ILUKA RESOURCES LIMITED — Major Shareholding Notification 2012

May 13, 2012

`Form 604

Corporations Law Section 671B Notice of change of interests of substantial holder

ToCompany Name/Scheme	Iluka Resources
ACN/ARSN
1. Details of substantial holder (1)
Name	M&G Investment Funds (1)
	M&G Investment Management Limited
	M&G Limited
	M&G Group Limited
	M&G Securities Limited
	Jackson National Asset Management LLC
	Curian Capital LLC
	Prudential plc
ACN/ARSN (if applicable)
There was a change in the interests	10 May 2012
of the substantial holder on
The previous notice was given to the	21 December 2011
company on
The previous notice was dated	21 December 2011

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 Security (4)	Previous Notice	Previous Notice	Present Notice	Present Notice
	Person’s votes	Voting Power (5)	Person’s votes	Voting Power (5)
Ordinary	36,765,206	8.78%	33,033,691	7.88%

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
	M&G Investment Funds (1) M&G Investment Management Limited M&G Limited M&G Group Limited Limited M&G Securities Limited Prudential plc Jackson National Asset Management LLC Curian Capital LLC
		PLEASE SEE ANNEX 1 (Below)

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Holder of relevant interest	Registered holder of securities	Person entitled to be registered asholder	Nature of relevant interest	Class and number ofsecurities
M&G Investment Management Limited, M&G Limited, M&G Group Limited, Prudentialplc	Chase Nominees Ltd	Chase Nominees Ltd	Power to dispose of, or control the exercise of a power to dispose of the securities	8,800,000
M&G Investment Management Limited, M&G Limited, M&G Group Limited, M&G Securities Limited Prudential plc M&G Investment Funds (1)	State Street Nominees Ltd A/C GMBM	State Street Nominees Ltd A/C GMBM		22,450,000
				560,000
M&G Investment Management Limited, M&G Limited, M&G Group Limited, M&G Securities Limited Prudential plc M&G Investment Funds(1)	State Street Nominees Ltd A/C A/C GMBS	State Street Nominees Ltd A/C A/C GMBS
M&G Investment Management Limited, M&G Limited, M&G Group Limited, Prudential plc	JNL/M&G GLOBAL BASICS FUND	JNL/M&G GLOBAL BASICS FUND		799,776
Prudential Staff Pensions Ltd Prudential plc	JP Morgan Nominees	JP Morgan Nominees		20,771
M&G Investment Management Limited, M&G Limited, M&G Group Limited, The Prudential Assurance Company Limited, Prudential plc	PRUCLT HSBC GIS NOM(UK) PPL AC Jackson National Asset Management LLC	PRUCLT HSBC GIS NOM(UK) PPL AC Jackson National Asset Management LLC		22,602 372,742
Jackson National Asset Management Plc LLC, Prudential Plc
Curian Capital LLC Prudential PLC	Curian capital LLC	Curian capital LLC		7,800

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of, or control
the exercise of a
power to dispose
of, the
securities

5. Changes in association

The persons who have been 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:

ests in the company or scheme are as follows:
Name and CAN/ARSN (if applicable)	Nature of association
M&G Investment Funds (1)	An Open Ended Investment Company (Separate Legal Entity, not within the Prudential plc group of companies), the assets are managed by M&G Investment Management Limited, which is a wholely owned subsidiary of Prudential Plc, as are M&G Limited and M&G Group Limited and as such these companies are included within this notice.

