ILUKA RESOURCES LIMITED — Major Shareholding Notification 2015

May 10, 2015

Form605

Corporations Act 2001 Section 671B

Notice of ceasing to be a substantial holder

To Company Name/Scheme

Iluka Resources

ACN/ ARSN

1. Details of substantial holder(1)

M&G Investment Fund (1) M&G Investment Management Limited M&G Limited M&G Group Limited Prudential plc

The holder ceased to be a substantial holder on

6 May 2015

The previous notice was given to the 6 March 2015 company on The previous notice was dated 6 March 2015

2. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest (2) of the substantial holder or an associate (3) 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 (4)	Consideration given in relation to change (5)	Class (6) and number of securities affected	Person's votes affected
13-Mar-15	Jnl/Mellon Capital International Index Fund	Sale	-481,320	63,000	63,000
16-Mar-15	Jnl/Mellon Capital International Index Fund	Sale	-73,755	9,900	9,900
17-Mar-15	Jnl/Mellon Capital International Index Fund	Sale	-53,352	7,200	7,200
18-Mar-15	Jnl/Mellon Capital International Index Fund	Sale	-146,412	19,600	19,600
19-Mar-15	Jnl/Mellon Capital International Index Fund	Sale	-46,557	6,300	6,300
20-Mar-15	Jnl/Mellon Capital International Index Fund	Sale	-66,274	8,968	8,968
06-May-15	State Street Nominees Limited A/C GMBM	Sale	-1,322,860	154,000	154,000

06-May-15	State Street Nominees Limited A/C GMBM	Sale	-4,265,736	500,000	500,000
06-May-15	State Street Nominees Ltd A/C A/C GMBS	Purchase	1,322,860	154,000	154,000

3. Changes in association

The persons who have become associates (3) of, ceased to be associates of, or have changed the nature of their association (7) 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

4. Addresses

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

Name	Address
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
Chase Nominees Ltd	125 London Wall, London, EC27 5AJ, England

Signature

print nameOwen Smith sign here Owen Smith	Capacity: Notifiables Administrator
	Date: 7thMay 2015

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 formas a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 4 of the form.

• (2) See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.

• (3) See the definition of "associate" in section 9 of the Corporations Act 2001.

• (4)

Includedetailsof:

• (a) any relevant agreement or other circumstances because of which the change in relevant interest occurred. 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 whichtherelevant interest relates (indicatingclearly theparticular securities towhichthequalificationapplies).

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

• (5) Details of the consideration must include any and all benefits, money and other, that any person fromwhoma 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 whomthe relevant interest was acquired.

• (6) The voting shares of a company constitute one class unless divided into separate classes.

• (7) Give details, if appropriate, of the present association and any change in that association since the last substantia

605 page 2/2 15 July 2001