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Appendix 3Y
Change of Director’s Interest Notice
South32 Limited
(Incorporated in Australia under the Corporations Act 2001 (Cth))
(ACN 093 732 597)
ASX, LSE, JSE Share Code: S32
ISIN: AU000000S320
Rule 3.19A.2
Appendix 3Y
Change of Director’s Interest Notice
Information or documents not available now must be given to ASX as soon as available. Information and
documents given to ASX become ASX’s property and may be made public.
I nt r oduced 30/09/01 Amended 01/01/11
Name of entity South32 Limited
ABN 84 093 732 597
We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for
the director for the purposes of section 205G of the Corporations Act.
Name of Director Graham Kerr
Date of last notice 16 December 2015
Part 1 - Change of director’s relevant interests in securities
In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust
Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should
be disclosed in this part.
Direct or indirect interest Direct Interest
Nature of indirect interest Direct Interest in South32 Limited ordinary shares
(including registered holder) following vesting of rights under the South32 Equity
Note: Provide details of the circumstances giving rise to the relevant Incentive Plan.
interest.
Date of change 31 August 2016
+ See chapter 19 for defined terms.
01/01/2011 Appendix 3Y Page 1
Appendix 3Y
Change of Director’s Interest Notice
No. of securities held prior to change 369,681 ordinary shares
9,707,223 rights comprising:
• 1,674,179 deferred rights held as short term
incentive awards under the South32 Equity
Incentive Plan.
• 7,780,935 performance rights held as long
term incentive awards under the South32
Equity Incentive Plan.
• 252,109 performance rights held as
transitional awards under the South32 Equity
Incentive Plan.
Class Ordinary fully paid shares in South32 Limited
Number acquired 833,022 ordinary shares following vesting of:
• 616,461 deferred rights held as short term
incentive awards under the South32 Equity
Incentive Plan vested
• 216,561 performance rights held as
transitional awards under the South32 Equity
Incentive Plan vested (35,548 rights lapsed)
Number disposed 408,181 ordinary shares
Value/Consideration Received 833,022 ordinary shares at nil cost, following
Note: If consideration is non-cash, provide details and estimated vesting of rights on 31 August 2016 under the South32
valuation
Equity Incentive Plan.
Disposed of 408,181 ordinary shares at $1.9312 per
share to cover tax liability associated with vesting.
No. of securities held after change 794,522 ordinary shares
8,838,653 rights comprising:
• 1,057,718 deferred rights held as short term
incentive awards under the South32 Equity
Incentive Plan.
• 7,780,935 performance rights held as long
term incentive awards under the South32
Equity Incentive Plan.
Nature of change Vesting of rights under the South32 Equity Incentive
Example: on-market trade, off-market trade, exercise of options, Plan.
issue of securities under dividend reinvestment plan, participation in
buy-back
Disposal of shares by way of on-market trade to cover
tax liability associated with vesting.
Part 2 – Change of director’s interests in contracts
+ See chapter 19 for defined terms.
Appendix 3Y Page 2 01/01/2011
Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should
be disclosed in this part.
Detail of contract -
Nature of interest -
Name of registered holder -
(if issued securities)
Date of change -
No. and class of securities to which -
interest related prior to change
Note: Details are only required for a contract in
relation to which the interest has changed
Interest acquired -
Interest disposed -
Value/Consideration -
Note: If consideration is non-cash, provide details
and an estimated valuation
Interest after change -
Part 3 – +Closed period
Were the interests in the securities or contracts detailed No
above traded during a +closed period where prior written
clearance was required?
If so, was prior written clearance provided to allow the trade N/A
to proceed during this period?
If prior written clearance was provided, on what date was this N/A
provided?
+ See chapter 19 for defined terms.
01/01/2011 Appendix 3Y Page 3
05 September 2016
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