Wrap Text
Chair and CEO Addresses and Proxy Summary
South32 Limited
(Incorporated in Australia under the Corporations Act 2001 (Cth))
(ACN 093 732 597)
ASX / LSE / JSE Share Code: S32; ADR: SOUHY
ISIN: AU000000S320
south32.net
SOUTH32 LIMITED
2025 ANNUAL GENERAL MEETING
CHAIR AND CEO ADDRESSES AND PROXY SUMMARY
South32 Limited (ASX / LSE / JSE: S32; ADR: SOUHY) (South32), in accordance with ASX Listing Rule 3.13.3, releases the addresses
to shareholders to be given by the Chair and the Chief Executive Officer at South32's hybrid Annual General Meeting (AGM) to be
held today.
Below are details of proxy votes received for each resolution in advance of the AGM:
Table 1: Total number of votes exercisable by validly appointed proxies:
Open – Usable3
Resolution For1 Against2 Abstain5
Total Usable Board4
2(a) Election of Mr Stephen 2,581,732,707 11,966,904 11,405,628 6,183,770 2,093,516
Pearce as a Director 99.10% 0.46% 0.44% 0.24% N/A
2(b) Election of Ms Mandlesilo 2,565,748,440 27,875,709 11,391,713 6,169,855 2,181,593
(Mandla) Msimang as a Director 98.49% 1.07% 0.44% 0.24% N/A
3 Adoption of the Remuneration 1,743,675,445 848,002,578 11,153,910 5,997,229 2,436,137
Report 66.99% 32.58% 0.43% 0.23% N/A
4 Grant of awards to Executive 2,149,920,459 432,487,611 11,099,719 5,947,445 13,690,518
Director 82.89% 16.68% 0.43% 0.23% N/A
5 Grant of Commencement 2,550,203,009 32,748,667 10,551,038 5,801,836 13,696,044
Awards to incoming Deputy CEO
– Matthew Daley 98.33% 1.27% 0.40% 0.22% N/A
6 Climate Change Action Plan 2,051,753,618 228,334,525 11,197,785 5,998,622 315,912,280
2025 89.55% 9.96% 0.49% 0.26% N/A
1 Votes where proxy directed to vote "FOR" the motion
2 Votes where proxy directed to vote "AGAINST" the motion
3 Votes where proxy may exercise a direction how to vote
4 Votes where the Board as proxy may exercise a discretion how to vote
5 Votes where proxy directed to "ABSTAIN"
Final results of the AGM will be communicated to the ASX shortly after the conclusion of the meeting.
A webcast of the event will be available to view live via the following link (https://meetnow.global/S32AGM2025). A recording of the
session will be made available on the South32 website following its completion.
Registered Office Level 2, 100 St Georges Terrace, Perth WA 6000, Australia
ABN 84 093 732 597 Registered in Australia
About us
Our purpose is to make a difference by developing natural resources, improving people's lives now and for generations to come. We
are trusted by our owners and partners to realise the potential of their resources. We produce minerals and metals critical to the
world's energy transition from operations across the Americas, Australia and Southern Africa and we are discovering and responsibly
developing our next generation of mines. We aspire to leave a positive legacy and build meaningful relationships with our partners
and communities to create brighter futures together.
Investor Relations Media Relations
Ben Baker Jamie Macdonald
T +61 8 9324 9363 T +61 8 9324 9000
M +61 403 763 086 M +61 408 925 140
E Ben.Baker@south32.net E Jamie.Macdonald@south32.net
Further information on South32 can be found at www.south32.net.
Approved for release to the market by Graham Kerr, Chief Executive Officer
JSE Sponsor: The Standard Bank of South Africa Limited
23 October 2025
SOUTH32 LIMITED 2025 ANNUAL GENERAL MEETING
CHAIR AND CEO ADDRESSES AND PROXY SUMMARY
SOUTH32 LIMITED
2025 Annual General Meeting
23 October 2025
Addresses by Karen Wood, Chair and
Graham Kerr, Chief Executive Officer
The Chair acknowledged the Whadjuk people of the Noongar nation, introduced the Non-Executive Directors and noted the
attendance of the auditor, and the returning officer for the meeting and scrutineer of the vote.
The Company Secretary discussed the meeting procedures including the management of questions and voting.
Karen Wood, Chair
This year marks South32's tenth anniversary and, while much has changed over the past 10 years our steadfast commitment to
improving our safety performance remains. This year we failed to ensure that everyone went home safe and well to their loved ones.
