ILUKA RESOURCES LIMITED — Major Shareholding Notification 2011

Jan 13, 2011

500 Boylston Street Boston, MA 02116 USA Phone: (617)-954-5814 Fax: (617)-210-8935

MFS Investment
Management

To:	ASX - Customer Service	From:	Robert Flaherty
Fax:	61297780999	Date:	January 13, 2011
Phone:		Pages:	7 (including this cover page)
Re:	Form 604	CC:
$\boxdot$ Urgent	$\square$ For Review	$\Box$ Please Comment	$\square$ Please Reply	O Please Recycle

*Comments: On behalf of MFS Investment Management (MFS), please accept this notice as a change of interest ceasing to be a substantial shareholder in Iluka Resources Limited; as of 11/01/11, MFS held less than 5.00% of Iluka Resources Limited. Please find to follow a completed and signed Form 604. Thank you.

604 page 1/2 15 July 2001

Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme	Iluka Resources Limited
ACN/ARSN	008 675 018

1. Details of substantial holder(1)

Name	MFS Investment Management on behalf of Sun Life Financial Inc.
ACN/ARSN (if applicable)

There was a change in the interests of the substantial holder on	11/01/11
The previous notice was given to the company on	20/12/10
The previous notice was dated	17/12/10

2. Previous and present voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) $\frac{1}{2}$ in when last required, and

Class of securities (4)	Previous notice ---	--------	$-$ Present notice	$\frac{1}{2} \left( \frac{1}{2} \right) \left( \frac{1}{2} \right) \left( \frac{1}{2} \right) \left( \frac{1}{2} \right) \left( \frac{1}{2} \right) \left( \frac{1}{2} \right) \left( \frac{1}{2} \right) \left( \frac{1}{2} \right) \left( \frac{1}{2} \right) \left( \frac{1}{2} \right) \left( \frac{1}{2} \right) \left( \frac{1}{2} \right) \left( \frac{1}{2} \right) \left( \frac{1}{2} \right) \left( \frac{1}{2} \right) \left( \frac{1}{2} \right) \left( \frac$
	Person's votes	Voting power (5) ----	Person's votes	Voting power (5)
See Annexure А.	.	------
سيسا				THE R. P. LEWIS CO., LANSING.

3. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or schome, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:

Date of change	Person whose relevant interest changed	Nature of change (6)	Consideration given in relation to change (7)	Class and number of securities affected	Person's votes affected
	See Annexure A

4. Present relevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder (8)	Nature of relevant Interest (6)	. Class and number of securities	Person's votes
lSee	Annexure A		---

$\bar{~}$

504 page 2/2 15 July 2001

5. Changes in association

The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

Name and ACN/ARSN (if applicable)	_ Nature of association
See nnexure --- _	_
	---- ------ ----

6. Addresses

The addresses of persons named in this form are as follows:

The Committee of the Committee Name ---- . __	Address -----
' See Annexure A --- -
But 15	-----

Signature

Print name Robert R. Flaherty	Compliance Officer - Espacity Vice President
sign here Bobet 70gl	date $1/3/11$
DIRECTIONS

• $(1)$ If there are a number of substantial holders with similar or related relevant Interests (eg. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of cach group, with the names and addresses of members is clearly set out in paragraph 6 of the form.
• $(2)$ See the definition of "associate" in section 9 of the Corporations Act 2001.
• $\left( 3\right)$ See the definition of "relevant interest" in sections 508 and 6718(7) of the Corporations Act 2001.
• $(4)$ The voting shares of a company constitute one class unless divided into separate classes.
• $(5)$ The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
• $(5)$ Include details of:
• any relevant agreement or other dirdumstances because of which the change in relevant interest occurred. If subsection 6718(4) applies, a copy of any (a) document selting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and
• $\langle 0 \rangle$ any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

• $\left( 7\right)$ Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, becomie entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.
• $\omega$ If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write "unknown".
• $\langle 9 \rangle$ Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.

This is Annexure A of 4 pages referred to in Form 604 Notice of Initial Substantial Holder lodged on behalf of MFS Investment Management in relation to ILUKA RESOURCES LIMITED

ROBERT R. FLAHERTY NAME:

CAPACITY:

DATE:

SIGN:

VICE PRESIDENT

COMPLIANCE OFFICER

1. PREVIOUS AND PRESENT VOTING POWER

voting interersts in the scheme that that substantial holder or an associate (2) had to give a substantial holding notice ot the compnay or scheme, are as follows: The total number of votes attached to all the voting shares in the company or a relevant interest (3) in when last reequired, and when now required,

CLASS OF SECURITIES: PREVIOUS NOTICE	NUMBER OF SECURITIES	PERSON'S VOTE	VOTING POWER
ORD (MFS - MASSACHUSETTS FINANCIAL SERVICES COMPANY)	17,132,534.00	17,132,534.00	4.09%
ORD (MFSHE - MFS HERITAGE TRUST COMPANY)	709,430.00	709,430.00	0.17%
ITUTIONAL ADVISORS, ORD (MFSI - MFS INST $\vec{S}$	2,053,987.00	2,053,987.00	0.49%
ORD (MIL - MFS INTERNATIONAL LTD.)	1,038,531.00	1,038,531.00	0.25%
TOTAL:		20,934,482.00	5.00%

