ILUKA RESOURCES LIMITED — Major Shareholding Notification 2019

Jan 16, 2019

Form 603 Corporations Act 2001 Section 671B

ILU

Notice of initial substantial holder

To:Company Name/Scheme The Secretary Iluka Resources Limited Level 14 240 St Georges Terrace Perth WA 6000

PH: (08) 9360 4700 Fax: (08) 9360 4777

ACN 008 675 018

1. Details of substantial shareholder

National Australia Bank Limited and its associated entities listed in Annexure A Name (ACN 004 044 937) ACN (if applicable)

The holder became a substantial holder on 14/01/2019

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 had a relevant interest in on the date the substantial holder became a substantial holder are as follows:

Class of securities	Number of securities	Persons’ votes	Voting power
Fully paid ordinary shares	21,262,518	21,262,518	5.034%

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	Class and number of securities
MLC Investments Limited	Power to control the voting and /or disposal of securities pursuant to its position as the responsible entity or trustee of various managed investment schemes and trusts	Fully paid ordinary shares 8,186,717
MLC Wealth Management Limited	Power to exercise voting rights pursuant to position held as the Registrable Superannuation Entity licensee for the superannuation products it issues.	Fully paid ordinary shares 107,161
NULIS Nominees (Australia) Limited	Power to control the voting and /or disposal of securities pursuant to position held as manager under investment mandate.	Fully paid ordinary shares 771
National Australia Bank Limited	Power to control the voting and /or disposal of securities pursuant to securities lending agreements.	Fully paid ordinary shares 1,236,000
Antares Capital Partners Limited	Power to control the voting and /or disposal of securities pursuant to its position as the responsible entity or trustee of various managed investment schemes or trusts.	Fully paid ordinary shares 2,860,614
Antares Capital Partners Limited	Power to control the voting and /or disposal of securities pursuant to its position as an investment manager in accordance with investment mandates and as an investment manager of Antares Capital Partners Limited trusts.	Fully paid ordinary shares 930,881
National Australia Bank Limited	Power to control the voting and /or disposal of securities pursuant to securities lending agreements.	Fully paid ordinary shares 7,940,374
TOTAL		21,262,518

4. Details of present registered holders

4. Details of present registered holders	4. Details of present registered holders	4. Details of present registered holders	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	Class and number of securities
MLC Investments Limited	National Nominees Limited (ACN 004 278 899)		Fully paid ordinary shares 8,186,717
MLC Wealth Management Limited	Navigator Australia Limited (ACN 006 302 987)		Fully paid ordinary shares 107,161
NULIS Nominees (Australia) Limited	National Nominees Limited (ACN 004 278 899)		Fully paid ordinary shares 771
National Australia Bank Limited	National Nominees Limited (ACN 004 278 899)		Fully paid ordinary shares 1,236,000
Antares Capital Partners Limited	National Nominees Limited (ACN 004 278 899)		Fully paid ordinary shares 2,769,179
Antares Capital Partners Limited	Citicorp Nominees Pty Limited (ACN 000 809 030) UBS Nominees Pty Limited (ACN 001 450 522)		Fully paid ordinary shares 160,881 Fully paid ordinary shares 770,000
National Australia Bank Limited	National Nominees Limited (ACN 004 278 899)		Fully paid ordinary shares 7,940,374
		TOTAL	21,262,518

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		Class and number of securities
		Cash	Non-cash	Fully paid ordinary shares
MLC Investments Limited	27/12/2018	$525,497.22		71,769
MLC Investments Limited	27/12/2018	$708,394.23		96,533
MLC Investments Limited	31/12/2018	$54,973.20		7,193
MLC Investments Limited	31/12/2018	$108,242.10		14,163
MLC Investments Limited	7/01/2019	$406,948.54		53,858
MLC Investments Limited	8/01/2019	$505,180.30		66,544
Antares Capital Partners Limited	8/01/2019	$114,752.87		15,104
Antares Capital Partners Limited	8/01/2019	$351,240.73		46,231
Antares Capital Partners Limited	9/01/2019	$113,497.56		14,744
Antares Capital Partners Limited	9/01/2019	$347,974.99		45,204
National Australia Bank Limited	27/12/2018 to 14/01/2019 - Securities Lending	No consideration directly referable to the securities provided byNAB		Refer to Appendix 1 Table
National Australia Bank Limited	3/01/2019	$11,744.19		1,611
National Australia Bank Limited	27/12/2018 - Stock return (refer Appendix 2(a))	No consideration directly referable to the securities provided byNAB		20,010

