Iluka Resources Limited (ASX:ILU)
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Apr 29, 2026, 4:11 PM AEST
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AGM 2024

May 7, 2024

Operator

Good morning, everyone. Before we commence today's meeting, I'll explain the emergency procedures at this venue. In the event of an emergency, you may hear two alarms. The first alarm is the alert alarm. This is a beeping sound advising you to prepare to evacuate. The second alarm is the evacuation alarm. This is a whoop, whoop sound. If you hear this alarm, you must quietly and calmly proceed to your closest exit, either through the main door at the rear or the front exit to my right, then proceed to one of the assembly areas highlighted on the screen. Please follow any instructions of convention center staff or fire wardens. Do not use the lifts. If you require assistance during an evacuation, go through the main doors at the rear into the foyer, where convention center staff can help.

Please take note of the route and location of the emergency assembly areas. I would like to remind all attendees that smoking is not permitted at this venue. Could you please ensure that your mobile phone has either been switched off or placed in silent mode? If you need to leave during the meeting, please exit via the rear door. Thank you. We'll get started in a minute.

Rob Cole
Chairman of the Board and Chair of the Nominations and Governance Committee, Iluka Resources

Good morning, everyone, and welcome to Iluka's 2024 Annual General Meeting. I'm Rob Cole, Iluka's Chairman, and on behalf of our company, I'd like to thank our shareholders, staff, and guests for attending this meeting, whether in person or online today. This is an important event in our calendar and one that the Board looks forward to each year, as it gives us a chance to hear directly from our shareholders and respond to your questions. Iluka has operations in multiple locations around Australia, but our headquarters are located here in Perth, on Whadjuk Noongar country. With this in mind, I'd like to acknowledge the Whadjuk people of the Noongar Nation as the traditional owners of the land on which we meet today, and pay my respects to elders, past and present. I recognize their continuing connection to culture and contribution to this city.

I also recognize the many traditional owners that protect and preserve the rich cultural heritage in the areas where Iluka operations are located. I extend that respect to Aboriginal and Torres Strait Islander peoples here today and online. I'm pleased that a quorum is present, and therefore I formally declare the meeting open. To ensure everyone the best opportunity to vote, I now declare the poll open on all of the resolutions to be considered at today's meeting. You can vote throughout the meeting. If you are voting through the online platform, you can also change your vote up until the time I declare the poll closed, voting closed. I'll give you a warning before closing the poll. I'm joined on stage this morning by Chief Executive Officer and Managing Director, Tom O'Leary, and General Counsel and Company Secretary, Ben Martin.

Also here with us today, either in the room or online, are my fellow directors. Each director's experience and qualifications are outlined in Iluka's 2023 Annual Report. First is Marcelo Bastos. Marcelo is Iluka's longest-serving Director, who joined the Board in February 2014. Marcelo is independent Non-Executive Director and member of the Audit and Risk Committee, the Nominations and Governance Committee, and the Chair of the Sustainability Committee. Next is Susie Corlett, who joined the Board in June 2019. Susie is independent Non-Executive Director and member of the Audit and Risk Committee, the Nominations and Governance Committee, and the Sustainability Committee. Next is Lynne Saint, who joined the Board in October 2019. Lynne's independent Non-Executive Director, chair of the Audit and Risk Committee, and a member of the Nominations and Governance Committee and the People and Performance Committee.

Unfortunately, Lynne is unable to be here today due to some unfortunate family circumstances which demand Lynne's attention back in Brisbane. She asks for your understanding and sends her sincere apologies. And finally, Andrea Sutton, who joined the Board in March 2021. Andrea is independent Non-Executive Director, chair of the People and Performance Committee, and a member of the Nominations and Governance Committee. As like myself, Andrea is standing for re-election today. I'll introduce Andrea in more detail before the resolution for her re-election, where Andrea will address the meeting. Also in attendance today are members of Iluka's executive, management team. The last introduction is for the two external auditors here, present here today. First is Helen Bathurst, partner of our outgoing auditor, PricewaterhouseCoopers.

Helen or her representative will be available to answer any questions shareholders may have on the conduct of the 2023 audit, the preparation and content of the Auditor's Report, the accounting policies adopted by the company in relation to the preparation of the financial statements, and the independence of the auditor in relation to the conduct of the auditor. Jane Bailey, a partner of our incoming auditor, KPMG, effective from the 2024 financial year, subject to your approval at this meeting. Today's meeting is being held in a hybrid format, with participation being conducted at this venue and via the online platform. I'll now ask Ben Martin, our Company Secretary, to walk through the procedural matters of asking questions and voting.

Ben Martin
General Counsel and Company Secretary, Iluka Resources

Thank you, Rob. I will first cover attendees using the online platform. Online shareholder participation at this meeting will be supported through the Computershare online platform. Shareholders and proxy holders will have the ability to ask questions and make comments verbally or in writing, as well as vote at the meeting using the online platform. Please ensure that you have registered as a shareholder or proxy holder and not as a guest, as guests are not entitled to ask questions, make comments, or vote online at this meeting. If you have registered as a guest, you can change your registration by selecting the plus symbol next to your name on the top left-hand side of the screen. Enter your SRN or HIN, country of your registered address, postcode if you live within Australia, and then select Add Holding.

To ask a question or make a comment, you may do so through the question facility on the platform. As the meeting is open, the Q&A icon located at the top of the screen is active. To send in a written question, simply select the Q&A icon, select the topic to which your question relates from the dropdown menu, type your question, and press the Send button. All online questions will be addressed to the chairman. If there is a duplication of questions, we will group them together, and if questions are lengthy, we may need to summarize them in the interest of time. The chairman will either answer the question or pass it to the most appropriate person to answer. If you prefer to ask your question verbally, you will need to follow the instructions on the online meeting platform.

To avoid feedback, please ensure you mute the online broadcast before you dial. If you have a question already prepared, please submit it now, and we will endeavor to respond to as many questions as time allows when we come to the relevant agenda item. For attendees here at the venue, please note that only shareholders or their proxy, attorney, or authorized company representative holding a green or yellow admission card are entitled to ask questions or make comments. All questions should be addressed to Rob Cole as the Chair of the meeting. When the floor is open to questions, please make your way to the microphone with your admission card if you wish to ask a question or make a comment on the resolution or management of the company. Alternatively, a microphone will be passed to you.

Please state your name and indicate whether you are speaking on behalf of a shareholding you own directly or beneficially, or whether you are speaking as a proxy or representative of another shareholder or group of shareholders. Please also state your affiliation if you are not here today in your personal capacity. It is important that we give shareholders as a whole a reasonable opportunity to ask questions or make comments if they wish to do so. Therefore, I ask that speakers restrict themselves, at least initially, to no more than two questions at the microphone. If you have two questions, please ask them together and limit your questions to no longer than two minutes. Anyone wishing to speak more than once will be given a subsequent opportunity to do so if time permits, and in the meantime, they should kindly resume their seat.

The chairman will respond to shareholders' comments or questions submitted before the meeting first, followed by shareholders in the room, then from the online platform, and finally, any audio questions. I will now explain the online voting process. As the poll is open, the Vote icon located at the top of the screen is active. Selecting this icon will display the resolutions and present you with voting options. To cast your vote, simply select one of the options. Once selected, a tick will appear to confirm receipt of your vote. To change your vote, select Click here to change your vote and press a different option to override.... Any appointed proxy who has been given discretion on how to vote, should vote in the same manner.

