ILUKA RESOURCES LIMITED — Major Shareholding Notification 2017

Apr 23, 2017

24-April-2017

Company Announcements Australian Stock Exchange Limited 20 Bridge Street Sydney NSW 200

Fax: 1300 135 638

Dear Sir/Madam

Substantial Shareholder Notice

In accordance with section 671B(3) of the Corporations Act 2001 (Cth), I attach a Notice of Change of Interest of Substantial Holder (Form 604) in respect of Iluka Resources Limited

Yours faithfully

gilleurtic

∕
Director

Level 24, 45 Clarence Street, Sydnay NSW 2000
P +61 2 8234 3632 F +61 2 8772463 ABN 55106393247

Form 604 Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To Company Name / Scheme | lluka Resources Limited

ACN / ARSN

008675018

1. Detail of Substantial holder (1)

Name	NORTHCAPE CAPITAL PTY LTD
ACN / ARSN (If Applicable)	106 390 247
There was a change in the interests of the substantial
holder on		21/04/2017
The previous notice was given to the company on		23/03/2016
The previous notice was dated		23/03/2016

2. Previous and Present Voting Power

The fotal 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 Fully Paid	30,408,843.00	7.26%	25,586,436.00	6.11%

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 voling 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
Various		IPurchases		43,913,218,05	7.148.945.00	7.148.945.00
Various	Northcape Capital Pty Ltd	lSales	I - 5	88.721.844.55	11.971.352.00	11.971.352.00

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 Registered Holder of	Person entitled to be	Nature of relevant interest (6)	Class and Number of	Person's votes
	interest	Securities	registered as holder (6)		securities
IRefer Annexure 1

5. Changes in Association

The persons who have become associates (2) of, or 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:

Name and ACN/ARSN (if applicable)	Nature of Association

6. Addresses

The addresses of persons in this form are as follows;

Name	-- lAddress
Northcape Capital Pty Ltd	Level 24, 45 Clarence Street Sydney NSW 2000

Signature

Print Name	CRAIG MCCOURTIE	Capacity	DIRECTOR
Sign Here	Milleutee	Date	24/04/2017
	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 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.

(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) Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.

Annexure 1

The persons registered as holders of the securities

Holder of	Registered holder of	Person entitled to be	Nature of relevant	Class and number of securities		Person's votes
relevant interest	securities	registered as holder	interest
Northcape Capital Pty Ltd	Australia Ltd	JP Morgan Nominees JP Morgan Nominees Australia Ltd	Power to vote and dispose of shares in the capacity as investment manager	Ordinary Fully Paid	7,637,308	7,637,308
Northcape Capital Pty Ltd	National Nominees Ltd	National Nominees Ltd	Power to vote and dispose of shares in the capacity as investment manager	Ordinary Fully Paid	5,710.174	5,710,174
Northcape Capital Pty Ltd	Ltd	State Street Australia State Street Australia Ltd	Power to vote and dispose of shares in the capacity as investment manager	Ordinary Fully Paid	8,596,724	8,596,724
Northcape Capital Pty Ltd	BNP Paribas Securities Services Ltd	BNP Paribas Securities Services Ltd dispose of shares in	Power to vote and the capacity as investment manager	Ordinary Fully Paid	2,693,177	2,693,177
Northcape Capital Pty Ltd	Northern Trust	Northern Trust	Power to vote and dispose of shares in the capacity as investment manager	Ordinary Fully Paid	929.242	929,242
Northcape Capital Pty Ltd	ANZ Nominees Ltd	ANZ Nominees Ltd	Power to vote and dispose of shares in the capacity as investment manager	Ordinary Fully Paid	19.811	19,811

Netherland sapprende Level 24, 45 Clarence Street, Sydney NSW 2000 P +61 2 8234 3632 F +61 2 92792483 in-vest sinarthcape.com at: ABN 53 106 390 247