ILUKA RESOURCES LIMITED — AGM Information 2003

Apr 10, 2003

ILUKA RESOURCES LIMITED

ABN 34 008 675 018

Registered Office 5th Floor, 553 Hay Street Perth, Western Australia, 6000 Telephone (08) 9223 4700 Facsimile (08) 9221 7744 International Prefix (61) GPO Box U1988, Perth, Western Australia 6845

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the 48th Annual General Meeting of shareholders of Iluka Resources Limited ABN 34 008 675 018 ("Iluka" or "Company") will be held in Ballroom 4, The Westin Sydney, No 1 Martin Place, Sydney on Wednesday 14th May 2003 at 9:30am AEST.

AGENDA

FINANCIAL REPORTS

To receive and consider the annual financial report, directors' report and auditor's report for the Company and its controlled entities for the year ended 31 December 2002.

ORDINARY RESOLUTIONS

1. Re-election of Directors

To consider and, if thought fit, to pass the following resolutions as separate ordinary resolutions:

• $1.1₁$ "That Mr William HJ Barr, who retires in accordance with Article 17.2 of the Company's constitution and being eligible offers himself for re-election, be elected as a Director."
• $1.2^{\circ}$ "That Mr lan CR Mackenzie, who retires in accordance with Article 17.2 of the Company's constitution and being eligible offers himself for re-election, be elected as a Director."
• $1.3₁$ "That Mr Donald M Morley, who retires in accordance with Article 16.4 of the Company's constitution and being eligible offers himself for election, be elected as a Director."

$\overline{2}$ . Acquisition of Shares on behalf of Mr Keith Michael Folwell under the Share Acquisition Plan

To consider, and if thought fit, to pass, with or without amendment, the following ordinary resolution:

"That, under and for the purposes of ASX Listing Rule 10.14 and for all other purposes, approval is given for the acquisition of fully paid ordinary shares in the Company ("Shares") by the trustee of the Directors, Executives and Employees Share Acquisition Plan Trust ("Share Acquisition Plan") on behalf of Mr Keith Michael Folwell, the Company's Managing Director & CEO, of the following Shares that may be determined by the Company under the Share Acquisition Plan as being available for acquisition:

• $(a)$ that number of Shares not exceeding 77,000 Shares as may be determined by the Company during calendar year 2003;
• (b) that number of Shares not exceeding 100,000 Shares as may be determined by the Company during calendar year 2004; and
• $\left( c\right)$ that number of Shares not exceeding 100,000 Shares as may be determined by the Company during calendar year 2005,

such Shares to be acquired under the terms of the Share Acquisition Plan and subject to the satisfaction of the performance criteria applicable to the Shares, and otherwise on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice of Meeting."

Voting Exclusion Statement For Resolution 2

The Company will disregard any votes cast on Resolution 2 by any Director of the Company and any associate of a Director (collectively and individually, a "Director"). However, the Company will not disregard a vote if:

• (a) it is cast by a Director as proxy for a person who is entitled to vote in accordance with the directions on the Proxy Form; or
• (b) it is cast by a Director who is chairing the meeting as a proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

BY ORDER OF THE BOARD

/EC3ra

IAN GREGORY Company Secretary Dated: 10 April 2003

PROXY AND VOTING ENTITLEMENT INSTRUCTIONS

PROXIES

Shareholders are entitled to appoint up to two individuals to act as proxies to attend and vote on their behalf. Where more than one proxy is appointed each proxy may be appointed to represent a specific proportion of the shareholder's voting rights. If the appointment does not specify the proportion or number of votes each proxy may exercise each proxy may exercise half of the votes.

The proxy form (and the power of attorney or other authority, if any, under which the proxy form is signed) or a copy or facsimile which appears on its face to be an authentic copy of the proxy form (and the power of attorney or other authority) must be deposited at or sent by facsimile transmission to the Company's share registry, Computershare Investor Services Pty Limited, Level 2, Reserve Bank Building, 45 St George's Terrace, Perth, Western Australia, facsimile number +61 (8) 9323 2033 or to the Company's registered office at 5th Floor, 553 Hay Street, Perth, Western Australia, 6000, facsimile number +61 (8) 9221 7744, at least 48 hours prior to the meeting, or adjourned meeting as the case may be, at which the individual named in the proxy form proposes to vote.

