BARLOWORLD LIMITED - Allocation of forfeitable shares

Allocation of forfeitable shares

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 director of
Barloworld and director 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 9 March 2020, the salient
details of which are set out below:

Name of executive director:                   Nopasika Lila
Name of company:                              Barloworld
Designation:                                  Director
Number of forfeitable shares awarded:         14 540 Barloworld ordinary
                                              shares, of which 10 900
                                              Barloworld shares will
                                              vest subject to
                                              achievement of performance
                                              conditions;
Consideration:                                Nil
Average price at which shares were awarded:   R85.3439
Vesting period:                               Three years from award
                                              date
Value:                                        R1 240 900.31
Acceptance date:                              31 March 2020
Nature of transaction:                        Direct beneficial interest


Name of executive director of major
subsidiary:                                   Andronicca Masemola
Major subsidiary:                             Barloworld South Africa
                                              (Pty) Limited
Designation:                                  Director
Number of forfeitable shares awarded:         23 760 Barloworld ordinary
                                              shares, of which 11 880
                                              Barloworld shares will
                                              vest subject to
                                              achievement of performance
                                              conditions
Consideration                                 Nil
Average price at which shares were awarded:   R85.3439
Vesting period:                               Three years from award
                                              date
Value:                                        R2 027 771.06
Acceptance date:                              31 March 2020
Nature of transaction:                        Direct beneficial interest

Approximately 75% of the shares awarded to the director of Barloworld
and approximately 50% of the shares awarded to the director of
Barloworld South Africa (Pty) Ltd are subject to performance conditions.
The performance conditions include performance targets for improvement
in return on invested capital (ROIC), Free Cash Flow (FCF) and growth in
headline earnings per share (HEPS). The remaining 25% and 50%,
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 the 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
02 April 2020
Sponsor: Nedbank Corporate and Investment Banking

Date: 02-04-2020 02:24:00
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