2020 Annual General Meeting 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

29 October 2020

SOUTH32 LIMITED

2020 Annual General Meeting

Thursday, 29 October 2020

Results of Meeting

The following information is provided in accordance with section 251AA(2) of the Corporations Act 2001 (Cth) and ASX Listing Rule 3.13.2.

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

2A Re-election of Mr Frank Cooper as a Director

Ordinary

3,165,474,865

37,284,485

8,876,304

6,690,719

3,174,866,431

37,290,161

6,690,719

Carried

98.56%

1.16%

0.28%

98.84%

1.16%

2B Re-election of Dr Xiaoling Liu as a Director

Ordinary

3,165,372,480

37,399,150

9,001,989

6,548,746

3,174,866,633

37,411,924

6,564,746

Carried

98.56%

1.16%

0.28%

98.84%

1.16%

2C Re-election of Dr Ntombifuthi Mtoba as a Director

Ordinary

3,165,969,224

36,618,849

9,041,588

6,692,234

3,175,514,091

36,630,082

6,698,660

Carried

98.58%

1.14%

0.28%

98.86%

1.14%

2D Re-election of Ms Karen Wood as a Director

Ordinary

3,163,896,811

38,833,863

9,046,166

6,631,635

3,173,463,915

38,833,863

6,631,635

Carried

98.51%

1.21%

0.28%

98.79%

1.21%

3 Election of Mr Guy Lansdown as a Director

Ordinary

3,193,391,278

10,435,584

9,085,690

5,407,313

3,202,992,230

10,441,260

5,407,313

Carried

99.39%

0.32%

0.28%

99.68%

0.32%

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

4 Adoption of the Remuneration Report

Ordinary

2,490,453,138

679,697,477

8,448,149

32,292,615

2,499,208,621

679,756,460

32,319,226

Carried

78.35%

21.38%

0.27%

78.62%

21.38%

5 Grant of awards to Executive Director

Ordinary

2,525,510,104

664,049,879

8,420,391

20,338,072

2,534,374,723

664,123,772

20,340,889

Carried

78.97%

20.76%

0.26%

79.24%

20.76%

6 Renewal of proportional takeover provisions

Special

3,127,492,737

75,278,348

8,931,122

6,620,158

3,136,937,721

75,278,348

6,627,234

Carried

97.38%

2.34%

0.28%

97.66%

2.34%

* Votes cast by a person who abstains on an item are not counted in calculating the required majority on a poll.