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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 Graham Kerr (Chief Executive Officer)
other person
discharging managerial
responsibilities
Date of last notice 1 September 2015
Date issuer informed of 15 December 2015
transaction
Date and place of 10 December 2015 (place of transaction not applicable)
transaction
Nature of transaction Award of performance rights under the South32 Equity
(including a description of Incentive Plan.
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 -
Nature of indirect interest (including -
registered holder)
Date of change -
No. of securities held prior to change -
Class -
Number acquired -
Number disposed -
Value/Consideration -
No. of securities held after change -
Nature of change -
Example: on-market trade, off-market
trade, exercise of options, issue of
securities under dividend reinvestment
plan, participation in buy-back
Any additional information Mr Kerr’s indirect interests in securities (as
(including whether the notification relates previously disclosed) have been converted to
to a person connected with a director or direct interests. As a result, Mr Kerr holds a
other person discharging managerial direct interest in 369,267 ordinary shares in
responsibilities and, if so, the identity of South32 Limited.
the connected person) Mr Kerr holds an additional direct interest in 414
ordinary shares in South32 Limited, which has
not been previously included in his notified
interests.
No change to these interests resulting from
the transaction.
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 10 December 2015
Period during which or date on which • FY16 Long Term Incentive (LTI) Award –
exercisable August 2019.
• FY15 Deferred Short Term Incentive (STI)
Award – August 2017.
Total amount paid (if any) for the -
grant
Description of securities involved: • 3,002,513 performance rights under the
Class; number FY16 LTI Award.
• 1,057,718 performance rights under the
FY15 Deferred STI Award.
Exercise price (if fixed at time of Nil
grant) or indication that price is to be
fixed at time of exercise
Total number of securities over which 1,674,179 – maximum number of performance
options or other rights held at the rights held as short term incentive awards under
date of this notice the South32 Equity Incentive Plan.
7,780,935 – maximum number of performance
rights held as long term incentive awards under
the South32 Equity Incentive Plan.
252,109 – maximum number of performance
rights held as transitional awards under the
South32 Equity Incentive Plan.
________
9,707,223 – Total
Any additional information -
Part 4 – Closed period
Were the interests in the securities or N/A
contacts detailed above traded during
a closed period where prior written
consent was required?
If so, was prior written clearance N/A
provided to allow the trade to proceed
during this period?
If prior written clearance was N/A
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 9200
15 December 2015
JSE sponsor: UBS South Africa (Pty) Ltd
Date: 15/12/2015 04:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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