Any appointed proxy that has been directed to vote in a certain manner and has no discretionary votes to cast does not need to vote, as those votes will automatically be counted in accordance with those directions. If you experience any difficulties with the online platform, the Computershare helpline number is, if calling within Australia, 03 9415 4024, or if calling from outside Australia, +61 3 9415 4024. For shareholders and proxy holders here at the venue, at the time of registration for this meeting, those persons eligible to vote were given a green admission card. The voting boxes are on the back of this green admission card. If you are a proxy holder, a summary of your voting instructions have been attached to the green admission card you have received.

By signing and lodging the voting card, you will be taken to have voted in accordance with the instructions you have been given. The summary also shows any open votes that you have been given to vote as you consider appropriate. Computershare staff will collect all the voting cards after all resolutions have been put to the meeting. Alternatively, you may drop your completed voting card in one of the ballot boxes located at the exit if you need to leave the meeting early. There will be an opportunity for you to ask Computershare staff any questions about the completion of your voting card prior to the closing of the poll. Thank you for your attention.

Rob Cole
Chairman of the Board and Chair of the Nominations and Governance Committee, Iluka Resources

Thanks, Ben. Voting today will be conducted by way of a poll on all items of business. Each shareholder present, either in person, online, or by proxy, attorney, or representative, has one vote for every ordinary share owned. Rod Somes from Computershare Investor Services has agreed to act as Returning Officer for the poll. As of the proxy close date, we've received proxies representing 326.7 million shares, or 76% of the company's issued shares. Details of the proxies received are shown on screen and will also be shown again at each item of business before any discussion commences. I'm holding open proxies in my capacity as Chairman. It's my intention to vote all available proxies in favor of all resolutions. The result of the poll will be announced later today to the Australian Securities Exchange and will be posted on Iluka's website.

The notice of meeting for this year's Annual General Meeting was distributed to shareholders and posted on the ASX on 26th March 2024, and I propose that it be taken as read. This is our company's 69th AGM, and our 25th since adopting the name Iluka in 1999. So we're marking somewhat of a silver jubilee today, and I thank you for joining us. Much has transpired in the 12 months since our last meeting. As Tom and I conveyed in our letter to shareholders in February, in February, 2023 was characterized by external challenges, predominantly in the form of persistent inflation, subdued demand, and geopolitical volatility. These factors inevitably impacted Iluka's financial performance, but the results we achieved, despite the macro environment, nevertheless reflect our resilience and commitment to delivering sustainable value. Chief among those results is our safety performance.

We delivered a 65% reduction in our total recordable injury frequency rate to 2.4, and a 17% reduction in serious potential incidents to 15. Safety is our first and enduring priority, and these reductions are critical as Iluka looks towards an increased level of activity in the years ahead, particularly the execution of major capital developments, which I'll return to shortly. Market and operational discipline have long been hallmarks of Iluka's approach and have again been demonstrated over the past year. Given the external backdrop, we were deliberate in prioritizing the value of our products, rather than placing volumes into the market at reduced prices or creating an oversupply in our industry. This resulted in Iluka achieving its third highest NPAT in the last decade, excluding the accounting impact of the Deterra demerger.

The company generated a 43% EBITDA margin, and despite lower sales volumes in the second half, prices for our products remained relatively strong by historical standards. Maintaining prices at the level Iluka did in 2023 is a significant achievement, given the circumstances the company encountered. Furthermore, the benefits of our discipline are evident in the improvement in market conditions we've witnessed during the first months of 2024. In Q1, we delivered zircon sales volumes that were double what we achieved in the previous quarter, and Q2 sales to date have already exceeded Q1, alongside modest price increases. Positive signs are observable in our titanium feedstock business, too. We've seen indications of a recovery in the pigment market continue with volume and price growth reported by Western manufacturers. This follows a lengthy period of destocking, where Iluka's customers also demonstrated production discipline.

The long-term sales contracts we have in place for our principal synthetic rutile asset, SR2, have served Iluka well during this period, providing important revenue certainty for the company. Production from our smaller swing production asset, SR1, was paused in October in light of market conditions, and that kiln is expected to remain offline for the remainder of 2024. Importantly, however, Iluka retains the ability to restart SR1 in a matter of weeks in the event of demand for additional volumes or in the event of supply outages elsewhere in the industry. Last year, I remarked that Iluka's exclusively Australian production base of critical minerals had been a key evolution for the company. That holds true, not only when one considers a unique swing production capability like SR1, but also for the new mining, processing, and refining developments we are executing and studying.

The Balranald project in New South Wales is currently under construction, ahead of its scheduled commissioning in the second half of 2025. This is where we will deploy our novel, remotely operated underground mining technology at commercial scale for the first time. At Wimmera, in Western Victoria, we're undertaking a definitive feasibility study and have declared an Ore Reserve for the project's rare earths minerals. The Board approved a definitive feasibility study for the Tutunup development in Western Australia in May last year, as a potential future source of ilmenite for our synthetic rutile operations. And we have other earlier stage projects, where studies are also progressing. Iluka's track record of environmental stewardship is central to our ability to deliver these future production options.

We rehabilitated 353 hectares of land across the portfolio in 2023, and notably achieved relinquishment of 252 hectares of rehabilitated land in the United States. This occurred alongside the measured steps we're taking to reduce carbon emissions from our operations, such as building another solar facility, this one to help power the Cataby mine from 2025. The installation of panels at that facility will occur over the next 2-3 months, with power on scheduled for January next year. Of course, Iluka's work to develop a sustainable Australian rare earths business represents the primary contribution the company will make to reducing carbon emissions globally. Through our strategic partnership with the Australian government, we're at the forefront of the development of a domestic rare earths industry.

In parallel, allied and like-minded governments are moving to establish sovereign capabilities and new supply chains for commodities critical to national security and the energy transition, including rare earths. Both at home and abroad, this has led to various legislative policy investment and cooperation instruments that are increasingly relevant to our business and our development of the Eneabba refinery in particular. Since the onset of the COVID-19 pandemic, inflation has affected nearly all major resources projects in Western Australia, and Eneabba has not been immune. In February, Iluka confirmed a revised capital range for Eneabba of AUD 1.7 billion-AUD 1.8 billion, with commissioning scheduled for late 2026. As Tom outlined last year, the Eneabba refinery is the first facility of its type in Australia, and one of very few outside China.

It's an infrastructure asset of global significance, with the prospect of delivering considerable value for Iluka over the long term. Realizing that value for shareholders is your Board's primary focus, and that of our company more broadly. I'm mindful that this is an area of acute interest at present, and I'll now hand over to Tom to discuss how we're going about that essential task. Over to you, Tom.

Tom O'Leary
CEO and Managing Director, Iluka Resources

Thank you, Rob, and good morning, all. When I stood here last year, I stated Iluka's conviction that we can continue to deliver sustainable value by harnessing the mega trends shaping the global economy, the energy transition, the development of independent supply chains, and the establishment of sovereign capabilities that counter market interference and spur new industries. Twelve months on, and notwithstanding a significant increase in the capital required to build the Eneabba refinery, that conviction remains. But your company is a commercial enterprise, and our stated purpose is to deliver sustainable value. First and foremost, we are custodians of our shareholders' capital.... You've just heard from the Chairman the actions we've taken in line with that ethos in our mineral sands business over the past year, and the outcomes delivered as a result.

As a part of the rare earths diversification pathway we've embarked on, Iluka's shareholders have forgone substantial short-term returns available from simply selling the company's unique rare earth stockpile. This has occurred to pursue the longer-term opportunity to build a multi-generational refining business. I'd like to again acknowledge your patience in this regard. I also acknowledge the views of some shareholders that we'd be better off commercializing the stockpile immediately. For a strategic infrastructure asset like Eneabba, the drivers of value are longevity, product pricing, operational performance, and capital structure. As you're aware, we're currently in discussions with our strategic partner, the Australian Government, on capital structure. I can't disclose the status of those discussions and won't be drawn on precisely when arrangements might be announced, nor on likely terms.

