South32 : Change in substantial holding

Form 604

Corporations Act 2001

Section 671B

Notice of change of interests of substantial holder

ToCompany Name/Scheme:

ACN/ARSN:

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:

2. Previous and present voting power

South32 Ltd

093 732 597

Schroder Investment Management Australia Limited and all of its related bodies corporate

000 443 274

24/09/2021

03/12/2020

01/12/2020

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	359,970,206	7.44%	299,044,653	6.43%

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
02/12/2020 -	SIMAL	BUY	$55,236,879.16	19,968,235	19,968,235
24/09/2021	Ordinary Shares
02/12/2020 -	SIMAL	SELL	$126,901,667.54	43,404,656	43,404,656
24/09/2021	Ordinary Shares
02/12/2020 -	SIMAL	In-specie transfer	Nil	42,926,611	42,926,611
24/09/2021	out	Ordinary Shares

02/12/2020 -	SIM LTD	BUY	$87,130,010.87	37,414,240	37,414,240
24/09/2021	Ordinary Shares
02/12/2020 -	SIM LTD	SELL	$102,684,232.57	46,476,148	46,476,148
24/09/2021	Ordinary Shares
02/12/2020 -	SIM LTD	In-specie transfer	Nil	14,601,174	14,601,174
24/09/2021	in	Ordinary Shares
02/12/2020 -	S&Co	In-specie transfer	Nil	101,787 Ordinary	101,787
24/09/2021	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

interest

SIMAL

SIMAL

SIMAL

SIMAL

SIMAL

SIM LTD

SIM LTD

SIM LTD

Registered holder	Person entitled to	Nature of	Class and number
be registered as	relevant interest	Person's votes
of securities	holder (8)	(6)	of securities
BNP Paribas	BNP Paribas	Power to dispose	26,257,865	26,257,865
Securities Services	Securities Services	of securities	Ordinary Shares
Citicorp Nominees	Citicorp Nominees	Power to dispose	22,472,843	22,472,843
Ltd HK	Ltd HK	of securities	Ordinary Shares
JP Morgan	JP Morgan	Power to dispose	42,882,019	42,882,019
Custodial Services	Custodial Services	of securities	Ordinary Shares
National Nominees	National Nominees	Power to dispose	9,809,903 Ordinary	9,809,903
Ltd - Melbourne	Ltd - Melbourne	of securities	Shares
UBS AG London	UBS AG London	Power to dispose	17,456 Ordinary	17,456
Branch	Branch	of securities	Shares
Brown Brothers	Brown Brothers	Power to dispose	2,789,791 Ordinary	2,789,791
Harriman	Harriman	of securities	Shares
HSBC LONDON	HSBC LONDON	Power to dispose	963,117 Ordinary	963,117
of securities	Shares
JP Morgan Chase	JP Morgan Chase	Power to dispose	112,368,870	112,368,870
B'Mouth	B'Mouth	of securities	Ordinary Shares

SIM LTD	JPMorgan Chase	JPMorgan Chase	Power to dispose	162,418	162,418
Bank, N.A	Bank, N.A	of securities	Ordinary Shares
SIM LTD	Nomura Bank	Nomura Bank	Power to dispose	1,715,368 Ordinary	1,715,368
Luxembourg S.A.	Luxembourg S.A.	of securities	Shares
SIM LTD	NT London	NT London	Power to dispose	7,218,723 Ordinary	7,218,723
of securities	Shares
SIM LTD	State Street Bank	State Street Bank &	Power to dispose	71,898,000	71,898,000
& Trust Co	Trust Co	of securities	Ordinary Shares
S&Co	Schroder & Co	Schroder & Co	Power to dispose	488,280 Ordinary	488,280
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

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