You may recall that at our 2024 AGM, I spoke about the loss of José Luis Pérez on 17 September 2024 while he was working at our
Cerro Matoso nickel operation in Colombia. I want to reiterate that we cannot be truly successful unless we eliminate fatalities and
serious injuries from our business. Again, I want to offer our sincere and heartfelt sympathies to Mr Pérez's family, his friends and
his colleagues. Graham will provide more detail about the progress we are making in improving our safety performance shortly.
Also unchanged is our strategic focus on producing minerals and metals critical to the world's energy transition. The company today
looks very different to the one founded in 2015. We now have a stronger portfolio of assets having divested lower-margin, capital
intensive operations in coal and manganese alloys. We have also grown our base metals production and aluminium value chain.
We have done this through investments in the Sierra Gorda copper mine, the development of our Hermosa project in Arizona, and
the restart of the Alumar smelter in Brazil together with Alcoa. Collectively, these steps have provided additional balance sheet
flexibility and supported returns to our shareholders.
Throughout the year, the Board again visited some of our operations. I've spoken in the past about the opportunity this gives us to
test critical cultural aspects of our company, including the way our people are approaching safety. These opportunities are invaluable
for all Board members and we see them as a key part of our governing role.
We visited our Hermosa project in Arizona in the United States in December, Hillside Aluminium in South Africa in February and
Worsley Alumina in Western Australia in May. At Hermosa, we saw firsthand the progress of construction and met with local
stakeholders. We also learned about the workforce initiatives being developed to support our goal of 80 per cent of Hermosa's
workforce being recruited from the local community when fully operational. This will be a significant economic boost to the local
area.
At Worsley Alumina, Directors visited the site of the Mine Development Project which was the subject of the primary State and
Federal environmental approvals processes that concluded in February. The visit provided an opportunity to better understand how
we are complying with the conditions attached to these environmental approvals and view the progressive rehabilitation of
previously mined areas.
This year the geopolitical instability we have seen has resulted in a decline in the international collaboration once relied upon to
tackle shared global issues. We have also seen uncertainty and significant market volatility due to trade tariff announcements.
Unfortunately, our business is not immune to the impacts that arise from this. Despite these challenges, our strong operating results
for the year coupled with recent portfolio improvements enabled us to deliver Underlying earnings attributable to members of
US$666 million.
We returned US$350 million to our shareholders, including US$294 million in fully-franked ordinary dividends and US$56 million via
on-market share buy-back. At the end of Financial Year 2025, our US$2.5 billion capital management program was 94 per cent
complete. Consistent with our disciplined approach to capital management, the Board has resolved to extend the program until 11
September 2026 with US$144 million to be returned to shareholders ahead of its extension or expiry. These allocations bring the
total capital allocated since 2016 to US$18.7 billion.
In line with the three priorities of our capital management framework, approximately 36 per cent was spent on maintaining safe and
reliable operations, 20 per cent returned as ordinary dividends, and 41 per cent invested in the business through acquisitions,
exploration, share buy backs and special dividends.
SOUTH32 LIMITED 2025 ANNUAL GENERAL MEETING
CHAIR AND CEO ADDRESSES AND PROXY SUMMARY
Sustainability has been central to our strategy since the formation of the company over a decade ago and remains key to the long-
term performance of our business. It is simply not possible to responsibly operate in the resources sector without addressing
sustainability issues like climate change, water use, and biodiversity protection.
This year we published our second Climate Change Action Plan that builds on the plan we put to you in 2022. Our plan outlines how
we have continued to position our portfolio for the energy transition and highlights the work we are doing to reduce our operational
emissions and support emissions reduction across our value chain, while also strengthening our resilience to physical climate risks.
We have matured our approach to climate change to reflect the progress that has been made, the lessons we have learned, and the
risks and opportunities it presents. The intervening three years have given us deeper insight into the commercial and technical
challenges constraining emissions reduction, particularly at Hillside Aluminium and Worsley Alumina, our highest-emitting
operations. So often of course, these challenges require collaboration which, when led by governments around the world, can be a
critical enabler in addressing complexities in a sustainable way that achieves a just transition for people and communities. What is
apparent is that changes to our climate will result in shifts in climate extremes and as we continue our climate change journey, there
will be challenges to overcome in decarbonising our business and ensuring the resilience of our operations. To strengthen our
approach, we are managing present-day risks and embedding our Climate Adaptation and Resilience Plan in our systems and decision-
making.
Over the course of the last couple of years the Board has been focussed on succession – both for management and for the Board. In
May, we announced that Matthew Daley will be joining us as Deputy Chief Executive Officer in February 2026 and that he will assume
the role of CEO when Graham steps down – an event we expect to be late next year. It is important to note that February is not a
CEO succession event.