I've said before, that it's extremely unlikely that the Commonwealth would countenance advancing all of the funds necessary to meet the additional capital requirement, but I can assure you that I have heard your perspective on the limits to which Iluka can go to invest shareholders' funds in the Eneabba project, especially considering the risks inherent in the rare earths industry. Once our discussions on capital structure are concluded, we'll provide a fulsome update on how we're mitigating those risks and the overall value proposition of the rare earths business we're building. In terms of our progress at site, bulk earthworks and ground improvement activities were completed in 2023. The new camp has largely been commissioned. Long-lead procurement packages have been awarded, including for the roasting kiln, solvent exchange agitators, ion exchange system, spiral heat exchangers, and boilers.

Negotiations are underway for other major equipment packages and for detailed works. Returning to the mega trends I commenced with, Eneabba's importance in this context continues to intensify. Competition for the green economy is now the hallmark of global policymaking. We've seen a slew of nations, Canada, Japan, South Korea, members of the European Union, and Australia, respond to the U.S.'s decisive Inflation Reduction Act. Policy settings in these countries are now aimed squarely at retaining onshore some of the economic opportunities of the energy transition. Within this new framework for international trade and investment, rare earths are the subject of heightened attention, and this is because, at present, China's dominance of the rare earths industry, which in the case of heavy rare earths is near total, is achieved through production supremacy as well as influence over pricing.

One stark and recent example of the Chinese government's action was made clear this past December, when it banned the export of heavy rare earths processing technology. In addition to being essential for the production of electric vehicles and wind turbines, the key heavy rare earths, dysprosium and terbium, have critical applications in defense and national security. There are clear ongoing efforts, including by Chinese state-owned entities, to extend their nation's monopoly by controlling Australia's rare earth deposits. From Western Australia to Western Victoria, this is taking place via a number of binding offtake agreements with various companies and via ownership, as in the well-documented case of Northern Minerals, among others. Further still, China's influence over the global rare earths market is pervasive, including through pricing indices such as the Asian Metal Index.

This is different from the cyclical pricing dynamics associated with markets for other critical minerals, such as the nascent lithium market or markets for Iluka's titanium and zircon products. It's also different from the impact of technological shifts, such as that evidenced by Indonesia's emergent dominance in nickel. While China is a significant customer of all of these commodities, they are all produced in material quantities in countries outside China. For rare earth oxides, China accounts for approximately 90% of all production, and for the key heavy rare earths, effectively 100%. It's this monopolistic production, combined with interference in pricing, that's resulting in market failure, and rare earths are among very few metals where China has demonstrated a preparedness to weaponize its control.

Our Chief Financial Officer, Adele Stratton, will present at an investor conference in the coming days, and will demonstrate through publicly available information that no participant, regardless of geography, is making any money at today's prices. With all that said, we must acknowledge that the position China occupies in rare earths today is the result of a deliberate, highly successful approach spanning almost 40 years.... tactics it employs disincentivize Western and like-minded countries from developing refineries like Eneabba. This underscores the scale of the challenges now facing Western countries more broadly. As consumers switch to electric vehicles, do those governments wish to retain their automobile industries, or are they prepared simply to leave that manufacturing to China? Will they acquiesce to their flagship carmakers merely managing the assembly of electric vehicle parts supplied by Chinese companies, if indeed China is willing to permit such activities taking place at all?

Are they prepared to be entirely reliant on China for the supply of heavy rare earths, with all of the implications that carries for national defense planning and procurement? Will they pursue the decarbonization of their transport industries only to the extent that China allows that to happen? Beyond the drivers I mentioned earlier, the answers to these questions will be significant determining factors in Iluka's ability to deliver sustainable value from its rare earth business. For our part, we have taken a number of concrete steps to catalyze an Australian rare earth industry that is genuinely independent. We've entered into a concentrate supply agreement with Northern Minerals that ensures that upon the development of the strategically important Browns Range deposit, rich in heavy rare earths, those minerals will be refined in Australia. Discussions with other potential third-party concentrate suppliers are ongoing.

Within our own portfolio, we've progressed key mining developments at Balranald in New South Wales and Wimmera in Victoria, as well as commencing a feasibility study into metallization, the next stage of the rare earths value chain. The principal purpose of these initiatives is to secure the longevity of the Eneabba refinery, but they also serve to spread the opportunities provided by Eneabba beyond Iluka to emerging mining companies, beyond Western Australia to other states, and even beyond Australia, producing rare earth oxides for our allies and partners, which is itself a game-changing step to those further downstream. From a marketing perspective, Iluka has communicated previously its approach of not inextricably linking the price of its products, and thus our revenue, our profitability, and so ultimately, our sustainability to the Asian Metal Index. This contrasts with the approach taken by others.

Our firm view is that the development of strong and independent supply chains, a sustainable industry, necessitates moving away from the artifacts that underpin the existing monopoly structure, and key among these is pricing control. We're essentially working with customers to develop a market that values secure supply from Australia. Linking prices to the Asian Metal Index only further entrenches China's market power. Over and above Iluka's actions, Australia's position at the center of the rare earths value chain will depend, in no small part, on the alignment of public policy settings, and by this I mean alignment across commonwealth portfolios with states and territories, and where appropriate, with our allies and like-minded, strategic partners overseas. This goes directly to how we can leverage the value addition of key critical minerals in achieving both our country's prosperity and security. Quite obviously, unlike China, Australia is not a planned economy.

We have a complex federation, and aspects of our policymaking will inevitably be imperfect. But alignment in vital economic and strategic areas is nonetheless something we can and must strive for, particularly when the stakes are as high and the opportunities as great as they are in rare earths. While we have some way to go, it's pleasing to see this alignment starting to take place. The Treasurer's recent announcement of reforms to Australia's foreign investment rules marks a key development. So, too, the Prime Minister's emphasis on capitalizing on our comparative advantages and building sovereign capabilities in areas of national interest as part of the Future Made in Australia Act. It is critical that this does not degenerate to binary argument domestically. The liberalization of Western economies that occurred in the 1980s and 1990s has delivered lasting benefits to those countries, Australia, chief among them.

But equally, the dominant position China has attained in rare earths during that time is surely evidence of the unintended consequences of a doctrinaire market forces mindset. Our geopolitical circumstances have changed, and our strategic economic policy must reflect this. That's not an argument for a return to the old protectionism, nor for intervention in all commodities or all critical minerals projects. Iluka's Eneabba stockpile is unique. We have pledged this asset, valued at over $1 billion, to the Commonwealth as security.

Rob Cole
Chairman of the Board and Chair of the Nominations and Governance Committee, Iluka Resources

... So there is a role for well-designed entities for the year ended December 31, 2023. During this item of business, we'll also give shareholders as a whole, a reasonable opportunity to ask questions or make comments about Iluka and its management. Shareholders may also ask questions of the auditor. Such questions must be relevant to the conduct of the audit, the preparation and content of the Auditor's Report, the accounting policies adopted in preparing the financial statements, and the auditor's independence. Pleased that no resolution or vote is required on this item. I'll now open the meeting to any of questions or comments from shareholders. If you have a question that relates to the other items of business, including director re-election, remuneration, the grants of securities to the managing director, or change of auditor, I'd ask that you hold your questions until we reach those agenda items.

