ST BARBARA LIMITED — Major Shareholding Notification 2011

Oct 27, 2011

NUVEEN INVESTMENTS 2049 CENTURY PARK EAST, 17TH FLOOR LOS ANGELES, CA 90067

TO:

FROM:

Nuveen Investments Carole Zuber Legal/Compliance Phone: 310.228.5945 Fax: 310.228.5972 carole.zuber@nuveen.com

DATE:

COVER:

$\bf{8}$

27 OCTOBER 2011

FAX NUMBER:

011 61 2 9347 0005

Australian Stock Exchange

REFERENCE:

FORM 604

Notice of change in interests of substantial shareholder pertaining to Tradewinds Global Investors, LLC position in St. Barbara Limited.

TOTAL NO. OF PAGES INCLUDING

Form 604 Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme	St Barbara Limited
ACN/ARSN	009 165 066
		This notice is given by Tradewinds Global Investors, LLC on behalf of itself and each of its related bodies corporate (Tradewinds Companies) named in the list of 2 pages annexed to this notice and marked A.
1. Details of substantial holder (1)
Name		Tradewinds Global Investors, LLC and each of the Tradewinds Companies
ACN/ARSN (if applicable)	n/a
There was a change in the interests of the
substantial holder on		27/10/2011
The previous notice was given to the company on		29/08/2011
The previous notice was dated		27/06/2011

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
	Parson's votes	Voting power (6)	Person's votes	Voting power (5)
Ordinary shares, including ordinary shares represented by American Depositary Recelpts (ADRs)	20.887.331	8.41%	17.510.957	5.38%

"Voting power" calculations based on 325,615,389 ordinary shares on issue

3. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest of the substantiel 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 affacted
See list of 1 page annexed to this notice land marked B

4. Present relevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

Holder of	Registered	Person entitled	Natura of	Class and	Person's votes
relevant	holder of	to be registered	relevant	number of
interest	securities	as holder (8)	interest (B)	securities
Tradewinds Global Investors, LLC	The registered holders of the ordinary shares / ADRs of St Barbara Limited to which this notice relates (Shares) are Investment clients of Tradewinds Global ilnvestors. LLC or icustodians who retain. custody of the Shares for the benefit of those clients (Clients),		The registered holders of the Shares are the Clients. iin accordance with the lauthority and investment Imandates granted to it lunder various investment advisory agreements (Agreements), the Shares were acquired in on-market Itransactions on behalf of the lClients at the direction of Tradewinds Global linvestors. LLC.	17,510,957 ordinary 17,610,957 shares comprised lof: 2.236.922 ordinary shares: and 3,054.807 ADRs. each of which relates to 5 ordinary shares.

			604	page 2/3	15 July 2001
	The Shares were lacquired in on-market itrensactions on behalf of the Cilents at the idiraction of iTradewinds Global linvestors, LLC.	Under the Agreements, Tradewinds Global Investors, LLC can determine how rights to vote attached to the Shares are exercised and has the power to make investment decisions regarding disposal of the Shares.
		Accordingly, Tradewinds Global Investors, LLC is taken under section 608(2) of the Corporations Act to have a relevant interest in ithe Shares.
Each of the Tradewinds Companies		Taken under section 608(3) of the Corporations Act to have a relevant interest by reason of having voting power in or control of Tradewinds Global linvestors, LLC.

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 (if applicable) --- --- --	. ______ $\cdots$ Nature of association
ln/e . .	ᅮ _________ ----

6. Addresses

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

----	--
Name	Address
Tradewinds Companies	As set out in the list of 2 pages annexed to this notice and marked A.

Signature

	print name	Robert De Leon	capacity	Senior Vice President. General Counsel
	sign here		date	27/10/2011
(1)	is clearly set out in paragraph 8 of the form.	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 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 member ship of each group, with the names and addresses of members
$\langle 2 \rangle$		See the definition of "associate" in section 9 of the Corporations Act 2001.
(3)		See the definition of "relevant interest" in sections 606 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:

• eny relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, a copy $\overline{(\bullet)}$ 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 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.

