ILUKA RESOURCES LIMITED — Major Shareholding Notification 2017

Mar 16, 2017

Form 603

Corporations Act 2001 Section 671B

Notice of initial substantial holder

To Company Name/Scheme	Iluka Resources Limited
ACN/ARSN	008 675 018

1. Details of substantial holder (1)

Name	PARADICE INVESTMENT MANAGEMENT PTY LTD
ACN/ARSN (if applicable)	ABN 64 090 148 619

The holder became a substantial holder on $15/03/2017$

2. Details of 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 on the date the substantial holder became a substantial holder are as follows:

Class of securities (4)	Number of securities	Person's votes (5)	Voting power (6)
FPO	21,136,328	21,136,328	5.048%

3. Details of relevant interests

The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:

Holder of relevant interest	Nature of relevant interest (7)	Class and number of securities
SEE ANNEXURE 1

4. Details of present registered holders

The persons registered as holders of the securities referred to in paragraph 3 above are as follows:

Holder of relevant interest	' Registered holder of securities	Person entitled to be registered as holder (8)	Class and number of securities
SEE ANNEXURE 1

5. Consideration

The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows:

Holder of relevant interest	Date of acquisition	Consideration (9)		Class and number of securities
		Cash	Non-cash

6. Associates

The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:

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

7. Addresses

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

Name	Address
PARADICE INVESTMENT MGT	L27, CHIFLEY TOWER, 2 CHIFLEY SQUARE, SYDNEY NSW 2000

Signature

print name	Troy Angus	capacity	COMPANY DIRECTOR
sign here		date	17/03/2017 _________

DIRECTIONS

• If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the $(1)$ 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.
• See the definition of "associate" in section 9 of the Corporations Act 2001. $(2)$
• $(3)$ See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
• The voting shares of a company constitute one class unless divided into separate classes. $(4)$
• 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 $(5)$ associate has a relevant interest in.
• The person's votes divided by the total votes in the body corporate or scheme multiplied by 100. $(6)$
• Include details of: $(7)$
• any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of $(a)$ 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
• any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or $(b)$ 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.

• If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write $(8)$ "unknown".
• Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was $(9)$ 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.

BECOMING A SUBSTANTIAL SHAREHOLDER

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ANNEXURE 1

STOCK: ILUKA RESOURCES LTD

DETAILS OF RELEVANT INTERESTS

Holder of Relevant Interest	Nature of Relevant Interest	Class & Number of Securities
	vote and/or dispose of the
	securities as discretionary
Iparadice Investment Management Pty Ltd investment managers or advisers 21,136,328 Fully Paid Ordinary
	of superannuation funds, pooled Shares
	superannuation trsuts, managed
	investment schemes and

		Person entitled to be registered as		Class & No of
Holder of Relevant Interest	Registered Holder of Securities	holder	Nature of Relevant Interest	Securities	Persons Votes
Paradice Investment Management Pty Ltd National Nominees Ltd		National Nominees Ltd	investment Manager	5,216,469	5,216,469
Paradice Investment Management Pty Ltd JP Morgan Nominees Aust Ltd		IP Morgan Nominees Aust Ltd	investment Manager	4,469,486	,469,486
Paradice Investment Management Pty Ltd Citicorp Nominees Ltd		iticorp Nominees Ltd	Ivestment Manager	1,033,096	,033,096
Paradice Investment Management Pty Ltd State Street Nominees Ltd		state Street Nominees Ltd	ivestment Manager	6,756,509	,756,509
Paradice Investment Management Pty Ltd Northern Trust		Northern Trust	Nestment Manager	1,660,768	1,660,768
			TOTAL	1,136,328	21,136,328

CONSIDERATION

Holder of Relevant Interest	Date of Acquisition	Consideration		Class & No of Securities
t Management Pty Paradice Investmen		$30 - Nov - 16$	$-188.910.78$	-29.482
Management Pty Paradice Investment		1-Dec-16	8,549,348.39	317,31'
Management Paradice Investment		$2-Dec-16$	3,922,980.0
t Management Paradice Investment		5-Dec-16	99.764.28	14,396
Paradice Investment Management		$5 - Feb - 17$	889,738.18	265,973
Paradice Investment Management		$7 - Feb - 17$	445,796.36	204,272
Paradice Investment Management		$23-Feb-1$	538,129.95
t Management Paradice Investmen		28-Feb-17	2,034,000.0	500,00
Paradice Investment Management		$1 - Max - 1$	710,549.87	554,247
Paradice Investment Management		$2-Mar-1$	977,389.38	431,461
Paradice Investment Management		$3-Mar-1$	,436,899.22	350,941
t Management Paradice Investmen		$6$ -Mar-17	5,066,690.94	113,307
Paradice Investment Management		$7 - Max - 17$	3,426,726.91	490,420
Paradice Investment Management		$8-Mar-17$	5,004,391.95	168.810
t Management Paradice Investmen		$9-Mar-17$	3,210,675.91	475,043
t Management Paradice Investment		$0$ -Mar-17	1,093,619.22	616,314
Paradice Investment Management		$3-Mar-17$	5,567,900.0	,000,000
Paradice Investment Management		4-Mar-17	5,313,810.00	800,000
Management Paradice Investmen		$5-Mar-17$	6.310.072.96	960.320
			\$77,409,572.74	11,461.248

This is annexure 1 of 1 pages referred to in form 603 Notice of Initial Substantial Holder

COMPANY DIRECTOR
CAPACITY $\frac{1710372017}{DATE}$ $2297$ Trey Angus