National Australia Bank Limited	27/12/2018 - Stock return (refer Appendix 2(a))	No consideration directly referable to the securities provided byNAB		90,248
National Australia Bank Limited	28/12/2018 - Stock return (refer Appendix 2(a))	No consideration directly referable to the securities provided byNAB		269,076
National Australia Bank Limited	31/12/2018 - Stock return (refer Appendix 2(a))	No consideration directly referable to the securities provided byNAB		245,964
National Australia Bank Limited	2/01/2019 - Stock return (refer Appendix 2(a))	No consideration directly referable to the securities provided byNAB		8,536
National Australia Bank Limited	3/01/2019 - Stock return (refer Appendix 2(a))	No consideration directly referable to the securities provided byNAB		1,000
National Australia Bank Limited	27/12/2018 - Stock borrow (refer Appendix 2(b))	No consideration directly referable to the securities provided byNAB		92,906
National Australia Bank Limited	28/12/2018 - Stock borrow (refer Appendix 2(b))	No consideration directly referable to the securities provided byNAB		46,024
National Australia Bank Limited	31/12/2018 - Stock borrow (refer Appendix 2(b))	No consideration directly referable to the securities provided byNAB		68,812
National Australia Bank Limited	3/01/2019 - Stock borrow (refer Appendix 2(b))	No consideration directly referable to the securities provided byNAB		1,718,444
National Australia Bank Limited	4/01/2019 - Stock borrow (refer Appendix 2(b))	No consideration directly referable to the securities provided byNAB		38,890
National Australia Bank Limited	7/01/2019 - Stock borrow (refer Appendix 2(b))	No consideration directly referable to the securities provided byNAB		77,820
National Australia Bank Limited	9/01/2019 - Stock borrow (refer Appendix 2(b))	No consideration directly referable to the securities provided byNAB		65,932
National Australia Bank Limited	10/01/2019 - Stock borrow (refer Appendix 2(b))	No consideration directly referable to the securities provided byNAB		86,710
National Australia Bank Limited	11/01/2019 - Stock borrow (refer Appendix 2(b))	No consideration directly referable to the securities provided byNAB		1
National Australia Bank Limited	14/01/2019 - Stock borrow (refer Appendix 2(b))	No consideration directly referable to the securities provided byNAB		72,533
National Australia Bank Limited	2/01/2019 - Stock return (refer Appendix 2(b))	No consideration directly referable to the securities provided byNAB		1,675,134
National Australia Bank Limited	8/01/2019 - Stock return (refer Appendix 2(b))	No consideration directly referable to the securities provided byNAB		10

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
MLC Investments Limited	MLC Investments Limited is a wholly owned subsidiary of MLC Holdings Limited whose ultimate parent is National Australia Bank Limited.
MLC Wealth Management Limited	MLC Wealth Management Limited is a wholly owned subsidiary of National Wealth Management Holdings Limited whose ultimate parent is National Australia Bank Limited.
Antares Capital Partners Limited	Antares Capital Partners Limited is a wholly owned subsidiary of National Wealth Management Holdings Limited whose ultimate parent is National Australia Bank Limited.
NULIS Nominees (Australia) Limited	NULIS Nominees (Australia) Limited is a wholly owned subsidiary of National Wealth Management Holdings Limited whose ultimate parent is National Australia Bank Limited.

