South32 Regulatory News (S32)

22nd September 2017

South32 Limited

(Incorporated in Australia under the Corporations Act 2001)

(ACN 093 732 597)

ASX / LSE / JSE Share Code: S32ISIN: AU000000S320

south32.net

SOUTH32 ANNOUNCES ADDITIONAL BOARD MEMBERS

South32 Limited (ASX, LSE, JSE: S32; ADR: SOUHY) (South32) Chairman, David Crawford, today announces two additional members to join the South32 Board.

Dr Xiaoling Liu and Karen Wood will join the South32 Board as independent non-executive Directors. Xiaoling will join the Board on 15 January 2018 and she will seek election by shareholders at next year's Annual General Meeting. Karen's appointment will be effective from 1 November 2017, and she will seek election by shareholders at this year's Annual General Meeting.

Dr Xiaoling Liu is a metallurgical engineer and has over 26 years' experience in management and executive positions. She joined Rio Tinto in 1988, and held various General Manager and Managing Director positions in smelting operational management. Xiaoling was appointed President of Primary Metal Pacific, Rio Tinto Alcan in 2007, and served as President and CEO of Rio Tinto Minerals from 2011 to her retirement in 2014. Xiaoling is currently a non-executive Director of Newcrest Mining Limited and Iluka Resources Limited.

"Xiaoling's extensive executive experience in leading global mining and processing businesses, together with her strong technical background and strategic and risk management skills, will enhance the Board's broad range of skills" said Mr Crawford.

Karen Wood has had extensive experience as a senior executive in the resources sector. During her executive career, she held various senior global roles with BHP, including President People and President Public Affairs. She has a strong legal and governance background, having joined BHP in 2001 as Group Company Secretary, and before that as General Counsel and Company Secretary with Bonlac Foods Limited. From 2000 to 2012 she served as a member of the Takeovers Panel. Karen retired from BHP in 2014 and is currently a non-executive Director of ASX listed investment company, Djerriwarrh Investments Limited.

"Karen's depth of executive experience in strategy and governance, and her legal and people skills, will enable her to make a significant contribution to the Board.

The appointments of Xiaoling and Karen will significantly enhance the diversity of South32's Board. Our success relies on a strong team made up of a diverse range of experience, skills and perspectives, and with these appointments in place, we are well positioned to support the development of the Company's culture and strategy." said Mr Crawford.

Dr Xiaoling Liu

Dr Xiaoling Liu, 60, has extensive executive experience in leading global mining and processing businesses. Prior to her retirement in 2014, Xiaoling had a 26 year career with the Rio Tinto Group where she held many senior positions, including General Manager positions, Managing Director for Technical Services, President of Primary Metal Pacific, and President and CEO of Rio Tinto Minerals, based in Denver. In these roles Xiaoling ran integrated mining, processing and supply chain operations in the United States, Europe and Asia.

Xiaoling is a non-executive director of Newcrest Mining Limited and is a member of the Human Resources and Remuneration Committee and the Audit and Risk Committee. She is also a non-executive director of Iluka Resources Limited and a member of the Audit and Risk Committee and the Nominations Committee. Xiaoling is a Board member of Melbourne Business School.

Prior to joining Rio Tinto Limited, she worked as a Research Fellow of City University in London. Xiaoling previously served as a Board member of the California Chamber of Commerce, was Vice President of the Board of Australian Aluminium Council and was a Board member of the University Council for the University of Tasmania.

Xiaoling has a Bachelor's Degree in Extractive Metallurgy from Chongqing University in China and a Doctorate of Philosophy, Extractive Metallurgy from the Imperial College of Science, Technology and Medicine in London.

Karen Wood

Karen Wood, 61, held several global executive roles since joining the BHP Group in 2001. She served as Group Company Secretary until 2007 when she was appointed Chief People Officer with responsibility for the group human resources portfolio. In 2010, Karen also assumed responsibility for corporate affairs as President, Public Affairs. She served on the Group's senior executive team from 2006 until her retirement in 2014.

Before joining BHP, Karen was General Counsel and Company Secretary for Bonlac Foods Limited. She has previously served as a member of the Takeovers Panel (Australia), Australian Federal Government's Business Regulatory Advisory Group, Australian Securities & Investments Commission Business Consultative Panel and the JD (Juris Doctor) Advisory Board for the University of Melbourne.

Karen's current directorships include Djerriwarrh Investments Limited and the Robert Salzer Foundation. Karen is also Chairman of the BHP Billiton Foundation, which is an independent charitable organisation.

Karen has a Bachelor of Education from the State College of Victoria in Melbourne and a Bachelor of Laws (Hons) from Monash University. She is a fellow of Monash University.

About South32

South32 is a globally diversified mining and metals company with high quality operations in Australia, Southern Africa and South America. 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 have a simple strategy to maximise the potential of our assets and shareholder returns by optimising our existing operations, unlocking their potential and identifying new opportunities to compete for capital.

Further information

Further information on South32 can be found at www.south32.net.

JSE Sponsor: UBS South Africa (Pty) Ltd22 September 2017