ILUKA RESOURCES LIMITED — AGM Information 2004

Apr 6, 2004

ILUKA RESOURCES LIMITED ABN 34 008 675 018

Registered Office Level 23, 140 St George's Terrace Perth, WA 6000 Telephone (08) 9360 4700 Facsimile (08) 9360 4777 International Prefix (61) GPO Box U1988, Perth, WA 6845

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the 49th Annual General Meeting of shareholders of Iluka Resources Limited ABN 34 008 675 018 ("Tluka" or "Company") will be held in the South Ballroom of the Hyatt Regency Hotel, 99 Adelaide Terrace, Perth on Wednesday 12th May 2004, commencing at 9.30am.

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 2003.

ORDINARY RESOLUTIONS

Re-Election and Election of Directors $1.$

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

• $1.1$ "That Mr Richard A Tastula, 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."
• $1.2$ "That Dr. Robert L Every, 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."

$\overline{2}$ . Non-Executive Directors' Remuneration

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

$2.1$ "That the maximum aggregate remuneration payable out of the funds of the Company to non-executive Directors of the Company for their services as Directors including their service on a committee of Directors be increased by \$300,000 per annum to \$1,100,000 per annum."

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:

• 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 $(a)$
• 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 $(b)$ form to vote as the proxy decides.

BY ORDER OF THE BOARD

ET 4

IAN GREGORY Company Secretary

EXPLANATORY MEMORANDUM

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

ORDINARY RESOLUTIONS

1. Re-Election and Election of Directors

$3¹$ Mr Richard A Tastula is required to resign under the director rotation provisions of Article 17.2 of the Company's Constitution. Mr Tastula, being eligible, has offered himself for re-election as a Director.

Richard Tastula, AWASM, FAUSIMM, FAICD

Mr Tastula (60) was appointed to the Board in February 1996 and has extensive experience in the mining industry. He was previously Managing Director of Homestake Gold of Australia Limited and a Vice President of Homestake Mining Company. He is Chairman of Titan Resources NL and the Australian Prospectors and Miners Hall of Fame. Mr Tastula is a member of the Audit Committee and Remuneration and Nomination Committee.

$1.2$ Dr Robert L Every was appointed as a Director during the year. As such, he is required to retire under Article 16.4 of the Company's Constitution. Dr Every, being eligible, has offered himself for election as a Director.

Robert Every, BSc, PhD, FTSE, FIE Aust, CP Eng

Dr Every (58) holds a Bachelor of Science degree and a PhD in Metallurgy and has considerable experience as a senior executive and as an Executive and Non-Executive Director of listed Australian and New Zealand companies.

He is currently the Managing Director and Chief Executive Officer of OneSteel Limited and Chairman of Steel and Tube Holdings Limited, NZ.

$\overline{2}$ . Non-Executive Directors' Remuneration

In accordance with Article 20 of the Company's Constitution and ASX Listing Rule 10.17 at present, the maximum aggregate amount payable annually as fees to non-executive directors of the Company (for their services as directors including their service on a Committee of Directors) is fixed at \$800,000 per annum.

The maximum aggregate fees payable to Directors were last increased at the 1999 AGM from \$400,000 to \$800,000 per annum. The proposal before the meeting is to increase the maximum aggregate amount of Directors' fees by \$300,000 to \$1,100,000 per annum. The Board considers that it is reasonable and appropriate at this time to seek an increase in fees for the following reasons:

• The nature and complexity of the Company's operations and the increased responsibilities of the Board; $\bullet$
• It will allow flexibility to appoint additional Directors with the appropriate qualifications, skills and experience for the benefit of the Company; and
• The increase will allow the Company to pay fees which are commensurate with the fees paid to Directors of companies of comparable size.

It is not intended to fully utilise the increased maximum aggregate fees in the immediate future.

The remuneration of each non-executive Director for the year ended 31 December 2003 is detailed on page 40 of the Company's Concise Annual Report 2003 and page 3 of the Company's Financial Report 2003.

Given their interest in the subject matter of this resolution, the Directors make no recommendation to shareholders on item 2.

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 Level 23, 140 St George's Terrace, Perth, Western Australia, 6000, facsimile number +61 (8) 9360 4777, 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 10th May 2004. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the meeting.