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

d in this form are as follows:
Name	Address
National Australia Bank Limited	Level 1 800 Bourke Street DOCKLANDS VIC 3008
MLC Investments Limited	Ground Floor 105-153 Miller Street NORTHSYDNEY NSW 2060
National Nominees Limited	Level 1 800 Bourke Street DOCKLANDSVIC 3008
MLC Wealth Management Limited	Ground Floor 105-153 Miller Street NORTHSYDNEY NSW 2060
Navigator Australia Limited	Ground Floor 105-153 Miller Street NORTHSYDNEY NSW 2060
Antares Capital Partners Limited	Ground Floor 105-153 Miller Street NORTHSYDNEY NSW 2060
NULIS Nominees (Australia) Limited	Ground Floor 105-153 Miller Street NORTHSYDNEY NSW 2060
Citicorp Nominees Pty Limited	2 Park Street SYDNEY NSW 2000
UBS Nominees Pty Limited	Level 16 2 Chifley Square SYDNEY NSW 2000

Signature Name Signature
	Kelly Patterson	Capacity Company Secretary for and on behalf of National Australia Bank Limited
		Date 17/01/2019

Appendix 1 - ILU	Appendix 1 - ILU	Appendix 1 - ILU
Type of agreement and parties to agreement	(v) CARE SUPER PTY LTD ( a ) DEUTSCHE SECURITIES AUSTRALIA LIMITED ( c ) MACQUARIE BANK LTD (f) CREDIT SUISSE National Australia Bank Limited and AMSLA Counterparties National Australia Bank Limited and Securities Borrowing Agreement (SBA) clients
Transfer dates	Specific dates for each transfer can be found by matching the number reference in the 'Type of agreement and parties to agreement' field to the accompanying list of transactions. 27/12/2018 to 14/1/2019	Specific dates for each transfer can be found by matching the number reference in the 'Type of agreement and parties to agreement' field to the accompanying list of transactions. 27/12/2018 to 14/1/2019
Holder of voting rights	Registered owner	Registered owner
Are there any restrictions on voting	The registered owner holds voting rights. However, in certain circumstances the lender may request for the borrower to use best endeavours to arrange for voting instructions to be exercised in accordance with the instructions from the lender.	The registered owner holds voting rights. However, in certain circumstances the lender may request for the borrower to use best endeavours to arrange for voting instructions to be exercised in accordance with the instructions from the lender.
Scheduled date of return (if any)	On demand	On demand
Does the borrower have the right to return early?	Yes - at notice	Yes - at notice
Does the lender have the right to recall early?	Yes - at notice	Yes - at notice
Will the securities be returned on settlement?	Yes, or equivalent protection under Securities Borrowing Agreement.	Yes, or equivalent protection under AMSLA.
National Australia Bank Limited will, if required by the company or responsible entity to whom the prescribed form must be given or ASIC give a copy of the agreements to the company,responsible entityor ASIC.

Appendix 1- ILU

Date Nature of Change Consideration No. of Securities Class AMSLA Counterparty	Date Nature of Change Consideration No. of Securities Class AMSLA Counterparty	Date Nature of Change Consideration No. of Securities Class AMSLA Counterparty	Date Nature of Change Consideration No. of Securities Class AMSLA Counterparty	Date Nature of Change Consideration No. of Securities Class AMSLA Counterparty	Date Nature of Change Consideration No. of Securities Class AMSLA Counterparty
27/12/2018	Collateral Return Security		-60000	ORD	(c)
28/12/2018	Collateral Return Security		-129000	ORD	(c)
31/12/2018	Collateral Return Security		-7000	ORD	(c)
3/01/2019	Collateral Return Security		-174000	ORD	(c)
4/01/2019	Settle Sec Loan		18000	ORD	(f)
7/01/2019	Settle Sec Loan		18000	ORD	(f)
8/01/2019	Collateral Return Security		-210000	ORD	(c)
9/01/2019	Collateral Return Security		-120000	ORD	(c)
10/01/2019	Collateral Settle Sec Loan		580000	ORD	(a)
14/01/2019	Collateral Settle Sec Loan		171000	ORD	(c)

Appendix 1- ILU

Date Nature of Change Consideration No. of Securities Class SBA Counterparty	Date Nature of Change Consideration No. of Securities Class SBA Counterparty	Date Nature of Change Consideration No. of Securities Class SBA Counterparty	Date Nature of Change Consideration No. of Securities Class SBA Counterparty	Date Nature of Change Consideration No. of Securities Class SBA Counterparty	Date Nature of Change Consideration No. of Securities Class SBA Counterparty
4/01/2019	Settle Sec Loan		18000	ORD	(v)
7/01/2019	Settle Sec Loan		18000	ORD	(v)

