Notification of Change of Interests

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Name of entity	South32 Limited
ABN	84 093 732 597

Name of director or other person discharging managerial responsibilities	Mr Brendan Harris (Chief Financial Officer)
Date of last notice	27 May 2015
Date issuer informed of transaction	30 June 2015
Date and place of transaction	29 June 2015 (place of transaction not applicable)
Nature of transaction (including a description of the securities/financial instrument)	Award of performance rights under the South32 Equity Incentive Plan pursuant to and on the terms set out in the South32 Listing Document dated 16 March 2015.

Direct or indirect interest	-
Nature of indirect interest (including registered holder)	-
Date of change	-
No. of securities held prior to change	-
Class	-
Number acquired	-
Number disposed	-
Value/Consideration	-
No. of securities held after change	-
Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back	-
Any additional information (including whether the notification relates to a person connected with a director or other person discharging managerial responsibilities and, if so, the identity of the connected person)	Mr Harris has an existing direct interest in 26,419 ordinary shares in South32 Limited. Mr Harris also has an existing indirect interest in the following: · 915 ordinary shares in South32 Limited held by Computershare Nominees · 366 South32 Limited Depository Interests, representing an interest in 366 ordinary shares in South32 Limited, held by Computershare Nominees No change to these interests

Detail of contract	-
Nature of interest	-
Name of registered holder (if issued securities)	-
No. and class of securities to which interest related prior to change	-
Interest acquired	-
Interest disposed	-
Value/Consideration	-
Interest after change	-

Date of grant	29 June 2015
Period during which or date on which exercisable	Grants of performance rights to replace BHP Billiton short term and long term incentive awards that were cancelled or withheld in connection with the demerger on the terms set out in the South32 Listing Document dated 16 March 2015: · Replacement for Group Short Term Incentive Plan (GSTIP) FY2014 - Aug 2016 · Replacement for Management Award Plan (MAP) FY2014 - Aug 2016 · Replacement for MAP FY2015 - Aug 2017
Total amount paid (if any) for the grant	-
Description of securities involved: Class; number	420,145 performance rights to replace BHP Billiton short term and long term incentive awards: · 124,303 for GSTIP FY2014 · 150,559 for MAP FY2014 · 145,283 for MAP FY2015
Exercise price (if fixed at time of grant) or indication that price is to be fixed at time of exercise	Nil
Total number of securities over which options or other rights held at the date of this notice	124,303 - maximum number of performance rights held as short term incentive awards under the South32 Equity Incentive Plan. 295,842 - maximum number of performance rights held as long term incentive awards under the South32 Equity Incentive Plan. ________ 420,145 - Total
Any additional information	-

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Were the interests in the securities or contacts detailed above traded during a closed period where prior written consent was required?	N/A
If so, was prior written clearance provided to allow the trade to proceed during this period?	N/A
If prior written clearance was provided, on what date was this provided?	N/A