ILUKA RESOURCES LIMITED — Board/Management Information 2016

Jun 28, 2016

Australian Securities Exchange Notice

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29 June 2016

ILUKA ANNOUNCES APPOINTMENT OF CEO AND MANAGING DIRECTOR

Greg Martin, the Chairman of Iluka Resources Limited (Iluka), today announced the appointment of Tom O’Leary as the new Chief Executive Officer and Managing Director of Iluka, with a planned commencement date of 5 September 2016.

Tom will succeed David Robb, who has been Managing Director since October 2006.

Greg Martin stated:

“I am very pleased to announce Tom O’Leary’s appointment. Tom is a seasoned business executive, who has run complex businesses, most recently as Managing Director of Wesfarmers Chemicals, Energy & Fertilisers Division. He has a depth of business development and capital deployment experience, including major transactional experience. Tom provides an important continuity in terms of the capital disciplines and capital allocation abilities that I know our shareholders regard highly as distinguishing features of Iluka. I am sure he will provide a new perspective and a continued dynamism to our company.”

Tom O’Leary, Iluka’s CEO and Managing Director - elect, said:

“I’m excited and delighted to be given the opportunity to lead Iluka. I’ve been at Wesfarmers for over 15 years, where the primary objective has been to deliver satisfactory returns to shareholders. I understand that a similar objective, to be delivered through the application of sound financial disciplines, is also a core expectation of Iluka’s shareholders. I believe that is best achieved through the performance of highly engaged teams. I’m proud of the team I will leave in place in Wesfarmers Chemicals, Energy & Fertilisers and I look forward to working closely with the Iluka team.”

As foreshadowed in its ASX Release of 22 March 2016, the Board of Directors, as part of its succession planning, was targeting a transition during the second half of 2016. David will ensure a smooth transition to Tom’s commencement.

Attachments

Biographical information

Summary of material terms of executive employment agreement between Iluka Resources Limited and Thomas O’Leary

Investment market and media inquiries:

Dr Robert Porter General Manager, Investor Relations Phone: + 61 (0) 3 9225 5008 Mobile: +61 (0) 407 391 829 Email: robert.porter@iluka.com

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Iluka Resources Limited • ABN 34 008 675 018 • Level 23 140 St Georges Terrace Perth WA 6000 GPO Box U1988 Perth WA 6845 • T +61 8 9360 4700 • F +61 8 9360 4777 • www.iluka.com

Biographical Information – Tom O’Leary

Employment Experience

2010 – Present Managing Director, Wesfarmers Chemicals, Energy & Fertilisers Perth, Western Australia

• led merger of Wesfarmers Energy Division with Chemicals & Fertilisers Division

• • led the rationalisation of portfolio through the divestment of enGen; 40% interest in Air Liquide WA; east coast operations of Kleenheat.

2009 – 2010 Managing Director, Wesfarmers Energy, Perth, Western Australia

2000 – 2009 Executive General Manager Wesfarmers Limited, Business Development

• acquisition of ASX listed Howard Smith (and project management of integration of Bunnings Warehouse and Hardwarehouse)

• sale of Landmark to ASX listed AWB

• purchase of Lumley Insurance

• expansion infrastructure for Curragh North coking coal mine

• sale of ARG to Babcock & Brown and Queensland Rail (now Aurizon)

• acquisition of ASX listed Coles Group

1998 – 2000 Director, Nikko Principal Investments Limited, London, United Kingdom

• 1997 – 1998 Director Nomura International plc, London, United Kingdom

1990 – 1997 Solicitor, Allen & Overy - London, United Kingdom

1988 – 1990 Robinson Cox (now Clayton Utz) – Perth, Western Australia

Directorships / Committees

Clontarf Foundation (Director since 2006) International Fertilizer Association (Director since 2013) Edith Cowan University Council (Council Member since 2016)

Education/Qualifications

Bachelor of Laws (LLB), University of Western Australia, 1987 Bachelor of Jurisprudence (BJuris), University of Western Australia, 1986 Harvard Advanced Management Program, Harvard Business School, 2008

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Summary of material terms of executive employment agreement between Iluka Resources Limited and Thomas O’Leary

Position	CEO and Managing Director.
Commencement	5 September 2016.
date
Term	No fixed term. Ongoing until terminated by either party in accordance with
	the Employment Agreement (see ‘termination of employment’ below).
Total Fixed	$1,400,000 (including superannuation), reviewed annually.
Remuneration
(TFR)
Short Term	No FY16 short term incentive (STI) award entitlement.
Incentive(STI) for FY16	Mr O’Leary’s participation in, and the operation of, future year STI awards issubject to Board discretion.
Long Term	Mr O’Leary will be entitled to participate in the Company’s current long term
Incentive	incentive (LTI) award scheme for FY16. Mr O’Leary will be granted rights to
(LTI) for FY16	shares in the Company with a face value of $1,680,000 (being, 120% of
	TFR). Vesting of the LTI award will be subject to satisfaction of the
	Company’s standard 2016 LTI performance hurdles for executives except
	that it will be tested over a performance period of four-years and three
	months commencing on 1 October 2016.
	Mr O’Leary’s participation in, and the operation of, future year LTI awards is
	subject to Board discretion.

• Compensation for In consideration of the fact that Mr O’Leary will forego existing incentive foregone incentive rights that he may otherwise have become entitled to with his previous employer, Mr O’Leary will be granted rights to shares in the Company in three tranches (all of which will be performance tested):

  • Tranche 1 of the rights will have a face value of $952,000 and will be tested based on performance over a period from 1 October 2016 to 31 December 2017.

  • Tranche 2 of the rights will have a face value of $1,250,000 and will be tested based on performance over a period from 1 October 2016 to 31 December 2018.

  • Tranche 3 of the rights will have a face value of $1,050,000 and will be tested based on performance over a period from 1 October 2016 to 31 December 2019.

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Half of the rights in each tranche will be subject to a return on equity performance hurdle and the other half will be subject to a relative total shareholder return performance hurdle.

Termination of employment

Either party may terminate the Employment Agreement by giving 6 months’ notice. The Company may require Mr O’Leary to serve out the notice or may elect to pay Mr O’Leary in lieu of working out the notice period.

The Company may summarily terminate Mr O’Leary’s employment without notice in certain circumstances (including serious misconduct).

Mr O’Leary may terminate the Employment Agreement without notice if a fundamental change occurs in his role or responsibilities. In this case Mr O’Leary is entitled to a payment equivalent to 6 months’ TFR and any incentives will be treated in accordance with the terms of the relevant incentive arrangements on a basis consistent with termination by the Company.

Mr O’Leary and the Company may also agree to terminate Mr O’Leary’s employment by mutual agreement, in which case Mr O’Leary is entitled to a payment equivalent to 6 months’ TFR.

Post-employment A 6 month restraint provision applies. restraint

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