South32 : Change of Director's Interest Notice - W Osborn

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	Wayne Osborn
Date of last notice	16 March 2016

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	Indirect Interest
	Nature of indirect interest	Mr Osborn has an indirect interest in ordinary
	(including registered holder)	shares in South32 Limited held by Invia Custodian
	Note: Provide details of the circumstances giving rise to the relevant	Pty Limited as trustee of the Osborn Super Fund
	interest.
	A/C (of which Mr Osborn and his spouse, Mrs
		Pamela Joy Osborn, are beneficiaries).
	Date of change	2 November 2020 and 4 November 2020
	No. of securities held prior to change	Direct - 1,720
		Indirect - 123,984
	Class	Ordinary fully paid shares in South32 Limited
	Number acquired	48,400
	Number disposed	N/A

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

Appendix 3Y

Change of Director's Interest Notice

Value/Consideration	AUD$100,180
Note: If consideration is non-cash, provide details and estimated
valuation
No. of securities held after change	Direct - 1,720
	Indirect - 172,384
Nature of change	On-market purchase
Example: on-market trade, off-market trade, exercise of options,
issue of securities under dividend reinvestment plan, participation in
buy-back

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 above traded	No
during a +closed period where prior written clearance was required?
If so, was prior written clearance provided to allow the trade to proceed	N/A
during this period?
If prior written clearance was provided, on what date was this provided?	N/A

JSE Sponsor: UBS South Africa (Pty) Ltd

5 November 2020

+ See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011