

| SOUTH32 LTD | 23/11/2017 AGM | |
|---|---|---|
| 1 | Receive the Annual Report | Non-Voting |
| 2a | To re-elect Mr Frank Cooper | For |
| 2b | To re-elect Dr Ntombifuthi (Futhi) Mtoba | For |
| 3a | To elect Dr Xiaoling Liu | For |
| 3b | To elect Ms Karen Wood | For |
| 4 | Approve the Remuneration Report | Oppose |
| 5 | Approve Equity Grant to Chief Executive Officer, Mr Graham Kerr | Oppose |
| 6 | Approve Renewal of Proportional Takeover Provisions | For |