BARLOWORLD LIMITED - Cautionary announcement and the results of Annual General Meeting

Cautionary announcement and the results of Annual General Meeting

Barloworld Limited
Incorporated in the Republic of South Africa)
(Registration number 1918/000095/06)
(Income Tax Registration number 9000/051/71/5)
(JSE Share code: BAW)
(Ordinary share ISIN: ZAE000026639)
(Preference share code: BAWP)
(Preference share ISIN: ZAE000026647)
(Namibian Stock Exchange share code: BWL)
(“Barloworld” or “the Company”)

CAUTIONARY   ANNOUNCEMENT   AND   THE   RESULTS   OF   ANNUAL   GENERAL
MEETING

CAUTIONARY ANNOUNCEMENT
In line with the company’s strategy, the group continues to
review opportunities to ensure the optimal deployment of capital
into value creating businesses.

Barloworld shareholders are advised that the company has entered
into discussions on a potential acquisition adjacent to its
automotive businesses which, if successfully concluded, may have
a material effect on the company’s securities.

Should the company successfully conclude negotiations and decide
to proceed the acquisition, it will be funded utilising
available debt facilities.

Accordingly, Barloworld shareholders are advised to exercise
caution when dealing in the company’s securities until a further
announcement is made.


THE RESULTS OF ANNUAL GENERAL MEETING
Shareholders are advised that, at the hundredth and first Annual
General Meeting of Barloworld Limited held on Wednesday, 31
January 2018, the ordinary and special resolutions, as set out
in the notice of annual general meeting made available on the
company’s website on 22 December 2017 and posted to members on
20 December 2017 were passed, on a poll, by the requisite
majority.

Details of the results of the voting are as follows:
Total issued share capital:                  212,692,583
Total number of shares present /
represented at the annual general meeting:   161 878 673
being 76.11% of the total votable shares
                                                                                       Shares voted     Shares
                                                   Shares voted    Shares voted for
                                                                                         against       abstained
Ordinary resolution 1:               Number       160 542 854     160 528 833         14 021          1 335 819
Acceptance of financial
statements                           Percentage   75.48%          99.99%              0.01%           0.63%

Ordinary resolution 2:Re-election    Number       161 503 514     151 456 908         10 046 606      351 849
of Mr SS Ntsaluba
                                     Percentage   75.93%          93.78%              6.22%           0.17%

Ordinary resolution 3: Re-           Number       161 726 824     161 673 155         53 669          151 849
election of Mr DM Sewela
                                     Percentage   76.04%          99.97%              0.03%           0.07%

Ordinary resolution 4: Re-           Number       161 707 294     161 573 019         134 275         151 849
election of Ms FNO Edozien
                                     Percentage   76.03%          99.92%              0.08%           0.07%

Ordinary resolution 5: Election of   Number       161 504 505     143 113 182         18 391 323      351 849
Ms HH Hickey
                                     Percentage   75.93%          88.61%              11.30%          0.17%

Ordinary resolution 6: Election of   Number       161 726 824     159 559 574         2 167 250       151 849
Mr MD Lynch-Bell
                                     Percentage   76.04%          98.66%              1.34%           0.07%

Ordinary resolution 7: Election of   Number       161 726 824     159 552 464         2 174 360       151 849
Ms NP Mnxasana
                                     Percentage   76.04%          98.66%              1.34%           0.07%

Ordinary resolution 8: Election of   Number       161 726 824     161 725 923         901             151 849
Mr P Schmid
                                     Percentage   76.04%          100.00%             0.00%           0.07%

Ordinary resolution 9: Re-
election of Mr SS Ntsaluba as a      Number       161 526 824     157 630 303         3 896 521       351 849
member and chair of the audit
committee                            Percentage   75.94%          97.59%              2.41%           0.17%

Ordinary resolution 10: Re-          Number       161 445 960     161 311 685         134 275         432 713
election of Ms FNO Edozien as a
member of the audit committee
                                     Percentage   75.91%          99.92%              0.08%           0.20%

