BARLOWORLD LIMITED - Engagement with shareholders with regards to Barloworld's remuneration policy

Engagement with shareholders with regards to Barloworld's remuneration policy

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" or the “group”)

ENGAGEMENT WITH SHAREHOLDERS WITH REGARDS TO BARLOWORLD'S
REMUNERATION POLICY

Shareholders are referred to the announcement dated 15 February 2019 relating to the results of voting
at Barloworld's annual general meeting. As set out in the aforementioned announcement, the non-
binding advisory resolution on the endorsement of the remuneration policy was not approved by the
requisite majority of votes. In terms of the recommendations of the King IV Report on Corporate
Governance for South Africa, 2016 and paragraph 3.84(k) of the JSE Limited Listings Requirements,
shareholders are hereby informed as follows:

•     Barloworld believes that executive remuneration must align with shareholder value creation and
      believes that the group's key performance measure, which consists of monetary and non–
      monetary components ensures that the link between pay and performance is a direct one.

•     The group therefore invites its shareholders to directly raise concerns or recommendations on
      the remuneration policy with the group chairman, Adv. Dumisa Ntsebeza SC, and the chairman
      of the group remuneration committee, Mrs Neo Dongwana, by a telephone conference to be held
      at 14h00 South African time on Wednesday, 20 March 2019.

•     Shareholders who wish to participate in the telephone conference are requested to contact the
      Group Company Secretary, Ms Andiswa Ndoni, at the telephone number or email addresses
      provided below, by 17h00 on Monday, 18 March 2019, to obtain further details of the telephone
      conference.

•     Shareholders are further invited to forward their concerns or questions on the remuneration policy
      to the Group Company Secretary in writing by close of business on Monday, 18 March 2019.

Enquiries:

Andiswa Ndoni – Group Company Secretary
+27 11 445 1169
E-mail: Andiswan@barloworld.com with a copy to
invest@barloworld.com

Sandton

11 March 2019

Sponsor: Nedbank Corporate and Investment Banking, a division of Nedbank Limited

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