ILUKA RESOURCES LIMITED — Major Shareholding Notification 2013

Nov 21, 2013

Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme	Iluka Resources Ltd.
ACN/ARSN	008 675 018
1. Details of substantial holder (1)
Name	RS Investment Management Co. LLC
ACN/ARSN (if applicable)
There was a change in the interests of the substantial holder on	19 / 11 / 2013
The previous notice was given to the company on	19 / 11 / 2013
The previous notice was dated	14 / 11 / 2013

2. Previous and present voting power

$_{\rm rev}$ .

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 r

Class of securities (4)	Previous notice		Present notice
	Person's votes	Voling power (5) -----	Person's votes	Voling power (5) سيغضب والتو
Ordinary shares	29,870,526	7.13	34.188.739	8.17

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

Date of change	Person whose relevant interest changed	Nature of change	Consideration given in relation to change (7)	Class and number of securilios affected	Person's votes affected
15-Nov-13	RS Investment Management Co. LLC	Acquisition of shares	3,887,765	403.132	391,575
15-Nov-13	RS Investment Management Co. LLC	Acquisition of shares	629,294	64.502	64,602
18-Nov-13	RS Investment Management Co. LLC	Acquisition of shares	3,350,340	350,000	339,953
18-Nov-13	RS Investment Management Co. LLC	Acquisition of shares	7,895,085	825,000	801,320
18-Nov-13	RS Investment Management Co. LLC	Acquisition of shares	1,305,220	137,139	133,204
$18$ -Nav-13	RS Investment Management Co. LLC	Acquisillon of shares	953.490	100,000	97,130
19-Nov-13	RS Investment Management Co. LLC	Acquisition of shares	7,611,040	800,000	777,038
19-Nov-13	RS Investment Management Co. LLC	Acquisition of shares	3,324.685	350,000	339,954
19 Nov-13	RS Investment Management Co. LLC	Acquisition of shares	2,376 375	250,000	242,824
19-Nov-13	RS Investment Management Co. LLC	Acquisition of shares	2,373 000	250,000	242,824
19-Nov-13	RS Investment Management Co. LLC	Acquisition of shares	1,897.100	200,000	194.111
20 Nov 13	RS Investment Management Co. LLC	Acquisition of shares	3,201,555	350,000	337,642
20-Nov-13	RS Investment Management Co. LLC	Acquisition of shares	2,791,058	304,684	293,925

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 entitied to be registered as holder (8)	Nature of relevant Interest (6)	Class and number of securities	Person's votes
RS Investment Management Co. LLC	Bank of New York, Brussels	Bank of New York. Brussels	RS Investment Management Co. LLC is an investment adviser realstered with the U.S. Securities and Exchange Commission with power to exercise control over disposal of the securities on behalf of its clients.	64.596	54.596
RS Investment Management Co. LLC	Chase Nominees Limited	Chase Nominees Limited	Same as above	155.197	155,197
RS investment Management Co. LLC	HSBC Custody Nominees (Australia) Limiled	HSBC Custody Nominees (Australia) Limiled	Same as above	28,203.112	28.195.473
RS Investment Management Co. LLC	National Nominees Limited	National Nominees Limited	Same as above	4,098,786	3,594,627
RS Investment Management Co. LLC	State Street Nominees Limited	State Street Nominees Limited	Same as above	2,188,846	2,188,846

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 fo

Name and ACN/ARSN (if applicable)	Nature of association
Not Applicable

6. Addresses

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

	Signature
--	-----------

print name	Nina Gupia بمعديد	capacity	Secretary
sign here	$\overline{\phantom{a}}$	date	21 / 11 / 2013

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