Total Voting Rights

2nd July 2018

South32 Limited

(Incorporated in Australia under the Corporations Act 2001)

(ACN 093 732 597)

ASX / LSE / JSE Share Code: S32ISIN: AU000000S320

south32.net

South32 Limited

TOTAL VOTING RIGHTS AND ISSUED CAPITAL

South32 Limited (ASX, LSE, JSE: S32; ADR: SOUHY) (South32) advises in accordance with the Financial Conduct Authority's (FCA) Disclosure Guidance and Transparency Rule 5.6, South32 ('the Company') notifies the market that as of 2 July 2018 the:

· Company's issued share capital consists of 5,119,913,775 Ordinary shares, each with one vote

· Company does not hold any shares in Treasury

The above figure of 5,119,913,775 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 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.

JSE Sponsor: UBS South Africa (Pty) Ltd2nd July 2018