Fulfilment of conditions precedent and fairness opinion Barloworld Limited (Incorporated in the Republic of South Africa) (Registration number 1918/000095/06) (Income Tax Registration number 9000/051/71/5) (Share code: BAW) (JSE ISIN: ZAE000026639) (Share code: BAWP) (JSE ISIN: ZAE000026647) (Bond issuer code: BIBAW) ("Barloworld” or “the Company") FULFILMENT OF CONDITIONS PRECEDENT AND FAIRNESS OPINION Fulfilment of conditions precedent and fairness opinion - 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”) Further to the announcement dated 25 September 2012 regarding the acquisition by BWL of the remaining 25% stake in BLA from Old Priory, shareholders are advised that all conditions precedent have been fulfilled and the independent expert has opined in writing that the terms of the transaction are fair to Barloworld shareholders. The fairness opinion will lie for inspection at the registered office of the Company being 180 Katherine Street, Sandton for a period of 28 days from the date of this announcement. Sandton 1 October 2012 Legal advisors: Bowman Gilfillan Sponsor: J.P. Morgan Equities Limited Independent expert: PricewaterhouseCoopers Corporate Finance (Pty) Ltd Date: 01/10/2012 01:30:00 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.