TAKEOVER REGULATION PANEL - NEWCO OFFER TO BARLOWORLD ORDINARY SHAREHOLDERS UPDATE ON STANDBY OFFER ACCEPTANCE AND ENGAGEMENT WITH THE

NEWCO OFFER TO BARLOWORLD ORDINARY SHAREHOLDERS – UPDATE ON STANDBY OFFER ACCEPTANCE AND ENGAGEMENT WITH THE

          K2024528179 (SOUTH AFRICA) PROPRIETARY LIMITED
          (Incorporated in the Republic of South Africa)
          (Registration number 2024/528179/07)
          ("Newco")

          NEWCO OFFER TO BARLOWORLD ORDINARY SHAREHOLDERS – UPDATE ON STANDBY OFFER
          ACCEPTANCE AND ENGAGEMENT WITH THE PIC

          The definitions set out in the circular to Barloworld Ordinary Shareholders and Barloworld
          Preference Shareholders dated Wednesday, 29 January 2025 ("Circular") apply to this
          announcement.

          Barloworld Ordinary Shareholders are referred to the joint announcement published by Barloworld
          Limited ("Barloworld") and Newco on 28 February 2025 regarding the opening of the Standby
          Offer.

          Irrevocable Undertaking

          Following engagements between the Public Investment Corporation ("PIC") and Newco in
          respect of the proposed R23 billion acquisition of Barloworld, the PIC has delivered to Newco an
          undertaking to accept the Standby Offer in respect of 41 588 000 Barloworld Ordinary Shares
          owned by the PIC, constituting approximately 21.93% of the Barloworld Ordinary Shares in issue
          (save that, if Barloworld remains listed, the PIC will be entitled to retain such number of Barloworld
          Ordinary Shares as is required for the PIC to maintain its internal index weighting requirement). In
          this regard, the undertakings by Barloworld Ordinary Shareholders to accept the Standby Offer to
          date, together with the Consortium's and the Barloworld Foundation's shareholding, equates to
          46.93% of the Barloworld Ordinary Shares in issue (excluding Treasury Shares).


          Newco Commitments

          As part of the engagements between the PIC and Newco, and in order to address the PIC's
          broader public interest considerations regarding Newco's offer, Newco has committed to
          implement a 13.5% broad-based black economic empowerment transaction in Barloworld ("the
          BEE Transaction") after the delisting of Barloworld from the JSE and A2X. As noted in the Circular,
          in the event that the Standby Offer Condition regarding the 90% acceptance threshold being
          met is waived by Newco and Barloworld Ordinary Shareholders holding less than 90% of all
          Barloworld Ordinary Shares (other than the Barloworld Ordinary Shares held before the Newco
          Offer by Newco, ZTHM, Entsha, and their respective Related or Inter-related Persons, Persons
          Acting in Concert, nominees or Subsidiaries as contemplated in section 124(1) of the Companies
          Act) accept the Standby Offer, Barloworld Ordinary Shares shall remain listed on the JSE until the
          listing is terminated in accordance with section 1 of the JSE Listings Requirements. In this regard, it
          is recognized that the implementation of the BEE Transaction would not be practical in
          circumstances where Barloworld remains listed, and Newco's commitment to implement the BEE
          Transaction will only apply if Newco's squeeze-out right under section 124 of the Companies Act
          has become capable of being exercised. Additionally, Newco has undertaken to proactively
          and voluntarily offer the implementation of the BEE Transaction to the competition authorities as
          a merger condition, failing which PIC's irrevocable undertaking may be terminated.




PUBLIC USE INFORMATION
          Responsibility statement

          The directors of Newco accept responsibility for the information contained in this announcement
          insofar as it relates to the Newco Offer. To the best of their knowledge, the information contained
          in this announcement is true and the announcement does not omit anything likely to affect the
          importance of the information.

          For Newco media enquiries:

          FTI Consulting
          Sherryn Schooling
          e: Sherryn.schooling@fticonsulting.com
          m:+27 82 776 2840
          Johannesburg

          For enquiries regarding Standby Offer acceptance process:
          Transfer secretary
          JSE Investor Services Proprietary Limited
          e: Specialprojects@jseinvestorservices.co.za
          t: +27 11 713 0800

          23 April 2025

          Joint Financial Advisors to Newco
          Deutsche Bank AG
          The Standard Bank of South Africa Limited
          Tamela Holdings Proprietary Limited

          Legal Advisor to Newco
          Bowmans




PUBLIC USE INFORMATION

Date: 23-04-2025 08:05:00
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