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Change of Director’s Interest Notice (Appendix 3Y)
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.
Introduced 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 7 December 2016
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 in South32 Limited ordinary
shares following vesting of rights under the
South32 Equity Incentive Plan.
Nature of indirect interest N/A
Note: Provide details of the circumstances giving rise to the relevant
(including registered holder)
interest.
Date of change 25 August 2017
+ 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 794,522 ordinary shares
12,475,620 rights comprising:
• 1,416,908 deferred rights held as short
term incentive awards under the
South32 Equity Incentive Plan (subject
to continued service).
• 11,058,712 performance rights held as
long term incentive awards under the
South32 Equity Incentive Plan.
Class Ordinary fully paid shares in South32 Limited
Number acquired 1,536,017 ordinary shares following vesting of:
• 1,057,718 deferred rights held as short
term incentive awards under the
South32 Equity Incentive Plan
• 478,299 performance rights held as
replacement awards under the South32
Equity Incentive Plan (1,054,571 rights
lapsed)
Number disposed 1,051,929 ordinary shares
Note: If consideration is non-cash, provide details and estimated
Value/Consideration Received 1,536,017 ordinary shares at nil cost,
valuation
following vesting of rights on 25 August 2017
under the South32 Equity Incentive Plan.
Disposed of 1,051,929 ordinary shares at an
average $2.86 per share to cover tax liabilities.
No. of securities held after change 1,278,610 ordinary shares
9,885,032 rights comprising:
• 359,190 deferred rights held as short
term incentive awards under the
South32 Equity Incentive Plan (subject
to continued service).
• 9,525,842 performance rights held as
long term incentive awards under the
South32 Equity Incentive Plan.
Example: on-market trade, off-market trade, exercise of options, issue
Nature of change Vesting of rights under the South32 Equity
of securities under dividend reinvestment plan, participation in buy-
Incentive Plan.
back
Disposal of shares by way of on-market trade to
cover tax liabilities.
+ See chapter 19 for defined terms.
Appendix 3Y Page 2 01/01/2011
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
Note: Details are only required for a contract in
change
relation to which the interest has changed
Interest acquired -
Interest disposed -
-
Note: If consideration is non-cash, provide details and
Value/Consideration
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 N/A
trade to proceed during this period?
If prior written clearance was provided, on what date was N/A
this provided?
29 August 2017
JSE Sponsor: UBS South Africa (Pty) Ltd
+ See chapter 19 for defined terms.
01/01/2011 Appendix 3Y Page 3
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