Appendix 3D Changes relating to buy-back Appendix 3D Changes relating to buy-back (except minimum holding buy-back)

Information and documents given to ASX become ASX's property and may be made public.

Introduced 1/9/99. Origin: Appendix 7B. Amended 13/3/2000, 30/9/2001, 11/01/10

Rule 3.8A

Name of entity

ABN/ARSN

South32 Limited

84 093 732 597

We (the entity) give ASX the following information.

1

Date that an Appendix 3C or the last Appendix 3D was given to ASX

27 March 2017

Information about the change

Complete each item for which there has been a change and items 9 and 10.

Column 1

(Details announced to market in Appendix 3C or last Appendix 3D)

Column 2

(Details of change to buy-back proposals)

On-market buy-back

2

Name of broker who will act on the

company's behalf

Goldman Sachs Australia Pty Ltd

No change

3

Deleted 30/9/2001.

4

If the company/trust intends to buy back a maximum number of shares/units - that number

Note: This requires a figure to be included, not a percentage. The reference to a maximum number is to the total number including shares/units already bought back and shares/units remaining to be bought back. If the total has not changed, the item does not need to be completed.

Up to that number of shares for which the total buy-back consideration paid or payable is up to US$500 million.

The Company reserves the right to suspend or terminate the buy-back at any time.

Up to that number of shares for which the total buy-back consideration paid or payable is up to US$750 million.

The Company reserves the right to suspend or terminate the buy-back at any time.

+ See chapter 19 for defined terms.

11/01/2010 Appendix 3D Page 1

Appendix 3D Changes relating to buy-back

Column 1

(Details announced to market in Appendix 3C or last Appendix 3D)

Column 2

(Details of change to buy-back proposals)

5

If the company/trust intends to buy back a maximum number of shares/units - the number remaining to be bought back

Not applicable

Up to the number of shares with an aggregate buy-back consideration of US$538,544,756.

6

If the company/trust intends to buy- back shares/units within a period of time - that period of time; if the company/trust intends that the buy- back be of unlimited duration - that intention

The Company intends to buy-back shares in the period 11 April 2017 to 10 April 2018 (inclusive) or earlier if US$500 million worth of shares are bought back prior to that date.

The Company reserves the right to suspend or terminate the buy-back at any time.

The Company intends to buy-back shares in the period 11 April 2017 to 10 October

2018 (inclusive) or earlier if US$750 million worth of shares are bought back prior to that date.

The Company reserves the right to suspend or terminate the buy-back at any time.

7

If the company/trust intends to buy back shares/units if conditions are met - those conditions

Not applicable

Not applicable

All buy-backs

8

Any other change

Not applicable

Not applicable

+ See chapter 19 for defined terms.

Appendix 3D Page 2 11/01/2010

Appendix 3D Changes relating to buy-back

9

Reason for change

Increase the potential size and extend the end date of the program.

10

Any other information material to a shareholder's/unitholder's decision whether to accept the offer (eg, details of any proposed takeover bid)

None

Compliance statement

1. The company is in compliance with all Corporations Act requirements relevant to this buy-back.

or, for trusts only:

  1. The trust is in compliance with all requirements of the Corporations Act as modified by Class Order 07/422, and of the trust's constitution, relevant to this buy-back.

  2. There is no information that the listing rules require to be disclosed that has not already been disclosed, or is not contained in, or attached to, this form.

Sign here:

............................................................

(Director/Company secretary)

Date: 24 August 2017

Print name:

Nicole Duncan

== == == == ==

+ See chapter 19 for defined terms.

11/01/2010 Appendix 3D Page 3

South32 Ltd. published this content on 23 August 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 24 August 2017 03:07:03 UTC.

Original documenthttps://www.south32.net/docs/default-source/all-financial-results/fy2017-full-year-financial-results/appendix-3d---changes-to-buy-back.pdf?sfvrsn=bba2c1ae_4

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