I'll first respond to the questions submitted in advance of the meeting. We had one, and the question is from Mr. Jeff Cole, no relation, and reads: Why has Iluka excluded New Zealand resident shareholders from the company's dividend reinvestment plan? Are those reasons compelling enough for this practice to continue? If so, why? If not, why not? Thank you for the question, Jeff. When we first reintroduced the dividend reinvestment plan, or the DRP for short, back in 2018, we tried to keep the plan simple, only offering DRP to Australian resident shareholders. The reason was that you require individual securities law advice for each jurisdiction we offer into, and at the time, and even now, we only have a very small number of international shareholders.

As New Zealand shareholders have reciprocal securities laws with Australia's, and depending on cost, we'll revisit the option of extending the DRP to New Zealand resident shareholders before the next dividend. Thank you for the question. Are there any questions or comments on this item of business from the floor? Yes.

John Campbell
Company Monitor, Australian Shareholders' Association

Thank you. John Campbell, representing the Australian Shareholders' Association. We've got 99 proxies this year, just outside the top 20 shareholders in number of votes. Can I ask you to clarify the application of the dividend policy in relation to the capital expenditure on the rare earth plant? As the question is whether, to the extent that it's funded by the non-recourse loan from the Commonwealth Government, should that element of the capital expenditure be excluded from deduction from operating cash flow and arriving at distributable profits? Because otherwise, it seems a bit unfair to shareholders that we have to wait effectively 3 or 4 years before we get-

Rob Cole
Chairman of the Board and Chair of the Nominations and Governance Committee, Iluka Resources

Thanks, John. Thanks, John. Well, our policy, as you are probably aware, is that we declare dividends out of 40% of operating cash flow, not required for balance sheet or investing purposes. You'd also be aware we're very deliberate in that securing a loan from the Commonwealth. So the vast majority of funds for the refinery will actually be using Commonwealth funds rather than Iluka equity. And that policy will continue. I might just ask Tom to elaborate on some nuances in how that'll apply in the context of potential equity contributions to the refinery. Tom?

Tom O'Leary
CEO and Managing Director, Iluka Resources

Thanks, Rob. Yeah, the short answer to your question, I think, is yes. But to be more clear about it, perhaps, the dividend policy remains the same, and as Rob outlined, you know, 40% of mineral sands free cash flow is not required for balance sheet or investing purposes. I note also that we pay 100% of the Deterra dividends received. But when we consider investment purposes in that first test, we take account of our equity investment in the rare earths business, but we don't take account of drawdowns on the funding facility we have from the Commonwealth. And that's why the answer to your question is yes.

Rob Cole
Chairman of the Board and Chair of the Nominations and Governance Committee, Iluka Resources

Yes, yes, indeed. You're right.

John Campbell
Company Monitor, Australian Shareholders' Association

So that means that we're not constrained to the investing cash flow, that the free cash flow that would be shown from the cash flow statement. It would be a calculated adjustment that takes into account the reduction of net expenditure from the government loan.

Rob Cole
Chairman of the Board and Chair of the Nominations and Governance Committee, Iluka Resources

We, we take into account, any requirement to provide equity into the rare earth refinery project, and that would be considered as investing for the purpose of our dividend policy. But the vast majority of funds are being provided by the Commonwealth. Okay. Any more questions from the floor? Yes, John.

John Campbell
Company Monitor, Australian Shareholders' Association

Perfect. Perfect.

Rob Cole
Chairman of the Board and Chair of the Nominations and Governance Committee, Iluka Resources

... Good. Sure. It's always good to have some in the room on the day. Thank you.

John Campbell
Company Monitor, Australian Shareholders' Association

I've got a couple more. The first one is in relation to the impairment note, where you indicate that the Cataby South West cash-generating unit, which accounts for about 50% of group assets. There's a rider in the text of the note that says that, I think it means that it excludes the consequence of the capital works being covered by the Australian government's Safeguard Mechanism, which would otherwise require the reduction of carbon output by 30% by 2030, which would be pretty significant. I guess that you must be confident of that, of what, Mr.

O'Leary has been referring to, in alignment of Commonwealth Government policy in that area, to give you some form of exemption because of the contribution of the RE plant to global emission levels.

Rob Cole
Chairman of the Board and Chair of the Nominations and Governance Committee, Iluka Resources

Yeah. Okay. Thanks, John. I understand we have recently submitted our application to the federal energy-Clean Energy Regulator to establish our baseline for the SR2. So that's the first step to establish the baseline from which the 4.9% notional decline will apply. But the framework does allow for trade-exposed businesses, where there's a serious risk of carbon leakage, to apply for a reduced percentage decline. For I think it's trade-exposed baseline adjusted is what you apply for. I understand we're considering that. We believe that we'll be entitled to apply under that framework, and we will be looking to apply under that framework sometime later this year, I think. And we'll know the outcome.

I think the percentage decline rate under the framework can be as low as 1%, so significantly less. So it's too early for us to understand the impact at the moment.

John Campbell
Company Monitor, Australian Shareholders' Association

I do have another question. Thank you, Chairman.

Rob Cole
Chairman of the Board and Chair of the Nominations and Governance Committee, Iluka Resources

Sure.

John Campbell
Company Monitor, Australian Shareholders' Association

The rare earth market, lithium and rare earths together, has taken a bit of a slump in terms of price, and you've referred to the mechanism being tainted by the way the market operates. I understand that, but the escalating costs of the refinery and everything else, do you really have good grounds for believing that ultimately the prices will justify the huge expense involved? And secondly, do you think it'll be necessary to sell the interest in Deterra, the remaining interest in Deterra, to be able to fund the part of the project that the government wants Iluka to fund?

Rob Cole
Chairman of the Board and Chair of the Nominations and Governance Committee, Iluka Resources

Thanks, John. I think, Tom... I'll just refer back to the comments that Tom made. That we remain convinced that the Eneabba refinery has the potential to deliver long-term sustainable value for our shareholders over the long term, so we remain convinced of that. We believe that nothing has changed between the Australian government and ourselves about the strategic drivers that led to the formation of the partnership, and that's built on the requirement to build a secure Australian supply chain for rare earths. The belief, supported by the International Energy Agency, that long-term demand for rare earths will be very, very strong, increasing by multiples over the long term. So we remain convinced. Having said that, as Tom said, we're in discussions with the Australian government now about how we'll fund the increased capital costs.

Those discussions have not yet been completed.

John Campbell
Company Monitor, Australian Shareholders' Association

Okay. And on Deterra?

Rob Cole
Chairman of the Board and Chair of the Nominations and Governance Committee, Iluka Resources

Oh, on Deterra, yes. We have no plans to sell our interest in Deterra at this point, so thank you. Are there any other questions from the floor? Thank you for that. Ben, are there any online questions or comments?

Ben Martin
General Counsel and Company Secretary, Iluka Resources

There are, Rob. We have a few. The first is asked by a shareholder, Mr. Stephen Mayne, and his first question is: Why haven't we launched any takeovers in the rare earth space, given there is so much activity at the moment? And do we believe that our company could not be taken over by a foreign predator, given the national strategic interest for our assets? Do we believe FIRB would block all foreign bids for our company?

Rob Cole
Chairman of the Board and Chair of the Nominations and Governance Committee, Iluka Resources

Okay. Thanks, Stephen. I don't propose to comment on possible merger and acquisition activity. As you'd expect, we'll obviously review the landscape continuously, both in relation to ourselves and others, but I don't propose to comment further on that, nor on the likely attitude of the Foreign Investment Review Board, were someone to target us. Thank you.

