UGL Limited : 17/01/2014 Notice of change of interests of substantial holder

17-01-'14 15:28 FROM- ORB l SHLLAN GRAY [phone] T-208 P0001/0004 F-916

Form 604

Corporations Act2001

Section 671B

Notice of change of interests of substantial holder

ToCompany 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 [phone] 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 See the definition of "relevant agreemenr in sedion 9 of the Corporations Aet 2001.

(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 [phone] 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 [phone] T-208 P0004/0004 F-916

Table 3- Change In relevant interest

Trade Date --

Table 4- Present relevant interest

e