DEPOSIT AGREEMENTDeposit Agreement • March 16th, 2015 • Citibank,N.A./ADR • New York
To: Citibank, N.A. – ADR DepositaryCitibank,N.A./ADR • March 16th, 2015
Reference is made to the Deposit Agreement, dated as of [DATE], as amended and supplemented from time to time (the "Deposit Agreement"), by and among South32 Limited, a corporation organized under the laws of Australia (the "Company"), Citibank, N.A., a national banking association ("Citibank") organized and existing under the laws of the United States of America, as Depositary (the "Depositary"), and the Holders and Beneficial Owners of American Depositary Shares (the "ADSs") issued thereunder. All capitalized terms used, but not otherwise defined herein, shall have the meaning assigned thereto in the Deposit Agreement.
