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

Appendix 3Y

Rule 3.19A.2

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	8 December 2020

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	20 August 2021
No. of securities held prior to change	3,618,010 ordinary shares
	8,502,426 rights comprising:
	• 633,085 deferred rights held as short
	term incentive awards under the
	South32 Equity Incentive Plan (subject
	to continued service).
	• 7,869,341 performance rights held as
	long term incentive awards under the
	South32 Equity Incentive Plan.
Class	Ordinary fully paid shares in South32 Limited

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

Appendix 3Y

Change of Director's Interest Notice

Number acquired	352,097 ordinary shares following vesting of
	352,097 deferred rights held as short term
	incentive awards under the South32 Equity
	Incentive Plan (subject to continued service)
Number disposed	165,486 ordinary shares
Value/Consideration	Received 352,097 ordinary shares at nil cost,
Note: If consideration is non-cash, provide details and estimated	following vesting of rights on 20 August 2021
valuation	under the South32 Equity Incentive Plan.
	Disposed of 165,486 ordinary shares at an
	average of $2.748152 per share to cover tax
	liabilities.
No. of securities held after change	3,804,621 ordinary shares
	6,123,612 rights comprising:
	• 280,988 deferred rights held as short
	term incentive awards under the
	South32	Equity	Incentive	Plan
	(subject to continued service).
	• 5,842,624 performance rights held as
	long term incentive awards under the
	South32	Equity	Incentive	Plan
	(where 2,026,717 performance rights
	lapsed).
Nature of change	Vesting of rights under the South32 Equity
Example: on-market trade, off-market trade, exercise of options,	Incentive Plan.
issue of securities under dividend reinvestment plan, participation
in buy-back	Disposal of shares by way of on-market trade
	to cover tax liabilities.

+ 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	No
detailed above traded during a +closed period
where prior written clearance was required?
If so, was prior written clearance provided to allow	N/A
the trade to proceed during this period?
If prior written clearance was provided, on what	N/A
date was this provided?
JSE Sponsor: UBS South Africa (Pty) Ltd
	26 August 2021

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