• 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, $(7)$ because of the considerance model any and an benefite, morey and other, that any person from whom a relevant interest was acquired has, or ma
  become antitled to receive in relation to that acquisition. Detail a must be inc are not paid directly to the person from whom the relevant interest was acquired.
• $(8)$ If the substantial hold er is unable to determine the identity of the person (eg. If the relevant interest arises because of an option) write "unknown".
• $(9)$ Give details, if appropriate, of the present association and any change in that association since the tast substantial holding notice.

Annexure "A"

This is the Annexure of 2 pages marked "A" referred to in the form 603 Notice of initial aubstantial holder Signed by me and dated 27 October 2011

.......................................

Robert De Leon

Г

Senior Vice President, General Counsel Tradewinds Global Investors, LLC

Name	Address
Windy City Investments Holdings, LLC	Three First National Plaza
	Chicago, IL 60602-5010
	United States of America
Windy City Investments, Inc.	Three First National Plaza
	Chicago, IL 60602-5010
	United States of America
Nuveen Investments, Inc.	333 W. Wacker Dr.
	Chicago IL 60606
	United States of America
Nuveen Investment Solutions, Inc.	333 W. Wacker Dr.
	Chicago IL 60606
	United States of America
Nuveen Asia Investments, Inc.	333 W. Wacker Dr.
	Chicago IL 60606
	United States of America
Nuveen Asset Management, LLC	333 W. Wacker Dr.
	Chicago IL 60606
	United States of America
Nuveen Commodities Asset Management, LLC	333 W. Wacker Dr.
	Chicago IL 60606 United States of America
Nuveen HydePark Group, LLC	333 W. Wacker Dr.
	Chicago IL 60808
	United States of America
Nuveen Fund Advisors, Inc.	333 W. Wacker Dr.
	Chicago IL 60606
	United States of America
Nuvean Securities, LLC	333 W. Wacker Dr.
	Chicago IL 60606
	United States of America
Nuveen Investments Advisers, Inc.	333 W. Wacker Dr.
	Chicago IL 60606
	United States of America
Nuveen Investments Canada Co	TD Canada Trust Tower
	BCE Place, 27th Floor
	161 Bay Street
Nuveen Alternative Investments, LLC	Toronto, Ontario M5J 2S1
	333 W. Wacker Dr.
	Chicago IL 60606 United States of America
Nuveen Investments Holdings, Inc.	333 W. Wacker Dr.
	Chicago IL 60606
	United States of America

٦

Name	Address
Nuveen Investments Institutional Services Group, LLC	333 W. Wacker Dr.
	Chicago IL 60608
	United States of America
Nuveen NWQ Holdings, LLC	2049 Century Park East, 16th Floor
	Los Angeles CA 90067
	United States of America
NWQ Investment Management Company, LLC	2049 Century Park East, 16th Floor
	Los Angeles CA 90067
	United States of America
Nuveen Affiliates Holdings, LLC	2049 Century Park East, 20th Floor
	Los Angeles CA 90067
	United States of America
Rittenhouse Asset Management, Inc.	333 W. Wacker Dr.
	Chicago IL 60606
	United States of America
Santa Barbara Asset Management, LLC	820 State Street, 5th Floor
	Santa Barbara, CA 93101
	United States of America
Symphony Asset Management, LLC	555 California Street, Sulte 2975
	San Francisco CA 94104
	United States of America
Winslow Capital Management, Inc.	80 S Bth St
	Minneapolis, MN 55402-5304
	United States of America

Annexure "B"

This is the Annexure of 1 page marked "B" referred to in the form 603 Notice of initial substantial holder Signed by me and dated 27 October 2011

$\overline{\phantom{a}}$ devented Samuel Communications

Robert De Leon Senior Vice President, General Counsel Tradewinds Global Investors, LLC

For the purposes of this table, the term Tradewinds Group comprises each of the relevant interest holders listed in paragraph 4 in the attached form 604.

