,000 tonnes of manganese product per annum when the permanent processing plant is completed. The manganese products of Bootu Creek, and those from Tshipi, are exclusively marketed through the OMH’s trading division and OM Tshipi Pte Ltd (33.33% owned) respectively. Through all these activities OMH has established itself as a significant manganese supplier to the Chinese market.

1

OM HOLDINGS LIMITED

A.R.B.N 081 028 337

Appendix 4E

Preliminary Final Report

For the year ended 31 December, 2014

(previous corresponding period being the year ended 31 December, 2013)

2

OM Holdings Limited and Controlled Entities Preliminary Final Report

APPENDIX 4E

Results for Announcement to the Market OM Holdings Limited

For the year ended 31 December 2014

Name of Entity: OM Holdings Limited ARBN: 081 028 337

1. Details of the current and prior

reporting period

Current Period: 1 Jan 2014 to 31 Dec 2014 Prior Period: 1 Jan 2013 to 31 Dec 2013

2. Results for announcement to the market A$’000

2.1 Revenues from ordinary activities

(excludes property revaluations) Total Revenue

Up 26% to 532,740

2.2 Loss for the year Up 23% to (60,392)

2.3 Net loss for the period attributable to

owners of the Company Up 28% to (62,586)

2.4 Dividend distributions Amount per security Franked amount per

security Nil Nil

2.5 Record date for determining entitlements to

the dividend Nil

3. Consolidated statement of

comprehensive income Refer Appendix 1

4. Statements of financial position Refer Appendix 2

5. Consolidated statement of cash flows Refer Appendix 3

6. Details of dividends or distributions N/A

7. Consolidated statement of changes in

equity Refer Appendix 4

Current Period

A$ Previous

Corresponding Period A$

8. Net asset backing per ordinary security 32.76 cents 41.32 cents

3

OM Holdings Limited and Controlled Entities Preliminary Final Report

9. Control gained over entities during the period

N/A

10. Details of associated and joint venture

entities Refer Note 3

11. Other significant information Refer Note 6 12. Accounting Standards used by foreign

entities N/A

13. Commentary on the result for the period Current Period Previous

Corresponding Period 13.1 Loss per share overall operations

(undiluted) 8.89 cents 6.96 cents

13.4 Segment results Refer Appendix 5 14. Status of audit or review This report is based on accounts that are in the

process of being audited. 15. Dispute or qualification - accounts not

yet audited N/A

16. Qualifications of audit/review N/A

4

OM Holdings Limited and Controlled Entities Preliminary Final Report

Appendix 1

Consolidated statement of comprehensive income for the financial year ended 31 December 2014

Year ended 31 December 2014

Year ended 31 December 2013

Notes A$’000 A$’000 (Restated) Revenue 532,740 423,662 Cost of sales (496,602) (389,264) Gross profit 36,138 34,398 Other income 3,585 1,237 Distribution costs (27,129) (17,080) Administrative expenses 5 (11,441) (8,507) Other operating expenses 5 (25,003) (50,574) Finance costs 5 (17,291) (9,387) Loss from operations (41,141) (49,913) Share of results of associates 6,161 1,710 Loss before income tax (34,980) (48,203) Income tax (25,412) (890) Loss for the year 1 (60,392) (49,093) Other comprehensive income, net of tax: Items that may be reclassified subsequently to profit or loss Net fair value (loss)/gain on available-for-sale financial assets and

financial derivative (4,976) 5,809

Currency translation differences 18,628 10,148 Cash flow hedges (21,245) (25,154) Other comprehensive expense for the year, net of tax (7,593) (9,197) Total comprehensive expense for the year (67,985) (58,290)

Loss attributable to: Owners of the Company (62,586) (48,987) Non-controlling interests 2,194 (106) (60,392) (49,093)

Total comprehensive (expense)/income attributable to: Owners of the Company (69,157) (54,887) Non-controlling interests 1,172 (3,403) (67,985) (58,290)

Loss per share Cents Cents - Basic (8.89) (6.96) - Diluted (8.89) (6.96)

