Barlworld Limited - Small related party acquisition Barloworld Limited (Incorporated in the Republic of South Africa) (Registration number 1918/000095/06) (Share code: BAW) (JSE ISIN: ZAE000026639) (Share code: BAWP) (JSE ISIN: ZAE000026647) (Bond issuer code: BIBAW) (“Barloworld” or “the Company”)Barloworld Limited ACQUISITION BY BARLOWORLD LOGISTICS (PROPRIETARY) LIMITED (A WHOLLY OWNED SUBSIDIARY OF BARLOWORLD LIMITED)(“BWL”) OF THE REMAINING 25% STAKE IN BARLOWORLD LOGISTICS AFRICA (PROPRIETARY) LIMITED (“BLA”) FROM OLD PRIORY INVESTMENTS (PROPRIETARY) LIMITED (“OLD PRIORY”) (“THE TRANSACTION”) 1. Introduction and rationale In 2005, BWL entered into an empowerment transaction with Old Priory. In terms of this initial transaction, BWL sold 25% of the shares and claims in BLA to Old Priory and Barloworld provided security for the required loan funding. The shareholders in BLA have decided to enter into a Sale of Shares and Claims agreement whereby BWL will acquire the interests of Old Priory in BLA. This Transaction will unlock value for the minority shareholders at the end of the seven year funding term and provides a platform for growing BLA. The Transaction will be funded from existing funding facilities. 2. The consideration and conditions precedent The cash consideration of R125,000,000.00 for the shares will be settled on closing of the Transaction which is expected around 1 October 2012. In addition, the loan funding of R50,242,884.93 (capital and interest) will be settled with Nedbank on 2 October 2012. The following are the conditions precedent to the Transaction: 1. The approval of the Transaction by Old Priory in terms of a special resolution of the shareholders of Old Priory in accordance with section 115 of the Companies Act 71 of 2008. 2. Obtaining of all consents and approvals required for the entering into and implementation of the Transaction in terms of the JSE Listings Requirements (“Listings Requirements”) of the JSE Limited. 3. Undertaking from Nedbank that payment of the loan funding by BWL on 2 October 2012 will constitute full and final settlement of all amounts due by Old Priory arising from the Nedbank loan funding, and that Barloworld is released from its obligations in terms of the original loan funding agreement. 3. Pro forma financial effects In terms of the Listings Requirements, the effects of the Transaction are not significant and are below the reporting threshold. 4. Categorisation and related party Mr Isaac Shongwe, a director of Barloworld, is a shareholder of Old Priory and in addition Old Priory is a material shareholder in BLA (a subsidiary of BWL), therefore the transaction is a related party transaction as defined in the Listings Requirements. The Transaction is classified as a small related party transaction. 5. Independent Expert In terms of Section 10.7 of the Listings Requirements the Company has appointed PricewaterhouseCoopers Corporate Finance as the independent professional expert in order to provide an opinion on the fairness of the transaction. A further announcement in this regard will be released in due course. Sandton 25 September 2012 Legal advisors: Bowman Gilfillan Sponsor: J.P. Morgan Equities Limited Independent expert: PricewaterhouseCoopers Corporate Finance (Pty) Ltd Date: 25/09/2012 03:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.