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 Brendan Harris (Chief Financial Officer) other person discharging managerial responsibilities Date of last notice 30 June 2015 Date issuer informed of 14 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 Harris’ 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 Harris holds a other person discharging managerial direct interest in 27,700 ordinary shares in responsibilities and, if so, the identity of South32 Limited. the connected person) 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. • FY16 Transitional LTI Award – August 2018. • FY15 Deferred Short Term Incentive (STI) Award – August 2017. Total amount paid (if any) for the - grant Description of securities involved: • 938,638 performance rights under the FY16 Class; number LTI Award. • 469,319 performance rights under the FY16 Transitional LTI Award. • 246,814 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 371,117 – 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. 1,234,480 – maximum number of performance rights held as long term incentive awards under the South32 Equity Incentive Plan. 469,319 – maximum number of performance rights held as transitional awards under the South32 Equity Incentive Plan. ________ 2,074,916 – 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'). 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.