APPENDIX 2 – ILU

APPENDIX 2 – ILU
Type of agreement and parties to agreement	National Australia Bank Limited and Securities Borrowing Agreement clients AMSLA Counterparties Citigroup Global Markets Australia Pty Limited(a) Barclays Bank PLC(b)
Transfer date	27 December 2018 to 14 January 2019 – inclusive
Holder of voting rights	Registered owner
Are there any restrictions on voting	No
Scheduled date of return (if any)	N/A
Does the borrower have the right to return early?	Yes – at notice
Does the lender have the right to recall early?	Yes – at notice
Will the securities be returned on settlement?	Yes, or equivalent protection under Securities Borrowing Agreement /AMSLA

National Australia Bank Limited will, if required by the company or responsible entity to whom the prescribed form must be given or ASIC, give a copy of the agreements to the company, responsible entity or ASIC.

This is Annexure A of 3 pages referred to in the Form 603 Notice of initial substantial holder signed by me and dated 17/01/2019

Kelly Patterson, Company Secretary

ADVANTEDGE FINANCIAL SERVICES HOLDINGS PTY LTD ADVANTEDGE FINANCIAL SERVICES PTY LTD ADVANTEDGE FINANCIAL SOLUTIONS PTY LTD AF&L DRAGON LEASING PTY LTD AF&L VISTA PTY LTD AFSH NOMINEES PTY LTD ANCHORAGE HOME LOANS PTY LTD ANGARA COMPANY LIMITED ANTARES CAPITAL PARTNERS LTD APOGEE FINANCIAL PLANNING LIMITED ARDB PTY LIMITED ASIBOND PTY. LIMITED AUSMAQ LIMITED AUSTRALIAN COMPANY NUMBER 094 484 625 LIMITED BANK OF NEW ZEALAND BLSSA PTY LTD BNZ BRANCH PROPERTIES LTD BNZ EQUITY INVESTMENTS NO.2 LIMITED BNZ FACILITIES MANAGEMENT LIMITED BNZ INSURANCE SERVICES LIMITED BNZ INTERNATIONAL FUNDING LTD BNZ INVESTMENT SERVICES LIMITED BNZ INVESTMENTS LTD BNZ LIFE INSURANCE LIMITED BNZ PROPERTY INVESTMENTS LTD CHOICE LEND PTY LTD (IN LIQUIDATION) CRUICKSHANK ASSET MANAGEMENT PTY LTD CUSTOM CREDIT CORPORATION LTD (IN LIQUIDATION) CUSTOM CREDIT HOLDINGS LTD (IN LIQUIDATION) DIBA EQUITIES LIMITED DIBA INVESTMENTS LIMITED EQUITY MANAGEMENT UNIT HOLDINGS (NO.2) PTY LTD EQUITY MANAGEMENT UNIT HOLDINGS PTY LTD FASTLEND PTY LTD (IN LIQUIDATION) FINANCE & SYSTEMS TECHNOLOGY HOLDINGS PTY LIMITED (IN LIQUIDATION) FINANCE & SYSTEMS TECHNOLOGY PTY LTD FINTRACK MEMBERS PTY LTD (IN LIQUIDATION) GODFREY PEMBROKE LIMITED GWM ADVISER SERVICES LIMITED HICAPS PTY LTD INDEPENDENT MORTGAGE AFFILIATES PTY LIMITED (IN LIQUIDATION) INVIA CUSTODIAN PTY LIMITED

