South32 Limited Regulatory News (S32)

3 June 2019

TOTAL VOTING RIGHTS AND ISSUED CAPITAL

South32 Limited (ASX, LSE, JSE: S32; ADR: SOUHY) (South32 or 'the Company') advises in accordance with the Financial Conduct Authority's (FCA) Disclosure Guidance and Transparency Rule 5.6.1, South32 notifies the market that as of 31 May 2019 the:

· Company's issued share capital consists of 5,020,142,664 Ordinary shares, each with one vote

· Company does not hold any shares in Treasury

The above figure of 5,020,142,664 may be used by shareholders as the denominator for the calculation by which they can determine whether they are required to notify their interest in, or a change of their interest in, the Company under the FCA Disclosure Guidance and Transparency Rules.

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 are also the owner of a high grade zinc, lead and silver development option in North America and have 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.

JSE Sponsor: UBS South Africa (Pty) Ltd3 June 2019