Date of change	Person whose relevant interest changed	Nature of change (6)	Consideration given in relation to change (USD) (7)	Class of securities affected	Number of securities affected	Penson's votes affected
28/06/2011	Tradewinds Group	On market purchase	523,593	ORD	279 815	279,615
28/08/2011	Tradewinds Group	On market purchase	93,628	ORD	60,000	50.000
25/07/2011	Tradewinds Group	On market sale	-353,234	ADR	32,865	164.275
26/07/2011	Tradewinds Group	On market sale	-640,042	ADR	50,578	252,890
3/08/2011	Tradewinds Group	On market purchase	717.430	ADR	70,000	350,000
3/08/2011	Tradewinds Group	On market purchase	409.768	ORD	225,510	226,510
4/08/2011	Tradewinds Group	On market purchase	799.903	ADR	78.613	393.065
8/08/2011	Tradewinds Group	On market purchase	266.381	ADR	28,750	143,800
8/08/2011	Tradewinds Group	On market sale	$-21,189$	ADR	2.392	11,960
8/08/2011	Tradewinds Group	On market purchase	438.311	ORD	229,652	229,552
11/08/2011	Tradewinds Group	On market sale	$-2,543$	ADR	263	1.315
18/08/2011	Tradewinds Group	On market sale	$-11,108$	ADR	1,169	5.845
24/08/2011	Tradewinds Group	On market sale	$-01,141$	ADR	9,065	45,325
30/08/2011	Tradewinds Group	On mark et purchase	7,711	ADR	683	3.415
30/08/2011	Tradewinds Group	On market sale	-282,133	ADR	24.517	122,585
1/09/2011	Tradewinds Group	On market purchase	799.253	ADR	60,245	346,225
2/09/2011	Tra dewinds Group	On market purchase	5,003	ADR	483	2315
15/00/2011	Tradewinds Group	On market sale	$-13,019$	ADR	1,281	6.305
23/09/2011	Tradewinds Group	On market sale	-6.483	ADR	555	2,775
23/09/2011	Tradewinds Group	On market sale	-216 372	ADR	21,900	109.500
23/09/2011	Tradewinds Group	On market purchase	9,247	ÓRD	4.382	4.382
26/09/2011	Tradewinds Group	On market sale	$-80,714$	ADR	9.172	45,860
5/10/2011	Tradewinds Group	On market sale	-15,565	ADR	1.036	8,175
5/10/2011	Tradewinds Group	On market sale	-33,311	ADR	3,625	17,626
7/10/2011	Tradewinds Group	On market sale	$-761.281$	ORD	373,636	373,635

12/10/2011	Tradewinds Group	On market sale	-1,005,021	ADR	92,280	461.400
13/10/2011	Tradewinds Group	On market sale	-840,981	ADR	73,409	367,045
13/10/2011	Tradewinds Group	On market sale	$-19,385$	ADR	1,737	8,685
13/10/2011	Tradewinds Group	On market sale	-9,553	ADR	856	4,280
14/10/2011	Tradewinds Group	On market sale	$-378,698$	ADR	34,134	170,670
14/10/2011	Tradewinds Group	On market sale	$-37841$	ADR	3,437	17.185
17/10/2011	Tradewinds Group	On market sale	$-451,054$	ADR	39,869	199,345
17/10/2011	Tradewinds Group	On market sale	-35.221	ADR	3,364	16.820
18/10/2011	Tradewinds Group	On market sale	$-91.117$	ADR	8,206	41,025
19/10/2011	Tradewinds Group	On market purchase	73,919	ADR	0,554	32.970
19/10/2011	Tradewinds Group	On market sale	$-309,943$	ADR	27,441	137,205
18/10/2011	Tradewinds Group	On market sale	$-556,286$	ADR	49,108	245,540
19/10/2011	Tradewinds Group	On market sale	$-26.882$	ADR	2,503	12,515
19/10/2011	Tradewinds Group	On market sale	-618,813	ORD	230,000	230,000
25/10/2011	Tradewinds Group	On market sale	$-14,868$	ADR	1,287	6,435
25/10/2011	Tradewinds Group	On market sale	$-1,077,324$	ADR	94.527	472,635
26/10/2011	Tradewinds Group	On market sale	$-728,186$	ADR	63.353	316,765
26/10/2011	Tradewinds Group	On market sale	-1,249,070	ORD	637,602	537,602
27/10/2011	Tradewinds Group	On market sale	$-2,428,492$	ORD	1,025,000	1.025.000

"Person's votes affected" calculations based on 325,515,389 ordinary shares on issue