Iluka Resources : Becoming a substantial holder from CGF

For personal use only

Sydney

Level 2, 5 Martin Place

Sydney NSW 2000 Australia

GPO Box 3698

Sydney NSW 2001

www.challenger.com.au

Telephone [phone]

Facsimile 02 9994 7777

2 December 2021

The Manager

Company Announcements Office

ASX Limited

20 Bridge Street

SYDNEY NSW 2000

By electronic lodgement

Dear Sir/Madam

Re: Notice of initial substantial holder - Iluka Resources Limited (ILU)

We attach a notice of initial substantial holder in Iluka Resources Limited. This notice is given by Challenger Limited and each of its associated entities named in Annexure 2 to this notice.

Yours faithfully

Linda Matthews

Company Secretary

Melbourne Level 19, 31 Queen Street PO Box 297, Flinders Lane, Melbourne VIC 3000 Telephone [phone] Facsimile 02 9994 7777 Brisbane Level 6, 215 Adelaide Street, Brisbane QLD 4000 Telephone [phone] Facsimile 07 3136 5407

Perth Level 26, 140 St Georges Terrace, Perth WA 6000 Telephone [phone] Adelaide Level 7, Suite 714, 147 Pirie Street, Adelaide SA 5000 Telephone [phone]

Challenger Limited ABN 85 106 842 371 Challenger Group Services Pty Limited ABN 91 085 657 307 Challenger Life Company Limited ABN 44 072 486 938 AFSL 234670

Challenger Investment Partners Limited ABN 29 092 382 842 AFSL 234 678

Challenger Retirement and Investment Services Limited ABN 80 115 534 453 AFSL295642 RSE Licence No. L0001304

Challenger Mortgage Management Pty Ltd ABN 72 087 271 109 Challenger Securitisation Management Pty Ltd ABN 56 100 346 898 AFSL 244593 Challenger Investment Solutions Management Pty Ltd ABN 63 130 035 353 AFSL 487354

Form 603

Corporations Act 2001

Section 671B

Notice of initial substantial holder

onlyToCompanyName/Scheme

ACN/ARSN

1. Details of substantial holder (1) Name

ACN/ARSN (if applicable)

The h lder became a substantial holder on

2. Details of voting power

Iluka Resources Ltd

008 675 018

Challenger Limited (and its entities listed in Annexure 2)

106 842 371

30/11/2021

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

use
	a r l vant 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)
	Ordinary Fully Paid	Same as persons votes	21,291,619	5.03%

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 s bstantial holder are as follows:

	Holder of relevant interest		Nature of relevant interest (7)	Class and number of securities
	Challenger Limited (and its entities	Ordinary Fully Paid securities	Refer Annexure 1
personallisted in Annexure 2)		Limited			Paid)
	isted in Annexure 2)		purchased and sold on market
			and acquired and sold (via off
			market transfer) by Challenger
			Limited (and its entities listed in
			Annexure 2) and obtains a
			relevant interest by virtue of
			section 608(3) of the Corporations
			Act 2001 (Cth).
	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	Class and number of
				holder (8)		securities
	Challenger Limited (and its entities	State Street Boston	State Street Boston	810,581 (Ordinary Fully
	listed in Annexure 2)					Paid)
	Chall nger Limited (and its entities	J. P. Morgan Nominees	J. P. Morgan Nominees Australia Pty	7,442,296 (Ordinary Fully
	list d in Annexure 2)	Australia Pty Limited	Limited	Paid)
	Challenger Limited (and its entities	National Nominees Limited	National Nominees Limited	2,777,944 (Ordinary Fully
	listed in Annexure 2)					Paid)
	Challenger Limited (and its entities	BNP Paribas Nominees Pty	BNP Paribas Nominees Pty Limited	1,954,725 (Ordinary Fully
	Challenger Limited (and its entities	Bank of New York Mellon	Bank of New York Mellon	1,494,999 (Ordinary Fully
	listed in Annexure 2)					Paid)
For
	Challenger Limited (and its entities	Citicorp Nominees Pty	Citicorp Nominees Pty Limited	4,354,687 (Ordinary Fully
	listed in Annexure 2)	Limited			Paid)
	Challenger Limited (and its entities	HSBC Custody Nominees	HSBC Custody Nominees (Australia)	2,456,387 (Ordinary Fully
	listed in Annexure 2)	(Australia) Limited	Limited		Paid)