Ben Martin
General Counsel and Company Secretary, Iluka Resources

Rob, the second question from Mr. Mayne is: Did any of the main proxy advisors, ACSI, Ownership Matters, Glass Lewis, and ISS, recommend a vote against any of today's resolutions? Which of the proxy advisors are covering us, and has there been a material proxy protest vote against any of today's resolutions? Will you disclose the proxy votes before the debate on today's resolutions, so shareholders can ask questions about the reasons, if there have been any protest votes? And why not disclose the proxy position with the formal addresses at next year's AGM?

Rob Cole
Chairman of the Board and Chair of the Nominations and Governance Committee, Iluka Resources

... Okay, so thanks, Stephen. We actually have five proxy advisors that cover us, and yes, one proxy advisor did recommend against our remuneration report. I note that, notwithstanding that, today's vote, well, we'll come and show the results. I'll show the results when we get to vote, but it's a comfortable majority. Sorry, what was the second part of the question, Dan?

Ben Martin
General Counsel and Company Secretary, Iluka Resources

Bear with me.

Rob Cole
Chairman of the Board and Chair of the Nominations and Governance Committee, Iluka Resources

Will we disclose them? We do disclose the results before discussion, I believe, but we don't plan to disclose them in advance of the meeting. We don't want to put the results up that shows anything's a fait accompli that might discourage discussion by shareholders in the meeting.

Ben Martin
General Counsel and Company Secretary, Iluka Resources

Thank you. Okay, and the third question from Mr. Mayne is: When disclosing the outcome of voting on all resolutions today, including Rob Cole's re-election, could you please advise ASX how many shareholders voted for and against each item, similar to what happens with a scheme of arrangement? This will provide a better gauge of retail shareholder sentiment on all resolutions and was a disclosure initiative adopted by the likes of Metcash, Altium, Myer, Tabcorp, Qantas, Dexus, and ASX after their AGMs. Retail shareholder participation is falling both at AGMs and in capital raisings, partly due to the move away from paper. Do you know how many shareholders voted by proxy before today's AGM, in addition to the Australian Shareholders' Association's 99 proxies?

Rob Cole
Chairman of the Board and Chair of the Nominations and Governance Committee, Iluka Resources

Okay. Thanks, Stephen. Look, we're aware that some companies in the ASX are adopting the trend you've referred to. We don't plan to at this stage, but certainly we don't have a closed mind. We'll monitor what is happening in terms of disclosing the number of shareholders who voted, and we obviously, you know, the way we vote is it's one vote, one share. But we'll continue to monitor market practice, but we're not gonna be an early adopter at this stage. And what was the second part, Dan?

Ben Martin
General Counsel and Company Secretary, Iluka Resources

Do you know how many shareholders voted by proxy for today's AGM?

Rob Cole
Chairman of the Board and Chair of the Nominations and Governance Committee, Iluka Resources

Not standing up here today, I don't have the answer to that, so. Are there any further online questions?

Ben Martin
General Counsel and Company Secretary, Iluka Resources

No more questions online, Rob.

Rob Cole
Chairman of the Board and Chair of the Nominations and Governance Committee, Iluka Resources

Okay. Okay, thanks for your questions. I'll now move to the audio facility. Operator, are there any comments or questions from the audio facility?

Ben Martin
General Counsel and Company Secretary, Iluka Resources

Chairman, there are no audio questions.

Rob Cole
Chairman of the Board and Chair of the Nominations and Governance Committee, Iluka Resources

Okay, thank you. That concludes this item of business, and we'll now move on to the next item. As the next item concerns my own re-election, I'll ask Susie Corlett to take the chair.

Susie Corlett
Independent Non-Executive Director and Member of the Audit and Risk Committee, Nominations and Governance Committee, and the Sustainability Committee, Iluka Resources

Thank you, Rob. Good morning, everyone. The next item of business is the re-election of Rob Cole, which is Resolution 1 in the Notice of Meeting. Details of Rob's qualifications and experience are set out in the Notice of Meeting. Rob was appointed to the Board in March 2018 and is considered by the Board to be an independent director. Rob retires at this meeting in accordance with Article 17.2 of the company's constitution, and being eligible, Rob offers himself for re-election. Having reviewed Rob's performance, the Board considers Rob's skills and experience, in particular in energy and resources, strategy and risk, legal and regulatory, and exploration, coupled with his leadership, as valuable both to the Board and to Iluka's long-term sustainable success.

Rob is Chairman of the Board, Chair of the Nominations and Governance Committee, and is a member of both the People and Performance and the Sustainability Committees. The Board, with Rob abstaining, unanimously supports Rob's re-election. I would now like to invite Rob to address the meeting.

Rob Cole
Chairman of the Board and Chair of the Nominations and Governance Committee, Iluka Resources

Thank you, Susie. I'm pleased to have the opportunity to address you about my proposed re-election for a third term. Prior to becoming a Non-Executive Director, I worked in the energy and resources industries for over 30 years. I'm a former Executive Director of Woodside and a former managing director of Beach Energy. In addition to these leadership roles, I've had executive responsibility for numerous functions over the years, such as strategy, commercial, legal, marketing, procurement. Before joining the energy sector, I had an extensive legal career at King & Wood Mallesons. I believe my experience has given me a good understanding of the complexities and challenges of carrying on a capital-intensive, extractive industry business through the full life cycle of exploration, development, production, processing, rehabilitation.

In addition to my role at Iluka, I'm a Non-Executive Director of Cleanaway, an ASX 100 waste management company. I'm also Chair of Perth Airport and Pro-Chancellor of Curtin University, and a former chair of various other listed public and private organizations. Since becoming Chair of Iluka two years ago, I believe my experience as a chair has enabled me to effectively lead and facilitate good governance by the Board. We've been decisive in reshaping the business over the past few years to take advantage of new opportunities and respond to challenges in very turbulent times. I have a good understanding of my duties as a director and as a chair in particular, and I'm very focused on Iluka's core objective of delivering sustainable value. I've enjoyed being on the Board for the past six years, including two as Chair.

I'm excited about the future for Iluka, and if reelected, I look forward to working on behalf of Iluka's shareholders through the next phase of the company's development. Thank you.

Susie Corlett
Independent Non-Executive Director and Member of the Audit and Risk Committee, Nominations and Governance Committee, and the Sustainability Committee, Iluka Resources

Thank you, Rob. Proxies received in relation to this item of business are shown on the screen. I will now open the meeting to questions or comments from shareholders. As there are no questions or comments received in advance of the meeting, are there any questions or comments on this item of business from the floor? Ben, are there any online questions or comments?

Ben Martin
General Counsel and Company Secretary, Iluka Resources

There is one coming through. Just bear with me, Susie. The question is from Mr. Stephen Mayne, and the question is: Is Rob planning to serve a full three-year term, and will this be his last term on the Board such that he won't serve longer than five years as our chair? What does he think about director tenure limits?

Susie Corlett
Independent Non-Executive Director and Member of the Audit and Risk Committee, Nominations and Governance Committee, and the Sustainability Committee, Iluka Resources

Rob, I'll pass that question to you.

Rob Cole
Chairman of the Board and Chair of the Nominations and Governance Committee, Iluka Resources

Sorry, who was the question from, Ben?

Ben Martin
General Counsel and Company Secretary, Iluka Resources

Mr. Stephen Mayne.

Rob Cole
Chairman of the Board and Chair of the Nominations and Governance Committee, Iluka Resources

Yeah. So, thanks, Stephen. I certainly intend serving out the three years. As I said, I'm very excited about the future. Yes, that'll be five years and nine years in total. I'm a believer in tenure limits of nine or 10 years. I think it's a sensible limit, whether it's nine, whether it's 10. It'll depend on the circumstances we approach the end of my next term, and I'll look at it then. But certainly, I believe in nine, nine to 10 years is a sensible limit. Thank you.

