South32 is a globally diversified mining and metals company. Our purpose is to make a difference by developing naturalresources, improving people's lives now and for generations to come. We are trusted by our owners and partners torealise 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.
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
SECURITIES DEALING POLICY
1.1This Securities Dealing Policy (Policy) applies to all Directors, employees, and contractors (Employees) of South32 Limited (theCompany) and its related bodies corporate (together the Group).
1.2The purpose of this Policy is to ensure:
(a)that Employees who are in possession ofInside Informationconcerning the Company do not engage inInsider 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 inthe reputation of the Group, the Company's Directors and Employees of the Group and in the trading of the Company's securities.
1.3The 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.
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
3.1Inside Informationis 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 acompany's share price.
3.2Where an Employee has Inside Information in respect of the Group, they must not engage inInsider Tradingas prohibited by law in various jurisdictions. This includes:
(a)dealingin the Company's securities including in any shares vested under the Company's employee shareownership plans, bonds, notes, depositary receipts and any financial instruments linked to them.Dealingincludes a wide range of transactions such as using theCompany'sshares 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 inthe Company's securities, even if the Employee doesnot 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
3.3As a guiding principle, before dealing in the Company'ssecurities, 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).
3.4Where an Employee possesses Inside Information about otherlisted companies (including the Group's customers,contractors or business partners) with which the Company may be engaging or negotiating, the Employee must not dealin the other company's securities.
3.5If an Employee is unsure as to whether or not they hold Inside
Information or are allowed to deal in the Company'ssecurities, they should always consult Company Secretariat.
4.1Blackout periods apply toKMP(refer to 6.1(a),South32 Lead Team membersandRestricted Employees.
4.2The 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 theannouncement of the Group's full year financialresults (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 theday 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.
ADDITIONAL RESTRICTIONS FOR CERTAIN EMPLOYEES (RESTRICTED EMPLOYEES)
5.1Company 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 ison an 'insider list' or dealing during blackout periods only inexceptional 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.
5.2The request for approval to deal by Restricted Employees must be made in accordance with the Procedure.
ADDITIONAL RESTRICTIONS FOR KMP AND SOUTH32 LEAD TEAM MEMBERS
6.1There are additional requirements that specifically apply to:
persons discharging managerial responsibilities in respect of the Company being:
2.members of the South32 Lead Team (i.e. key management personnel with authority and responsibility for planning, directing and controllingthe 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
(b)other members of the South32 Lead Team who are not KMP (South32 Lead Team members); and
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 includethe KMP's or South32 Lead Team member's partner's children or other dependents of the KMPor 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.
6.2KMP 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 Teammembers' 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
6.3During any period that is not a blackout period, KMP and South32 Lead Team members must, prior to any proposeddealing in the Company's securities, seek approval from thefollowing approver before undertaking the proposed dealing:
Role of person seekingapproval
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)
6.4The request for approval must be made in accordance with the Procedure.
6.5In 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.
6.6The 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
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
6.8KMP and South32 Lead Team members must not undertake anyof the following dealings with respect to the Company'ssecurities:
trade in derivative products issued over or in respectof the Company's securities;
(b)deal in the Company's securities on a short termtrading basis;
(c)engage in the practice of "short selling" in the Company's securities;
(d)enter into margin lending or other secured financingarrangements in respect of the Company's securities;or
(e)enter into any hedging arrangements that limit his orher exposure to the Company's securities.
6.9If a member of the KMP or South32 Lead Team is unsure asto whether or not their dealing in the Company's securitiesfalls within a category of restricted dealings, they should consult Company Secretariat.
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