It is the beginning of a period that will allow Matt to get to know our people, our assets and our stakeholders. This timetable has
been led by me and carefully planned by your Board. It reflects the fact that South32 is a complex company with operations that span
underground mining to world-scale alumina refining and aluminium smelting.
We have a diverse commodity mix and geographic spread. In many of the countries in which we operate stakeholder relationships
are critical to our success. Many of those relationships are led personally by Graham and have been developed over more than 10
years. As they are transitioned to Matt they will be handled with care and respect.
This is very important to our business around the world and, therefore, to the preservation and protection of shareholder value. It
will take some time and during this period Graham will continue to lead the company with the same level of focus and commitment
he has shown from day one.
This is a rare opportunity and one that is only possible with two people – Graham and Matt – who see this as a unique opportunity
to set Matt up for success and for Graham to leave the company, that he has been so effective in leading, in the best possible shape.
Just as a decade on it was inevitable that there would be a plan put in place for management change, so too have we continued to
refresh the Board. We have done this in a methodical way by staggering retirements to ensure South32 continues to benefit from a
mix of long serving Directors and those who are new to the company, bringing with them fresh perspectives.
Today we farewell two founding Directors – Frank Cooper and Futhi Mtoba. As the inaugural Chair of our Risk and Audit Committee,
Frank brought deep expertise in finance, accounting, compliance and risk management to guide us through our first decade. He has
provided strong and steady leadership and helped the Board steer our strategy and capital management with confidence. Futhi has
brought her deep knowledge in finance, economics and public policy to strengthen the work of the Risk and Audit Committee. Her
strong voice on corporate social responsibility, along with her South African perspective, has been so important to our work. South32
has been better for their contributions, and I thank them both for their tireless work.
As we farewell Frank and Futhi we welcome two new directors – Stephen Pearce and Mandla Msimang. Both are seeking your support
for election today and you will shortly have an opportunity to hear from them. And finally on succession, we announced this morning
that, after eight years on the Board and almost seven as Chair when I retire, this will be my last Annual General Meeting and that
Stephen Pearce will assume the role in February 2026. The decision to implement Chair succession at this time reflects the timing for
CEO succession that I have laid out. It means that Stephen will have the opportunity to work with Graham for a significant part of
next year and then oversee the transition to Matt when that takes place. This will mean we will have continuity in the lead up to CEO
succession and beyond.
In our view this is the best way of ensuring we have a well-ordered succession transition for these two leadership roles. It reflects
careful consideration of what we believe is in the best interests of South32 and all of its stakeholders, including shareholders. Stephen
has more than 35 years of financial and commercial experience in the mining, oil and gas, and utilities industries and is well equipped
to lead the Board as South32 moves into its second decade. Importantly he brings a skill set that is complementary to Matt's, and I
am delighted to be passing the baton to him.
SOUTH32 LIMITED 2025 ANNUAL GENERAL MEETING
CHAIR AND CEO ADDRESSES AND PROXY SUMMARY
For my part, my work with South32 has been nothing but a privilege and I thank you for that honour. That work was made easier by
the governance foundations put in place by our first Chair, David Crawford, who sadly passed away at the end of last year, and by
our founding Directors.
We celebrate the tenth anniversary of South32 with a sense of pride for what the company has become, and excitement for the
opportunities which lie ahead. Our industry has an important role to play – to supply minerals and metals critical for the world's
energy transition and, at South32, we're focused on playing our part. We embrace the challenge and the opportunities it brings for
our people, our business and our communities around the world.
Of course, we cannot do that without the support of our investors and for that we thank you. My thanks to all of our stakeholders
and the communities in which we operate. Most importantly my thanks go to the people who come to work each and every day to
safely deliver on our purpose – to make a difference by developing natural resources, improving people's lives now and for
generations to come.
I will now hand over to Graham.
Graham Kerr, Chief Executive Officer
Thank you, Karen. I also acknowledge the Traditional Owners of the land in which we meet, the Whadjuk people of the Noongar
Nation, and pay my respects to their elders – past and present.
Thank you for joining us today. 2025 has been a significant year in our 10-year journey. As Karen mentioned, the South32 you see
today is very different to the one that was formed in 2015. From 50 per cent of our Underlying revenue coming from our aluminium
value chain and base metals, compared to approximately 90 per cent today. But one thing that hasn't changed is our focus on safety.
In September 2024, we were devasted by the death of José Luis Pérez, a contractor who was fatally injured after he fell from height
at Cerro Matoso. I speak for everyone at South32 when I offer my deepest condolences to Mr Pérez's family as they grieve their loss.