5

OM Holdings Limited and Controlled Entities Preliminary Final Report

Appendix 2

Statements of financial position as at 31 December 2014

The Company The Group

31 December

2014

31 December

2013

31 December

2014

31 December

2013

Notes A$’000 A$’000 A$’000 A$’000

Assets

Non-Current

Property, plant and equipment - - 532,052 324,784

Land use rights - - 32,164 37,476

Exploration and evaluation costs 2 - - 1,479 1,660

Mine development costs - - 14,076 16,910

Goodwill - - 2,205 2,065

Deferred tax assets - - 8,856 31,031

Interests in subsidiaries 258,397 194,575 - -

Interests in associates 3 - - 107,881 100,336

258,397 194,575 698,713 514,262

Current

Inventories - - 166,512 119,704

Trade and other receivables 126,417 125,154 39,905 125,574

Prepayments 1 1 1,113 1,504

Available-for-sale financial assets 4 2,727 11,691 2,727 11,691

Land use rights 6 - - 6,698 -

Cash collateral - - 26,122 31,274

Cash and bank balances 227 50 38,751 36,052

129,372 136,896 281,828 325,799

Total assets 387,769 331,471 980,541 840,061

Equity

Capital and Reserves

Share capital 36,671 36,671 36,671 36,671

Treasury shares (2,330) (2,330) (2,330) (2,330)

Reserves 232,913 235,944 172,796 241,504

267,254 270,285 207,137 275,845

Non-controlling interests - - 32,522 26,437

Total equity 267,254 270,285 239,659 302,282

Liabilities

Non-Current

Borrowings 64,243 18,442 402,602 188,335

Lease obligation - - 3,229 7,612

Derivative financial liabilities - - 48,859 27,410

Other payables - - 36,621 14,247

Provisions - - 6,560 5,724

Deferred tax liabilities - - - 6

64,243 18,442 497,871 243,334

Current

Trade and other payables 49,912 34,773 150,822 135,763

Derivative financial liabilities 483 2,713 483 2,713

Borrowings - - 79,410 138,558

Lease obligation - - 3,488 1,017

Income tax payables 5,877 5,258 8,808 16,394

56,272 42,744 243,011 294,445

Total equity and liabilities 387,769 331,471 980,541 840,061

6

OM Holdings Limited and Controlled Entities Preliminary Final Report

Appendix 3

Consolidated statement of cash flows for the financial year ended 31 December 2014

Year ended 31

December 2014

Year ended 31

December 2013

A$’000 A$’000

(Restated)

Cash Flows from Operating Activities

Loss before income tax (34,980) (48,203)

Adjustments for:

Amortisation of land use rights 651 626

Amortisation of mine development costs 4,296 2,254

Depreciation of property, plant and equipment 15,646 15,158

Reversal of provision for rehabilitation (709) (67)

Equity-settled share-based payments - 813

Write off of exploration and evaluation costs 1,708 566

Write-down of inventories to net realisable value 89 607

Loss on disposal of property, plant and equipment 93 34

Gain on disposal of a subsidiary (523) -

Impairment loss on:

- Available-for-sale financial assets 3,988 23,022

- Property, plant and equipment - 4,038

- Other assets 507 -

Fair value gain on financial liabilities through profit or loss (2,230) -

Interest expenses 17,291 9,387

Interest income (300) (608)

Share of results of associates (6,161) (1,710)

Operating (loss)/profit before working capital changes (634) 5,917

Increase in inventories (3,150) (768)

Decrease in trade and bill receivables 676 12,225

Decrease/(increase) in prepayments, deposits and other receivables 891 (17,676)

(Decrease)/increase in trade and bill payables (1,114) 26,970

Increase in other payables and accruals 2,185 11,793

Changes in long-term liabilities:

- Decrease in long-term lease obligation (127) (2,223)

- Decrease in long-term provision (for restoration) (8) (664)

- Increase in retirement benefit obligation 7 451

- Increase in other long term payable 1,487 14,247

Cash generated from operations 213 50,272

Overseas income tax paid (10,829) (11,762)

