17-01-'14 15:28 FROM- ORB l SHLLAN GRAY +61282248601 T-208 P0001/0004 F-916
Form 604Corporations Act2001
Section 671B
Notice of change of interests of substantial holderToCompany Namel UGL Llmlted 009180 287
1.De ; its ot substantialhotder(1)
Name Allan Gray Australia Ply !.Id (AIIon Gray Australia) and i1s related bodies oorporate as set out in Table1 of Annexure
A (togetharthe Group),as investrnent manager forthe funds or inve$trnent mandateslisted at Table 2 of Annexure A
ACNIARSN (lf applicable) 112 316168 (ACN of Allan Gray Australia)
There was a change in the interosts of the
substantial holderon f5January 2014
The previous notice was given ro the oompany on 19 Novemoor 2013
The previous no ce was dated 19 November 2013
2. Previous and present votlng powor
The rotainumber of votes attached 10 ali the voting shares in the company or voting interest in the scheme that the substantialholder or an associate (2) had a relevant interest (3) in when las!required, and whon now required, to give a substantial holding notioo to the oompany or scheme, are as follows:
Class of securities (4) | Previous notice | Present notice | ||
Class of securities (4) | erson's votes | Voting power (5) | Person's votes | Voting power (5) |
Ordinary shares | 14,439,784 | 8.67% | 16,484,877 | 9.90% |
3. Changes fn relevant interests
Particulars of each change in, or change in the nature of, a rslavant interest of the substantial holdet or an associate in votlng securities of the oompany or seheme, since the substantial holder was last required to give a substantlal holding notlce to the company or scheme are as follows:
Date of ohange | Pal'&on whose rslevant interest changed | Nature of change (6) | ConsideraUon given in relation to change (7) | Class and number of secunties affeC!ed | Person's votes affected |
See Annexure A. Tables 2 and 3 |
4. Present relevant interests
Particulars of each relevant interest of the substantial holder in voting securities after tlw change are as follows:
Holder of relevan!interest | Registered holder of secun es | Person entitled to be registemd as holder (6) | Nature of relevant lnterest (6) | Ciass and number of securities | Per.;on·s votes |
See Annexure A, Tables 2 and 4 |
5. Changes in associatlon
The p
Name and ACN/ARSN (if applicable) | Nature of association |
Soo Annexure A, Tables 1 and 2 | |
17-01-'14 15:28 FROM- ORB l SHLLAN GRAY +61282248601 T-208 P0002/0004 F-916
6.Addmses
The addresses of per.lòns named in thfonn alll as folkJWs:
-Signature
print name Simon M-ara-is --------------
D-irec-tor-------------------------
slgn here date 17 Jam•a'Y 2014
DIRECTIONS
(1) lf there are a number of substantial holdem with similar or relaled relevant inteJeSts (eg a COIJloration and its relatad col]lorations, or the manager and trustee of an eouity trust), tho names could be included in an annsxure to the form. lf the relevant interesls of a grnup of petllons are essentially similar, they may be referred lo tllroughout the form as a speciflcally named group if the membemhip of eacll group, with the namos and addrasses of mambetll is clearly set out in paragraph 6 of the form.
(2) See the definition of "associato" in section 9 ot tMCoJlloratlons Act 2001.
(3) See the definition of"relevant intelllsf in sacOons 6oa and 6716(7) of the Col]lOrations Act 2001. (4) The voting shaiOS of a company constituto one closs unless divided inlo separate dasses.
(5) The person's votes divided by the tololl votes in the body corpomte orscheme multiplied by 100. (6) Include details of:
(a) any relevant agreement or other circumstanoos because of whlch the change in relevant inte:re:;;t occurrOO. lf suooection 671S(4) applies, a copy of any document setting out tl1e tsnns of ony rolevant agreement, and a statement by tho person gìving full and accurate details of any oontract, scheme or arrangemont, must acoomp•ny thls fonrr, together with a wntbln statement certitying this contrae!, scherno or anongem<)nt; and
(b) any qvaliftcation of lhe power of a person lo exercise, conlroltlle exerciso of, or influenC
(7) Detaiof tlle consideration must in ude any and ali benefilll, money and otller, that any person from whom a relevant intarest was aoquired has, or may, become entitled to receive ill relation to that acquisiVon. Details must be inoluded even ifthe OOnefit is conditional on tho happening or not of a oonlingency. Oetails must be inctuded of any benefit paid on behalf of the SliOOtantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the re!evant interest was acquired.
(8) lf the substantial holder is unable to detennine the identity of ille pemon (eg if the relevant interest arises because of "" optlon)
wri1e "unknown".
(9) Give details, if appropnate, of tlle present association and any chango in that assoclatlon slnC
noti .