The proxy form must be signed by the shareholder or his/her attorney duly authorised in writing or, if the shareholder is a corporation, in a manner permitted by the Corporations Act 2001. The proxy may, but need not, be a shareholder of the Company.

In the case of shares jointly held by two or more persons, all joint holders must sign the proxy form.

VOTING ENTITLEMENT

For the purposes of determining voting entitlements at the Annual General Meeting, shares will be taken to be held by the persons who are registered as holding the shares at the close of business on Monday 12th May 2003. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the meeting.

EXPLANATORY MEMORANDUM

For the benefit of shareholders, each of the resolutions referred to in the Notice of Meeting is explained below.

ORDINARY RESOLUTIONS

1. ELECTION OF DIRECTORS

• Mr William HJ Barr is required to resign under the director rotation provisions of $(a)$ Article 17.2 of the Company's Constitution. Mr Barr, being eligible, has offered himself for re-election as a Director.
• $(b)$ Mr Ian CR Mackenzie is required to resign under the director rotation provisions of Article 17.2 of the Company's Constitution. Mr Mackenzie, being eligible, has offered himself for re-election as a Director.
• $(c)$ Mr Donald M Morley was appointed as a Director during the year. As such, he is required to retire under Article 16.4 of the Company's Constitution. Mr Morley, being eligible, has offered himself for election as a Director.

ACQUISITION OF SHARES ON BEHALF OF MR FOLWELL UNDER THE SHARE 2. ACQUISITION PLAN

$2.1$ Background

The establishment of the Company's Share Acquisition Plan was approved by shareholders at the Company's 1999 Annual General Meeting held on 21 May 1999, with a summary of the terms of the Share Acquisition Plan contained in the Notice of Annual General Meeting sent to shareholders.

A copy of the Share Acquisition Plan will be provided to any shareholder on request.

Resolution 2 seeks shareholder approval for the acquisition by the Trustee of the Shares on behalf of Mr Folwell that may be determined by the Company as being available for purchase by the Trustee as part of Mr Folwell's remuneration package under the Share Acquisition Plan.

2.2 Terms of acquisition

Resolution 2 states the maximum numbers of Shares that may be acquired on market by the Trustee on behalf of Mr Folwell.

During each of 2003, 2004 and 2005 the Company proposes to determine a number of Shares (not exceeding the numbers stated in Resolution 2) that will be "allocated" in respect of Mr Folwell as part of his annual remuneration package and which may ultimately be acquired by the Trustee on behalf of Mr Folwell.

The actual number of Shares that may ultimately be purchased by the Trustee on behalf of Mr Folwell will depend on satisfaction of the relevant performance criteria under the Share Acquisition Plan (refer to section 2.5 of this Explanatory Memorandum).

The price at which the Shares may be acquired by the Trustee on behalf of Mr Folwell will be the market price of the Company's Shares traded on ASX at the time of purchase of the Shares in accordance with the terms and conditions of the Share Acquisition Plan.

In the case of an acquisition of Shares, the acquisition price will be funded by the Company. No loan as such will be provided by the Company to Mr Folwell.

2.3 Shares acquired under the Share Acquisition Plan on behalf of Directors

The following information is provided for the purposes of the requirements of the Listing Rules.

Shares acquired for Non-Executive Directors

Since 20 April 2000 (being the date upon which the Company's shareholders last approved an acquisition of Shares on behalf of a Director under the Share Acquisition Plan), the Trustee has acquired on ASX the following Shares in respect of non-executive Directors:

• during the year ending 31 December 2000, 7,645 Shares at a total cost of \$31,048;
• during the year ending 31 December 2001, 14,855 Shares at a total cost of \$61,894; and
• during the year ending 31 December 2002, 12,045 Shares at a total cost of \$57,222.