JBWERE (NZ) PTY LTD JBWERE LIMITED LIMEHOUSE INVESTMENTS PTY LIMITED MEDFIN AUSTRALIA PTY LIMITED MERITUM FINANCIAL GROUP PTY LTD MERITUM FINANCIAL PLANNING PTY LTD MLC ALLIANCE HOLDINGS PTY LIMITED MLC HOLDINGS LIMITED MLC INVESTMENTS LIMITED MLC LIFETIME COMPANY LIMITED MLC NOMINEES PTY LTD MLC PROPERTIES PTY. LIMITED MLC WEALTH MANAGEMENT LIMITED MORTGAGE SUPPORT SERVICES PTY LTD (IN LIQUIDATION) MSS MF PTY LTD (IN LIQUIDATION) MSS MFA PTY LTD (IN LIQUIDATION) MUDCHUTE PTY LIMITED NAB ASSET MANAGEMENT LIMITED NAB ASSET MANAGEMENT SERVICES LIMITED NAB EUROPE LIMITED NAB INVESTMENTS LIMITED NAB PROPERTIES AUSTRALIA PTY LIMITED NAB TRUST SERVICES LIMITED NAB VENTURES PTY LIMITED NABCAPITAL LEASING (NO.2) PTY LIMITED NABINVEST (UK) LIMITED NABINVEST CAPITAL PARTNERS PTY LIMITED NABINVEST UK RE LIMITED NABSECURITIES, LLC NAM NT RAIL PTY LIMITED (IN LIQUIDATION) NATIONAL AMERICAS HOLDINGS LLC NATIONAL ASSET MANAGEMENT LIMITED NATIONAL AUSTRALIA BANK LIMITED NATIONAL AUSTRALIA CORPORATE SERVICES PTY LIMITED NATIONAL AUSTRALIA FINANCE (ASIA) LIMITED NATIONAL AUSTRALIA FINANCE (COMMERCIAL LEASING) LIMITED NATIONAL AUSTRALIA FINANCE (EUROPE HOLDINGS) LIMITED NATIONAL AUSTRALIA FINANCE (INFRASTRUCTURE LEASING NO.2) LIMITED NATIONAL AUSTRALIA FINANCE (VESSEL LEASING NO.1) LIMITED NATIONAL AUSTRALIA FINANCE (VESSEL LEASING NO.5) LIMITED NATIONAL AUSTRALIA FINANCE (VESSEL LEASING NO.6) LIMITED NATIONAL AUSTRALIA FINANCE (VESSEL LEASING) LIMITED NATIONAL AUSTRALIA FINANCIAL MANAGEMENT LIMITED NATIONAL AUSTRALIA FUNDING (DELAWARE) INC. NATIONAL AUSTRALIA GROUP (NZ) LIMITED NATIONAL AUSTRALIA GROUP SERVICES LTD NATIONAL AUSTRALIA INVESTMENT CAPITAL LIMITED NATIONAL AUSTRALIA MANAGERS LIMITED NATIONAL AUSTRALIA PKI HOLDINGS LLC

NATIONAL AUSTRALIA UNDERWRITERS LIMITED NATIONAL CAPITAL HOLDINGS I INC. NATIONAL EQUITIES LIMITED NATIONAL FUNDING HOLDINGS PTY LTD NATIONAL HK INVESTMENTS LIMITED NATIONAL MARGIN SERVICES PTY LIMITED NATIONAL MARKETS GROUP LIMITED NATIONAL MORTGAGE SECURITIES, INC. NATIONAL NOMINEES LIMITED NATIONAL OBU PTY LIMITED NATIONAL WEALTH MANAGEMENT HOLDINGS LIMITED NATIONAL WEALTH MANAGEMENT INTERNATIONAL HOLDINGS LTD NATIONAL WEALTH MANAGEMENT NEW ZEALAND HOLDINGS LIMITED NATIONAL WEALTH MANAGEMENT SERVICES LTD NAUTILUS INSURANCE PTE LIMITED NAUTILUS NAB LIMITED NAVIGATOR AUSTRALIA LIMITED NBA PROPERTIES PTY LIMITED NMS NOMINEES PTY LIMITED NULIS NOMINEES (AUSTRALIA) LIMITED NWMH SUB (CANADA) INC NWMH SUB LIMITED PARTOWN PTY. LIMITED PENNLEY PTY LTD PFS NOMINEES PTY LIMITED PLAN AUSTRALIA OPERATIONS PTY. LTD. PLAN GROUP NOMINEES PTY LTD PLAN LENDING PTY LTD (IN LIQUIDATION) PLUM FINANCIAL SERVICES LIMITED PRESIMA INC. PROFESSIONAL LENDERS ASSOCIATION NETWORK OF AUSTRALIA PTY. LTD. TASOVAC PTY LIMITED THE DEEP IN HULL LIMITED VALEWIN PTY. LIMITED WEALTHHUB SECURITIES LIMITED WEALTHHUB SECURITIES NOMINEES PTY LIMITED WM LIFE AUSTRALIA LIMITED