17-01-'14 15:28 FROM- ORB l SHLLAN GRAY +61282248601 T-208 P0003/0004 F-916
UGL Llmlted
THIS IS ANNEXURE A OF 2 PAGES REFERRED TO IN THE ABOVE FORM 604
Table 1 - Related bodles corporale
The following entities are associates of Atlan Gray Australia and each olher by virtue of being related bodies corporale,
Orbis Holdings Limiled OJbis Mansfteld Slreet Properties Lld
Orbis World Limited Orbis lnveslment Management (BVI) Limited (OIMLBVI) Orbis lnvestment Management Umited (OIML) Orbis lnvestment Advisory Pty Umited
Orbis Asse!Management Limited (OAML) Atlan Gray (Holdings) Pty Lld
OJbis Administration limited OJbis lnvestmant Advisory (Hong Kong) Limited
Orbis lnvestment Research Limited Orbis CileniServices (Canada) Limited
Orbis lnvestment Management (MIS) Umited Orbis Holdings (UK) Urnited
Triple Blue Holdings Limiled Orbis lnvestmont Management (Europe) LLP Pictet OVeroeas Trust Corporation and Pictet Trustee Company SA
Tablo 2 • Funds
An entitv wttllln the GmuP ac.tll as investment manaaer for some or ati ofthe asse!$ in tlle fotlowing funds,
No
Fund name
Manager
Code
Reglsterlld holder
Pellions entitled to be registered
holder
1.
Allan Gray Australia Equity Fund
AGA
SMEF
Citibank NA. Sydney Branch as
SMEF's custodlan
Equity Trustees Limited as SMEF's
responsible entity
2,
Allan Gray Australia Opportunity
Fund
AGA
SMSF
Citlbank NA, Sydney Branch as
SMSF's custodian
Equity Trustees Limlted as SMSPs responsible entity
3.
4,
Warakirri Endeavour Fund
Warakirn Australian Equities
AGA
AGA
SMWK
SMWA-
ANZ Nominees Ltd as SMWK's
custodian
ANz Nominees Ltras·"siiiwA:s"
Warakini Asset Management Pty
Ltd as SMWK's trusllle
Warakini AsseYManagement Pty
Pensions and Charities Fund
custodian
Ltd SMWA's trustee
5,
lbbotson Australian Shares High
AGA
SMIA
JP Morgan Nominees Australia Ltd as
lbbotson Associates Australia Ltd
Aloha Trust
SMIA's custodian
SMIA's trustee
6.
Construction and Bulldlng Unlons
AGA
SMCB
NAB Custodia! Services as SMCB's
United Super Pty Ltd as SMCB's
Suoerannuation Fund
custodiart
trustee
7.
HESTA Superannuation Fund
AGA
SMHT
JP Morgan Nominees Australia ltd as
SMIA's cuslodian
H,E,S.T, Australia Lld as SMHT's
lruslee
8.
Hoslplus Superannualion Fund
AGA
SMHP
Citibank NA, Sydney Branch as
Host Plus Pty ltd as SMHP's
SMHP's custodian
trustee
9,
Russell Australian Opportunities
AGA
SMRI
Slllle Street Australia Lld as SMRI's
Russelllnvastmsnt Management
Fund
custodian
Ltd as SMRI's resoonsible entitv
10,
Catholio Superannuation Fund
AGA
SMCS
NAa Custodia! Services as custodian for
SMCS
CSF Pty Ltd as SMCS's trustee
11.
Qantas Superannuation Pian
AGA
SMOS
JP Morgan Nomlnees Australia Ltd as
Qantas Superannuation ltd as
12.
Maritime Super
"AGA
SMMS
SMQS's custodian
NAB Custodia! Servioes as oustodian for
SMQS's trustee
Ma time Super Pty Ltd as SMMS's
SMMS
lruslee
13
Non-Government Schools
AGA
SMNG
State Street Australia Ltd as SMNG's
Non-Government Schools
Superannuation Fund
custodian
Superannuation Fund Pty Ltd as
SMNG's trustea
14,
REST Superannuation Fund
AGA
SMRT
State StreelAustralia Ltd as SMRT's ouslodian
Retail f::mployees Superannuation
Pty Ltd as SMRT's trustee
15.
Government Employees
Superannuatlon Board
AGA
SMGB
NAB Custodia! Servioes as SMGB's
custodian
GovernmenlEmployees
Superannuation Board _
16.
Orbis Global Equity Fund (Australia
Registeredl
OIML
GAPL
Cilibank NA, Hong Kong Branoh, as
GAPL's custodian
Equity Trustees Urnited as GAPL's responsible enlity
17.
Orbis Global Equity Fund Umiled
OIMLA
OGEF
Citigroup Fund Services Canada, lnc
OGEF
(Citi Canada) as OGEF's custodian
18,
Orbis Optimal SA Fund Limitad
OIML
O$AP
Citi Canada as Q$AP's cuslodian ·
-O-S:AiP'-·
19.
Orbis lnternational Equity LP
OAML
tÉLP
Citi Canada as IELP's custodian
IELP
20,
Orbis SICAV- Global Equity Fund
OIML
SGPL
Citibank lnternational pie (luxembourg
Branch) (Citi Lux) as SGPL's custodian
SGPL
21,
OJbis SICAV -Asia·ExJapan Fund
OIMLBVI
XJPL
Citi Lux as XJPL's custodian
)(JPL
22,
Orbis SICAV- Global8alancad Fund
OIML
GBPL
Citi Lux as GBPL's custodian
GBPL
23,
Orbis SICAV- Globat Balancad Fund
OIML
GBSA
Citi Lux as GBSA's custodian
GBSA
SA
17-01-'14 15:28 FROM- ORB l SHLLAN GRAY +61282248601 T-208 P0004/0004 F-916
Trade Date --
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