These Shares have been acquired on behalf of Ms VA Davies and Messrs ICR Mackenzie, KW Court and GD Campbell in lieu of Directors' fees at the following prices: \$4.10, \$4.11, \$3.97, \$4.53, \$4.54, \$3.67, \$4.69, \$4.79, \$4.97 and \$4.45.

Shares acquired for or allocated to Executive Directors

Since 20 April 2000 a total of 86,393 Shares have been acquired by the Trustee under the Share Acquisition Plan on behalf of Mr Folwell. These Shares were acquired on 30 April 2002 at a price of \$4.63 per Share.

Of the 86,393 Shares that have been acquired on behalf of Mr Folwell, 33,478 Shares have already been transferred to Mr Folwell by the Trustee and the remaining 52,915 Shares may be transferred to Mr Folwell, subject to the satisfaction of the performance criteria under the Share Acquisition Plan.

Since 20 April 2000 a total of 112,589 Shares were acquired by the Trustee under the Share Acquisition Plan on behalf of Mr Macpherson, the former Managing Director of the Company. These Shares were acquired as follows:

• 108,000 shares issued by the Company on 26 September 2000 at a price of \$3.90 per Share;
• 2,634 shares acquired on 19 September 2001 at a price of \$3.87 per Share; and
• 1,955 shares acquired on 22 January 2002 at a price of \$4.59 per Share.

2.4 Shares acquired in lieu of non-executive Directors' fees

Shareholders should note that the Company may cause the Trustee of the Share Acquisition Plan to acquire further Shares on behalf of various non-executive Directors. ASX has granted the Company a waiver from a Listing Rule requirement to seek shareholder approval of any such acquisitions. The Company considers that there is no need to seek shareholder approval of these acquisitions as they will be made in lieu of the payment of Directors' fees otherwise payable to that Director. No loan as such will be provided by the Company to any Director.

The price at which these Shares will be issued to or acquired by the Trustee on behalf of a non-executive Director will be the market price of the Company's Shares traded on ASX at the time of issue or purchase of the Shares in accordance with the terms and conditions of the Share Acquisition Plan.

Details of any Shares issued or acquired under the Share Acquisition Plan will be published in each annual report of the Company relating to a period in which Shares have been issued or acquired.

Any additional Directors who become entitled to participate in the Share Acquisition Plan after the approval of Resolution 2 and who are not named in this Notice of Meeting will not participate until any necessary shareholder approval is obtained under Listing Rule 10.14.

2.5 Amendments to the Share Acquisition Plan

The Board has approved the following changes to the terms and conditions of the Share Acquisition Plan:

• the Company's total shareholder return ("TSR") performance will be assessed (a) relative to the TSR performance for all other companies that make up the "Australian Materials" group of companies on ASX ("Peer Group");
• the performance criteria applicable to the Shares allocated to performance $(b)$ component participants under the Share Acquisition Plan are adjusted as follows:
• (i) if at the end of the performance period the Company's TSR ranking is equal to 50% of all other companies in the Peer Group, then 50% of the Shares offered to the participant will be acquired by the Trustee (or retained if already acquired) on behalf of the participant;
• (ii) if at the end of the performance period the Company's TSR ranking is greater than 50% but less than 75% of all other companies in the Peer Group then for every 1% above the 50% minimum, 2% of the Shares offered to the participant will be acquired by the Trustee (or retained if already acquired) on behalf of the participant; and

• (iii) if at the end of the performance period the Company's TSR ranking is equal to or greater than 75% of all other companies in the Peer Group, all of the Shares offered to the participant will be acquired by the Trustee (or retained if already acquired) on behalf of the participant:

• (c) Shares will be purchased under the Share Acquisition Plan after performance periods are completed and performance component participants in the Share Acquisition Plan will not be entitled to dividends until after the Shares have vested in the participants; and

• the Board has the discretion to set the performance criteria and replace the Peer $(d)$ Group as it determines from time to time.

2.6 Directors' recommendation

All Directors (other than Mr Folwell) recommend that shareholders vote in favour of Resolution 2 as a means of providing Mr Folwell with an incentive to improve the Company's total shareholder return performance for the benefit of all shareholders.

