ACN. 000 317 251

14th December 2015

The Manager

Company Announcement Office ASX Limited

4th Floor, 20 Bridge Street

Sydney NSW 2000 Dear Sir,

Results of AGM

The 6 Resolutions put to the Annual General Meeting held today were passed on a show of hands. In accordance with Section 251AA of the Corporations Act 2001, we advise that proxy votes were received as set out below. Resolution 5 was withdrawn prior to the meeting by the Company.

The questions and answers as put to the meeting follow as an attachment. On behalf of the Board

- End -

Unit 34, Brickworks Annex,19 Brolga Avenue, SOUTHPORT 4215 Phone: +617 5503 1955 Facsimile: +617 5503 0288

Email: [email protected]

Shareholder Questions

In previous years, the Top 20 shareholders has shown former Managing director Mr McCrae. Has Mr McCrae sold the majority of his shares?

Mr McCrae remains committed to CuDeco's success and continues to be a substantial shareholder in the Company through a nominee. His shareholdings as of 31 October 2015 are listed among the Twenty Largest Shareholders in the 2015 Annual Report.

Why is the stock still suspended and not trading to find a proper market price/value?

As per the ASX announcement dated 9 December 2015, CuDeco's shares remain suspended from trading until the completion of the Company's proposed capital raising, which is essential to CuDeco's future funding plans. The Company expects the voluntary suspension will continue until 19 January 2016, pending the closing of the Rights Issue.

Why have there not been any consistent sales of DSO as promised 2 years ago? Is the problem with the lack of DSO sales going to continue with the plant's production of NCu, and if not why not?

Regarding direct shipping ore (DSO) sales, the pit constructed to access Rocklands' native copper was a small development pit developed for the purpose of commissioning the crusher and testing the performance of native copper, generating only a limited amount of material. Subsequently, during the expansion of the pit, CuDeco halted mining temporarily to conserve cash to focus on finalising the construction of the process plant. The vast majority of native copper recovered has already been sold.

The Sinosteel's director's withdrawal of re-election notice means Sinosteel are no longer on the board. Do they wish to be paid cash for their work instead of shares? If so how much have the electricals cost compared to the quotes from Australian companies?

Sinosteel remains a substantial shareholder in the Company and is committed to finishing the construction of the process plant. Further information concerning the director's resignation is contained in the ASX announcement dated 30 November 2015.

How could management have believed in September and quoted for ABC that they believed they would be in production by the end of the year?

Any public comments reflect the best available information at the time and the Company's commitment to continuous disclosure. The completion of the construction and commissioning of the Rocklands Group Copper Project is imminent with initial test feed to commence in late December.

How much money is required to be fully funded? Does the current capital raising cover that costs, and if not how does the company expect to raise the next round of funding after the cap raising? When do they expect this raising to take place, is it going to result in another trading halt?

Details concerning the project's costings and other capital requirements will be provided in the Feasibility Study, which will be released prior to the closing of the Rights Issue. CuDeco does not publically comment on its capital management activities but is conscious of the need to maximise value for all shareholders. Trading halts are subject to the requirements of the ASX to ensure the integrity of market trading is preserved with full information disclosure.

How definitive will this definite feasibility study be?

As per the Rocklands maiden Ore Reserve estimate announced on 11 December 2015, the Feasibility Study is being prepared by independent consultants, with all inputs verified according to JORC 2012 reporting guidelines based on information provided by CuDeco. This will encompass a range of areas, including geology, resource estimation, reserves, geotechnical, mine development, infrastructure, equipment selection, mine operations, access and transport, power, water balance, site earth works, built infrastructure, metallurgy and testwork, processing, tailings storage, environmental, operations management plan, implementation plan, capital and operating costs, cost to completion, implementation and operations management plan, owners matters and risks.

The Feasibility Study will be announced prior to the closing of the Rights Issue, ensuring shareholders are fully informed concerning the economic viability of the Rocklands project.

What cost control provisions are in place with respect to salaries of board members?

Remuneration levels are governed by the Company's Remuneration Committee, with the Remuneration Report provided in the 2015 Annual Report also subject to independent auditing by KPMG.

Is there a termination payment payable to Wayne McCrae?

Mr Wayne McCrae has been paid in accordance with his contract terms and as per the requirements of the Corporations Act.

Will the Company look at other options for staffing the mine besides residential in Cloncurry, now that it is freed from using related-party accommodation?

The majority of property utilised by CuDeco in Cloncurry is either directly owned or rented from non-related parties at arms-length commercial arrangements. Any further staffing requirements will be subject to management's discretion in ensuring maximum efficiencies at the Rocklands project.

When's the HK listing ?

Whilst a listing in Hong Kong would provide obvious benefits, CuDeco's focus remains on completing the construction and commissioning of the Rocklands Group Copper Project. A

Hong Kong listing remains under evaluation, however the Company's recent success in attracting investors demonstrates its current listing on the Australian Securities Exchange is conducive to further fund raising.

I am baffled that retail shareholders and our cornerstone investors, after years of co-operation, seem to be acting at odds just when Rocklands plant is due to be commissioned. All shareholders have been involved investing their monies in CuDeco over the years at much higher prices than the current CDU shareprice. Why can't retail shareholders and cornerstone investors move in unison now, and make CuDeco Ltd a successful copper company?

The Company's major shareholders provided critical short term funding to the Company when needed, and have all indicated their support for the revised Rights Issue. The Board and management are focused on working in the interests of all shareholders to ensure the successful completion and commissioning of the Company's flagship Rocklands Group Copper Project. The Company's recent revitalisation of its senior leadership team, attraction of new investment and focus on transparency reflect its goal of delivering increased shareholder value, for the benefit of both retail and cornerstone investors.

As a shareholder in CuDeco I would feel infinitely more confident if Mr Wayne McCrae was to be reinstalled to his previous positions. Is this likely to happen in the near future? If not, why not?

Wayne McCrae was instrument to the discovery of the Rocklands deposit and the Company's successful growth simply would not have been possible without his tireless efforts, as stated in the 2015 Annual Report. The reasons for his resignation were announced to the ASX on 23 July 2015. Mr McCrae remains a substantial shareholder in CuDeco and is committed to the Company's success. Any future role at CuDeco for Mr McCrae would be subject to the discretion of CuDeco's Board, management and shareholders

When can shareholders expect the first dividend and what is the expected amount per share?

CuDeco is focused on completing the construction and commissioning of its flagship Rocklands Group Copper Project and generating near-term revenue for shareholders' benefit. Any future payment of a dividend is subject to the discretion of the Board in determining the appropriate capital management for the Company, which will be further outlined in the upcoming Feasibility Study.

Would the company not be more appealing to Australian institutional investors if it had: (a) a board which included a majority of independent directors; and (b) was comprised of directors who had complimentary skills and included at least two independent directors who had Australian mining experience?

CuDeco's Board currently comprises directors with wide-ranging and complimentary experience, across the legal, mining, finance, engineering and other fields and with international connections and knowledge, particularly China/Asia, in addition to Australian mining experience.

As per ASX Corporate Governance Principles, the Company has an independent non- executive chairman, replacing the previous executive chairman. Among its seven directors,