1 December 2020

South32 Limited

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

(ACN 093 732 597)

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

ISIN: AU000000S320 south32.net

SECURITIES DEALING POLICY

South32 Limited (ASX, LSE, JSE: S32; ADR: SOUHY) (South32) has released its revised Securities Dealing Policy, which is available on the South32 website atwww.south32.net/who-we-are/risk-governance.

About South32

South32 is a globally diversified mining and metals company. Our purpose is to make a difference by developing natural resources, improving people's lives now and for generations to come. We are trusted by our owners and partners to realise the potential of their resources. We produce bauxite, alumina, aluminium, energy and metallurgical coal, manganese, nickel, silver, lead and zinc at our operations in Australia, Southern Africa and South America. With a focus on growing our base metals exposure, we also have two development options in North America and several partnerships with junior explorers around the world.

Further Information

Investor Relations

Further information on South32 can be found at www.south32.net.

Approved for release by Nicole Duncan, Company Secretary, South32

JSE Sponsor: UBS South Africa (Pty) Ltd

1 December 2020

Registered Office Level 35 108 St Georges Terrace Perth WA 6000 Australia

ABN 84 093 732 597 Registered in Australia

1

SECURITIES DEALING POLICY

1.

OVERVIEW

• 1.1 This Securities Dealing Policy (Policy) applies to all Directors, employees, and contractors (Employees) of South32 Limited (the Company) and its related bodies corporate (together the Group).

• 1.2 The purpose of this Policy is to ensure:

  • (a) that Employees who are in possession of Inside Information concerning the Company do not engage in Insider Trading, and do not use information acquired as an Employee to gain an improper advantage for themselves or anyone else;

  • (b) the perception of Insider Trading is avoided; and

  • (c) that public confidence is maintained in the reputation of the Group, the Company's Directors and Employees of the Group and in the trading of the Company's securities.

• 1.3 The Company has also adopted a Securities Dealing Procedure (Procedure) that sets out how employees assist with implementing this Policy and comply with relevant legal obligations.

2.

DIAGRAM OF RESTRICTIONS UNDER THIS POLICY

South32 Limited | Registered Office Level 35 108 St Georges Terrace Perth WA 6000 Australia | ABN 84 093 732 597

3.

INSIDER TRADING

• 3.1 Inside Information is information about a company that:

  • • is not available to the market (i.e. it has not been made public); and

  • • if it were made public, it would be likely to have a significant effect (upwards or downwards) on a company's share price.

• 3.2 Where an Employee has Inside Information in respect of the Group, they must not engage in Insider Trading as prohibited by law in various jurisdictions. This includes:

  (a) dealing in the Company's securities including in any shares vested under the Company's employee share ownership plans, bonds, notes, depositary receipts and any financial instruments linked to them. Dealing includes a wide range of transactions such as using the Company's shares as security for a loan and entering into any derivative contract which relates to the

  Company's securities; or

  • (b) advise, procure or encourage someone else to deal in the Company's securities, even if the Employee does not profit from the dealing; or

  • (c) directly or indirectly provide Inside Information to another person where the Employee knows, or ought to know, that that person is likely to deal in the

    Company's securities.

• 3.3 As a guiding principle, before dealing in the Company's securities, Employees should ask themselves:

  If the market was aware of all the current circumstances, could the proposed dealing be perceived by the market as me taking advantage of my access to information in an inappropriate way? How would it look if the transaction were reported on the front page of the newspaper? Is my behaviour consistent with our Code of Business Conduct and Values?

  (Front Page Test).

• 3.4 Where an Employee possesses Inside Information about other listed companies (including the Group's customers, contractors or business partners) with which the Company may be engaging or negotiating, the Employee must not deal in the other company's securities.

• 3.5 If an Employee is unsure as to whether or not they hold Inside

  Information or are allowed to deal in the Company's securities, they should always consult Company Secretariat.

4.

BLACKOUT PERIOD

• 4.1 Blackout periods apply to KMP (refer to 6.1(a), South32 Lead Team members and Restricted Employees.

• 4.2 The Company's blackout periods are:

  • (a) the period from the close of trading on the Australian Securities Exchange (ASX) on 30 June each year, or if that date is not a trading day, the last trading day before that day, until the day following the announcement of the Group's full year financial results (provided that this period is at least 30 days);

  • (b) the period from the close of trading on the ASX on 31 December each year, or if that date is not a trading day, the last trading day before that day, until the day following the announcement of the Group's half-year financial results (provided that this period is at least 30 days); and

  • (c) any other period that is specified as a blackout period for dealings from time to time. In particular, this could include a period specified as a blackout period if required to do so by applicable law.

5.

