Notification of Change of Interests of Directors, Other Persons Discharging Managerial Responsibility South32 Limited (Incorporated in Australia under the Corporations Act, 2001) (ACN 093 732 597) ASX/JSE/LSE Share Code: S32 ISIN: AU000000S320 Notification of Change of Interests of Directors, Other Persons Discharging Managerial Responsibility and Their Connected Persons (Australian Securities Exchange Listing Rules Appendix 3Y) (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 (and changes to those interests) 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.2, 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 Mr Wayne Geoffrey Osborn (Director) person discharging managerial responsibilities Date of last notice 25 May 2015 Date issuer informed of 26 August 2015 transaction Date and place of 26 August 2015 (Australian Securities Exchange) transaction Nature of transaction On-market purchase of 120,000 South32 Limited ordinary fully (including a description of the paid shares on the Australian Securities Exchange. securities/financial instrument) Part 1 – Change of relevant interests in securities This Part includes changes in the relevant interest of Connected Persons of the director or other person discharging managerial responsibilities. Changes in relevant interest that relate to rights and options granted by the entity are covered in Part 3 below. Direct or indirect interest Indirect Nature of indirect interest (including Mr Osborn has an indirect interest in 123,984* registered holder) ordinary shares in South32 Limited held by Navigator Australia Limited as trustee of the Osborn Superannuation Fund of which Mr Osborn and his spouse, Mrs Pamela Joy Osborn, are beneficiaries. *Note – total above includes shares acquired in this transaction. Date of change 26 August 2015 No. of securities held prior to change 1,720 (Direct) 3,984 (Indirect) Class Ordinary fully paid shares in South32 Limited Number acquired 120,000 Number disposed - Value/Consideration $1.4925 (average price) No. of securities held after change 1,720 (Direct) 123,984 (Indirect) Nature of change On-market purchase of South32 Limited ordinary Example: on-market trade, off-market trade, fully paid shares. exercise of options, issue of securities under dividend reinvestment plan, participation in buy- back Any additional information - (including whether the notification relates to a person connected with a director or other person discharging managerial responsibilities and, if so, the identity of the connected person) Part 2 – Change of interests in contracts other than as described in Part 1 Detail of contract - Nature of interest - Name of registered holder (if issued - securities) No. and class of securities to which - interest related prior to change Interest acquired - Interest disposed - Value/Consideration - Interest after change - Part 3 – Change of interests in options or other rights granted by the entity Date of grant - Period during which or date on which - exercisable Total amount paid (if any) for the grant - Description of securities involved: - Class; number Exercise price (if fixed at time of grant) - or indication that price is to be fixed at time of exercise Total number of securities over which - options or other rights held at the date of this notice Any additional information - Part 4 – Closed period Were the interests in the securities or No contacts detailed above traded during a closed period where prior written consent was required? If so, was prior written clearance Under the South32 Limited Securities Dealing provided to allow the trade to proceed Policy a Director or other Person Discharging during this period? Managerial Responsibilities cannot deal in South32 Limited securities without prior written clearance. This requirement applies to all dealings, including those that occur outside of a Close Period. If prior written clearance was provided, - on what date was this provided? 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 August 2015 JSE sponsor: UBS South Africa (Pty) Ltd Date: 27/08/2015 09:45:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 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