Announcement regarding the proposed acquisition from subsidiaries of Caterpillar Global Mining 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") Announcement regarding the proposed acquisition and assumption by subsidiaries of Barloworld of assets and liabilities relating to the Bucyrus distribution and support business in Russia from subsidiaries of Caterpillar Global Mining 1. Introduction Shareholders are advised that Barloworld’s subsidiaries Vostochnaya Technica UK Limited (“VT UK”), Barloworld Equipment UK Limited (“BE UK”) and Barloworld Holdings PLC (“Barloworld Holdings”) (“Barloworld Subsidiaries”) entered into an agreement on 9 November 2012 with Caterpillar Global Mining LLC (“CGM”), for the acquisition and assumption of the assets and liabilities referred to in paragraph 3 below. 2. Rationale In July 2011 Caterpillar Inc acquired all the shares of Bucyrus International Inc for USD 8.8 billion. Bucyrus Inc and its subsidiaries (“Bucyrus”) are global manufacturers and distributors of a range of mining equipment which complements the Caterpillar mining product range. Bucyrus largely adopted a factory direct business model and owned distribution businesses around the world. Caterpillar Inc and its subsidiaries, on the other hand, follow a dealership model throughout the global organisation and have offered their mining dealers the opportunity to acquire the former Bucyrus distribution businesses in their respective Caterpillar dealership territories. Barloworld announced on 30 May 2012 the acquisition of Bucyrus distribution businesses in South Africa and Botswana from subsidiaries of CGM and subsidiaries of Eqstra Holdings Limited, for a total purchase consideration of USD175 000 000. Following the completion of the southern African transaction, Barloworld and the Barloworld Subsidiaries have negotiated with CGM the acquisition and assumption of assets and liabilities relating to the Bucyrus distribution and support business in Barloworld’s dealership territories in the Siberian and Far East Regions of the Russian Federation (“VT Dealer Territory”). On the closing of the transaction, VT UK and Vostochnaya Technica LLC (“Barloworld Russia”) will be entitled to distribute the extended product range throughout the VT Dealer Territory. The proposed acquisition enables Barloworld and its subsidiaries to offer their customers in the VT Dealer Territory a comprehensive range of surface and underground mining equipment and support services. 3. Terms of the transaction 3.1 The Barloworld Subsidiaries and CGM have concluded an asset purchase agreement for the purchase: 3.1.1 by Barloworld Russia of the tangible assets relating to the mining equipment sales (including promotion and marketing activities), distribution and aftermarket sales, service and support business conducted by “Bucyrus Service” in the VT Dealership Territory (“the Business”); and 3.1.2 by VT UK of certain intangibles relating to the Business. 3.2 The tangible assets to be acquired by Barloworld Russia comprise property, movable fixed assets and parts inventory. VT UK and Barloworld Russia will also acquire rights and assume obligations in terms of certain on-going contracts relating to the Business. 3.3 The transaction is expected to be implemented on 3 December 2012. The purchase consideration is USD50 000 000, subject to adjustments for working capital as at the date of closing of the transaction. BE UK and Barloworld Holdings have given guarantees, whereby BE UK and Barloworld Holdings guarantee the performance by Barloworld Russia and VT UK of Page 2 their obligations under the transaction. 3.4 The purchase price for the tangible assets in Russia will be paid in Roubles, converted from USD. Other amounts will be paid in USD. 3.5 Based on the purchase price of this transaction and the southern Africa transaction, this is a Category 2 transaction in terms of the Listings Requirements of the JSE Limited. 3.6 The closing of the transaction is subject, inter alia, to the execution and delivery of transfer documents governed by Russian law. 4. Pro forma financial information The pro forma financial effects of the acquisition on the results for the six months ended 31 March 2012 are not significant. Date: 9 November 2012 Sponsor: J.P Morgan Equities Ltd. Page 3 Date: 09/11/2012 12:50:00 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.