Notification of Change of Interests of Directors, Other Persons Discharging Managerial Responsibility South32 Limited (Incorporated in Australia under the Corporations Act 2001 (Cth)) (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 Mr Peter Gerald Jan Kukielski (Director) other person discharging managerial responsibilities Date of last notice 23 November 2015 Date issuer informed of 24 November 2015 transaction Date and place of 20 November 2015 transaction Nature of transaction Purchase of 4,500 South32 Limited American Depositary Receipts (ADRs) (representing 22,500 South32 Limited shares) (including a description of on the United States over-the-counter (OTC) market. the 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 Direct Nature of indirect interest (including - registered holder) Date of change 20 November 2015 No. of securities held prior to 10,000 South32 Limited ADRs (representing change 50,000 South32 Limited shares) Class ADRs in South32 Limited Number acquired 4,500 South32 Limited ADRs (representing 22,500 South32 Limited shares) Number disposed - Value/Consideration US$4.67 per ADR No. of securities held after change 14,500 South32 Limited ADRs (representing 72,500 South32 Limited shares) Nature of change Purchase of 4,500 South32 Limited ADRs. Example: on-market trade, off-market trade, 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 Nicole Duncan responsible for making this Chief Legal Officer and Company Secretary notification on behalf of the entity Contact details Nicole Duncan Tel +61 8 9324 9000 Fax +61 8 9324 9227 25 November 2015 JSE sponsor: UBS South Africa (Pty) Ltd Date: 25/11/2015 09:20:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 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