ADDITIONAL RESTRICTIONS FOR CERTAIN EMPLOYEES (RESTRICTED EMPLOYEES)

• 5.1 Company Secretariat may notify certain Employees that including the restrictions under this Policy, they are subject to additional restrictions (Restricted Employees) such as not dealing in the Company's securities whilst their name is on an 'insider list' or dealing during blackout periods only in exceptional circumstances; or that certain Employees are subject to other additional restrictions the Company may impose from time to time such as not dealing in the

  Company's securities unless prior approval is obtained.

• 5.2 The request for approval to deal by Restricted Employees must be made in accordance with the Procedure.

6.

ADDITIONAL RESTRICTIONS FOR KMP AND SOUTH32 LEAD TEAM MEMBERS

• 6.1 There are additional requirements that specifically apply to:

  (a)

  persons discharging managerial responsibilities in respect of the Company being:

  • 1. Directors;

  • 2. members of the South32 Lead Team (i.e. key management personnel with authority and responsibility for planning, directing and controlling the Company's activities, directly or indirectly),

    who have regular access to Inside Information

    relating directly or indirectly to the Company and

    power to take managerial decisions affecting the

    future developments and business prospects of the

    Company;

  (together, KMP); and

  (b) other members of the South32 Lead Team who are not KMP (South32 Lead Team members); and

  (c)

  persons closely associated with KMP and South32 Lead Team members (PCAs), which, for each KMP and South32 Lead Team members are:

  • 1. spouse or civil partner;

  • 2. child (including a step child) who is under the age of 18, is unmarried and does not have a civil partner;

  • 3. a relative who has shared the same household for at least one year on the date of the dealing;

  • 4. any other family member who may be expected to influence, or be influenced by the KMP or South32 Lead Team member in his or her dealings with the Company or Company securities (this may include the KMP's or South32 Lead Team member's partner's children or other dependents of the KMP or South32 Lead Team member or the KMP's or South32 Lead Team member's partner); and

  • 5. a legal person, trust or partnership, the managerial responsibilities of which are discharged by the KMP or South32 Lead Team member or by a person referred to in (1), (2) or (3) above, which is directlyor indirectly controlled by such a person or is set up for the benefit of such a person, or the economic interests of which are substantially equivalent to those of such a person.

• 6.2 KMP and South32 Lead Team members must provide the Company with a list of all of their PCAs, any changes to that list and take appropriate steps to ensure that their PCAs are aware of their responsibilities and do not breach this Policy. Restrictions on dealings which are included or excluded under this Policy also apply to KMP and South32 Lead Team members' PCAs. In addition, notification requirements under section 6.7 apply to KMP and South32 Lead Team members'

  PCAs, except for PCAs under section 6.1 (c) (4).

Dealing outside blackout periods

• 6.3 During any period that is not a blackout period, KMP and South32 Lead Team members must, prior to any proposed dealing in the Company's securities, seek approval from the following approver before undertaking the proposed dealing:

  Role of person seeking approval	Relevant approver for dealings
  Chair of the Board	Chair of the Risk and Audit Committee
  Directors (other than Chair of the Board), including the CEO	Chair of the Board
  Executives (other than the CEO)	CEO (or delegate)

• 6.4 The request for approval must be made in accordance with the Procedure.

• 6.5 In considering whether to grant approval, the relevant approver will consider whether the KMP or South32 Lead Team member holds any Inside Information, whether any Inside Information exists in relation to the Company and whether the proposed dealing satisfies the Front Page Test.

• 6.6 The approved dealing must occur within two business days following approval, otherwise the approval is no longer effective and approval must be sought again.

Notification to Company Secretariat of all dealings by KMP

6.7

KMP must notify Company Secretariat by close of business

(at the latest) on the day of the dealing of the Company's securities. Company Secretariat will disclose on the KMP's

behalf the dealings to the ASX, Johannesburg Stock Exchange, London Stock Exchange and UK Financial Conduct Authority within three business days of the dealing.

Other types of restricted dealings by KMP

• 6.8 KMP and South32 Lead Team members must not undertake any of the following dealings with respect to the Company's securities:

  (a)

  trade in derivative products issued over or in respect of the Company's securities;

  (b) deal in the Company's securities on a short term trading basis;

  • (c) engage in the practice of "short selling" in the Company's securities;

  • (d) enter into margin lending or other secured financing arrangements in respect of the Company's securities; or

  • (e) enter into any hedging arrangements that limit his or her exposure to the Company's securities.

• 6.9 If a member of the KMP or South32 Lead Team is unsure as to whether or not their dealing in the Company's securities falls within a category of restricted dealings, they should consult Company Secretariat.

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