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ANNUAL REPORT 2019 OUR PURPOSE WHO WE ARE Our Purpose Is to Make a South32 Is a Globally Diversified Mining and Metals Company

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ANNUAL REPORT 2019 OUR PURPOSE WHO WE ARE Our Purpose Is to Make a South32 Is a Globally Diversified Mining and Metals Company 6 September 2019 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 2019 ANNUAL REPORT South32 Limited (ASX, LSE, JSE: S32; ADR: SOUHY) (South32) today releases its 2019 Annual Report, Corporate Governance Statement and Appendix 4G. These documents are also available online at https://www.south32.net/investors-media/annual-report-suite. The Notice of Annual General Meeting will be dispatched by no later than 25 September 2019. A hard copy of the Annual Report will also be dispatched on the same day to those shareholders who have requested one. Yours sincerely Nicole Duncan Company Secretary About South32 South32 is a globally diversified mining and metals company. 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. We are also the owner of a high grade zinc, lead and silver development option in North America and have several partnerships with junior explorers with a focus on base metals. Our purpose is to make a difference by developing natural resources, improving people’s lives now and for generations to come, and to be trusted by our owners and partners to realise the potential of their resources. Further Information Investor Relations Alex Volante Tom Gallop T +61 8 9324 9029 T +61 8 9324 9030 M +61 403 328 408 M +61 439 353 948 E [email protected] E [email protected] Media Relations James Clothier Jenny White T +61 8 9324 9697 T +44 20 7798 1773 M +61 413 391 031 M +44 7900 046 758 E [email protected] E [email protected] Further information on South32 can be found at www.south32.net. JSE Sponsor: UBS South Africa (Pty) Ltd 6 September 2019 Registered Office Level 35 108 St Georges Terrace Perth WA 6000 Australia ABN 84 093 732 597 Registered in Australia 1 ANNUAL REPORT 2019 OUR PURPOSE WHO WE ARE Our purpose is to make a South32 is a globally diversified mining and metals company. We produce difference by developing natural bauxite, alumina, aluminium, energy and metallurgical coal, manganese, resources, improving people’s nickel, silver, lead and zinc at our operations in Australia, Southern Africa and lives now and for generations South America. We are also the owner of a high grade zinc, lead and silver to come. We are trusted by our development option in North America and have several partnerships with owners and partners to realise the junior explorers with a bias to base metals. potential of their resources. OUR VALUES Care Trust Togetherness Excellence We care about people, We deliver on our We value difference and We are courageous and the communities we’re commitments and rely we openly listen and share, challenge ourselves to be a part of and the world on each other to do knowing that together the best in what matters. we depend on. the right thing. we are better. This Annual Report is a summary of the operations, activities and performance of South32 Limited (ABN 84 093 732 597) and its controlled CONTENTS entities and joint arrangements for the year ended 30 June 2019 and its financial position as at 30 June 2019. Our company 1 South32 Limited is the parent company of the South32 Group of Board of Directors 11 companies. In this report, unless otherwise stated, references to South32, the South32 Group, the Company, we, us and our, refer to South32 Lead Team 15 Limited and its controlled entities and joint arrangements, as a whole. South32 Limited shares trade on the ASX, JSE and LSE under the listing Risk management 18 code of S32. MonetaryMetrics describing amounts sustainabilityin this document and HSECare reported performance in US dollars,apply to unless Operating and financial review 22 otherwiseoperated assetsstated. that have been wholly owned and operated by South32, Resources and reserves 40 Metricsor that havedescribing been operatedsustainability by South32 and HSEC in aperformance joint venture apply operation, to from operated1 July 2018 assets to 30 that June have 2019. been South32’s wholly GRIowned Navigator and operated and Sustainability by South32, Remuneration report 50 ordata that tables have are been available operated at www.south32.net by South32 in a joint. venture operation, from Directors’ report 72 Forward-looking1 July 2018 to 30 Junestatements 2019. South32’s GRI Navigator and Sustainability data tables are available at www.south32.net. This report contains forward-looking statements. Please refer to page 36, Financial report 77 Forward-lookingwhich contains a notice statements in respect of these statements. Shareholder information 132 Non-IFRSThis report contains forward-looking statements. Please refer to page 36, which contains a notice in respect of these statements. This report includes certain non-IFRS financial measures, including Glossary of terms and abbreviations 135 Non-IFRSunderlying measures of