NANOSONICS LIMITED — Major Shareholding Notification 2012

Dec 9, 2012

Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme	Nanosonics Limited
ABN	11 095 076 896
1. Details of substantial holder (1)
Name	Allan Gray Australia Pty Ltd (Allan Gray Australia - formerly known as Orbis Investment Management (Australia) Pty Ltd) and its related bodies corporate as set out in Table 1 of Annexure A (together the Group), as investment manager for the funds or investment mandates listed at Table 2 of Annexure A
ACN/ARSA-(if applicable)	112 316 168 (ACN of Allan Gray Australia)
There was a change in the interests of the substantial holder on	6 Dec 2012
The previous notice was given to the company on	24 Oct 2012
The previous notice was dated	24 Oct 2012

2. Previous and present voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:

Class of securities (4)	Previous notice	__	Present notice
	Person's votes	Voting power ---------------------------------------	Person's votes	Voting power (5)
Ordinary shares	------- 23,049,955	8.83% .	25,707,043	9.84%

3. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:

Date of change	Person whose relevant interest changed ———	Nature of change (6) ---------	Consideration given in relation to change (7)	Class and number of securities affected	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 the change are as follows:

Holder of relevant interest ---- --------	__ Registered holder of securities	Person entitled to be registered as holder (8)	Nature of relevant interest $(6)$	Class and number of securities	Person's votes
See Annexure A. Tables 2 and 4

5. Changes in association

The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

Name and ACN/ARSN `applicable). Æ	Nature sociation
and 2 ables Cл. : Annexure . -----------	-- ------------ ----------- ---------------------------------------

6. Addresses

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

___ Name	______ ____ Address
The Group	C/- Allan Gray Australia, Level 2 Challis House, 4 Martin Place Sydney, NSW 2000

Signature

print name	Simon Marais
------------	--------------

Director

sign here

date 10 December 2012

DIRECTIONS

• $(1)$ If there are a number of substantial holders with similar or related relevant interests (eg a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 6 of the form.
• $(2)$ See the definition of "associate" in section 9 of the Corporations Act 2001.

Marais

• $(3)$ See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
• $(4)$ The voting shares of a company constitute one class unless divided into separate classes.
• $(5)$ The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
• $(6)$ Include details of:
• $(a)$ any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and
• any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting $(b)$ powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

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

• $(7)$ Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.
• $(3)$ if the substantial holder is unable to determine the identity of the person (eg if the relevant interest anses because of an option) write "unknown".
• $(9)$ Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.