Susie Corlett
Independent Non-Executive Director and Member of the Audit and Risk Committee, Nominations and Governance Committee, and the Sustainability Committee, Iluka Resources

Thank you, Rob. Ben, are there any further questions online?

Ben Martin
General Counsel and Company Secretary, Iluka Resources

No further online questions on this item, Susie.

Susie Corlett
Independent Non-Executive Director and Member of the Audit and Risk Committee, Nominations and Governance Committee, and the Sustainability Committee, Iluka Resources

I will now move to the audio facility. Operator, are there any questions or comments on the audio facility?

Andrea Sutton
Independent Non-Executive Director, Chair of the People and Performance New Committee, and Member of the Nominations and Governance Committee, Iluka Resources

Chair, there are no audio questions.

Susie Corlett
Independent Non-Executive Director and Member of the Audit and Risk Committee, Nominations and Governance Committee, and the Sustainability Committee, Iluka Resources

Thank you. That concludes our discussion on this item of business. Please cast your vote on this item. I will now hand the meeting back to Rob.

Rob Cole
Chairman of the Board and Chair of the Nominations and Governance Committee, Iluka Resources

Thank you, Susie. Of Andrea Sutton, which is Resolution 2 in the notice of meeting. Details of Andrea's qualifications and experience are set out in the notice of meeting. Andrea was appointed to the Board in March 2021 and is considered by the Board to be an independent director. Andrea retires at this meeting in accordance with Article 17.2 of the company's constitution, and being eligible, Andrea offers herself for re-election. Having reviewed Andrea's performance, the Board considers Andrea's skills and experience across a range of operational and corporate functions, including a number of executive and roles in mining operations, health, safety and environment, human resources, and infrastructure management within the resources sector, as valuable to the Board and Iluka's long-term sustainable success. Andrea is Chair of the People and Performance Committee, a member of the Nominations and Governance Committee.

The Board, with Andrea abstaining, unanimously supports Andrea's re-election. I'll now hand over to Andrea to address the meeting.

Andrea Sutton
Independent Non-Executive Director, Chair of the People and Performance New Committee, and Member of the Nominations and Governance Committee, Iluka Resources

Thank you, Rob, and good morning. I'm seeking your endorsement for my re-election as an independent, Non-Executive Director to the Board of Iluka Resources, and I appreciate the opportunity to address you today. I bring to the Iluka Board experience over a 30-year career in the resources sector, with extensive executive experience across a range of functions, including operational leadership, health, safety and environment, and corporate activities. The focus has been on building value whilst balancing the requirements of organizational stakeholders and understanding the complex opportunity and risk management environment of modern organizations. As part of the Iluka Board, I look to support the creation of shareholder value by bringing my operational and technical knowledge in discussions to understand the matters at hand, and my executive experience in human resources, asset and infrastructure management, and engineering to support key business decisions....

I also have the privilege to chair the People and Performance Remuneration Committee, following on from Rob after he transitioned to Board chair. Working with the executive to develop a strong culture within the organization, and support robust and fair remuneration outcomes for the business. In addition to my Iluka role, I am a Board member of three government organizations: the Australian Nuclear Science and Technology Organisation, ANSTO, the Australian Naval Infrastructure, and I'm chair of Water Corporation here in Western Australia. I'm also a member of the Board for the not-for-profit National Association of Women in Operations, which supports gender diversity at all levels across operations. I'm a Non-Executive Director at Perenti and gold producer, Red 5 Limited. As a retired executive, my sole focus is on the Boards I serve, and feel confident that I've not overcommitted myself in any way.

There are significant learnings and synergies that are gained across this Board portfolio in areas including health and safety and people and culture, risk management that are applied to my role. I look forward to the continued opportunity to contribute to the success of Iluka, and thank you for your support in my re-election. Thank you. Thanks, Rob.

Rob Cole
Chairman of the Board and Chair of the Nominations and Governance Committee, Iluka Resources

Thank you, Andrea. Proxies received in relation to this item of business are shown on screen. I'll now open the meeting to any questions or comments from shareholders. As there are no comments or questions received in advance of the meeting, are there any questions or comments on this item of business from the floor? Thank you. Sorry, are there any online questions or comments, Ben?

Ben Martin
General Counsel and Company Secretary, Iluka Resources

We have one, Rob, from shareholder Stephen Mayne. The question is: Sierra Rutile share price hit an all-time low of AUD 0.058 ahead of the recent PRM takeover bid, falling from as high as AUD 0.43 at the time of the spin out from Iluka Resources in 2022. What does Andrea Sutton think about the terrible performance of Sierra Rutile since we spun it off? Was it the right decision, and have we thought about buying it back, seeing as it is so, now so cheap?

Rob Cole
Chairman of the Board and Chair of the Nominations and Governance Committee, Iluka Resources

Thank you, Stephen. I think I don't think Andrea was on the Board when we first went in to... But as she didn't participate in the decision when we first went to Sierra, into Sierra Leone, but I will perhaps answer that first and then invite you to comment. Look, we made a very deliberate decision strategically to concentrate our operations in Australia. An enormous resource base here in Australia, and we've proceeded to focus on this jurisdiction. We'd had difficulties on various fronts in Sierra Leone, so it was a good decision by us to exit at the time. I don't propose to comment on their performance since, other than to say nothing's changed at the moment in terms of our strategy. We are not looking at going into West Africa again.

We are focused on our backyard for the time being. Andrea, would you like to add anything?

Andrea Sutton
Independent Non-Executive Director, Chair of the People and Performance New Committee, and Member of the Nominations and Governance Committee, Iluka Resources

Thanks, Rob. Look, I think you articulated it quite well. You know, it's something that was considered by the Board over you know, many meetings, and I think that it is and was the right decision with regards to concentration of our mineral sands business in Australia, and also obviously, the focus on the opportunities for rare earth a rare earth developing business going forward. So I really don't have any other comment. Thanks, Rob. Thanks, Stephen.

Rob Cole
Chairman of the Board and Chair of the Nominations and Governance Committee, Iluka Resources

Are there any other questions online, Ben?

Ben Martin
General Counsel and Company Secretary, Iluka Resources

Rob, no further questions online.

Rob Cole
Chairman of the Board and Chair of the Nominations and Governance Committee, Iluka Resources

Okay. Move to the audio facility. Operator, any comments or questions from audio facility?

Andrea Sutton
Independent Non-Executive Director, Chair of the People and Performance New Committee, and Member of the Nominations and Governance Committee, Iluka Resources

Chair, there are no audio questions.

Rob Cole
Chairman of the Board and Chair of the Nominations and Governance Committee, Iluka Resources

Thank you. That concludes our discussion on this item of business. Please cast your vote on the item. The next item of business asks shareholders to adopt the company's remuneration report for the year ended December 31, 2023. It is Resolution 3 in the Notice of Meeting. While this is a non-binding advisory vote of shareholders, the views and comments of shareholders will certainly be taken into account by directors when further considering remuneration matters. I note that a voting exclusion applies to the resolution as set out in the notice of meeting, and I now invite Andrea Sutton, again, as Chair of the People and Performance Committee, to address the meeting.

Andrea Sutton
Independent Non-Executive Director, Chair of the People and Performance New Committee, and Member of the Nominations and Governance Committee, Iluka Resources

Thanks, Rob. In 2023, we adopted a new remuneration structure. This structure consists of separate short-term incentive and long-term incentive plans, moving away from the previously combined executive incentive plan. We believe the new structure will be more effective in incentivizing and retaining executives, as well as driving Iluka's long term. The short-term incentive outcome reflects management's disciplined approach in challenging macroeconomic environment. As the chair has outlined, management's approach to production and the marketing of our products resulted in a strong financial outcome. We also saw a significant improvement in our safety performance, achieved through a continued focus on our key safety programs, as well as increased leadership presence in the field. The final short-term incentive outcome for the managing director was 104% of target, down from 126.5% of target for the 2022 award.