I visited Cerro Matoso after the incident and the sense of sadness and loss among the team was profound. Together with Mr Pérez's
employer, we have provided counselling and support, including to his family. An investigation was carried out following the incident
and the findings and lessons learned have been shared across our operations. We owe it to Mr Pérez to learn from this incident and
do everything we can to prevent incidents like this happening again in the future.
Embedding a culture where the health, safety and wellbeing of our people is at the heart of everything we do is essential. We do this
through our 'safety guarantee' which aims to create a sense of chronic unease, reducing complacency and our tolerance to risk. We
also do this through our global safety improvement program, which includes our LEAD Safely Every Day program, which seeks to
build safety leadership across our business.
Almost 16,000 of our people have taken part in this program since its launch, this includes over 95 per cent of leadership roles and
frontline employees in FY25 and it has contributed to sustained improvements in our safety performance. This year, our lost time
injury frequency and our total recordable injury frequency both decreased by more than 25 per cent, compared to FY24. And our
significant hazard frequency increased by 61 per cent which indicates a more proactive reporting culture and improved hazard
awareness. As well as physical safety, we also recognise the importance of psychosocial safety for our people and we've developed
a new framework to manage psychosocial risks which we're rolling out across our operations in FY26.
As Karen mentioned, Matt Daley will be joining us as Deputy CEO in February 2026. Matt is currently the Technical and Operations
Director at Anglo American with extensive operational and leadership experience, and I'm confident he's the right person to take our
business forward as CEO when I step down later in 2026. In the interim, I'll continue to lead our business, including our work to
deliver our global safety improvement program and the ongoing transformation of our portfolio.
Since 2015 we've focused on positioning our portfolio towards minerals and metals critical to the world's energy transition. In the
first quarter of FY25 we divested Illawarra Metallurgical Coal for up to US$1.65 billion which has reduced complexity in our portfolio
and unlocked capital to invest in our higher-returning growth options.
In July, following a strategic review in response to structural changes in the nickel market, we announced we had entered into a
binding agreement to divest Cerro Matoso, with the transaction expected to complete in late 2025, subject to the satisfaction or
waiver of certain conditions.
We invested US$517 million at our Hermosa development where we've commenced sinking of the main and vent shafts and
construction of the process plant at the large-scale, long-life, Taylor zinc-lead-silver project. In May, we reached a key milestone in
the FAST-41 Federal permitting process when the US Forest Service released a Draft Environmental Impact Statement (EIS), with the
final EIS remaining on track for the second half of FY26. Hermosa has bipartisan support to help meet the United States' critical
minerals supply. Beyond Taylor, the Clark battery-grade manganese deposit has the potential to support an emerging North American
EV market. We're also progressing exploration at Hermosa's regional-scale land package. We upgraded the Mineral Resource for the
SOUTH32 LIMITED 2025 ANNUAL GENERAL MEETING
CHAIR AND CEO ADDRESSES AND PROXY SUMMARY
Peake deposit, where exploration results support the potential for a copper dominant mineralised system and we're continuing
studies on the potential to add copper production from Peake using the infrastructure established for Taylor.
At Sierra Gorda, there is potential to grow our copper production through brownfield expansion projects and at the Catabela
northeast exploration project where all 18 exploration holes have intersected significant copper mineralisation.
Looking outside of South32, we've seen geopolitical tensions, conflicts and trade wars contribute to market volatility. We continue
to focus on the factors we can control, by delivering strong operating performance and through our disciplined approach to cost
management and capital allocation. We increased our production of commodities critical to the energy transition and exceeded our
FY25 production guidance, underpinned by annual production growth of 20 per cent in copper and 6 per cent in aluminium. This
enabled us to capitalise on improved commodity prices with our Underlying EBITDA increasing by 7 per cent to US$1.9 billion, and
we finished the year with a net cash position of US$123 million.
In August, we announced we are limiting investment in Mozal Aluminium as we do not have confidence that sufficient and affordable
electricity supply will be secured beyond March 2026, when the current agreement expires. Despite our efforts, negotiations have
not progressed to provide this confidence. Without the required electricity supply, we expect that Mozal Aluminium will be placed
on care and maintenance at the end of the current agreement.
We completed the safe recovery of operations and resumed export sales at Australia Manganese following the extensive damage
caused by Tropical Cyclone Megan in March 2024. More than 317,000 hours were invested in the wharf recovery and rebuild, with
more than 970 tonnes of steel and 740 tonnes of concrete removed from the seabeds and a critical bridge connecting the northern
pits of the Western Leases mining area and the processing plant was also rebuilt. With the operational recovery plan now complete,
shipments have ramped up in Q1 FY26 and we're now working on options to extend GEMCO's mine life.
