ILUKA RESOURCES LIMITED — Major Shareholding Notification 2017

May 1, 2017

Level 25, 1 O'Connell Street
Sydney NSW 2000 Australia

GPO Box 3909 Sydney NSW 2001 DX 69 Sydney

T +61 2 8248 5800
F +61 2 8248 5899

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Our ref DRZ:HHJ:3624165

2 May 2017

The Company Secretary Iluka Resources Limited By facsimile: +61 8 9360 4777

Companies Announcements Office Australian Securities Exchange By facsimile: 1300 135 638

Dear Sir/Madam

ASIC Form 604: Notice of change of interests of substantial holder Iluka Resources Limited (ASX;ILU)

Please find enclosed an ASIC Form 604 for lodgement by SailingStone Capital Partners LLC.

Yours faithfully THOMSON GEER

David Zwi Partner T +61 2 8248 3414 M 0419 284 143 E dzwi@tglaw.com.au

encl

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l,

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) Namo ACN/ARSN (if applicable)	N/A	SailingStone Capital Partners LLC
There was a change in the interests of the substantial holder on The previous notice was given to the company on The previous notice was dated		28/04/2017 12/08/2016 12/08/2016

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)
Ordinary shares ----	132.910.017	7.86%	27,575,132	16.59%

3. Changes in relevant interests

Date of change	Person whose relevant Interest changed	Nature of change (6)	Consideration given in celation to change (7)	Class and number of securities affected	Person's votes affected
11/08/2016	SailingStone Capital Partners	Sale of Shares	\$5,160,771	746,131 ordinary shares	746,131 ordinary shares
19/08/2016	SailingStone Capital Partners	Sale of Shares	\$278,996	37,140 ordinary shares	37,140 ordinary shares
30/08/2016	SailingStone Capital Partners	Sale of Shares	\$43,629	6,680 ordinary shares	6,680 ordinary shares
1/09/2016	SallingStone Capital Partners	Acquisition of further Ishares	\$1,791.500	280,950 ordinary shares	280,950 ordinary shares
2/09/2016	SallingStone Capital Partners	Acquisition of further Ishares	\$203.603	31,930 ordinary shares	31,930 ordinary shares
2/09/2016	SallingStone Capital Partners	Sale of Shares	15292.078	46,260 ordinary shares	46,260 ordinary shares
23/09/2016	SallingStone Capital Partners	Sale of Shares	\$3.198.263	501,140 ordinary shares	501,140 ordinary shares
28/09/2016	SailingStone Capital Partners	Sale of Shares	5747.735	117,827 ordinary shares	117,827 ordinary shares
17/10/2016	SailingStone Capital Partners	Acquisition of further shares	5366.871	66,940 ordinary shares	66,940 ordinary shares
26/10/2016	SailingStone Capital Partners	Sale of Shares	\$2,422,074	422.560 ordinary shares	422,560 ordinary shares
2/11/2016	SailingStone Capital Partners	Acquisition of further shares	\$260.233	45,940 ordinary shares	45,940 ordinary shares
16/11/2016	SailingStone Capital Partners	Sale of Shares	51,586,861	254.050 ordinary shares	254,050 ordinary shares
21/11/2016	SailingStone Capital Partners	Sale of Shares	\$152,768	25,560 ordinary shares	25,560 ordinary shares
1/12/2016	SailingStone Capital Partners	Acquisition of further sharos	S287.088	45,492 ordinary shares	45,492 ordinary shares
1/12/2016	SailingStone Capital Partners	Sale of Shares	\$1,749,852	273,750 ordinary shares	273,750 ordinary shares
2/12/2016	SailingStone Capital Partners	Sale of Shares	\$388.701	59,550 ordinary shares	59,550 ordinary shares
7/12/2016	SailingStone Capital Partners	Acquisition of further Ishares	53,773,118	550,000 ordinary shares	550,000 ordinary shares
13/12/2016	SailingStone Capital Partners	Sale of Shares	\$187.589	26,135 ordinary shares	26,135 ordinary shares
14/12/2016	SailingStone Capital Partners	Sale of Shares	\$243,150	34,530 ordinary shares	34,530 ordinary shares
15/12/2016	SailingStone Capital Partners	Sale of Shares	\$99,484	14,207 ordinary shares	14,207 ordinary shares
20/12/2016	SailingStone Capital Partners	Sale of Shares	\$681,279	100,253 ordinary shares	100,253 ordinary shares
20/12/2016	SailingStone Capital Partners	Sale of Shares	\$54,273	7,990 ordinary shares	7,990 ordinary shares
22/12/2016	SallingStone Capital Partners	Acquisition of further shares	\$385.676	(54,640 ordinary shares	54,640 ordinary shares