	THIS IS ANNEXURE A OF 2 PAGES REFERRED TO IN THE ABOVE FORM 604 Simon Marais Print name
					Director
	Warais Sign here				Date: 10 Dec 2012
	Table 1 - Related bodies corporate The following entities are associates of Allan Gray Australia and each other by virtue of being related bodies corporate. Orbis Holdings Limited Orbis World Limited Orbis Investment Management Limited (OIML) Orbis Asset Management Limited (OAML) Orbis Administration Limited Orbis Investment Research Limited Orbis Investment Advisory (Hong Kong) Limited Triple Blue Holdings Limited Pictet Overseas Trust Corporation and Pictet Trustee Company SA Table 2 - Funds			Orbis Mansfield Street Properties Ltd Orbis Investment Management (BVI) Limited (OBIVL) Orbis Investment Advisory Pty Limited Allan Gray (Holdings) Pty Limited Allan Gray Australia Pty Limited Orbis Client Services (Canada) Limited Orbis Holdings (UK) Limited Orbis Investment Management (Europe) LLP
No	An entity within the Group acts as investment manager for some or all of the assets in the following funds. Fund name	Investment Manager	Ref. Code	Registered Holder	Persons entitled to be registered holder
1	Allan Gray Australia Equity Fund (formerly Orbis/SM Australia Equity Fund)	Allan Gray Australia (AGA)	SMEF	Citibank N.A (Citi) as nominee of SMEF	Citi as nominee of SMEF
2	Warakirri Endeavour Fund	AGA	SMWK	ANZ Nominees Ltd as nominee of SMWK	ANZ Nominees Ltd as nominee of SMWK
3	Orbis Global Equity Fund (Aust. Registered)	OIML	GAPL	Citi (HK) as nominee of GAPL	Citi (HK) as nominee of GAPL
4	Orbis Global Equity Fund Limited	OIML	OGEF	Citigroup Pty Ltd as nominee of OGEF	Citigroup Pty Ltd as nominee of OGEF
5	Orbis Optimal SA Fund Limited	OIML	OSAP	Citigroup Pty Ltd as nominee of OSAP	Citigroup Pty Ltd as nominee of OSAP
6	Orbis SICAV-Global Equity Fund	OIML	SGPL	Citigroup Pty Ltd as nominee of SGPL	Citigroup Pty Ltd as nominee of SGPL
7	Orbis Optimal Global Fund LP	OAML	OOLP	Citigroup Pty Ltd as nominee of OOLP	Citigroup Pty Ltd as nominee of OOLP
8	Orbis Asia ex-Japan Fund	OBVIL	XJPL	Citigroup Pty Ltd as nominee of XJPL	Citigroup Pty Ltd as nominee of XJPL
9	Ibbotson Australian Shares High Alpha Trust	AGA	SMIA	JP Morgan Nominees Australia Ltd as nominee of SMIA	JP Morgan Nominees Australia Ltd as nominee of SMIA
10	Construction and Building Unions Superannuation Fund	AGA	SMCB	National Nominees (NAB Custodian Services) as nominee for SMCB	NAB Custodian Services as nominee for SMCB
11	HESTA Superannuation Fund	AGA	SMHT	JP Morgan Nominees Australia Ltd as nominee of SMHT	JP Morgan Nominees Australia Ltd as nominee of SMHT
12	Hostplus Superannuation Fund	AGA	SMHP	JP Morgan as nominee of SMHP	JP Morgan Nominees Australia Ltd as nominee of SMHP
13 14	Russell Australian Opportunities Fund Orbis International Equity LP	AGA OAML	SMRI IELP	SSAL as nominee of SMRI SSAL as nominee of SMRI Citigroup Pty Ltd as nominee of Citigroup Pty Ltd as nominee of IELP IELP
15	Catholic Superannuation Fund	AGA	SMCS	NAB Custodian Services	NAB Custodian Services
16	Orbis US Equity Fund LP	OAML	USLP	Citigroup Pty Ltd as nominee of USLP	Citigroup Pty Ltd as nominee of USLP
17	Qantas Superannuation Plan	AGA	SMQS	JP Morgan Nominees Australia Ltd JP Morgan Nominees Australia Ltd as nominee of SMQS as nominee of SMQS
18 19	Maritime Super Warakini Australian Equities Pensions	AGA AGA	SMMS SMWA	NAB Custodian Services as nominee for SMMS	NAB Custodian Services as nominee for SMMS
20	and Charities Fund Non-Government Schools			ANZ Nominees Ltd as nominee of SMWA	ANZ Nominees Ltd as nominee of SMWA
	Superannuation Fund	AGA	SMNG	SSAL as nominee for SMNG	SSAL as nominees for SMNG
21	Allan Gray Australia Opportunity Fund (formerly Orbis/SM Australia Opportunity Fund)	AGA	SMSF	Citi as nominee for SMSF	Citi as nominee for SMSF
$\overline{22}$	REST Superannuation Fund	AGA	SMRT	SSAL as nominee for SMRT.	SSAL as nominees for SMRT

Table 3 - Change in relevant interest

Trade Date	Reference Code	Action	No of security	Consideration
30 Oct 12 to 05 Dec 12	SMCB	Buy	368,194	\$188,202
30 Oct 12 to 26 Nov 12	SMCS	Buy	133,932	\$68,653
30 Oct 12 to 06 Dec 12	SMEF	Buy	692,051	\$352,935
25 Oct 12 to 05 Dec 12	SMHP	Buy	232,182	\$117,594
01 Nov 12 to 05 Dec 12	SMHT	Buy	274,146	\$139,327
30 Oct 12 to 06 Dec 12	SMIA	Buy	104,547	\$52,573
01 Nov 12 to 06 Dec 12	SMMS	Buy	128,847	\$65,096
25 Oct 12 to 05 Dec 12	SMNG	Buy	269,034	\$136,225
30 Oct 12 to 05 Dec 12	SMOS	Buy	144,340	\$73,225
30 Oct 12 to 30 Nov 12	SMRI	Buy	60,235	\$30774
24 Oct 12 to 05 Dec 12	SMRT	Buy	230,747	\$115,874
01 Nov 12 to 28 Nov 12	SMWK	Buy	18,833	\$9,733
	Total		2,657,088	\$1,350,211

All trades on market unless otherwise specified

Table 4 - Present relevant interest

Reference Code	Total no of securities
SMCB	3,672,373
SMCS	1,678,294
SMEF	5,806.174
SMHP	2,717,212
SMHT	2,960,470
SMIA	868,549
SMMS	1,352,105
SMNG	2,809,987
SMQS	1,407,500
SMRI	611,056
SMRT	1,558,559
SMWA	214,550
SMWK	50,214
Total	25,707,043