Change of Director’s Interest Notice South32 Limited (Incorporated in Australia under the Corporations Act 2001 (Cth)) (ACN 093 732 597) ASX/JSE/LSE 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 Peter Kukielski Date of last notice 25 November 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 (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest. Date of change 14 November 2016 No. of securities held prior to change 14,500 South32 Limited ADRs (representing 72,500 South32 Limited shares) Class Ordinary fully paid shares in South32 Limited Number acquired 32,800 Number disposed - + See chapter 19 for defined terms. 01/01/2011 Appendix 3Y Page 1 Appendix 3Y Change of Director’s Interest Notice Value/Consideration A$2.77 (average) Note: If consideration is non-cash, provide details and estimated valuation No. of securities held after change 14,500 South32 Limited ADRs (representing 72,500 South32 Limited shares) 32,800 Ordinary shares in South32 Limited Nature of change On-market purchase of South32 Limited ordinary Example: on-market trade, off-market trade, exercise of options, shares on the Australian Securities Exchange. issue of securities under dividend reinvestment plan, participation in buy-back Part 2 – Change of director’s interests in contracts 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 N/A 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? + See chapter 19 for defined terms. Appendix 3Y Page 2 01/01/2011 If prior written clearance was provided, on what date was this N/A provided? 21 November 2016 JSE sponsor: UBS South Africa (Pty) Ltd Date: 21/11/2016 10:03:00 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.