earnings, effective tax rate, returns on invested Corporate directory 141 Thiscapital, report cash includes flow and certain net debt.non-IFRS For anfinancial explanation measures, of how including South32 uses underlyingnon-IFRS measures, measures see of earnings,page 22. effectiveThe meanings tax rate, of individual returns onnon-IFRS invested capital,measures cash used flow in thisand reportnet debt. are Forset outan explanation in the Glossary of how on pageSouth32 137. uses non-IFRSNon-IFRS measures,measures shouldsee page not 22. be The considered meanings as ofalternatives individual non-IFRSto an IFRS See the rest of our 2019FY19 annualannual reportingreporting suitesuite at at www.south32.net www.south32.net. measuresmeasure of used profitability, in this report financial are set performance out in the Glossary or liquidity. on page 137. Non-IFRSFor information measures or to should contact not South32, be considered visit www.south32.net as alternatives. to an IFRS measure of profitability, financial performance or liquidity. For information or to contact South32, visit www.south32.net. CORPORATE OUR APPROACH TAX TRANSPARENCY GOVERNANCE TO CLIMATE CHANGE AND PAYMENTS TO STATEMENT 2019 GOVERNMENTS REPORT 2019 2019 ■ Corporate Governance Statement Our corporate governance practices and a description of our approach to promoting responsible and ethical behaviour. ■ Our Approach to Climate Change Climate-related risk and opportunities reported in accordance with the recommendations of the Task Force on Climate-related Financial Disclosures. ■ Tax Transparency and Payments to Governments Report All payments to governments which meets the requirements of mandatory and voluntary disclosure initiatives. ■ FY19 Sustainability Performance Report Printed copies of this Annual Report will only be posted to those shareholders who have requested a printed copy. Other shareholders are ■ Our Approach to Water Stewardship notified when the Annual Report becomes available and given details of where to access it electronically. ■ Modern Slavery Statement (November 2019) YEAR AT A GLANCE 12% 981 17.3 reduction US$ million US$ million Total recordable injury frequency Paid in taxes and royalties Community investment(1) 26% 2,197 504 reduction US$ million US$ million Total recordable illness frequency Underlying EBITDA(2) Net cash balance(2) 481 281 9% US$ million US$ million below Dividends returned in respect On-market share buy-back Our Scope 1 Greenhouse gas of FY19 emissions FY15 baseline(3) (1) Community investment consists of cash, in-kind support and administrative costs and includes donations and investments of funds in the broader community. (2) This is a non-IFRS measure. For an explanation of how South32 uses non-IFRS measures, see page 22 of this Report. (3) Our short-term carbon emission reduction target is to stay below our FY15 Scope 1 carbon emission baseline in FY21. SOUTH32 > ANNUAL REPORT 2019 > OUR COMPANY 1 FROM OUR CHAIR On behalf of the Board, I am allocated to our on-market share buy-back reports our progress towards emissions pleased to present our 2019 program and US$85 million returned in the reduction and the resilience of our form of a special dividend. The increase portfolio in a low-carbon world. Annual Report, my first as Chair. in our capital management program by Lately, there has been much commentary US$250 million to US$1.25 billion reflects on corporate culture, particularly in the South32 was fortunate to have David our disciplined approach to capital financial services sector in Australia. We Crawford as its inaugural Chair. David management and positive outlook for believe this commentary contains lessons worked tirelessly to ensure South32 was the business. for all of us in how we approach our role well positioned for life as an independent The Board declared a fully franked final as Directors. First and foremost is the global resources company. Working with dividend of US 2.8 cents per share, appointment of the right Chief Executive the Board and Chief Executive Officer, bringing the full year dividend to and a competent and capable leadership Graham Kerr, he led the development US 7.9 cents per share. team, whose work is underpinned by of the Company’s purpose and strategy, the right values that are clearly set, underpinned by its values of care, trust, We were saddened by the significant loss communicated and reinforced. In this, togetherness and excellence. of life and the immense environmental damage caused by the failure of the we’re well served, but equally, not His extensive experience in business, tailings storage facility at Brumadinho in complacent. From our purpose and our particularly in the resources sector, Brazil. We’ve supported the work of the strategy, to our reward frameworks, we’re served the Company well in its formative International Council on Mining and Metals as committed to how we achieve our goals years. David’s focus on shareholder to develop an international standard for as we are to the goals themselves.
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