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

	Refer Annexure 2		Refer	Refer		Refer
			Annexure 1	Annexure 1		Annexure 1
only
	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
	N/A			N/A
	7. Addresses
	The addresses of persons named in this form are as follows:
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	Name			Address
	Challenger Limited (and its entities	Level 2, 5 Martin Place, Sydney NSW 2000
	list d in Annexure 2)
	Signature
		print name		Linda Matthews	capacity	Company Secretary
personalwhich the relevant interest relates (indicating clearly the particular securities to which the qualification applies).	02/12/2021
		sign here				date
					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 7 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 section s608 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 total number of votes attached to all the voting shares in the company or voting interests in thescheme (if any) that the person or an associate has a elevant interest in.

(6) The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.

(7) Include details of:

(a) any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of any document

s tting 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 accom any 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

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

For(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) 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, bec me 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.

Annexure 1 consists of 13 page/s and is referred to in Form 603 signed by me and dated 02/12/2021

Linda Matthews

Company Secretary of Challenger Limited

only
Transactions:
Company
Name/Scheme:	Iluka Resources Ltd (ILU)
As at:		30/11/2021
Class of security:	Ordinary Fully Paid
		Holder of relevant
Date of Change	interest	Nature of Change
use		Challenger Limited (and its
	entities listed in Annexure	Opening Balance
02/08/2021	2)	Adjustment
02/08/2021	As above	Buy
02/08/2021	As above	Buy
02/08/2021	As above	Buy
04/08/2021	As above	Buy
04/08/2021	As above	Buy
personal	04/08/2021	As above	Buy
04/08/2021	As above	Buy
04/08/2021	As above	Buy
	04/08/2021	As above	Buy
	04/08/2021	As above	Buy
	04/08/2021	As above	Buy
	04/08/2021	As above	Buy
	04/08/2021	As above	Buy
	04/08/2021	As above	Buy
	04/08/2021	As above	Buy
	04/08/2021	As above	Buy
	04/08/2021	As above	Buy
	04/08/2021	As above	Buy
	04/08/2021	As above	Buy
	04/08/2021	As above	Buy
	04/08/2021	As above	Buy
	04/08/2021	As above	Buy
	04/08/2021	As above	Buy
	04/08/2021	As above	Buy
	04/08/2021	As above	Buy
For	04/08/2021	As above	Buy
04/08/2021	As above	Buy
04/08/2021	As above	Buy
	04/08/2021	As above	Buy
	04/08/2021	As above	Buy
	04/08/2021	As above	Buy
	04/08/2021	As above	Buy
	04/08/2021	As above	Buy
	04/08/2021	As above	Buy
	04/08/2021	As above	Buy
	04/08/2021	As above	Buy
	04/08/2021	As above	Buy
	04/08/2021	As above	Buy
	04/08/2021	As above	Buy
	04/08/2021	As above	Buy

	Number of	Person's Votes
Consideration	Securities	Affected
688,899,394	7,745,377	7,745,377
106,409	10,843	10,843
37,969	3,869	3,869
861,340	87,770	87,770
4,750	660	660
516,913	71,821	71,821
1,694,726	234,867	234,867
174,648	24,391	24,391
1,209	124	124
131,488	13,479	13,479
431,083	44,078	44,078
44,420	4,577	4,577
1,579	162	162
171,932	17,625	17,625
563,680	57,636	57,636
58,094	5,986	5,986
1,470	242	242
159,968	26,356	26,356
524,461	86,188	86,188
54,050	8,951	8,951
13,065	1,340	1,340
1,422,777	145,851	145,851
4,664,679	476,961	476,961
480,708	49,532	49,532
2,086	214	214
227,477	23,319	23,319
745,793	76,257	76,257
76,854	7,919	7,919
2,311	237	237
251,659	25,798	25,798
825,080	84,364	84,364
85,026	8,761	8,761
3,910	401	401
425,523	43,621	43,621
1,395,107	142,649	142,649
143,770	14,814	14,814
1,599	164	164
174,224	17,860	17,860
571,201	58,405	58,405
58,861	6,065	6,065
11,749	1,205	1,205