There were no increases to fixed remuneration for KMP and no long-term incentives vested during the year. This is the result of a gap year in the long-term award vesting, and it was due to the implementation of the five-year performance period for the 2020 performance rights award. The chairman or I would be happy to address any questions you may have with regards to the Rem report. Thanks, Rob.

Rob Cole
Chairman of the Board and Chair of the Nominations and Governance Committee, Iluka Resources

Thank you, Andrea. Proxies received in relation to this item of business are shown on screen. I'll now open the meeting to any questions or comments from shareholders. As there are no comments or questions received in advance of the meeting, are there any questions or comments from the floor on this item of business? Yes, John.

John Campbell
Company Monitor, Australian Shareholders' Association

John Campbell, again from ASA. The question that... We do have some minor criticisms of the plan in relation to the fact that it's four-year appraisal rather than five, for the long-term incentive. But we understand the reasons that you've chosen four. We also understand the reasons why there's only one test for the long-term incentive rather than the two that we'd prefer to see. But the real question, as I see it this year, is the fact that shareholders have gone backwards by 28% in negative, TSR, total shareholder return, during 2023. That's our calculation anyway. By contrast, management have done very well in terms of their short-term bonus.

And really, are the tests, the KPI that you're using to judge that short-term incentive tough enough? It's really not something that we can judge from what... There's not a great deal of transparency about the tests that are used, and so it's difficult for us to judge. But we have to trust that they are sufficiently tough, and I don't know if they are.

Rob Cole
Chairman of the Board and Chair of the Nominations and Governance Committee, Iluka Resources

Okay. Thanks for that, John. First up, you started by making the comment about looking at our Total Shareholder Return over the past year. Well, we don't use, as you know, Total Shareholder Return in our short-term incentives. It's very much... It's part of our long-term incentive plan, and the share price will undulate over the time. But we put it into our long term, because across time, you want the value of shares to increase. And we set our short-term targets based on, at the start of the year, at the budget setting, based on the outlook for the particular year. And we believe that we set appropriate and reasonable targets across all measures, not conservative.

It's a very dynamic world out there at the moment, and the industries we are in are subject to a lot of external forces that are hard to forecast. So, but nonetheless, at the budget time, we set targets across all measures that we thought were reasonable and achievable, not conservative. In the end, the results on the scorecard was mixed. What happened is that we set the budget early in the year, then external circumstances played out somewhat differently to how we'd anticipated, and that resulted in unders and overs in terms of the scorecard, but both substantially due to management actions taken by management. So the production target, in the end, the target we set at the start of the year wasn't management's recommendation was that we produce less because the world had changed.

They believed they could secure more value and the better focusing on value, pricing, and so a recommendation came from management to reduce production, knowing that that would probably cause them to fall below threshold. The action they took was all about maximizing price or optimizing price and preserving value with a view to maximizing the NPAT we could make for the year in the best interests of shareholders. So in the end, the profit result exceeded our expectations, but that was very much down to actions taken by management to maintain good pricing by historical levels. So we were very pleased with the profit result. It's our third highest NPAT in the last 10 years, EBITDA margin of 43%. We think it was a good result across the year for the shareholders, albeit the share price has fallen.

But we strongly hope that the long-term incentives, which are measured over longer time frames, that will give time for the share price to recover and grow and deliver significant value in TSR to shareholders. So thank you. Are there any other questions from the floor? Are there any online questions, Ben?

Ben Martin
General Counsel and Company Secretary, Iluka Resources

No questions online, Rob.

Rob Cole
Chairman of the Board and Chair of the Nominations and Governance Committee, Iluka Resources

Are there any audio questions?

Andrea Sutton
Independent Non-Executive Director, Chair of the People and Performance New Committee, and Member of the Nominations and Governance Committee, Iluka Resources

Chair, there are no audio questions.

Rob Cole
Chairman of the Board and Chair of the Nominations and Governance Committee, Iluka Resources

Okay. Thank you. That concludes our discussion on this item of business. Please cast your vote on this item.... The next item of business asks shareholders to approve the grant of restricted shares to the Managing Director, Tom O'Leary, as his incentive award under the company's 2023 short-term incentive plan, or STIP for short, on the terms summarized in the notice of meeting. We're seeking shareholder approval for this grant, as under ASX listing rules, the company is required to seek shareholder approval for the issue of any securities to a director. We also consider it good governance to seek shareholders' approval of equity grants to the managing director.

During 2022, the company reviewed its remuneration arrangements, taking into account shareholder feedback, common market practice, as well as the optimal way to continue to reward and incentivize the managing director to deliver the company's objectives and execute its strategy. As a result, the Board adopted a new remuneration structure for the financial year beginning January 1, 2023, which comprises a separate short-term incentive plan and long-term incentive plan. Both plans operate under a common seal set of general plan rules. The STIP is designed to provide increased focus on and reward for performance against those areas that most significantly drive the delivery of the company's strategic initiatives. Providing a portion of the managing director's STIP award in the form of restricted shares also aligns the interests of the managing director with the interests of shareholders. For the 2023 performance year, Mr.

O'Leary was entitled to receive an STIP award of up to 120% of his relevant 2023 total fixed remuneration, as his maximum STIP opportunity, with 50% of any STIP award payable in cash, and 50% of any STIP award deferred into restricted shares, which are released from disposal restrictions in two equal tranches: one year following the grant date and two years following the grant date. The Board sets an annual STIP scorecard focused on financial and strategic imperatives that are critical to Iluka's long-term sustainability.

Performance objectives for the managing director under the 2023 STIP were similar to the previous annual scorecard under the Executive Incentive Plan, in that they covered financial performance, 50%, production, 10%, and sustainability, focusing on people and communities, the environment, and operating in and providing products for a lower carbon world, 15%, and individual strategic measures, 25%. STIP outcomes were determined by the Board following an assessment of performance measures at the end of the 2023 performance period with regard to financial metrics, Iluka's performance, and broader market forces. Following assessment of performance against the annual STIP scorecard, the Boards determined that that an STIP outcome of AUD 1,164,800 for the managing director, being 83.2% of his fixed remuneration for 2023.

This resolution seeks shareholder approval for the grant of 82,071 restricted shares to the managing director, Mr. Tom O'Leary, which represents the calculated value of 50% of his total STIP award, being AUD 582,400 for the 2023 performance year. If shareholder approval is not obtained, the Board will consider alternative arrangements to appropriately remunerate the managing director, including payment in cash. Further information regarding achievement against the relevant performance scorecard measures is set out in Iluka's remuneration report on pages 90-93 of the 2023 Annual Report. The Board considers the grant of restricted securities to the managing director to be appropriate for the performance period delivered during 2023, and with Tom abstaining, unanimously recommends that shareholders vote in favor of Resolution 4.

I note that a voting exclusion applies to this resolution as set out in the notice of meeting. Proxies received in relation to this item of business are shown on screen. I'll now open the meeting to any questions or comments from shareholders. As there are no comments or questions received in advance of the meeting, are there any questions or comments on this item of business from the floor? Ben, are there any questions or comments online?

Ben Martin
General Counsel and Company Secretary, Iluka Resources

No, there are not, Rob.

Rob Cole
Chairman of the Board and Chair of the Nominations and Governance Committee, Iluka Resources

Thank you, Ben. Are there any audio questions from the audio facility operator?

