Directors of Barloworld Ltd Dealings in Securities 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") ALLOCATION OF FORFEITABLE SHARES In accordance with paragraph 3.63 of the JSE Listings Requirements, shareholders are advised that the following executive directors of Barloworld Limited and directors of Barloworld South Africa (Pty) Limited, a major subsidiary, were awarded shares in terms of the company’s forfeitable share plan (all off market) on 18 March 2014, the salient details of which are set out below: Executive Directors of Barloworld Limited: Name of executive director: Clive Thomson Name of company: Barloworld Limited Designation: Chief Executive Officer Number of forfeitable shares awarded: 47 470 Barloworld ordinary shares, of which 35 600 Barloworld shares will vest subject to achievement of performance conditions; Consideration Nil Average price at which shares were awarded: R105.44 Vesting period: Three years from award date Value: R5 005 236.80 Date of award: 18 March 2014 Nature of transaction: Direct beneficial interest Name of executive director: Donald Wilson Name of company: Barloworld Limited Designation: Finance Director Number of forfeitable shares awarded: 24 840 Barloworld ordinary shares, of which 18 630 Barloworld shares will vest subject to achievement of performance conditions; Consideration Nil Average price at which shares were awarded: R105.44 Vesting period: Three years from award date Value: R2 619 129.60 Date of award: 18 March 2014 Nature of transaction: Direct beneficial interest Name of executive director: John Blackbeard Designation: Executive Director Number of forfeitable shares awarded: 24 840 Barloworld ordinary shares, of which 18 630 Barloworld shares will vest subject to achievement of performance conditions; Consideration: Nil Average price at which shares were awarded: R105.44 Vesting period: Three years from award date Value: R2 619 129.60 Date of award: 18 March 2014 Nature of transaction: Direct beneficial interest Name of executive director: Peter Bulterman Name of company: Barloworld Limited Designation: Executive Director Number of forfeitable shares awarded: 24 840 Barloworld ordinary shares, of which 18 630 Barloworld shares will vest subject to achievement of performance conditions; Consideration Nil Average price at which shares were awarded: R105.44 Vesting period: Three years from award date Value: R2 619 129.60 Date of award: 18 March 2014 Nature of transaction: Direct beneficial interest Name of executive director: Martin Laubscher Name of company: Barloworld Limited Designation: Executive Director Number of forfeitable shares awarded: 29 330 Barloworld ordinary shares, of which 22 000 Barloworld shares will vest subject to achievement of performance conditions; Consideration Nil Average price at which shares were awarded: R105.44 Vesting period: Three years from award date Value: R3 092 555.20 Date of award: 18 March 2014 Nature of transaction: Direct beneficial interest Name of executive director: Dominic Sewela Name of company: Barloworld Limited Designation: Executive Director Number of forfeitable shares awarded: 24 840 Barloworld ordinary shares, of which 18 630 Barloworld shares will vest subject to achievement of performance conditions; Consideration Nil Average price at which shares were awarded: R105.44 Vesting period: Three years from award date Value: R2 619 129.60 Date of award: 18 March 2014 Nature of transaction: Direct beneficial interest Approximately 75% of the shares awarded to executive directors of Barloworld Limited are subject to performance conditions. The performance conditions include performance targets for improvement in return on net operating assets (RONOA), total shareholder return (TSR) and growth in headline earnings per share (HEPS). The remaining 25% of the shares awarded are for retention purposes and subject to continued employment over a 3 year period. Executive Directors of Barloworld South Africa (Pty) Limited: Name of director of major subsidiary: Sibani Mngomezulu Designation: Director of major subsidiary Name of company: Barloworld South Africa (Pty) Limited Number of forfeitable shares awarded: 2 090 Barloworld ordinary shares Consideration Nil Average price at which shares were awarded: R105.44 Vesting period: Three years from award date Value: R220 369.60 Date of award: 18 March 2014 Nature of transaction: Direct beneficial interest Name of director of major subsidiary: Gale Lemmert Major subsidiary: Barloworld South Africa (Pty) Limited Designation: Director Number of forfeitable shares awarded: 1 180 Barloworld ordinary shares Consideration Nil Average price at which shares were awarded: R105.44 Vesting period: Three years from award date Value: R124 419.20 Date of award: 18 March 2014 Nature of transaction: Direct beneficial interest Name of director of major subsidiary: Litha Nkombisa Major subsidiary: Barloworld South Africa (Pty) Limited Designation: Director Number of forfeitable shares awarded: 1 670 Barloworld ordinary shares Consideration Nil Average price at which shares were awarded: R105.44 Vesting period: Three years from award date Value: R176 084.80 Date of award: 18 March 2014 Nature of transaction: Direct beneficial interest Name of director of major subsidiary: Emmanuel Leeka Major subsidiary: Barloworld South Africa (Pty) Limited Designation: Director Number of forfeitable shares awarded: 3 430 Barloworld ordinary shares Consideration Nil Average price at which shares were awarded: R105.44 Vesting period: Three years from award date Value: R361 659.20 Date of award: 18 March 2014 Nature of transaction: Direct beneficial interest Name of director of major subsidiary: Matthew Govender Major subsidiary: Barloworld South Africa (Pty) Limited Designation: Director Number of forfeitable shares awarded: 1 350 Barloworld ordinary shares Consideration Nil Average price at which shares were awarded: R105.44 Vesting period: Three years from award date Value: R142 344.00 Date of award: 18 March 2014 Nature of transaction: Direct beneficial interest Name of director of major subsidiary: Sameshan Moodley Major subsidiary: Barloworld South Africa (Pty) Limited Designation: Director Number of forfeitable shares awarded: 1 600 Barloworld ordinary shares Consideration Nil Average price at which shares were awarded: R105.44 Vesting period: Three years from award date Value: R168 704.00 Date of award: 18 March 2014 Nature of transaction: Direct beneficial interest The necessary clearance in terms of paragraph 3.66 of the JSE Listings Requirements has been obtained. Barloworld shareholders approved a forfeitable share plan ("FSP") at the company`s annual general meeting on 28 January 2010. The FSP is designed to align the objectives of Barloworld senior management with the interests of shareholders. The allocation of forfeitable shares was determined by the Barloworld remuneration committee on a market related basis. Sandton 31 March 2014 Sponsor: JP Morgan Equities South Africa (Pty) Limited Date: 31/03/2014 04:10:00 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.