Ordinary resolution 11: Election     Number       161 245 960     149 793 261         11 452 699      632 713
of Ms HH Hickey as a member of
the audit committee
                                     Percentage   75.81%          92.90%              7.10%           0.30%
Ordinary resolution 12: Election     Number       161 445 960   161 443 359   2 601        432 713
of Mr MD Lynch-Bell as a
member of the audit committee
                                     Percentage   75.91%        100.00%       0.00%        0.20%
Ordinary resolution 13: Election     Number       161 445 960   161 444 229   1 731        432 713
of MS NP Mnxasana as a member
of the audit committee               Percentage   75.91%        100.00%       0.00%        0.20%
Ordinary resolution 14:              Number       161 726 926   134 043 496   27 683 430   151 747
Appointment of external auditor      Percentage   76.04%        82.88%        17.12%       0.07%

Ordinary resolution 15: Non-         Number       161 722 356   152 738 950   8 983 406    156 317
binding advisory vote on
remuneration policy                  Percentage   76.04%        94.45%        5.55%        0.07%
Special resolution 1: Approval of    Number       161 331 732   161 276 443   55 289       435 611
non-executive directors' fees: 1.1
                                     Percentage   75.85%        99.97%        0.03%        0.20%
Chairman of the board
Special resolution 1: Approval of    Number       161 412 052   161 189 075   222 977      435 611
non-executive directors' fees: 1.2
                                     Percentage   75.89%        99.86%        0.14%        0.20%
Resident non-executive directors
Special resolution 1: Approval of    Number       161 705 146   161 482 169   222 977      154 747
non-executive directors' fees: 1.3
Non-resident non-executive           Percentage   76.03%        99.86%        0.14%        0.07%
directors
Special resolution 1: Approval of
                                     Number       161 723 926   159 949 135   1 774 791    154 747
non-executive directors' fees: 1.4
Resident chairman of the audit
                                     Percentage   76.04%        98.90%        1.10%        0.07%
committee
Special resolution 1: Approval of
                                     Number       161 723 926   157 896 155   3 827 771    154 747
non-executive directors' fees:1.5
Resident members of the audit
                                     Percentage   76.04%        97.63%        2.37%        0.07%
committee
Special resolution 1: Approval of
                                     Number       161 685 616   161 643 423   42 193       174 277
non-executive directors' fees: 1.6
Non-resident members of the
                                     Percentage   76.02%        99.97%        0.03%        0.08%
audit committee
Special resolution 1: Approval of
non-executive directors' fees: 1.7   Number       161 723 926   161 671 143   52 783       154 747
Resident chairman of the
remuneration committee               Percentage   76.04%        99.97%        0.03%        0.07%
Special resolution 1: Approval of
non-executive directors' fees:1.8    Number       161 723 926   155 384 261   6 339 665    154 747
Resident chairman of the social,
ethics and transformation            Percentage   76.04%        96.08%        3.92%        0.07%
committee
Special resolution 1: Approval of    Number       161 723 926   155 384 261   6 339 665    154 747
non-executive directors' fees: 1.9
Resident chairman of the risk and    Percentage   76.04%        96.08%        3.92%        0.07%
sustainability committee
Special resolution 1: Approval of
non-executive directors' fees:       Number       161 726 926   161 684 733   42 193      151 747
1.10 Resident chairman of the
qeneral purposes committee           Percentage   76.04%        99.97%        0.03%       0.07%
Special resolution 1: Approval of
non-executive directors' fees:       Number       161 723 926   161 646 175   77 751      154 747
1.11 Resident chairman of the
nomination committee                 Percentage   76.04%        99.95%        0.05%       0.07%
Special resolution 1: Approval of
non-executive directors' fees:       Number       161 684 616   161 642 423   42 193      154 747
1.12 Resident members of each
of the board committees other        Percentage   76.02%        99.97%        0.03%       0.07%
than the audit committee
Special resolution 1: Approval of
non-executive directors' fees:       Number       161 686 496   161 597 905   88 591      154 747
1.13 Non-resident members of
each of the board committees         Percentage   76.02%        99.95%        0.05%       0.07%
other than the audit committee
 Special resolution 2: Approval of
                                     Number       161 695 564   156 868 100   4 827 464   152 099
     loans or other financial
  assistance to related or inter-
      related companies and          Percentage   76.02%        97.01%        2.99%       0.07%
           corporations
   Special resolution 3: General     Number       161 690 229   161 026 862   663 367     160 890
     authority to acquire the
      company's own shares           Percentage   76.02%        99.59%        0.41%       0.08%




     Sandton
     31 January 2018

     Sponsor: J.P. Morgan Equities South Africa Proprietary Limited

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