Ben Martin
General Counsel and Company Secretary, Iluka Resources

There are no audio questions.

Rob Cole
Chairman of the Board and Chair of the Nominations and Governance Committee, Iluka Resources

Thank you. That concludes our discussion on this item of business. Please cast your vote on this item. The next item of business asks shareholders to approve the grant of performance rights to the managing director, Tom O'Leary, as his incentive award under the new long-term incentive plan, or LTIP for short, on the terms summarized in the notice of meeting. As outlined in the previous resolution, from January 1, 2023, the company transitioned from an executive incentive plan to a traditional separate short-term incentive and long-term incentive frameworks. The LTIP award will be delivered to the managing director in performance rights.

Performance rights are used for the LTIP award because they create share price alignment between the managing director and ordinary shareholders, but do not provide the managing director with the full benefits of share ownership, such as dividend and voting rights, unless and until they vest. 236,744 performance rights are proposed to be granted under the 2024 LTIP award. This was determined by dividing the managing director's maximum LTIP opportunity by $7.0963, being the five-day volume weighted average price of our Iluka shares, commencing on the day after the release of the company's 2023 results announcement.

This resolution seeks shareholder approval to grant 236,744 performance rights to the Managing Director, Tom O'Leary, as his incentive award under the LTIP for the period from January 1, 2024 to December 31, 2027, as summarized in the notice of meeting. In order for the performance rights to vest, Iluka must achieve a total shareholder return, or TSR for short, that ranks at the 50th percentile or greater relative to the TSRs of companies that form the comparator group over the performance period. 50% of the performance rights will vest for median performance, and 100% of the performance rights will vest where the company is at or above the 75th percentile relative to the selected comparator group.

Between median performance and the 75th percentile, vesting will be on a sliding scale between 50% and 100%. More information on the terms and conditions of the award can be found under the explanatory notes to Resolution 5 in the notice of meeting. The Board considers the grant of performance rights to the Managing Director to be appropriate, and with Tom abstaining, recommends that shareholders vote in favor of Resolution 5. I note that there's a voting exclusion applying to this resolution, as set out in the notice of meeting. Proxies received in relation to this item of business are shown on screen. I'll now open the meeting to any questions or comments from shareholders. As there aren't any questions or comments received in advance, I'll ask for any questions on this item of business from the floor. Thank you.

Ben, are there any online questions or comments?

Ben Martin
General Counsel and Company Secretary, Iluka Resources

Rob, there is one from shareholder Stephen Mayne. His question is: Could the CEO summarize his past LTI grants as to whether they have vested or lapsed? Also, has he ever sold any ordinary shares in the company or bought any on market without relying on an incentive scheme to build his equity position in the company? Please don't say, "Look it up in the Annual Report and three ASX announcements." It's complicated, and the CEO could factually summarize the situation in 60 seconds.

Rob Cole
Chairman of the Board and Chair of the Nominations and Governance Committee, Iluka Resources

Okay, Tom, do you want to field that one?

Tom O'Leary
CEO and Managing Director, Iluka Resources

Sure. Yeah, the Appendix 3 Ys are lodged intermittently. They're not complex, and they show my current holding. In answer to your question of whether I've sold any shares, I haven't. And in terms of lapse of share, lapse of LTIs over time, that's disclosed in the remuneration reports, and so the enthusiasts can have a look at historic reports. But as I mentioned last year, Stephen, in the early years of my tenure, many longer-term incentives lapsed as a consequence of write-downs in the first few years after I joined Iluka. Thanks.

Rob Cole
Chairman of the Board and Chair of the Nominations and Governance Committee, Iluka Resources

Okay. Thank you, Stephen. Ben, are there any other questions online?

Ben Martin
General Counsel and Company Secretary, Iluka Resources

No further questions.

Rob Cole
Chairman of the Board and Chair of the Nominations and Governance Committee, Iluka Resources

Operator, any audio questions?

Operator

Chairman, no audio questions.

Rob Cole
Chairman of the Board and Chair of the Nominations and Governance Committee, Iluka Resources

Thank you. That concludes our discussion on this item of business, and please cast your vote on the item. The last item of business asks shareholders to approve the change of auditor to KPMG. KPMG were, was appointed following a competitive tender process and will take over from the company's existing audit firm, PricewaterhouseCoopers. On behalf of the Board, I'd like to thank PricewaterhouseCoopers for their dedicated service over their time as the company's external auditor. Under the Corporations Act, members must approve the appointment of the company's auditor. The details of this resolution are set out in the notice of meeting. Proxies received in relation to this item of business is shown on. I'll now open the meeting to any questions or comments from shareholders. As there aren't any questions received in advance, I'll invite any questions from the floor. Any questions from the floor? Thank you. No.

Ben, any online questions?

Ben Martin
General Counsel and Company Secretary, Iluka Resources

Yes, there is one, from shareholder, Stephen Mayne, and his question is: Did we elect to go to tender because of the PwC tax scandal? When did we last go to tender, and how long was PwC our auditor for?

Rob Cole
Chairman of the Board and Chair of the Nominations and Governance Committee, Iluka Resources

Okay, I'll ask the last part of that question first. I think, PwC has been the auditor of, Iluka and a predecessor organization for 33 years. Correct me if I'm wrong, Adele or, Tom, but it's, maybe Iluka is 12, but it was, Iluka, of a predecessor organization, so a fairly considerable, tenure. So the, absolutely, the principal catalyst for change was, a consideration of length of tenure. We were aware of what was happening with PwC. PwC had consistently given us excellent service, and their performance wasn't, an issue, or the reputational issues w- wasn't a, an issue that factored into our decision. It was really a decision based on, length of tenure, which was, quite, quite considerable. And what was the other part of that question?

Ben Martin
General Counsel and Company Secretary, Iluka Resources

When did we last go to tender?

Rob Cole
Chairman of the Board and Chair of the Nominations and Governance Committee, Iluka Resources

Oh, we did actually go out to tender about five or six years ago, I believe. PwC pitched against the other firms and prevailed in that tender. Thank you. Are there any other questions online?

Ben Martin
General Counsel and Company Secretary, Iluka Resources

No further questions.

Rob Cole
Chairman of the Board and Chair of the Nominations and Governance Committee, Iluka Resources

Thank you, Stephen. Are there any questions, operator, on over the audio?

Ben Martin
General Counsel and Company Secretary, Iluka Resources

There are no audio questions.

Rob Cole
Chairman of the Board and Chair of the Nominations and Governance Committee, Iluka Resources

Thank you. That concludes our discussion on this last item of business. Please cast your vote on this item. We've now concluded all items of business at this AGM. For shareholders in the room, if you have any questions regarding your green voting card, please raise your hand and someone from Computershare will come over and assist you. Computershare staff will now walk around. Can all persons voting please place your green voting card in one of the Computershare voting boxes? Please raise your hand if... Oh, sorry, I'm getting ahead of myself. Let's go back. Please raise your hand if you're yet to place your green voting card in one of the Computershare voting boxes that have been walked around. Okay. So we've-- everyone who's intended to vote has voted?

So it appears as though the voting process has been completed. I therefore declare the poll closed. That concludes the proceedings of today's annual general meeting. I'd like to thank you for your attendance and participation at the meeting. I now formally declare the meeting closed, subject to finalization of the poll. Details of the results of today's meeting will be posted on both the company's website and on the ASX company announcement platform shortly. For shareholders at the venue, light refreshments will be served outside of this room, and I hope shareholders will take the opportunity to meet with the company's directors, members of the executive team, and staff. Thank you for joining us, and keep safe. Thank you.

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