Total Voting Rights and Capital

2 July 2015

TOTAL VOTING RIGHTS AND CAPITAL

In conformity with the UK Financial Conduct Authority's ("FCA") Disclosure and Transparency Rule 5.6.1, South32 Limited (ASX, LSE, JSE: S32) ("South32") notifies the market of the following.

As at 2 July 2015, South32's issued capital consists of 5,323,762,901 ordinary shares with voting rights ("Ordinary Shares"). No Ordinary Shares are held in treasury by South32. Therefore, the total number of voting rights in South32 is 5,323,762,901.

Shareholders may use the figure of 5,323,762,901 Ordinary Shares as the denominator for the calculation by which they will determine if they are required to notify their interest, or a change to their interest, in South32 under the FCA's Disclosure and Transparency Rules.

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