ST BARBARA LIMITED — Major Shareholding Notification 2012

Sep 17, 2012

Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme ACN/ARSN	St. Barbara Ltd 009 165 066
1. Details of substantial holder (1) Name ACN/ARSN (if applicable)	Vanquard Precious Metals & Mining Fund N/A
There was a change in the interests of the substantial holder on The previous notice was given to the company on	12 September 2012 22 November 2010
The previous notice was dated	22 November 2010
2. Provefore and we get

1. 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 r

Class of securities (4)	Previous notice		Present notice
Ordinary	Person's votes 300,000,000	Voting power (5)	Person's votes	Voting power (5)
		15.36%	51,000,000	10.45%

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

Date of change 22-NOV-2010	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
	Vanguard Precious Metals & Mining Fund	Stock Split		Ordinary - (250,000,000)	Vanguard Precious Metals & Mining Fund
01-DEC -2010	Vanguard Precious Metals & Mining Fund	Buy	USD 2.54 per Share AUD 2.61 per Share	Ordinary- 559,599	Vanguard Precious Metals & Mining Fund
02-DEC -2010	Vanguard Precious Metals & Mining Fund	Buy	USD 2.65 per Share AUD 2.68 per Share	Ordinary - 275,191	Vanguard Precious Metals & Mining Fund
03-DEC-2010	Vanguard Precious Metals & Mining Fund	Buy	USD 2.67 per Share AUD 2.69 per Share	Ordinary- 165,210	Vanguard Precious Metals & Mining Fund

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	Nature of	Class and	Person's votes
relevant	holder of	to be registered	relevant	number of
interest	securities	as holder (8)	interest (6)	securities
Vanguard Precious Metals & Mining Fund	JPMorgan Chase Bank, N.A.	JPMorgan Chase Bank, N.A.	Beneficial Owner	Ordinary - 51,000,000	51,000,000

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) N/A	Nature of association
	N/A

6. Addresses

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

Name Vanguard Precious Metals & Mining Fund	Address Vanguard Precious Metals & Mining Fund c/o The Vanguard Group, Inc. 455 Devon Park Drive Wayne, PA 19087 USA Attn: Nick Gould Compliance Manager Nick_Gould@Vanguard.com
JPMorgan Chase Bank, N.A.	Level 18 85 Castlereagh St Sydney NSW 2000 Australia

Signature

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 ann $(1)$ 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 and addresses of members
• $(2)$ 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. $(3)$
• The voting shares of a company constitute one class unless divided into separate classes. $(4)$
• The person's votes divided by the total votes in the body corporate or scheme multiplied by 100. $(5)$
• $(6)$ Include details of:

$(8)$

• $(a)$ 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
• 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 $(b)$ serry qualification of the performance of a person to exercise, control increased on, or immerities 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, become entitled to receive in relation to that acquisition. Details m $(7)$ 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.
• 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".
• $(9)$ Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.