NANOSONICS LIMITED — Major Shareholding Notification 2012

May 13, 2012

Form 603

Corporations Act 2001 Section 671B

Notice of initial substantial holder

To Company Name/Scheme	Nanosonics Limited
ACN/ARSN/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/ARSN (if applicable)	112 316 168 (ACN of Allan Gray Australia)
The holder became a substantial holder on	7 May 2012

2. Details of 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 on the date the substantial holder became a substantial holder are as follows:

Class of securities (4)	Number of securities	---------------- Person's votes (5)	Voting power (6)
Ordinarv	20,000,000	Same as number of securities	7,69%

3. Details of relevant interests

The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:

Holder of relevant interest	----- Nature of relevant interest (7)	Class and number of securities
See Annexure A, Tables 2 and 3

4. Details of present registered holders

The persons registered as holders of the securities referred to in paragraph 3 above are as follows:

Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder (8)	Class and number of securities
See Annexure A. Tables 2 and 3
	.

5. Consideration

The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows:

Holder of relevant interest --	Date of acquisition	Consideration (9)		Class and number of securities
		Cash	Non-Cash
See Annexure A, Tables $2$ and $3$		.

The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:

Name and ACN/ARSN (if applicable)	Nature of association
See Annexure A, Tables 1 and 2

7. Addresses

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

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

Signature

Print name Simon Marais Capacity: Director

Date: 14 May 2012

Sign here

DIRECTIONS

• 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 $(1)$ an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 7 of the form.
• $(2)$ See the definition of "associate" in section 9 of the Corporations Act 2001.
• $(3)$ See the definition of "relevant interest" in 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 total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an associate has a relevant interest in.
• $(6)$ The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
• $(7)$ Include details of:
• any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of any document $(a)$ 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, scherne or arrangement; and
• any qualification of the power of a person to exercise, control the exercise of, or Influence the exercise of, the voting powers or disposal of the $(b)$ 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.

• If the substantial holder is unable to determine the identity of the person (eg if the relevant interest arises because of an option) write "unknown". $(8)$
• 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 $(9)$ 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.

$_{\rm Pg}$ :

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Nanosonics Limited

THIS IS ANNEXURE A OF 2 PAGES REFERRED TO IN THE ABOVE FORM 603

$\sim$

Print name	Simon Marais
Sign here	٠ varano

Date: 14 May 2012

Director

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 Mansfield Street Properties Ltd Orbis Holdings Limited Orbis World Limited Orbis Investment Management (BVI) Limited (OBIVL) Orbis Investment Advisory Pty Limited
Allan Gray (Holdings) Pty Limited Orbis Investment Management Limited (OIML) Orbis Asset Management Limited (OAML) Orbis Administration Limited Allan Gray Australia Pty Limited
Orbis Client Services (Canada) Limited Orbis Investment Research Limited Orbis Investment Management (MIS) Limited Orbis Holdings (UK) Limited Triple Blue Holdings Limited Orbis Investment Management (Europe) LLP Pictet Overseas Trust Corporation and Pictet Trustee Company SA Orbis Investment Advisory (Hong Kong) Limited

Table 2 - Funds

An entity within the Group acts as investment manager for some or all of the assets in the following funds.

No	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	SMEF	Citigroup N.A (Citi) as nominee of SMEF	Citi as nominee of SMEF
2	Warakini Endeavour Fund	Allan Gray Australia	SMWK	ANZ Nominees Ltd as nominee of SMWK	ANZ Nominees Ltd as nominee of SMWK
3	Orbis MIS - Orbis Global Equity Fund	OIML	GAPL	SSAL as nominee of GAPL	SSAL 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
$\overline{7}$	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
ô	Intech Australian Shares High Alpha Trust	Allan Gray Australia	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	Allan Gray Australia	SMCB	National Nominees (NAB Custodian Services) as nominee for SMCB	NAB Custodian Services as nominee for SMCB
11	HESTA Superannuation Fund	Allan Gray Australia	SMHT	JP Morgan Nominees Australia Ltd as nominee of SMHT	JP Morgan Nominees Australia Ltd as nominee of SMHT
12	Hostplus Superannuation Fund	Allan Gray Australia	SMHP	JP Morgan as nominee of SMAU	JP Morgan Nominees Australia Ltd as nominee of SMAU
$\overline{13}$	Russell Australian Opportunities Fund	Allan Gray Australia	SMRI	SSAL as nominee of SMRI	SSAL as nominee of SMRI
$\overline{14}$	Orbis International Equity LP	OAML	IELP	Citigroup Pty Ltd as nominee of IELP	Citigroup Pty Ltd as nominee of IELP
15	Catholic Superannuation Fund	Allan Gray Australia	SMCS	NAB Custodian Services	NAB Custodian Services
16	Orbis US Equity Fund LP	OAML	USLP	Citigroup Pty Ltd as nominee of IELP	Citigroup Pty Ltd as nominee of IELP
$\overline{17}$	Qantas Superannuation Plan	Allan Grav Australia	$\overline{\text{SMOS}}$	JP Morgan Nominees Australia Ltd as nominee of SMQS	JP Morgan Nominees Australia Ltd as nominee of SMQS
18	Maritime Super	Allan Gray Australia	SMMS	NAB Custodian Services as nominee for SMMS	NAB Custodian Services as nominee for SMMS
19	Warakim Australian Equities Pensions and Charities Fund	Allan Gray Australia	SMWA	ANZ Nominees Ltd as nominee of SMWA	ANZ Nominees Ltd as nominee of SMWA
20	Non-Government Schools Superannuation Fund	Allan Gray Australia	SMNG	SSAL as nominee for SMNG	SSAL as nominees for SMNG
21	Allan Gray Australia Opportunity Fund (formerly Orbis/SM Australia Opportunity Fund)	Allan Gray Australia	SMSF	Citi as nominee for SMSF	Citi as nominee for SMSF
22	REST Superannuation Fund	Allan Gray Australia	SMRT	SSAL as nominee for SMNG	SSAL as nominees for SMRT

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Table 3 - Relevant interest

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Trade date	Reference code	Action	No of securities	Consideration
4 May 12	SMCB	Buy	3,057,436	\$1,620,441
4 May 12	SMCS	Buy	1,455,870	\$771,611
4 May 12	SMEF	Buy	4,735,932	\$2,510,044
4 May 12	SMHP	Buy	1,983,359	\$1,051,180
4 May 12	SMHT	Buy	2,474,668	\$1,311,574
4 May 12	SMIA	Buy	694,895	\$368,294
4 May 12	SMMS	Buy	1,132,367	\$600,155
4 May 12	SMNG	Buy	1,862,894	\$987,334
4 May 12	SMQS	Buy	1,184,649	\$627,864
4 May 12	SMRI	Buy	507,984	\$269,232
4 May 12	SMRT	Buy	864,318	\$458,089
4 May 12	SMWA	Buy	18,779	\$9,953
4 May 12	SMWK	Buy	26,849	\$14,230
	Total		20,000,000	\$10,600,000