ILUKA RESOURCES LIMITED — Major Shareholding Notification 2012

Sep 12, 2012

DATE: September 12, 2012

FROM: Robert Flaherty VP, Compliance Officer MFS Investment Management, Boston, MA, USA

PHONE: (617)-954-5814

$(617)$ 210-8935 $FAX:$

TOTAL NUMBER OF PAGES TRANSMITTED INCLUDING COVER: 7

TRANSMISSION BEING SENT TO:

Australian Securities Exchange NAME:

FORM 604- NOTICE OF CHANGE OF INTERESTS OF RE: SUBSTANTIAL SHAREHOLDER

FAX NUMBER: +61 2 9778 0999

COMMENTS:

Please find attached Form 604- Notice of change of interests of substantial shareholder for Iluka Resources Limited from the Massachusetts Financial Services Company on behalf of Sun Life Financial, Inc.

Please do not hesitate to contact me at (617)-954-5814 should you have any questions

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)	N/A

There was a change in the interests of the substantial holder on	10/09/2012
The previous notice was given to the company on	20/07/2012
The previous notice was dated	20/07/2012

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) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:

Class of securities (4)	Previous notice		Present notice
	Person's votes	Voting power (5)	Person's votes	Voting power (5)
See Annexure A

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 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:

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
See Annexure A

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 Annexure A

6. Addresses

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

Name	Address
See Annexure A
		---

Signature

print name See Annexure A	capacity

See Annexure A

sign here See Annexure A date See Annexure A

DIRECTIONS

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 $(1)$ 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 each group, with the names and addresses of members is clearly set out in paragraph 6 of the form.

• See the definition of "associate" in section 9 of the Corporations Act 2001. $(2)$
• See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001. $(3)$
• The voting shares of a company constitute one class unless divided into separate classes. $(4)$
• The person's votes divided by the total votes in the body corporate or scheme multiplied by 100. $(5)$
• Include details of: $(6)$
• any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, a copy of any (a) document setting 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
• 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 $(b)$ 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.

• 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, becom e $\sqrt{(7)}$ 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 entitled to receive in relation to that acquisition 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.
• 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". $(8)$
• Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice. $(9)$

ANNEXURE A

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

ROBERT R. FLAHERTY NAME:

CAPACITY:

COMPLIANCE OFFICER VICE PRESIDENT

/2//2

DATE: $244$ SIGN:

1. PREVIOUS AND PRESENT VOTING POWER

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

CLASS OF SECURITIES: PREVIOUS NOTICE	NUMBER OF	PERSON'S VOTE	VOTING POWER
	SECURITIES
ORD (MB - MCLEAN BUDDED LIMITED)	599,723.00	599,723.00	0.14%
ORD (MFS - MASSACHUSETTS FINANCIAL SERVICES COMPANY)	16,328,089.00	16,328,089.00	3.90%
ORD (MFSHE - MFS HERITAGE TRUST	1,123,758.00	1,123,758.00	0.27%
ORD (MFSI - MFS INSTITUTIONAL ADVISORS, COMPANY)	2,572,018.00	2,572,018.00	0.61%
ORD (MILUK - MFS INTERNATIONAL (U.K) ن ح	460,404.00	460,404.00	0.11%
TOTAL:		21,083,992.00	5.04%

$\hat{\boldsymbol{\beta}}$

2. PREVIOUS AND PRESENT VOTING POWER (continued)

CLASS OF SECURITIES: PRESENT NOTICE	NUMBER OF SECURITIES	PERSON'S VOTE	VOTING POWER
ORD (MB - MCLEAN BUDDED LIMITED	805,218.00	805,218.00	0.19%
ORD (MFS - MASSACHUSETTS FINANCIAL SERVICES COMPANY)	20,120,930.00	20,120,930.00	4.81%
ORD (MFSHE - MFS HERITAGE TRUST COMPANY)	1,220,205.00	1,220,205.00	0.29%
ORD (MFSI - MFS INSTITUTIONAL ADVISORS, ु ≧	2,811,133.00	2,811,133.00	0.67%
ORD (MILUK - MFS INTERNATIONAL (U.K) Ξ	489,081.00	489,081.00	0.12%
TOTAL:		25,446,567.00	6.08%