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Holder of relevant

interest

For personal use only

Date of Change

04/08/2021 As above 04/08/2021 As above 04/08/2021 As above 04/08/2021 As above 04/08/2021 As above 04/08/2021 As above 04/08/2021 As above 04/08/2021 As above 04/08/2021 As above 04/08/2021 As above 04/08/2021 As above 04/08/2021 As above 04/08/2021 As above 04/08/2021 As above 04/08/2021 As above 04/08/2021 As above 04/08/2021 As above 04/08/2021 As above 04/08/2021 As above 04/08/2021 As above 04/08/2021 As above 04/08/2021 As above 04/08/2021 As above 05/08/2021 As above 05/08/2021 As above 05/08/2021 As above 05/08/2021 As above 05/08/2021 As above 05/08/2021 As above 05/08/2021 As above 05/08/2021 As above 05/08/2021 As above 05/08/2021 As above 05/08/2021 As above 05/08/2021 As above 05/08/2021 As above 05/08/2021 As above 05/08/2021 As above 05/08/2021 As above 05/08/2021 As above 05/08/2021 As above 05/08/2021 As above 05/08/2021 As above 05/08/2021 As above 05/08/2021 As above 05/08/2021 As above 05/08/2021 As above 05/08/2021 As above 05/08/2021 As above 05/08/2021 As above 05/08/2021 As above 05/08/2021 As above 05/08/2021 As above 06/08/2021 As above 06/08/2021 As above 06/08/2021 As above 06/08/2021 As above 06/08/2021 As above

		Number of	Person's Votes
Nature of Change	Consideration	Securities	Affected
Buy	1,279,788	131,193	131,193
Buy	4,195,874	429,026	429,026
Buy	432,397	44,554	44,554
Buy	18,934	1,942	1,942
Buy	2,061,339	211,311	211,311
Buy	6,758,381	691,041	691,041
Buy	696,479	71,765	71,765
Buy	5,216	535	535
Buy	568,121	58,239	58,239
Buy	1,862,621	190,452	190,452
Buy	191,945	19,778	19,778
Buy	5,304	544	544
Buy	577,837	59,235	59,235
Buy	1,894,474	193,709	193,709
Buy	195,235	20,117	20,117
Buy	4,261	437	437
Buy	463,977	47,563	47,563
Buy	1,521,181	155,540	155,540
Buy	156,765	16,153	16,153
Buy	5,587	573	573
Buy	608,019	62,329	62,329
Buy	1,993,428	203,827	203,827
Buy	205,426	21,167	21,167
Buy	532,552	75,158	75,158
Buy	124,126	17,436	17,436
Buy	135,408	14,105	14,105
Buy	31,558	3,272	3,272
Buy	177,062	18,444	18,444
Buy	41,271	4,279	4,279
Buy	164,985	27,580	27,580
Buy	38,459	6,399	6,399
Buy	1,465,219	152,627	152,627
Buy	341,529	35,410	35,410
Buy	234,259	24,402	24,402
Buy	54,600	5,661	5,661
Buy	259,162	26,996	26,996
Buy	60,407	6,263	6,263
Buy	438,211	45,647	45,647
Buy	102,141	10,590	10,590
Buy	179,414	18,689	18,689
Buy	41,821	4,336	4,336
Buy	1,317,965	137,288	137,288
Buy	307,203	31,851	31,851
Buy	2,122,896	221,135	221,135
Buy	494,827	51,304	51,304
Buy	585,072	60,945	60,945
Buy	136,371	14,139	14,139
Buy	595,075	61,987	61,987
Buy	138,705	14,381	14,381
Buy	477,821	49,773	49,773
Buy	111,371	11,547	11,547
Buy	626,150	65,224	65,224
Buy	145,948	15,132	15,132
Buy	49,705	7,086	7,086
Buy	12,582	1,330	1,330
Buy	16,451	1,739	1,739
Buy	15,408	2,600	2,600
Buy	136,129	14,390	14,390

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