Notice in terms of section 45(5) of the Companies Act for the granting of financial assistance 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") NOTICE IN TERMS OF SECTION 45(5) OF THE COMPANIES ACT, 71 OF 2008, AS AMENDED (THE “ACT”) FOR THE GRANTING OF FINANCIAL ASSISTANCE In terms of section 45(5)(a) of the Act, notice is hereby given that the board of directors of the Company (the “Board”) has resolved to authorise the Company to provide financial assistance, as detailed below, to its subsidiary companies pursuant to the authority granted to the Board by Barloworld shareholders in terms of Special Resolution 2 at the annual general meeting of the Company held on 31 January 2018. The Board, before authorising the Company to provide the financial assistance in terms of section 45(3) of the Act, has satisfied itself that: - immediately after providing the financial assistance, the Company satisfied the solvency and liquidity test contemplated in section 4 of the Act; - the terms upon which financial assistance was given are fair and reasonable to the Company; and - there has been due compliance with the requirements of the Company’s Memorandum of Incorporation. The financial assistance provided, the total which exceeds one-tenth of 1% of the Company’s net worth, was as follows: a) subordination of R2.6 billion loan between the Company and Barloworld South Africa Proprietary Limited, a wholly-owned subsidiary of the Company; and b) guaranteeing a loan between Irene Khaya Property Investments Proprietary Limited, a 50% held subsidiary of the Company, and Investec Bank Limited for a maximum amount of R45 million. Sandton 28 February 2019 Sponsor: Nedbank Corporate and Investment Banking, a division of Nedbank Limited Date: 28/02/2019 03:45:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.