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 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
UANGE	INTEREST CHANGED		GIVEN IN RELATION	OF SECURITIES	AFFECTED
			TO CHANGE	AFFECTED
	19/07/12 to MB- MCLEAN BUDDEN LIMITED Market Purchase		ORD Average price	ORD 205,495	0.05%
0/09/12			of 9.63 AUD
	19/07/12 to IMFS - MASSACHUSETTS	Market Purchase	ORD Average price	ORD 3,792,841	0.91%
0/09/12	FINANCIAL SERVICES		of 9.63 AUD
19/07/12 to	IMFSHE - MFS HERITAGE TRUST Market Purchase		ORD Average price	ORD 96,447	0.02%
10/09/12	COMPANY		of 9.63 AUD
19/07/12 to	IMFSI - MFS INSTITUTIONAL	Market Purchase	ORD Average price	ORD 239,115	0.06%
0/09/12	ADVISORS, INC.		of 9.63 AUD
	19/07/12 to MILUK - MFS INTERNATIONAL Market Purchase		ORD Average price	ORD 28,677	0.01%
10/09/12	(U.K) LTD.		of 9.63 AUD
	TOTAL:			ORD 4,362,575	1.04%

I î

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

			NATURE OF RELEVANT INTEREST	CLASS AND NUMBER PERSON'S
HOLDER OF RELEVANT INTEREST	REGISTERED HOLDER	PERSON ENTITLED			VOTES
	OF SECURITIES	TO BE REGISTERED		OF SECURITIES
		AS HOLDER		ORD 805,218	0.19%
MB-MCLEAN BUDDEN LIMITED	Various Custodian	Various Institutional	Each "Holder of Relevant Interest" has the
	Banks	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).
MFS - MASSACHUSETTS FINANCIAL SERVICES	Various Custodian	Various Institutional	Each "Holder of Relevant Interest" has the	ORD 20,120,930	4.81%
COMPANY	Banks	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).
MFSHE - MFS HERITAGE TRUST COMPANY	Various Custodian	Various Institutional	Each "Holder of Relevant Interest" has the	ORD 1,220,205	0.29%
	Banks	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	Various Institutional	Each "Holder of Relevant Interest" has the	ORD 2,811,133	0.67%
	Banks	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).
MILUK - MFS INTERNATIONAL (U.K) LTD.	Various Custodian	Various Institutional	Each "Holder of Relevant Interest" has the	ORD 489,081	0.12%
	Banks	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 25,446,567	6.08%

$\frac{1}{1}$

$\bar{z}$

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 fol

NAME AND CAN/ARSN (IF APPLICABLE)	NATURE OF ASSOCIATION
ISUN LIFE FINANCIAL INC. (SUN LIFE)	Sun Life is a related Body Corporate of MFS and its
	Subsidiaries.
IMASSACHUSETTS FINANCIAL SERVICES COMPANY (MFS)	MFS is a related Body Corporate of Sun Life Financial,
IMES HERITAGE TRUST COMPANY (MESHE)	MFSHE is a related Body Corporate of MFS
MFS INSTITUTIONAL ADVISORS, INC. (MFSI)	MFSI is a related Body Corporate of MFS
MFS INTERNATIONAL (U.K) LTD. (MILUK)	VILUK is a related Body Corporate of MFS
MCLEAN BUDDEN LIMITED	MB is a related Body Corporate of MFS

6. ADDRESSES

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

NAME AND CAN/ARSN (IF APPLICABLE)	NATURE OF ASSOCIATION
SUN LIFE FINANCIAL INC.	Toronto, ON M5H 1J9 Canada 150 King Street West,
MASSACHUSETTS FINANCIAL SERVICES COMPANY (MFS)	500 Boylston Street, Boston, Massachusetts 02116 ≱ הי
MFS HERITAGE TRUST COMPANY (MFSHE)	500 Boylston Street, Boston, Massachusetts 02116 วัง
IMFS INSTITUTIONAL ADVISORS, INC. (MFSI)	500 Boylston Street, Boston, Massachusetts 02116 U.S.A.
IMFS INTERNATIONAL (U.K) LTD. (MILUK)	Paternoster House, 65 St. Paul's Churchyard, London EC4M 8AB, U.K.
IMCLEAN BUDDEN LIMITED	145 King Street West, Suite 2525, Toronto, Ontario, Canada M5H 118