ILUKA RESOURCES LIMITED — Major Shareholding Notification 2012

Jul 22, 2012

DATE: July 20, 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:

NAME: Australian Securities Exchange

FORM 603- NOTICE OF INITIAL SUBSTANTIAL $RE:$ SHAREHOLDER

FAX NUMBER: +61 2 9778 0999

COMMENTS:

Please find attached Form 603- Notice of Initial 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

603 page 1/2 15 July 2001

Form 603

Corporations Act 2001 Section 671B

Notice of initial substantial holder

Io Company Name/Scheme	Iluka Resources Limited
ACN/ARSN	008 675 018
1. Details of substantial holder (1) Name ACN/ARSN (if applicable)	MFS Investment Management on behalf of Sun Life Financial Inc. N/A
The holder became a substantial holder on	18/07/2012

2. Details of 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 on the date the substantial holder

Class of securities (4)	Number of securities	Person's votes (5)	Voting power (6)
See Annexure A

3. Details of relevant interests

The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:

Holder of relevant interest	Nature of relevant interest (7)	Class and number of securities
See Annexure A

4. Details of present registered holders

The persons registered as holders of the securities referred to in paragraph 3 above are as follows:

Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder (8)	Class and number of securities
See Annexure A

5. Consideration

The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows:

Holder of relevant interest	Date of acquisition	Consideration (9)		Class and number of securities
See Annexure A		Cash	Non-cash

page 2/2 15 July 2001 603

6. Associates

The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:

Name and ACN/ARSN (if applicable)	Nature of association
s See Annexure A

7. 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

$\overline{1}$

date

sign here See Annexure A

See Annexure A

$\overline{1}$

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 each group, with the names and addresses of members is clearly set out in paragraph 7 of the form
• $(2)$ See the definition of "associate" in section 9 of the Corporations Act 2001.
• $(3)$ See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
• $(4)$ The voting shares of a company constitute one class unless divided into separate classes.
• $(5)$ The total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an associate has a relevant interest in.
• The person's votes divided by the total votes in the body corporate or scheme multiplied by 100. $(6)$
• $(7)$ include details of:
• any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of any document setting out $(a)$ 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 contra
• $\left( 0 \right)$ 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.

• 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". $(8)$
• $(9)$ 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, become 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.

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:

COMPLIANCE OFFICER VICE PRESIDENT 6109

DATE: Ret. Z SIGN:

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,

16,776,872.00 647,644.00 1,903,528.00 SECURITIES ORD (MFSI - MFS INSTITUTIONAL ADVISORS, ORD (MFS - MASSACHUSETTS FINANCIAL ORD (MFSHE - MFS HERITAGE TRUST SERVICES COMPANY) COMPANY) ु ≧	16,776,872.00	4.01%
	647,644.00	0.15%
	1,903,528.00	0.45%
1,029,397.00 ORD (MIL - MFS INTERNATIONAL LTD.)	1,029,397.00	0.25%
TOTAL:		4.86%

$\ddot{\phantom{1}}$

CLASS OF SECURITIES: PRESENT 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 COMPANY)	1,123,758.00	1,123,758.00	0.27%
ORD (MFSI - MFS INSTITUTIONAL ADVISORS, । ≧	2,572,018.00	2,572,018.00	0.61%
ORD (MILUK - MFS INTERNATIONAL (U.K) Ξ	460,404.00	460,404.00	0.11%
TOTAL:		21,083,992.00	5.04%

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
	M8- MCLEAN BUDDEN LIMITED Market Purchase		ORD Average price	ORD 599,723	0.14%
11/01/11 to			of 13.83 AUD
8/07/12
$1/01/11$ to	MFS MASSACHUSETTS	Market Sale	ORD Average price	ORD (448,783)	AII%
8/07/12	FINANCIAL SERVICES		of 13.83 AUD
$1/01/11$ to	MFSHE - MFS HERITAGE TRUST Market Purchase		ORD Average price	ORD 476,114	0.12%
18/07/12	COMPANY		of 13.83 AUD
$1/01/11$ to	MFSI - MFS INSTITUTIONAL	Market Purchase	ORD Average price	ORD 668,490	0.16%
18/07/12	ADVISORS, INC.		of 13.83 AUD
$1/01/11$ to	MIL-MFS INTERNATIONAL	Market Sale	ORD Average price	ORD (1,029,397)	0.25%
18/07/12	Ë		of 13.83 AUD
11/01/11 to	MILUK - MFS INTERNATIONAL	Market Purchase	ORD Average price	ORD 450,404	$0.11\%$
18/07/12	(U.K) LTD.		of 13.83 AUD
	TOTAL:			ORD 726,551	0.18%

ı

$\hat{\boldsymbol{\theta}}$

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

HOLDER OF RELEVANT INTEREST	ED HOLDER REGISTERI	PERSON ENTITLED	NATURE OF RELEVANT INTEREST	CLASS AND NUMBER PERSON'S
	TTES OF SECURI	TO BE REGISTERED AS HOLDER		OF SECURITIES	VOTES
MB- MCLEAN BUDDEN LIMITED	stodian Various Cu Banks	Various Institutional Clients and/or	capacity to exercise the power to vote and/or Each "Holder of Relevant Interest" has the	ORD 599,723	0.14%
		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 16,328,089	3.90%
COMPANY	Banks	Clients and/or	capacity to exercise the power to vote and/or
		Pooled Products	dispose of the shares on behalf of its dient
			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, 123, 758	0.27%
	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 2,572,018	0.61%
	Banks	Clients and/or	capacity to exercise the power to vote and/or
		Pooled Products	dispose of the shares on behalf of its dient
			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 460,404	0.11%
	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 21.083.992	5 በ4%

l,

$\frac{1}{2}$

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

$\hat{\mathcal{A}}$

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
SUN LIFE FINANCIAL INC. (SUN LIFE)	Sun Life is a related Body Corporate of MFS and its
	Subsidiaries.
MASSACHUSETTS FINANCIAL SERVICES COMPANY (MFS)	MFS is a related Body Corporate of Sun Life Financial,
MFS HERITAGE TRUST COMPANY (MFSHE)	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)	MILUK 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:

$\bar{\beta}$