JRITIES: PRESENT NOTICE CLASS OF SECU	NUMBER OF	PERSON'S VOTE	VOTING POWER
	SECURITIES
ORD (MFS - MASSACHUSETTS FINANCIAL	16,776,872.00	16,776,872.00	4.01%
SERVICES COMPANY)
ORD (MFSHE - MFS HERITAGE TRUST	647,644.00	647,644.00	0.15%
COMPANY)
INSTITUTIONAL ADVISORS, DRD (MFSI - MFS	1,903,528.00	1,903,528.00	0.45%
ਹੂ
ORD (MIL - MFS INTERNATIONAL LTD.)	1,029,397.00	1,029,397.00	0.25%
TAL:			4.86%

1. PREVIOUS AND PRESENT VOTING POWER (continued)

3. CHANGES IN RELEVANT INTERESTS

Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:

DATE OF	PERSON WHOSE RELEVANT INATURE OF CHANGE		CONSIDERATION	CLASS AND NUMBER	PERSON'S VOTES
CHANGE	INTEREST CHANGED		GIVEN IN RELATION	OF SECURITIES	AFFECTED
			TO CHANGE	AFFECTED
	18/12/10 to MFS - MASSACHUSETTS	Market Sale	ORD Average price	ORD (355,662)	$-0.08\%$
11/01/11	FINANCIAL SERVICES		of 8.752 AUD
	18/12/10 to MFSHE - MFS HERITAGE TRUST Market Sale		ORD Average price	ORD (61,786)	0.02%
11/01/11	COMPANY		of 8.752 AUD
	18/12/10 to MFSI - MFS INSTITUTIONAL	Market Sale	ORD Average price	ORD (150,459)	-0.04%
11/01/11	ADVISORS, INC.		of 8.752 AUD
	18/12/10 to MIL-MFS INTERNATIONAL	Market Sale	ORD Average price	ORD (9,134)	0.00%
11/01/11	ΕP.		of 8.752 AUD
	TOTAL:			ORD (577,041)	$-0.14%$

$\sqrt{ }$

Τ

Τ

$\bar{z}$

HOLDER OF RELEVANT INTEREST	REGISTERED HOLDER	PERSON ENTITLED	NATURE OF RELEVANT INTEREST	CLASS AND	PERSON'S
	OF SECURITIES	TO BE REGISTERED		NUMBER OF	NOTES
		AS HOLDER		SECURITIES
MFS - MASSACHUSETTS FINANCIAL SERVICES	Various Custodian Banks Various Institutional		Each "Holder of Relevant interest" has the	ORD 16,776,862	$4.01\%$
COMPANY		Clients and/or	capacity to exercise the power to vote and/or
		Pooled Products	dispose of the shares on behalf of its client
			portfolios (e.g., pooled products and/or
			institutional accounts).
MESHE - MES HERITAGE TRUST COMPANY	Various Custodian Banks Various Institutional		Each "Holder of Relevant Interest" has the	ORD 647,644	0.15%
		Clients and/or	capacity to exercise the power to vote and/or
		Pooled Products	dispose of the shares on behalf of its client
			portfolios (e.g., pooled products and/or
			institutional accounts).
MFSI - MFS INSTITUTIONAL ADVISORS, INC.	Various Custodian Banks Various Institutional		Each "Holder of Relevant Interest" has the	ORD 1,903,528	0.45%
		Clients and/or	capacity to exercise the power to vote and/or
		Pooled Products	dispose of the shares on behalf of its client
			portfolios (e.g., pooled products and/or
			institutional accounts).
MIL - MFS INTERNATIONAL LTD.	Various Custodian Banks Various Institutional		Each "Holder of Relevant Interest" has the	ORD 1,029,397	0.25%
		Clients and/or	capacity to exercise the power to vote and/or
		Pooled Products	dispose of the shares on behalf of its client
			portfolios (e.g., pooled products and/or
			institutional accounts).
TOTAL:				ORD 20,357,441	4.86%

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

1. PRESENT RELEVANT INTERESTS

١

association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows: The persons who have become associates(2) of, ceased to be associates of, or have changed the nature of their

NAME AND CAN/ARSN (IF APPLICABLE)	NATURE OF ASSOCIATION
JUN LIFE FINANCIAL INC. (SUN LIFE)	Sun Life is a related Body Corporate of MFS and its
	Subsidiaries.
AASSACHUSETTS FINANCIAL SERVICES COMPANY (MFS)	MFS is a related Body Corporate of Sun Life Financial,
	ن ≘
COMPANY (MFSHE) MFS HERITAGE TRUST (	MFSHE is a related Body Corporate of MFS
AFS INSTITUTIONAL ADVISORS, INC. (MFSI)	MFSI is a related Body Corporate of MFS
AFS INTERNATIONAL LTD. (MIL)	MIL is a related Body Corporate of MFS

6. ADDRESSES

The addresses of persons named in this form are as follows:

AND CAN/ARSN (IF APPLICABLE) NAME	NATURE OF ASSOCIATION
SUN LIFE FINANCIAL INC.	150 King Street West,
	Toronto, ON M5H 1J9 Canada
MASSACHUSETTS FINANCIAL SERVICES COMPANY (MFS)	500 Boylston Street, Boston, Massachusetts 02116
	י בי
MES HERITAGE TRUST COMPANY (MESHE)	500 Boylston Street, Boston, Massachusetts 02116
	U.S.A.
MFS INSTITUTIONAL ADVISORS, INC. (MFSI)	500 Boylston Street, Boston, Massachusetts 02116
	JS S
LTD. (MIL) MFS INTERNATIONAL	Canon's Court, 22 Victoria Street, Hamilton, HM12,
	Bermuda

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