Net cash (used in)/generated from operating activities (10,616) 38,510

Cash Flows from Investing Activities

Payments for exploration and evaluation costs (1,527) (1,407)

Purchase of property, plant and equipment (199,198) (203,131)

Proceeds from disposal of property, plant and equipment 206 219

Net proceeds from disposal of a subsidiary 146 8

Loan to an associate (1,197) (7,026)

Interest received 300 608

Net cash used in investing activities (201,270) (210,729)

7

OM Holdings Limited and Controlled Entities Preliminary Final Report

Consolidated statement of cash flows (cont’d) for the financial year ended 31 December 2014

Year ended 31

December 2014

Year ended 31

December 2013

A$’000 A$’000

(Restated)

Cash Flows from Financing Activities

Dividends paid to non-controlling interests - (540)

Repayment of bank and other loans (10,400) (8,455)

Proceeds from bank loans 230,228 124,767

Payment to finance lease creditors (2,642) (45)

Capital contribution by non-controlling interests 4,773 12,623

Decrease/(increase) in cash collateral 5,152 (11,540)

Proceeds from issue of shares - 24,000

Payment of transaction costs on share issue - (321)

Interest paid (17,189) (9,076)

Net cash generated from financing activities 209,922 131,413

Net decrease in cash and cash equivalents (1,964) (40,806)

Cash and cash equivalents at beginning of year 36,052 69,118

Exchange difference on translation of cash and cash equivalents at

beginning of year

4,663 7,740

Cash and cash equivalents at end of year 38,751 36,052

8

OM Holdings Limited and Controlled Entities Preliminary Final Report

Appendix 4

Consolidated statement of changes in equity for the financial year ended 31 December 2014

Share capital A$’000

Share premium

A$’000

Treasury shares A$’000

Non- distributable

reserve A$’000

Capital reserve A$’000

Share option

reserve A$’000

Fair value reserve A$’000

Hedging reserve A$’000

Exchange fluctuation

reserve A$’000

Retained profits

A$’000

Total

attributable to equity

holders of the parent

A$’000

Non-controlling

interests A$’000

Total equity

A$’000 Balance at 1 January 2014 36,671 176,563 (2,330) 5,553 139 5,975 5,809 (20,123) (7,176) 74,764 275,845 26,437 302,282 Loss for the year - - - - - - - - - (62,586) (62,586) 2,194 (60,392) Total comprehensive expense for the year - - - - (16) - (4,976) (16,996) 15,417 - (6,571) (1,022) (7,593) Issue of warrants - - - - 449 - - - - - 449 - 449 Share option lapsed - - - - - (5,975) - - - 5,975 - - - Capital injection from non-controlling interest - - - - - - - - - - - 4,913 4,913

Balance at 31 December 2014 36,671 176,563 (2,330) 5,553 572 - 833 (37,119) 8,241 18,153 207,137 32,522 239,659

Share capital A$’000

Share premium

A$’000

Treasury shares A$’000

Non- distributable

reserve A$’000

Capital reserve A$’000

Share option

reserve A$’000

Fair value reserve A$’000

Hedging reserve A$’000

Exchange fluctuation

reserve A$’000

Retained profits

A$’000

Total

attributable to equity

holders of the parent

A$’000

Non-controlling

interests A$’000

Total equity

A$’000 Balance at 1 January 2013 33,671 155,884 (2,330) 4,074 69 12,814 - - (15,520) 115,951 304,613 17,757 322,370 Loss for the year - - - - - - - - - (48,987) (48,987) (106) (49,093) Total comprehensive expense for the year - - - - 70 - 5,809 (20,123) 8,344 - (5,900) (3,297) (9,197) Issue of ordinary shares 3,000 20,679 - - - - - - - - 23,679 - 23,679 Share option lapsed - - - - - (9,279) - - - 9,279 - - - Value for employee services received for grant of share

options

-

-

-

-

-

2,440

-

-

-

-

2,440

-

2,440 Capital injection from non-controlling interest - - - - - - - - - - - 12,623 12,623 Dividend paid - - - - - - - - - - - (540) (540) Transfer to statutory reserve - - - 1,479 - - - - - (1,479) - - - Balance at 31 December 2013 36,671 176,563 (2,330) 5,553 139 5,975 5,809 (20,123) (7,176) 74,764 275,845 26,437 302,282

