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SOUTH32 LIMITED - South32 Announces CEO Transition

Release Date: 12/05/2025 07:13
Code(s): S32     PDF:  
Wrap Text
South32 Announces CEO Transition

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 ANNOUNCES CEO TRANSITION

South32 Limited (ASX / LSE / JSE: S32; ADR: SOUHY) (South32) advises that Matthew Daley will join the company as Deputy Chief
Executive Officer on 2 February 2026 and will assume the role of Chief Executive Officer (CEO) when Graham Kerr steps down from
the role later in 2026.

Mr Daley will join South32 from Anglo American plc, where he is currently the Technical and Operations Director and a member of
the executive leadership team. He joined Anglo American in 2017 as Group Head of Mining, and prior to that he was the Executive
General Manager for Glencore's Canadian copper division. Mr Daley's earlier career included operational, commercial and project
roles with Xstrata and Minera Alumbrera.

The appointment of Mr Daley follows a comprehensive global search by the Board, which included the evaluation of internal and
external candidates.

South32 Chair Karen Wood said: "As we embark on this leadership transition, I want to recognise the outstanding contribution
Graham has made over a decade of service through the company's demerger from BHP and the subsequent transformation of its
portfolio. As inaugural CEO, Graham has been instrumental in establishing South32's values-based culture, building a quality
leadership team, and implementing our strategy, underpinned by a disciplined approach to capital allocation and cost management.
His safety-focused leadership has enabled the ongoing delivery of our global, multi-year Safety Improvement Program which remains
core to the pursuit of improvements in our safety performance. Graham will continue to lead the company through the transition
period which will give Matthew the opportunity to get to know our people, our stakeholders and our many operations around the
world before taking the helm.

"Matthew is a highly accomplished executive with extensive operational and leadership experience, including in copper and in the
Americas, and the Board is confident he is the right successor for Graham."

South32 CEO Graham Kerr said: "It has been an honour to be part of South32 and lead the business through its first ten years. From
defining the company's purpose, strategy and values, to transforming its portfolio and setting it up for long term success, I'm proud
of all we have achieved since 2015. When Matthew assumes the role, he will bring fresh leadership to continue South32's
transformation into the next decade. In the meantime, I remain focused on leading the business in the execution of our strategy,
including the work to deliver a step change in our safety performance and the ongoing transformation of our portfolio towards
minerals and metals critical to the global energy transition."

Incoming Deputy Chief Executive Officer Matthew Daley said: "I am delighted to be joining South32 and look forward to working with
Graham and his leadership team as I transition into the role of CEO. South32's portfolio has evolved substantially in recent years and
is well positioned for potential future growth with a strong balance sheet, an attractive commodity mix, and a pipeline of options in
highly prospective regions."

A summary of the key terms of Mr Daley's employment agreement is included as an annexure to this announcement.

                                                                  ENDS




Registered Office Level 35 108 St Georges Terrace Perth WA 6000 Australia
ABN 84 093 732 597 Registered in Australia
Matthew Daley biography

Matthew Daley is an executive in the mining and metals industry with more than 20 years' experience spanning underground and
open cut mining, smelting, refining, projects and commodity trading. He has held leadership roles around the world in operations,
regional management, and as a corporate executive across a range of commodities and disciplines.

Mr Daley is currently the Technical and Operations Director at Anglo American plc and a member of the executive leadership team.
His previous roles include Group Head of Mining at Anglo American, Executive General Manager for Glencore's Canadian copper
division, Project Head at Minera Alumbrera for the Agua Rica Project in Argentina, Trader for Xstrata based in Dubai, and Mine
Manager for Xstrata at the Mount Isa Copper Mine in Queensland, Australia.

Mr Daley holds a Bachelor of Engineering (Mining) (Hons) from the University of South Australia. He is currently based in the United
Kingdom and intends to relocate to Australia in his role with South32.



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 Claire Tolcon, Company Secretary
JSE Sponsor: The Standard Bank of South Africa Limited
12 May 2025




SOUTH32 ANNOUNCES CEO TRANSITION                                                                                       Page 2 of 3
Annexure

                                    Summary of key terms of the employment agreement for Matthew Daley



Position                           Deputy Chief Executive Officer.

                                   South32 anticipates that Mr Daley will move into the role of Chief Executive Officer and Managing Director
                                   (CEO and MD) after a transition period.


Commencement                       2 February 2026.
date


Term                               No fixed term. Ongoing unless terminated by either party (see below under 'Termination').


Remuneration1                      Mr Daley's remuneration has been set on the basis that he will transition into the role of CEO and MD and
                                   comprises the following components (subject to shareholder approval, where appropriate, following his
                                   appointment as CEO and MD):
                                   •    fixed remuneration of A$2,000,000 (Salary), with an additional 14% of Salary in superannuation
                                        contributions per annum;
                                   •    short-term incentive (STI) opportunity with a target value of 120% of Salary, delivered in equal parts
                                        cash and deferred equity, subject to the Board's absolute discretion; and
                                   •    long-term incentive (LTI) opportunity with an indicative face value of 200% of Salary, subject to
                                        Board's absolute discretion.


Compensation for                   Mr Daley is eligible for commencement benefits to compensate for benefits forfeited due to the cessation
benefits forfeited                 of his previous employment (to the extent those benefits are actually forfeited), comprising:
                                   •    a cash payment of A$2,000,000, payable on commencement;
                                   •    an allocation of rights on commencement (285,714 rights);
                                   •    allocation of rights that vest based on continued service through to August 2027 (1,242,857 rights)
                                        and August 2028 (240,000 rights); and
                                   •    allocation of performance rights that will be subject to the same vesting conditions as the FY25 LTI
                                        (857,143 rights) and FY26 LTI (857,143 rights).

                                   The commencement benefits to be provided in equity are conditional on shareholder approval, which will
                                   be sought at the 2025 Annual General Meeting.

                                   Mr Daley's commencement benefits will immediately lapse or become repayable to South32 (as
                                   applicable) if he gives notice of resignation within 12 months of commencing his employment or if he is
                                   summarily dismissed by South32.


Termination                        Either party may terminate the employment agreement by giving 12 months' notice (or, at South32's
                                   discretion, payment in lieu). South32 may immediately terminate Mr Daley's employment without notice
                                   in certain circumstances (including misconduct).


Post-employment                    A six-month post-employment restraint applies.
restraints




1 For further details regarding South32's current reward framework, including the STI and LTI plan rules and vesting conditions, refer to the 2024 Annual Report,
available here. South32 will continue to review the executive reward framework to ensure it remains appropriate and fit for purpose, with the intent that any changes to
the framework would apply to Mr Daley.



SOUTH32 ANNOUNCES CEO TRANSITION                                                                                                                         Page 3 of 3

Date: 12-05-2025 07:13:00
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