2018 Annual General Meeting Voting Results

South32 Limited

(Incorporated in Australia under the Corporations Act 2001 (Cth))

(ACN 093 732 597)

ASX / LSE / JSE Share Code: S32 ADR:SOUY

ISIN: AU000000S320

south32.net

25 October 2018

Resolution details

Instructions given to validly appointed proxies(as at proxy close)

Number of votes cast on the poll(where applicable)

Resolution Result

Resolution

Resolution Type

For

Against

Proxy'sDiscretion

Abstain

For

Against

Abstain*

Carried /Not Carried

Resolution 2A Re-election of Mr David Crawford AO as a Director

Ordinary

3,218,184,133

144,300,072

24,291,270

17,733,069

3,248,312,019

144,304,572

17,733,807

Carried

95.02%

4.26%

0.72%

95.75%

4.25%

Resolution 2B Re-election of Dr Xolani Mkhwanazi as a Director

Ordinary

3,363,745,909

13,352,696

24,417,104

2,984,767

3,393,992,998

13,352,696

2,991,898

Carried

98.90%

0.39%

0.71%

99.61%

0.39%

Resolution 3 Adoption of the Remuneration Report

Ordinary

3,281,579,503

89,044,927

23,769,319

9,729,293

3,305,591,622

89,061,792

9,748,471

Carried

96.67%

2.63%

0.70%

97.38%

2.62%

Resolution 4 Grant of awards to Executive Director

Ordinary

3,271,317,034

100,068,713

24,166,101

8,956,380

3,299,286,389

100,104,940

8,957,834

Carried

96.35%

2.94%

0.71%

97.06%

2.94%

Resolution 5 Approval of leaving entitlements

Ordinary

3,291,258,154

79,910,546

23,954,929

9,384,599

3,312,091,418

80,020,491

11,827,219

Carried

96.94%

2.36%

0.70%

97.64%

2.36%