South32 : Change in substantial holding

Form 604

Corporations Act 2001

Section 671B

Notice of change of interests of substantial holder

ToCompany Name/Scheme:	South32 Ltd
ACN/ARSN:	093 732 597

1. Details of substantial holder (1)

Name:

ACN/ARSN (if applicable):

There was a change in the interests of the substantial holder on:

The previous notice was given to the company on:

The previous notice was dated:

Schroder Investment Management Australia Limited and all of its related body corporates

000 443 274

18/09/2020

21/07/2020

21/07/2020

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
	Person's votes	Voting power (5)	Person's votes	Voting power (5)
Ordinary Shares	462,637,761	9.55%	410,771,549	8.48%

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 a substantial holding notice to the company or scheme are as follows:

	Person whose	Nature of change	Consideration given in	Class and number	Person's votes
Date of change	relevant interest	of securities
(6)	relation to change (7)	affected
	changed	affected
22/07/2020 -	SIMAL	BUY	$1,177,937.90	548,730 Ordinary	548,730
18/09/2020	Shares
22/07/2020 -	SIMAL	SELL	$2,675,659.44	1,233,100 Ordinary	1,233,100
18/09/2020	Shares
22/07/2020 -	SIM LTD	BUY	$1,544,619.68	1,039,289 Ordinary	1,039,289
18/09/2020	Shares

22/07/2020 -	SIM LTD	SELL	$85,659,838.26	52,141,131	52,141,131
18/09/2020	Ordinary Shares
22/07/2020 -	S&Co	In-specie transfer	Nil	80,000 Ordinary	80,000
18/09/2020	out	Shares

4. Present relevant interests

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

Holder of relevant	Registered holder	Person entitled to	Nature of	Class and number	Person's votes
interest	of securities	be registered as	relevant interest	of securities
holder (8)	(6)
SIMAL	BNP Paribas	BNP Paribas	Power to dispose	37,758,301	37,758,301
Securities Services	Securities Services	of securities	Ordinary Shares
SIMAL	Citicorp Nominees	Citicorp Nominees	Power to dispose	27,264,594	27,264,594
Ltd HK	Ltd HK	of securities	Ordinary Shares
SIMAL	JP Morgan	JP Morgan	Power to dispose	79,054,602	79,054,602
Custodial Services	Custodial Services	of securities	Ordinary Shares
SIMAL	National Nominees	National Nominees	Power to dispose	29,838,717	29,838,717
Ltd - Melbourne	Ltd - Melbourne	of securities	Ordinary Shares
SIMAL	State Street	State Street	Power to dispose	2,546,561 Ordinary	2,546,561
Australia Limited	Australia Limited	of securities	Shares
SIMAL	UBS AG London	UBS AG London	Power to dispose	14,085 Ordinary	14,085
Branch	Branch	of securities	Shares
SIM LTD	Brown Brothers	Brown Brothers	Power to dispose	3,689,491 Ordinary	3,689,491
Harriman	Harriman	of securities	Shares
SIM LTD	HSBC LONDON	HSBC LONDON	Power to dispose	1,148,651 Ordinary	1,148,651
of securities	Shares
SIM LTD	JP Morgan Chase	JP Morgan Chase	Power to dispose	160,065,445	160,065,445
B'Mouth	B'Mouth	of securities	Ordinary Shares
SIM LTD	JPMorgan Chase	JPMorgan Chase	Power to dispose	133,585	133,585
Bank, N.A	Bank, N.A	of securities	Ordinary Shares
SIM LTD	Nomura Bank	Nomura Bank	Power to dispose	3,731,490 Ordinary	3,731,490
Luxembourg S.A.	Luxembourg S.A.	of securities	Shares

SIM LTD	NT London	NT London	Power to dispose	8,145,223 Ordinary	8,145,223
of securities	Shares
SIM LTD	State Street Bank	State Street Bank &	Power to dispose	56,677,982	56,677,982
& Trust Co	Trust Co	of securities	Ordinary Shares
S&Co	Schroder & Co	Schroder & Co	Power to dispose	702,822 Ordinary	702,822
Bank AG (Zurich)	Bank AG (Zurich)	of securities	Shares

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)	Nature of association
Schroder Investment Management Australia Limited ("SIMAL")	Relevant Fund Manager
Schroder Investment Management Limited ("SIM LTD")	Relevant Fund Manager
Schroder & Co Limited ("S&Co")	Relevant Fund Manager
6. Address
The address of persons named in this form are as follows:
Name	Address
Schroder Investment Management (Australia) Limited ("SIMAL")	Level 20, Angel Place, 123 Pitt Street, Sydney, 2000,
Australia
Schroder Investment Management Limited ("SIM LTD")	1 London Wall Place, Barbican, London EC2Y 5AU
Schroder & Co Limited ("S&Co")	1 London Wall Place, Barbican, London EC2Y 5AU