At Worsley Alumina, primary environmental approvals received during the year have enabled us to start mining new bauxite areas
under the Worsley Mine Development Project, which is expected to sustain production until at least FY36.
We remain focused on growing our base metals production and today we're directing 100 per cent of our capital expenditure to
transition metals. We've also invested US$35 million in our greenfield exploration opportunities in Australia, the US, Canada,
Argentina and Namibia as we work to discover our next generation of base metals mines.
Karen spoke about the release of our second Climate Change Action Plan – or 'CCAP'. Climate change is fundamentally reshaping our
industry – from the commodities we produce, to how we produce them. While this brings opportunities for us through increased
demand for critical minerals and metals, it also brings risks given the energy intensity of metals processing and that in many cases
the technologies we need to reduce hard-to-abate emissions don't yet exist.
Our second CCAP sets out our approach to addressing the risks and opportunities that climate change presents. We have analysed
our portfolio's resilience under two scenarios – a sector-specific 1.5-degree scenario and a 2.8-degree scenario and our analysis
indicates that economic growth and the energy transition are likely to drive demand growth for almost all our commodities, under
both scenarios, except for lead.
We have maintained our focus on reducing our operational emissions and supporting emissions reduction across our value chains.
In FY16, we set a goal of achieving net zero operational emissions by 2050 and in FY21, we set a target to halve our net operational
emissions by FY35 relative to FY21 levels.
Despite our FY25 operational emissions being 1.5 million tonnes of carbon dioxide equivalent lower than FY21, drought conditions
in the Zambezi basin resulted in an undersupply of hydroelectric power to Mozal Aluminium, increasing our reliance on coal-fired
electricity, which led to a two per cent year-on-year increase in total operational emissions in FY25.
The year-on-year increase in Scope 2 emissions linked to Mozal Aluminium more than offset the 12 per cent reduction in Worsley
Alumina's Scope 1 emissions during FY25, following the conversion of two boilers from coal to gas during the prior year.
Our portfolio transformation has reduced transition risk and contributed to lowering our Scope 3 emissions by around 80 per cent
since FY19. In FY25, our Scope 3 emissions were 58 per cent lower than FY24 levels, this was largely due to the sale of Illawarra
Metallurgical Coal in August 2024 and improvements made to the tracking of alumina and manganese sales together with updated
emissions factors.
Since our first CCAP, we've built physical climate risks into our business risk management processes and we've strengthened our
capabilities in adaptation and climate resilience. We're implementing a three-year Climate Adaptation and Resilience Plan to improve
these capabilities and continuously improve physical climate risk management.
We're also taking action to support our communities in understanding their physical climate change vulnerabilities, which can support
more effective planning. I would like to offer my thanks to our stakeholders, including governments around the world where we
SOUTH32 LIMITED 2025 ANNUAL GENERAL MEETING
CHAIR AND CEO ADDRESSES AND PROXY SUMMARY
operate, for their continued support and to our people -thank you for your continued commitment to deliver our strategy and live
our values.
Finally, I would like to take the opportunity to thank Karen Wood for her service to South32. It has been a privilege to work alongside
Karen on the Board for the past eight years and benefit from her counsel as Chair since 2019. I want to recognise Karen's outstanding
leadership of the Board, ensuring it is well placed with the right mix of skills and experience to guide our strategy. Karen's deep
industry knowledge, legal and governance experience, and strategic oversight has been instrumental to how we've positioned
South32 for the future. Her work to engage our stakeholders has been key to how we've evolved our approach to sustainability
during her time as Chair and responded to our changing business context. We've been incredibly fortunate to have someone of
Karen's calibre and experience in the role and I know her legacy will continue to shape South32 for years to come.
As we enter our second decade, our outlook is positive. We're focused on maintaining safe and reliable operations while remaining
resilient as we navigate potential market uncertainty. With a strong balance sheet, we're well positioned to increase our supply of
minerals and metals critical to the world's energy transition and deliver returns to our shareholders.
Thank you, I'll now hand back to our Chair.
The Chair then conducted the formal items of business.
Approved for release to the market by Graham Kerr, Chief Executive Officer
JSE Sponsor: The Standard Bank of South Africa Limited
23 October 2025
SOUTH32 LIMITED 2025 ANNUAL GENERAL MEETING
CHAIR AND CEO ADDRESSES AND PROXY SUMMARY
Date: 23-10-2025 08:33:00
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