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South32 Limited Director's Dealing 2025

Sep 2, 2025

10558_rns_2025-09-02_ad7484b9-a674-4d3e-aa5a-220000e1afe1.pdf

Director's Dealing

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South32 Limited (Incorporated in Australia under the Corporations Act 2001 (Cth)) (ACN 093 732 597) ASX/JSE/LSE Share Code: S32 ADR: SOUHY ISIN: AU000000S320 south32.net

Rule 3.19A.2

Appendix 3Y

Change of Director's Interest Notice

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 30/09/01 Amended 01/01/11

Name of entity South32 Limited
ABN 84 093 732 597

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director Graham Kerr
Date of last notice 5 December 2024

Part 1 - Change of director's relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of "notifiable interest of a director" should be disclosed in this part.

Direct or indirect interest Direct
Nature of indirect interest
(including registered holder)
Note: Provide details of the circumstances giving rise to the
relevant interest.
N/A
Date of change 29
August 2025, 1 September 2025
and
2 September 2025

+ See chapter 19 for defined terms.

No. of securities held prior to change Direct
414 ordinary fully paid shares
4,959,019 rights comprising:

581,732
deferred rights held as short
term incentive awards under the South32
Equity
Incentive
Plan
(subject
to
continued service).

4,377,287
performance rights held as
long term incentive awards under the
South32 Equity Incentive Plan.
Indirect
3,080,688 ordinary fully paid shares held by
GK71 Pty Ltd
Class Ordinary fully paid shares in South32 Limited
Number acquired 423,598 ordinary shares following vesting of
423,598
deferred rights held as short and
long
term
incentive
awards
under
the
South32 Equity Incentive Plan (subject to
continued service).
Number disposed 199,092 fully paid ordinary shares
Value/Consideration
Note: If consideration is non-cash, provide details and estimated
valuation
Received 423,598 ordinary shares at nil cost,
following vesting of rights on 29 August 2025
under the South32 Equity Incentive Plan.
Disposal of 199,092 ordinary shares at an
average of \$2.68
per share to cover tax
liabilities on 1 September 2025.
Off-market
transfer
of
224,506
South32
Limited ordinary fully paid shares to GK71
Pty Ltd on 2 September 2025.
No. of securities held after change Direct
414 ordinary fully paid shares
3,458,458 rights comprising:

348,186 deferred rights held as short
term incentive awards
under the
South32
Equity
Incentive
Plan
(subject to continued service).

3,110,272 performance rights held as
long term incentive awards under the
South32
Equity
Incentive
Plan
(where 1,076,963 lapsed).
Indirect
3,305,194 ordinary fully paid shares held by
GK71 Pty Ltd

+ See chapter 19 for defined terms.

Nature of change
Example: on-market trade, off-market trade, exercise of options,
issue of securities under dividend reinvestment plan, participation
in buy-back
Vesting of rights under the South32 Equity
Incentive Plan.
Disposal of shares by way of on-market trade
to cover tax liabilities.
Off-market transfer of interest from Graham
Kerr to GK71 Pty Ltd .

Part 2 – Change of director's interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of "notifiable interest of a director" should be disclosed in this part.

Detail of contract -
Nature of interest -
Name of registered holder
(if issued securities)
-
Date of change -
No. and class of securities to
which interest related prior to
change
Note: Details are only required for a contract in
relation to which the interest has changed
-
Interest acquired -
Interest disposed -
Value/Consideration
Note: If consideration is non-cash, provide details
and an estimated valuation
-
Interest after change -

Part 3 – +Closed period

Were the interests in the securities or contracts
detailed above traded during a +closed period
where prior written clearance was required?
No
If so, was prior written clearance provided to allow
the trade to proceed during this period?
N/A
If prior written clearance was provided, on what
date was this provided?
N/A

JSE Sponsor: The Standard Bank of South Africa (Pty) Ltd 2 September 2025

+ See chapter 19 for defined terms.