South32 Regulatory News (S32)

6 January 2020

PASSING OF DR XOLANI MKHWANAZI

South32 is deeply saddened to announce the death of our Non-executive Director Dr Xolani Mkhwanazi on Saturday, 4 January 2020, following a short illness.

Xolani joined the Board of South32 Limited in July 2015, shortly after the Company's formation, following a distinguished executive career, including with BHP Billiton where he served as Chairman of BHP Billiton South Africa and as President and Chief Operating Officer of South Africa Aluminium.

With significant experience in mining and metals and expertise in science, Xolani played a critical role in the establishment of South32 and made a valuable contribution to the Sustainability Committee based on his deep understanding of social and environmental issues.

"Xolani was greatly admired for his grace and his wisdom. He was a scientist and an esteemed business leader with a passion for South Africa, its people and the resources sector. His contribution was felt throughout the Company and we will miss him greatly" said Chair Karen Wood.

Prior to his executive roles at BHP Billiton, Xolani served as Chief Executive Officer at Bateman Africa and the National Energy Regulator. He previously held senior positions at the Council for Scientific and Industrial Research, where he played a significant role in the formulation of the South African National Science and Technology Policy.

Xolani held a PhD in Applied Physics from Lancaster University and was a strong supporter of increasing student participation in science, engineering and technology in South Africa. He received recognition for his contribution to the sciences, including an honorary degree awarded by Lancaster University in July 2019.

South32's Board and management extend their deepest condolences to Xolani's family.

About South32

South32 is a globally diversified mining and metals company. We produce bauxite, alumina, aluminium, energy and metallurgical coal, manganese, nickel, silver, lead and zinc at our operations in Australia, Southern Africa and South America. We also have a high grade zinc, lead and silver development option in North America and several partnerships with junior explorers with a focus on base metals. Our purpose is to make a difference by developing natural resources, improving people's lives now and for generations to come, and to be trusted by our owners and partners to realise the potential of their resources.

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

Authorised for release by Melanie Williams, Company Secretary

JSE Sponsor: UBS South Africa (Pty) Ltd6 January 2020