Letter to Shareholders

26 May 2015

LETTER TO SHAREHOLDERS

South32 Limited (ASX, LSE, JSE: S32) (South32): The following document has today been submitted to the National Storage Mechanism and will shortly be available for inspection at http://www.morningstar.co.uk/uk/NSM:

· Letter to be sent to shareholders who hold South32 shares on the London Stock Exchange.

The document may also be accessed via South32's website - http://www.South32.net.

Nicole Duncan

Chief Legal Officer and Company Secretary

+61 8 9324 9000

[email protected]

Further information on South32 Limited can be found at: www.South32.net.