South32 : Change of Director's Interest Notice - G Kerr

Appendix 3Y

Change of Director's Interest Notice

South32 Limited (Incorporated in Australia under the Corporations Act 2001 (Cth))

(ACN 093 732 597) ASX/JSE/LSE Share Code: S32 ADR: SOUHY ISIN: AU000000S320 south32.net

Rule 3.19A.2

Appendix 3Y

Change of Director's Interest Notice

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 30/09/01 Amended 01/01/11

Name of entity	South32 Limited
ABN	84 093 732 597

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	Graham Kerr
Date of last notice	30 August 2019

Part 1 - Change of director's relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of "notifiable interest of a director" should be disclosed in this part.

Direct or indirect interest	Direct Interest
Nature of indirect interest	N/A
(including registered holder)
Note: Provide details of the circumstances giving rise to the relevant
interest.
Date of change	6 December 2019

• See chapter 19 for defined terms. 01/01/2011 Appendix 3Y Page 1

Appendix 3Y

Change of Director's Interest Notice

No. of securities held prior to change	3,292,285 ordinary shares
	7,081,038 rights comprising:
	• 325,725 deferred rights held as short
	term incentive awards under the
	South32 Equity Incentive Plan (subject
	to continued service).
	• 6,755,313 performance rights held as
	long term incentive awards under the
	South32 Equity Incentive Plan
Class	Rights under the South32 Equity Incentive Plan
Number acquired	• 352,097 deferred rights held as short
	term incentive awards under the
	South32 Equity Incentive Plan (subject
	to continued service).
	• 1,696,261 performance rights held as
	held as long term incentive awards
	under the South32 Equity Incentive
	Plan.
Number disposed	N/A
Value/Consideration	Received	2,048,358 rights at	nil cost	on 6
Note: If consideration is non-cash, provide details and estimated	December	2019 under the	South32	Equity
valuation
Incentive Plan.
No. of securities held after change	3,292,285 ordinary shares
	9,129,396 rights comprising:
	• 677,822 deferred rights held as short
	term incentive awards under the
	South32 Equity Incentive Plan (subject
	to continued service).
	• 8,451,574 performance rights held as
	long term incentive awards under the
	South32 Equity Incentive Plan
Nature of change	Allocation of rights under the South32 Equity
Example: on-market trade, off-market trade, exercise of options,	Incentive Plan, as approved by shareholders at
issue of securities under dividend reinvestment plan, participation in	the 2019 Annual General Meeting.
buy-back

+ See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

Appendix 3Y

Change of Director's Interest Notice

Part 2 - Change of director's interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of "notifiable interest of a director" should be disclosed in this part.

Detail of contract	-
Nature of interest	-
Name of registered holder	-
(if issued securities)
Date of change	-
No. and class of securities to	-
which interest related prior to
change
Note: Details are only required for a contract in
relation to which the interest has changed
Interest acquired	-
Interest disposed	-
Value/Consideration	-
Note: If consideration is non-cash, provide details
and an estimated valuation
Interest after change	-
Part 3 - +Closed period
Were the interests in the securities or contracts detailed	No
above traded during a +closed period where prior written
clearance was required?
If so, was prior written clearance provided to allow the	N/A
trade to proceed during this period?
If prior written clearance was provided, on what date was	N/A
this provided?

JSE Sponsor: UBS South Africa (Pty) Ltd

11 December 2019

• See chapter 19 for defined terms. 01/01/2011 Appendix 3Y Page 3