South32 Regulatory News (S32)

26 MAY 2015

FOR IMMEDIATE RELEASE

THIS IS NOT A PROSPECTUS. YOUR ATTENTION IS DRAWN TO THE IMPORTANT INFORMATION ON PAGE 2.

South32 Limited

ADMISSION TO THE UKLA OFFICIAL LIST AND TO TRADING ON THE LONDON STOCK EXCHANGE

South32 Limited (LON: S32) ("South32") is pleased to announce that its ordinary shares have been admitted to the standard segment of the Official List of the UK Listing Authority and to trading on the London Stock Exchange's ("LSE") main market on a normal settlement basis. South32's ordinary shares commenced trading on a when-issued basis on 18 May 2015. South32 trades under the ticker "S32".

South32 has a primary listing on the Australian Securities Exchange ("ASX") and a secondary listing on the Johannesburg Stock Exchange ("JSE"). On 18 May 2015, South32's ordinary shares commenced trading on the ASX on a deferred settlement basis and on the JSE on a normal settlement basis and are expected to commence trading on a normal settlement basis on the ASX on 2 June 2015 at 10:00 a.m. (AEST).

At the date of this announcement, South32 has 5,323,762,901 ordinary shares on issue.

About South32

South32 is a globally diversified metals and mining company with a portfolio of high quality, well maintained, cash generative assets producing bauxite, alumina, aluminium, thermal and metallurgical coal, manganese, nickel, silver, lead and zinc.

South32 is the world's largest producer of manganese ore and owns the world's largest silver mine. We run two high quality alumina refineries, modern, cost competitive aluminium smelters and one of the world's leading ferronickel operations.

The head office of South32 is located in Perth, Australia. Regional offices in Perth and Johannesburg, South Africa are supported by a global shared services centre in Johannesburg and a marketing hub based in Singapore. South32 has a workforce totalling approximately 27,000 people globally.

IMPORTANT INFORMATION

This release is not a prospectus or listing document in any jurisdiction but constitutes an advertisement in relation to South32 for the purposes of the UK Prospectus Rules.

Any investment decision in relation to South32 should be made only on the basis of the information contained in the Listing Document for the relevant jurisdiction. The "Listing Documents", which are available, subject to applicable securities laws, on the BHP Billiton website at www.bhpbilliton.com/demerger, comprise a prospectus which has been approved by the UK Listing Authority in connection with the admission of South32's ordinary shares to the standard listing segment of the Official List of the UK Financial Conduct Authority and to trading on the Main Market for listed securities of London Stock Exchange plc, an information memorandum in connection with South32's application for the admission of its ordinary shares to listing on the Australian Securities Exchange and a pre-listing statement in connection with South32's application for the admission of its ordinary shares to listing on the Johannesburg Stock Exchange. BHP Billiton shareholders may obtain printed copies of the Listing Document applicable to their jurisdiction free of charge by calling the Shareholder Information Line (details set out in section 3.9 of the Prospectus).

Nothing in this release should be construed as either an offer to sell or a solicitation of an offer to buy or sell securities in South32 in any jurisdiction, or be treated or relied upon as a recommendation or advice by South32.

Further information on South32 Limited can be found at: www.South32.net. Further information about the demerger can be found at: www.bhpbilliton.com/demerger.