6. Addresses

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

Name	Address
M&G Investment Funds(1)	Laurence Pountney Hill, London EC4R 0HH, England
M&G Securities Limited	Laurence Pountney Hill, London EC4R 0HH, England
M&G Investment Management Limited	Laurence Pountney Hill, London EC4R 0HH, England
M&G Limited	Laurence Pountney Hill, London EC4R 0HH, England
M&G Group Limited	Laurence Pountney Hill, London EC4R 0HH, England
Prudential plc	Laurence Pountney Hill, London EC4R 0HH, England
State Street Nominees Limited	20 Churchill Place , Canary Wharf , London, E14 5HJ, England 1 Corporate Way, Michigan, USA
Jackson National Asset Management PLC
Curian Capital LLC	1 Corporate Way, Michigan, USA

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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 Law.
(3)	See the definition of “relevant interest” in sections 608 and 671B(7) of the Corporations Law.
(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.
(6)	The person’s votes divided by the total votes in the body corporate or scheme multiplied by 100.
(7)	Include details of:
	(a) 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
	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
	(b) 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 Law.
(8)	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”.
(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.

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Annex 1: Transactions 21 December 2011 to 10 May 2012

Holder of relevant interest	Date of acquisition	Consideration (9)	Consideration (9)	Class and number of securities
		Cash	Non-cash	OrdNPV
Curian Capital LLC Prudential plc (CURN)	09-Feb-12 27-Apr-12 02-May-12 03-May-12 04-May-12 07-May-12 09-May-12	N/A N/A N/A N/A N/A N/A N/A		1,750 200 200 3,600 1,400 850 -200
M&G Investment Management Limited M&G Limited M&G Group Limited Prudential plc (JNL/M&G Global Basics Fund) - JBCS	15-Feb-12	-350,602		-20,734
Jackson National Asset Management LLC, Prudential Plc (JNAM)	11-Jan-12 20-Jan-12 23-Jan-12 24-Jan-12 25-Jan-12 26-Jan-12 01-Feb-12 13-Feb-12 15-Mar-12 16-Mar-12 21-Mar-12 27-Mar-12 28-Mar-12 02-Apr-12 11-Apr-12 19-Apr-12 25-Apr-12 01-May-12 04-May-12 07-May-12	N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A		4,392 58,700 53,100 51,000 58,700 1,900 -58,700 2,100 4,300 34,800 34,800 -34,800 1,600 2,600 3,841 6,900 21,600 9,800 4,500 36,100
M&G Investment Management Limited, M&G Limited, M&G Group Limited, Prudential plc (PRUCLT HSBC GIS NOM(UK) PPL AC – PPLIA)	27-Jan-12 22-Mar-12	-15,957 -10,794		-859 -621
M&G Investment Management Limited, M&G Limited, M&G Group Limited, Prudential plc (Chase Nominees Ltd) - VANG	04-Jan-12 05-Jan-12 06-Jan-12 17-Jan-12 15-Feb-12	-4,758,154 -3,869,945 -7,789,604 -3,235,057 -4,227,385		-300,000 -250,000 -500,000 -200,000 -250,000
M&G Investment Management Limited, M&G Limited, M&G Group Limited, M&G Securities Limited	17-Jan-12 23-Jan-12 15-Feb-12	-3,235,057 -5,457,726 -4,227,385		200,000 300,000 250,000

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Prudential plc M&G Investment Funds (1) (State Street Nominees Limited A/C GMBM) - AUST	05-Apr-12 10-Apr-12 07-May-12 10-May-12	-8,870,024 -8,729,905 -4,018,967 -6,753,616		500,000 500,000 250,000 500,000
Prudential Staff Pensions Ltd Prudential plc (JP Morgan Nominees) – PSPS	03-Jan-12 09-Mar-12 04-Apr-12	N/A N/A N/A		-2,064 -3,324 -1,308
M&G Investment Management Limited, M&G Limited, M&G Group Limited, Prudential plc (DMY Notifiable Aust & NZ Holdings ANZ)	21-Mar-12	N/A		-3,000
M&G Investment Management Limited, M&G Limited, M&G Group Limited, Prudential plc (HSBC Seoul GL Basics Mother Fund KBAS)	15-Feb-12 23-Feb-12 06-Mar-12 12-Mar-12 14-Mar-12	-5,225 -5,812 -11,726 -19,406 -36,092		-309 -327 -692 -1,161 -2,149

N/A - Transactions do not have a Cash value as only our holding position is recorded on M&G systems

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