Initial Notification of Interests South32 Limited (Incorporated in Australia under the Corporations Act, 2001) (ACN 093 732 597) JSE Share Code: S32 ISIN: AU000000S320 (“South32” or “the Company”) Initial Notification of Interests of Directors, Other Persons Discharging Managerial Responsibility and Their Connected Persons (Australian Securities Exchange Listing Rules Appendix 3X) (Listing Rules & Disclosure and Transparency Rules of the United Kingdom Financial Conduct Authority) Name of entity South32 Limited ABN 84 093 732 597 The entity notifies the stock exchanges on which it has listings, all those interests of directors of the entity, other persons discharging managerial responsibilities and each of their connected persons in the securities of the entity and its related bodies corporate which are required to be disclosed under the Australian Securities Exchange (ASX) Listing Rules, the Listing Rules and Disclosure and Transparency Rules of the United Kingdom Financial Conduct Authority, the Australian Corporations Act and the entity’s Securities Dealing Policy. We (the entity) give the following information under ASX Listing Rule 3.19A.1, United Kingdom Financial Conduct Authority Disclosure and Transparency Rules 3.1.2R and 3.1.4R and as agent for the director, other person discharging managerial responsibilities and/or their connected person(s) in accordance with the entity’s Securities Dealing Policy and section 205G of the Australian Corporations Act (where applicable). Name of director or other Mike Fraser (President and Chief Operating Officer Africa person discharging Region) managerial responsibilities Date of appointment / 25 May 2015 commencement of role Part 1 – Relevant interests in securities as registered holder Number and class of securities Mike Fraser has a direct interest in 36,337 ordinary shares in South32 Limited. Part 2 – Relevant Interests in securities other than as registered holder Name of holder and nature of interest Number and class of securities Note: Provide details of the circumstances giving rise to the relevant interest. Held by Investec on behalf of Mike 139,012 South32 Limited Depository Interests, Fraser as South32 Limited Depository representing an interest in 139,012 ordinary Interests shares in South32 Limited Held by Computershare Nominees 220 ordinary shares in South32 Limited Held by Computershare Nominees as 84 South32 Limited Depository Interests, South32 Limited Depository Interests representing an interest in 84 ordinary shares in South32 Limited Held by Solium Capital UK Ltd. as 12,147 South32 Limited Depository Interests, South32 Limited Depository Interests representing an interest in 12,147 ordinary shares in South32 Limited Part 3 – Interests in contracts other than as described in Parts 1 and 2 Detail of contract - Nature of interest - Name of registered holder (if issued - securities) No. and class of securities to which - interest relates Part 5 – Contact details Name of authorised officers responsible Nicole Duncan for making this notification on behalf of Chief Legal Officer and Company Secretary the entity Contact details Nicole Duncan Tel +61 8 9324 9000 Fax +61 8 9324 9227 27 May 2015 JSE sponsor: UBS South Africa (Pty) Limited Date: 27/05/2015 02:17:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.