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OM Holdings Limited and Controlled Entities Preliminary Final Report

Appendix 5

Operating segments

For management purposes, the Group is organised into the following reportable operating

segments as follows:-

Mining Exploration and mining of manganese ore

Smelting Production of manganese ferroalloys and manganese sinter ore

Marketing and Trading Trading of manganese ore, manganese ferroalloys and sinter ore,

chrome ore and iron ore

Each of these operating segments is managed separately as they require different resources as

well as operating approaches.

The reporting segment results exclude the finance income and costs, share of results of

associate, income tax which are not directly attributable to the business activities of any

operating segment, and are not included in arriving at the operating results of the operating

segment.

Sales between operating segments are carried out at arm’s length.

Segment performance is evaluated based on the operating profit or loss which in certain

respects, as set out below, is measured differently from the operating profit or loss in the

consolidated financial statements.

10

OM Holdings Limited and Controlled Entities Preliminary Final Report

Operating segments (cont’d)

Mining Smelting Marketing and Trading Others Total

2014 2013 2014 2013 2014 2013 2014 2013 2014 2013

A$’000 A$’000 A$’000 A$’000 A$’000 A$’000 A$’000 A$’000 A$’000 A$’000

Reportable segment revenue

Sales to external customers - - 104,816 156,589 427,924 267,073 - - 532,740 423,662

Inter-segment sales 145,755 116,078 - - 44,212 108,049 5,538 2,660 195,505 226,787

Elimination (195,505) (226,787)

145,755 116,078 104,816 156,589 472,136 375,121 5,538 2,660 532,740 423,662

Reportable segment (loss)/profit (24,539) (31,199) 3,738 (272) 182 14,415 (3,531) (24,078) (24,150) (41,134)

Reportable segment assets 119,998 145,752 699,577 452,779 385,519 350,628 397,679 329,493 1,602,773 1,278,652

Elimination (770,023) (614,988)

Interest in associates 107,881 100,336

Deferred tax assets 8,856 31,031

Available-for-sale financial assets 2,727 11,691

Goodwill 2,205 2,065

Cash collateral 26,122 31,274

Total assets 980,541 840,061

Reportable segment liabilities 258,239 253,109 194,713 103,074 194,379 133,317 161,495 143,935 808,826 633,435

Elimination (558,764) (438,949)

Borrowings 482,012 326,893

Deferred tax liabilities - 6

Income tax payables 8,808 16,394

Total liabilities 740,882 537,779

Other segment information

Purchase of property, plant and equipment 9,520 3,184 189,646 203,766 32 65 - - 199,198 207,015

Depreciation of property, plant and equipment 12,068 11,924 3,193 2,880 379 354 6 - 15,646 15,158

Amortisation of land use rights - - 651 626 - - - - 651 626

Amortisation of mine development costs 4,296 2,254 - - - - - - 4,296 2,254

Write-off of evaluation and exploration costs 1,708 566 - - - - - - 1,708 566

11

OM Holdings Limited and Controlled Entities Preliminary Final Report

Operating segment (cont’d)

Reconciliation of the Group's reportable segment loss to the loss before income tax is as follows:

2014 2013

A$’000 A$’000

Reportable segment loss (24,150) (41,134)

Finance income 300 608

Share of results of associates 6,161 1,710

Finance costs (17,291) (9,387)

Loss before income tax (34,980) (48,203)

The Group's revenues from external customers and its non-current assets (other than deferred tax

assets) are divided into the following geographical areas:

Revenue from external customers Non-Current Assets

2014 2013 2014 2013

Principal markets A$’000 A$’000 A$’000 A$’000

PRC 529,637 422,264 25,886 25,721

Australia - - 64,648 71,215

Mauritius - - 105,753 100,103

Malaysia - - 488,599 283,116

Others 3,103 1,398 4,971 3,076

532,740 423,662 689,857 483,231

The geographical location of customers is based on the locations at which the goods were delivered.