The Directors consider that the potential benefits that may be acquired by Mr Folwell under Resolution 2 constitute reasonable remuneration.

No Director or his or her associate is entitled to vote on Resolution 2.

3. GLOSSARY OF TERMS

In this Explanatory Memorandum the following expressions have the following meanings:

"ASIC" means the Australian Securities and Investments Commission.

"ASX" means Australian Stock Exchange Limited.

"Board" means the board of Directors of Iluka.

"Company" or "Iluka" means Iluka Resources Limited ABN 34 008 675 018.

"Directors" means the directors of the Company from time to time.

"Listing Rules" means the Listing Rules of ASX.

"Meeting" means the Annual General Meeting of shareholders of the Company convened by this Notice.

"Notice" or "Notice of Meeting" means the notice of Annual General Meeting which accompanies this Explanatory Memorandum.

"Resolution" means a resolution referred to in the Notice of Meeting.

"Share" means a fully paid ordinary share in the capital of the Company.

"Share Acquisition Plan" means the Company's Directors, Executives and Employees Share Acquisition Plan.

"Trustee" means Iluka Administration Limited ABN 42 008 421 065, the trustee of the Share Acquisition Plan.

A.B.N 34 008 675 018

ILUKA RESOURCES LIMITED

Mark this box with an 'X' if you have made any changes to your address details (see reverse)

Proxy Form

All correspondence to:

Computershare Investor Services Pty Limited GPO Box D182 Perth Western Australia 6840 Australia Enquiries (within Australia) 1300 557 010 (outside Australia) 61 3 9615 5970 Facsimile 61 8 9323 2033 www.computershare.com

Appointment of Proxy

the Chairman
of the Meeting
(mark with an 'X')

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Write here the name of the person you are appointing if this person is someone other than the Chairman of the Meeting.

or failing the person named, or if no person is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the
following directions (or if no directi

IMPORTANT: FOR ITEM 2 BELOW

t/We being a member/s of ILUKA RESOURCES LIMITED and entitled to attend and vote hereby appoint

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If the Chairman of the Meeting is your nominated proxy, or may be appointed by default, and you have not directed your proxy how to vote on item 2 below,
please place a mark in this box. By marking this box you acknowledge have not directed your proxy how to vote, the Chairman of the Meeting will not cast your votes on Item 2 and your votes will not be counted in computing the have not directed your proxy how to vote, the Chairman of the Mee

to indicate your directions

Voting directions to your proxy - please mark

• $1.1$ Re-election of Mr William H J Barr as a Director
• 1.2 Re-election of Mr Ian C R Mackenzie as a Director
• $1.3$ Election of Mr Donald M Morley as a Director
• 2 Acquistion of Shares on behalf of Mr Keith Michael Folwell under the Share Acquisition Plan

* If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll, or if your votes entitlement cannot be voted by the Chairman of the Meeting, your votes will not be counted in computing the required majority on a poll.

Appointing a second Proxy

We wish to appoint a second proxy

Mark with an 'X' if you AND wish to appoint a second proxy.

This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.

State the percentage of your voting rights or the number of securities for this Proxy Form.

PLEASE SIGN HERE

Individual or Securityholder 1

Individual/Sole Director and

Sole Company Secretary

Securityholder 2

Securityholder 3

,,,,,,,,,,,,,,,,, .	,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,
	Š

Director

88 Y

Contact Name

I L U

Contact Daytime Telephone

Date

How to complete the Proxy Form

1 Your Address

This is your address as it appears on the company's share register. If this information is incorrect, please mark the box and make the correction on the form. Securityholders sponsored by a broker (in which case your reference number overleaf will commence with an 'x') should advise your broker of any changes. Please note, you cannot change ownership of your securities using this form.

$\overline{2}$ Appointment of a Proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box. If the person you wish to appoint as your proxy is someone other than the Chairman of the Meeting please write the name of that person. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a securityholder of the company.

3 Votes on Items of Business

You may direct your proxy how to vote by placing a mark in one of the three boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of securities you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

4 Appointment of a Second Proxy

You are entitled to appoint up to two persons as proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the company's share registry or you may copy this form.