604 page 2/3

$3/$ $#$ $\overline{4}$

15 July 2001

27/12/2016	SailingStone Capital Partners	Disposal of Shares	5566.759	80,620 ordinary shares	80,620 ordinary shares
9/01/2017	SailingStone Capital Partners	Acquisition of further Isharos	51 349 767	178,030 ordinary shares	178,030 ordinary shares
10/01/2017	SailingStone Capital Partners	Sale of Shares	\$529,195	(70,090 ordinary shares	70,090 ordinary shares
12/01/2017	SallingStone Capital Partners	Sale of Shares	51.086.111	141,790 ordinary shares	141,790 ordinary shares
13/01/2017	SailingStone Capital Partners	Sale of Shares	53.439,118	454,815 ordinary shares	454,815 ordinary shares
27/01/2017	SallingStone Capital Partners	Sale of Shares	\$982,476	124,510 ordinary shares	124,510 ordinary shares
13/02/2017	SailingStone Capital Partners	Sale of Shares	8847,677	120,370 ordinary shares	120,370 ordinary shares
21/02/2017	SailingStone Capital Partners	Acquisition of further shares	\$860,983	123,039 ordinary shares	123,039 ordinary shares
23/02/2017	SailingStone Capital Partners	Sale of Shares	\$1,681,155	242,570 ordinary shares	242,570 ordinary shares
28/02/2017	SaillngStone Capital Partners	Sale of Shares	\$521,116	76,725 ordinary shares	76,725 ordinary shares
1/03/2017	SailingStone Capital Partners	Sale of Shares	\$506.887	75,970 ordinary shares	75,970 ordinary shares
2/03/2017	SallingStone Capital Partners	Sale of Shares	582,172	12,010 ordinary shares	12,010 ordinary shares
24/03/2017	SailingStone Capital Partners	Sale of Shares	\$2,558,056	365.157 ordinary shares	365,157 ordinary shares
24/03/2017	SallingStone Capital Partners	Sale of Shares	\$626.640	90,000 ordinary shares	90,000 ordinary shares
27/03/2017	SailingStone Capital Partners	Sale of Shares	5308.069	44.400 ordinary shares	44,400 ordinary shares
31/03/2017	SailingStone Capital Partners	Acquisition of further Ishares	\$1,230,933	162,858 ordinary shares	162,858 ordinary shares
4/04/2017	SailingStone Capital Partners	Sale of Shares	\$190,853	25,000 ordinary shares	25,000 ordinary shares
6/04/2017	SailingStone Capital Partners	Acquisition of further Ishares	56.208.667	822,340 ordinary shares	822,340 ordinary shares
6/04/2017	SallingStone Capital Partners	Sale of Shares	56.208.667	822,340 ordinary shares	822,340 ordinary shares
13/04/2017	SallingStone Capital Partners	Acquisition of further Ishares	51.271.635	169,370 ordinary shares	169,370 ordinary shares
26/04/2017	SailingStone Capital Partners	Sale of Shares	57 452 926	863,472 ordinary shares	863,472 ordinary shares
26/04/2017	SailingStone Capital Partners	Sale of Shares	IS 1.878.309	213,472 ordinary shares	213,472 ordinary shares
28/04/2017	SaillngStone Capital Partners	Sala of Shares	\$9,880,029	1,184,670 ordinary shares	1,184,670 ordinary shares
28/04/2017	SailingStone Capital Partners	Sale of Shares	\$1,527.424	184,670 ordinary shares	184,670 ordinary shares

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:

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 entitled to be registered as holder (8)	Nature of relevant interest (6)	Class and number of securities	Person's votes
SailingStone	Brown Brothers Harriman &Co. BMO Harris Bank: BNY Mellon;Citibank; Credit investment Suisse: JP Morgan: Northern Trust: RBC: lState Street: UBS	SailingStone holds lits relevant interest in its capacity as Imanager for a Irange of client lponfolios.	SallingStone holds its Irelevant Interest by having the power to exercise. control the exercise of or ldisposal of the securities lto which the relevant linterest relations in the lordinary course of Investment management business.	27,575,132 ordinary 6.59% Ishares

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:

ACN/ARSN Name (if and applicable ____	------ . Nature of association -----
the control of the con-	. .

6. Addresses

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

$\overline{\phantom{a}}$

Name	Address .
SailingStone Capital Partners LLC	One California Street, 30th Floor, San Francisco, CA 94111 USA

$02 - 05 - 17$ ; 10:26

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					604	page 3/3	15 July 2001
	Signature
		print name	Kathlyne Kiale		capacity		Chief Compliance Officer
		sign here	Fathline fiare		date		02/05/2017
				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 6 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 person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
(6)		Include details of:
	(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 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.
(7)		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 on 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. $(9)$