The geographical location of non-current assets is based on the physical location of the assets.

12

OM Holdings Limited and Controlled Entities Preliminary Final Report

NOTE TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2014 Note 1: Loss after taxation 2014 2013

The Group A$’000 A$’000

Loss after tax has been arrived at

after charging/(crediting):

Amortisation of land use rights 651 626

Amortisation of mine development costs 4,296 2,254

Depreciation of property, plant and equipment 15,646 15,158

Equity-settled share-based payments - 813

Impairment loss on:

- Available-for-sale financial assets 3,988 23,022

- Property, plant and equipment - 4,038

- Other assets 507 -

Fair value gain on financial liabilities through profit or loss (2,230) -

Write-down of inventories to net realisable value 89 607

Note 2: Exploration and evaluation costs 2014 2013

The Group A$’000 A$’000

At beginning of year 1,660 819

Costs incurred during the year 1,527 1,407

Written off during the year (1,708) (566)

At end of year 1,479 1,660

Note 3: Interests in associates

2014 2013

The Group A$’000 A$’000

Unquoted equity investment, at cost 100,127 98,743

Share of post-acquisition profits and reserves 7,754 1,593

107,881 100,336

The associates are:

Name of company

Country of

incorporation

Percentage of

equity held

Principal activities

2014 2013

Main Street 774 (Pty) Limited South Africa 26% 26% Investment holding

OM Materials Japan Co., Ltd. Japan 33% 33% Trading of metals and ferroalloy

products

OM Tshipi (S) Pte Ltd Singapore 33% 33% Trading of metals and ferroalloy

products

13

OM Holdings Limited and Controlled Entities Preliminary Final Report

Note 4: Available-for-sale financial assets

The Company and The Group 31 December

2014

31 December

2013

Current A$’000 A$’000

Quoted equity investments, at fair value

At the beginning of the year 11,691 28,884

Impairment loss recognised directly in profit or loss (3,988) (23,022)

Impairment loss recognised directly in equity (4,976) -

Reversal of impairment loss recognised directly in equity - 5,829

At end of year 2,727 11,691

The fair value of quoted equity investments is determined by reference to quoted closing bid prices on the Australian Securities Exchange at the financial reporting dates. Note 5: Comparative figures Certain comparative information has been reclassified to conform with current year’s presentation as follows: 31 December 2013

As restated Adjustments As previously

reported

The Group A$’000 A$’000 A$’000

Consolidated statement of comprehensive income

Administrative expenses (8,507) (2,030) (10,537)

Other operating expenses (50,574) (311) (50,885)

Finance costs (9,387) 2,341 (7,046)

Note 6: Other significant information GWA (North) Pty Ltd Wagon Derailment On 15 June 2012 a subsidiary received correspondence from GWA (North) Pty Ltd (“GWAN”) regarding a train

derailment event which occurred on 7 June 2012. GWAN have issued demands to the subsidiary for the

payment of A$5,470,352. The subsidiary has formally denied liability and put the owner of the wagons, CFCL

Australia Pty Ltd (“CFCL”) with whom the subsidiary has a rental and maintenance agreement in relation to the

wagons, on notice that the subsidiary reserves its legal rights against CFCL Australia Pty Ltd.

On 17 March 2014, the subsidiary’s insurers – QBE Insurance – agreed to indemnify the subsidiary for any

liability it may have to GWAN in respect of the claim and have instructed the lawyers to assume conduct of the

claim on the subsidiary’s behalf. The position of the claim remains unchanged.

Northern Territory Mineral Royalties

The Northern Territory Mineral Royalty Act (“MRA”) is a profit based royalty regime that uses the net value of a

mine’s production to calculate royalties payable on the recovery of mineral commodities from a mine site. The

determination of the net value of manganese produced from the Bootu Creek Manganese Mine is in dispute

between a subsidiary and the Territory Revenue Office (“TRO”) (the office responsible for administering the

MRA). The central issue in the dispute relates to the calculation of the gross realization by the subsidiary.