To appoint a second proxy you must:

• indicate that you wish to appoint a second proxy by marking the box. (a)
• $(b)$ on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded.
• $(c)$ return both forms together in the same envelope.

5 Signing Instructions

You must sign this form as follows in the spaces provided:

Individual:	where the holding is in one name, the holder must sign.
Joint Holding:	where the holding is in more than one name, all of the security holders should sign.
Power of Attorney:	to sign under Power of Attorney, you must have already lodged this document with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.
Companies:	where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.

If a representative of the corporation is to attend the meeting the appropriate "Certificate of Appointment of Corporate Representative" should be produced prior to admission. A form of the certificate may be obtained from the company's share registry.

Lodgement of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below no later than 48 hours before the commencement of the meeting at 9.30am on 14 May 2003. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Documents may be lodged using the reply paid envelope or:

by posting, delivery or facsimile to ILUKA RESOURCES LIMITED share
registry at the address opposite, or

by delivery to the Registered Office of ILUKA RESOURCES LIMITED being 5th Floor, 553 Hay Street GPO Box U1988 PERTH WA 6845

ILUKA RESOURCES LIMITED share registry Computershare Investor Services Pty Limited GPO Box D182 Perth Western Australia 6840 Australia Facsimile 61 8 9323 2033

SHAREHOLDER BRIEFINGS

Shareholders who are not able to attend the Company's Annual General Meeting in Sydney on 14 May, 2003 are cordially invited to attend an informal briefing by the Chairman, Ian Mackenzie, and Managing Director & CEO, Mike Folwell, at Melbourne or Perth on the dates shown below.

At each venue shareholders will be able to listen to the same presentations given at the AGM, and to ask questions (please see form attached).

It would be appreciated if you could respond to the Company Secretary, using the slip overleaf, no later than the close of business on 28 April, 2003.

MELEOURNE THUESCHY ISIN MEW 2003

9:30am AEST Time: The Westin Melbourne Venue: 205 Collins Street MELBOURNE VIC 3000

	EETME Friday, 16th May 2008
Time: Venue:	9:30am AWST Duxton Hotel Perth No. 1 St Georges Terrace PERTH WA 6000

SHAREHOLDER QUESTIONS

The Iluka Resources Limited Board welcomes your questions regarding the Annual Report or any matter relating to the Notice of Meeting. If you wish to have a question answered at the Annual General Meeting or Shareholder Briefings, please complete the attached Shareholder Questions form and return it in the reply paid envelope provided, or send by facsimile to (08) 9221 7744.

Shareholders will be able to access the Chairman's Annual General Meeting address on the Company's internet site www.iluka.com after the AGM.

Attach.

PLEASE COMPLETE AND RETURN BY 28 APRIL 2003

ILUKA RESOURCES LIMITED ABN 34 008 675 018

Registered Office Level 5, 553 Hay Street Perth, Western Australia 6000 Telephone (08) 9223 4700 Facsimile (08) 9221 7744 International Prefix (61) GPO Box U1988, Perth, Western Australia 6845

Shareholder Questions & Attendance Advice

Please complete the following details and return in the enclosed reply paid envelope or by facsimile to (08) 9221 7744:

	Name: ______
	Address: _____
	Suburb: ______
	Telephone: ( )_____
	I will be attending the presentation in (please tick):--
Sydney:	Wednesday 14th May 2003
Melbourne:	Thursday 15th May 2003
Perth:	Friday 16th May 2003
Questions:
	1990 - Jan James James James James James James James James James James James James James James James James J
	1980 - Andrea Andrea Andrea Andrea Andrea Andrea Andrea Andrea Andrea Andrea Andrea Andrea Andrea Andrea Andr
	1990 - Jan James James Jan James James James James James James James James James James James James James Ja
	1999 - Jan Jan Jan Jan Jan Jan Jan Jan Jan Jan
	Signature: 2008 - 2008 - 2008 - 2008 - 2008 - 2008 - 2008 - 2008 - 2008 - 2008 - 2008 - 2008 - 2008 - 2008 - 2 Date: 1000000000000000000000000000000000000