ST BARBARA LIMITED — Major Shareholding Notification 2005

Dec 12, 2005

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S.C.S.H. INVESTMENTS PTY LIMITED

Southern Cross Equities

ABN 85 108 308 023

FACSIMILE MESSAGE

Tо	Australian Stock Exchange
Attention	Company Announcements
Fax No.	1900 999 279
From	Grant Winberg
Date	12 December 2005

Subject Form 603 St Barbara Mines Limited (SBM) $\sim$ $\sim$

(including this page) Total Pages $\mathbf{3}$

If you do not receive all the pages, please telephone immediately

This facsimile is intended only for the individual or entity named above and may contain information that is confidential and privileged. If you are not the intended recipient you must not use, distribute or copy this facsimile. If you have received this facsimile in error, please notify us immediately by telephone and destroy the original. Thank you.

$\overline{1}$

Level 32 Aurora Place, 88 Phillip Street, Sydney NSW 2000 PO Box R234, Royal Exchange NSW 1225

Telephone: (612) 9231 0880 - Facsimile: (612) 9231 0588 - Internet: www.sceq.com.au - Email: general@sceq.com.au

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603 Page 1 of 2 15 July 2001

Form 603

Corporations Act 2001 Section 671B

Notice of initial substantial holder

To Company Name/Scheme	St Barbara Mines Limited
ACN/ARSN	ACN 009 165 066
1. Details of substantial holder (1)
Name	S.C.S.H. Investments Pty Limited

ACN 108 308 023

$09/12/2005$

2. Details of voting power

The holder became a substantial holder on

ACN/ARSN (if applicable)

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)
Ordinary	49,712,687	49,712.687	8.04%

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
Southern Cross EquitiesLimited	Associate	Ordinary 49,712,687

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	Registered holder of	Person entitled to be	Class and number of securities
interest	securities	registered as holder (8)
S.C.S.H. Investments	MLEO Nominees Ptv	S.C.S.H. Investments	Ordinary 49.712,687
Pty Limited	Limited	Ptv Limited

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 relevantinterest	Date of acquisition	Consideration (9)		Class and number of securities
		Cash	Non-cash
S.C.S.H.Investments PtyLimited		$7,795,997.19		Ordinary 49,712,687

6. Associates

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
Southern Cross EquitiesLimited	S.C.S.H. Investments Pty Limited holding company
ACN 071 935 441

7 Addresses

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

Name	Address
S.C.S.H. Investments PtyLimited	Level 32, 88 Phillip Street, SYDNEY NSW 2000
Southern Cross EquitiesLimited	Level 32, 88 Phillip Street, SYDNEY NSW 2000

Signature

• If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the $(1)$ 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 7 of the form.
• (2) See the definition of "associate" in section 9 of the Corporations Act 2001.
• See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001. $(3)$
• (4) The voting shares of a company constitute one class unless divided into separate classes.
• 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 $(5)$ associate has a relevant interest in.
• The person's votes divided by the total votes in the body corporate or scheme multiplied by 100. $(6)$
• $(7)$ Include details of:
  • any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of $(n)$ 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 powers or $(b)$ 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.

• If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write $(8)$ "unknown".
• Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was $(9)$ 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.