The TRO has issued mineral royalty Notices of Assessment for the years 2006 to 2011 totaling A$41,624,806. The subsidiary has paid each of the mineral royalty Notices of Assessment issued by the Territory Revenue Office for the years 2006 to 2011. The subsidiary has not received any Notices of Assessment for the royalty years 2012 to 2014 and expects that no mineral royalties will be payable in relation to such years as a result of Negative Net Values.

14

Note 6: Other significant information (cont’d)

Northern Territory Mineral Royalties (cont’d)

Notwithstanding payment by the subsidiary of the mineral royalty Notices of Assessments (required by law), the subsidiary disagrees with the Territory Revenue Office mineral royalty notices of assessments and on 9 December 2014 lodged an appeal in the Supreme Court of the Northern Territory to a determination of an objection in relation to the royalty assessments. At the time of this report the final amount of the subsidiary’s claim against the TRO cannot be determined. At this early stage of the proceedings the expectation is that the matter may be heard some time in the second half of 2015. Sponsor Guarantee issued under the terms of the Power Purchase Agreement with Syarikat Sesco

Berhad

Pursuant to the execution of the Power Purchase Agreement (“PPA”) between a subsidiary and Syarikat Sesco

Berhad (“SSB”), the Company issued the following guarantees as conditions precedent to the PPA:

The Company issued sponsor guarantee to SSB for its 80% interest of the subsidiaries’ obligations under the PPA.

The sponsor guarantees include but are not limited to termination payments, late payment interest and

guaranteed obligations under the PPA. Cahya Mata Sarawak Berhad (“CMSB”) has correspondingly provided the

sponsor guarantees for its 20% interest held in the subsidiaries.

The sponsor guarantee mentioned above does not fall into the category of financial guarantees as they do not

relate to debt instruments as the purpose of these guarantees is essentially to enable SSB to provide the power

supply to the subsidiaries on the condition that these guarantees are provided by the ultimate holding company in

the event that there are any unpaid claims on the interconnection fees owed to SSB during the term of the PPA.

There are no bank loans involved in these guarantees. As such, there is no need for the guarantees to be fair

valued.

Project Support guarantee issued under the terms of the Facilities Agreement and the Project Support

Agreement

OM Materials (Sarawak) Sdn Bhd, a subsidiary of the Company entered into a project finance Facilities

Agreement (“FA”) on 28 March 2013 for a limited recourse senior project finance debt facilities totaling USD215

million and MYR310 million for the total cost of the Project’s Phase 1 ferrosilicon production facility and another

MYR126 million credit line for the issuance of performance and payment guarantees to the power provider SSB,

as part of its obligations under the Power Purchase Agreement.

Concurrently, the Company also executed a Project Support Agreement (“PSA”) with OM Materials (Sarawak)

Sdn Bhd (as Borrower), OM Materials (S) Pte. Ltd. (a wholly-owned subsidiary of the Company) and Samalaju

Industries Sdn. Bhd and Cahya Mata Sarawak Berhad (as Obligors). The PSA governs the rights and obligations

of the Obligors. These obligations and liabilities of the Company and the CMSB Group are several and pro-rata to

their respective 80% and 20% shareholding in OM Materials (Sarawak) Sdn. Bhd.

The PSA will lapse and the Project will become non-recourse 18 months after the satisfaction of pre-agreed

project completion tests typical for a project financing facility of this nature.

Note 7: Events after end of reporting period Subsequent to the end of the reporting period, a subsidiary of the Company, OM Materials (Johor) Sdn Bhd

executed two sales and purchase agreements for the sale of a total of 30 acres of the land at A$10.1million. A

total of A$1.0 million, representing 10% of down payment has been received to-date. The cost of this 30 acres of

land amounting to A$6.7 million has been classified as current asset as at 31 December 2014.