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) (Namibian Stock Exchange share code: BWL) ("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 and company secretary 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 29 March 2017, the salient details of which are set out below: Executive Director and Company Secretary of Barloworld Limited: Name of executive director: Dominic Sewela Name of company: Barloworld Limited Designation: Chief Executive Officer Number of forfeitable shares awarded: 59440 Barloworld ordinary shares, of which 44580 Barloworld shares will vest subject to achievement of performance conditions; Consideration Nil Average price at which shares were awarded: R122.100784 Vesting period: Three years from award date Value: R7 257 670.60 Date of award: 29 March 2017 Nature of transaction: Direct beneficial interest Name of Company Secretary: Lerato Manaka Name of company: Barloworld Limited Designation: Group Company Secretary Number of forfeitable shares awarded: 4350 Barloworld ordinary shares, of which 1090 Barloworld shares will vest subject to achievement of performance conditions; Consideration Nil Average price at which shares were awarded: R122.100784 Vesting period: Three years from award date Value: R531 138.41 Date of award: 29 March 2017 Nature of transaction: Direct beneficial interest 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: 15890 Barloworld ordinary shares, of which 3970 Barloworld shares will vest subject to achievement of performance conditions Consideration Nil Average price at which shares were awarded: R122.100784 Vesting period: Three years from award date Value: R1 940 181.46 Date of award: 29 March 2017 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: 7410 Barloworld ordinary shares, of which 1850 Barloworld shares will vest subject to achievement of performance conditions Consideration Nil Average price at which shares were awarded: R122.100784 Vesting period: Three years from award date Value: R904 766.81 Date of award: 29 March 2017 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: 9200 Barloworld ordinary shares, of which 2300 Barloworld shares will vest subject to achievement of performance conditions Consideration Nil Average price at which shares were awarded: R122.100784 Vesting period: Three years from award date Value: R1 123 327.21 Date of award: 29 March 2017 Nature of transaction: Direct beneficial interest Name of director of major subsidiary: Andronicca Masemola Major subsidiary: Barloworld South Africa (Pty) Limited Designation: Director Number of forfeitable shares awarded: 13120 Barloworld ordinary shares, of which 3280 Barloworld shares will vest subject to achievement of performance conditions Consideration Nil Average price at which shares were awarded: R122.100784 Vesting period: Three years from award date Value: R1 601 962.29 Date of award: 29 March 2017 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: 7480 Barloworld ordinary shares, of which 1870 Barloworld shares will vest subject to achievement of performance conditions Consideration Nil Average price at which shares were awarded: R122.100784 Vesting period: Three years from award date Value: R913 313.86 Date of award: 29 March 2017 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: 11520 Barloworld ordinary shares, of which 2880 Barloworld shares will vest subject to achievement of performance conditions Consideration Nil Average price at which shares were awarded: R122.100784 Vesting period: Three years from award date Value: R1 406 601.03 Date of award: 29 March 2017 Nature of transaction: Direct beneficial interest Name of director of major subsidiary: Matimba Mahange Major subsidiary: Barloworld South Africa (Pty) Limited Designation: Director Number of forfeitable shares awarded: 13080 Barloworld ordinary shares, of which 3270 Barloworld shares will vest subject to achievement of performance conditions Consideration Nil Average price at which shares were awarded: R122.100784 Vesting period: Three years from award date Value: R1 597 078.25 Date of award: 29 March 2017 Nature of transaction: Direct beneficial interest Approximately 75% of the shares awarded to chief executive officer of Barloworld Limited and approximately 25% of the shares awarded to the company secretary of Barloworld Limited and the directors of Barloworld South Africa (Pty) Ltd 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% and 75%, respectively, of the shares awarded are for retention purposes and subject to continued employment over a 3 year period. 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 4 April 2017 Sponsor: JP Morgan Equities South Africa (Pty) Limited Date: 04/04/2017 05:01:00 Produced by the JSE SENS Department. 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