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 directors and company secretary of Barloworld Limited and directors of Barloworld South Africa (Pty) Limited, a major subsidiary, were awarded shares in terms of the Company’s forfeitable share plan (“FSP”) (all off market) on 27 February 2019, the salient details of which are set out below: Executive Director and Company Secretary of Barloworld Limited: Name of executive director: Dominic Sewela Name of company: Barloworld Limited Designation: Chief Executive Officer Number of forfeitable shares awarded: 31 510 Barloworld ordinary shares, of which 23 630 Barloworld shares will vest subject to achievement of performance conditions Consideration Nil Average price at which shares were awarded: R125.2874 Vesting period: Three years from award date Value: R3 947 805.97 Date of award: 27 February 2019 Nature of transaction: Direct beneficial interest Name of Company Secretary: Andiswa Ndoni Name of company: Barloworld Limited Designation: Group Company Secretary Number of forfeitable shares awarded: 5 900 Barloworld ordinary shares, of which 2 950 Barloworld shares will vest subject to achievement of performance conditions Consideration Nil Average price at which shares were awarded: R125.2874 Vesting period: Three years from award date Value: R739 195.66 Date of award: 27 February 2019 Nature of transaction: Direct beneficial interest Executive Directors of Barloworld South Africa (Pty) Limited: Name of director of major subsidiary: Gale Lemmert Major subsidiary: Barloworld South Africa (Pty) Limited Designation: Director Number of forfeitable shares awarded: 9 760 Barloworld ordinary shares, of which 4 880 Barloworld shares will vest subject to achievement of performance conditions Consideration Nil Average price at which shares were awarded: R125.2874 Vesting period: Three years from award date Value: R1 222 805.02 Date of award: 27 February 2019 Nature of transaction: Direct beneficial interest Name of director of major subsidiary: Litha Nkombisa Major subsidiary: Barloworld South Africa (Pty) Limited Designation: Director Number of forfeitable shares awarded: 17 000 Barloworld ordinary shares, of which 8 500 Barloworld shares will vest subject to achievement of performance conditions Consideration Nil Average price at which shares were awarded: R125.2874 Vesting period: Three years from award date Value: R2 129 885.80 Date of award: 27 February 2019 Nature of transaction: Direct beneficial interest Name of director of major subsidiary: Andronicca Masemola Major subsidiary: Barloworld South Africa (Pty) Limited Designation: Director Number of forfeitable shares awarded: 9 560 Barloworld ordinary shares, of which 4 780 Barloworld shares will vest subject to achievement of performance conditions Consideration Nil Average price at which shares were awarded: R125.2874 Vesting period: Three years from award date Value: R1 197 747.54 Date of award: 27 February 2019 Nature of transaction: Direct beneficial interest Name of director of major subsidiary: Tantaswa Fubu Major subsidiary: Barloworld South Africa (Pty) Limited Designation: Director Number of forfeitable shares awarded: 7 670 Barloworld ordinary shares, of which 5 750 Barloworld shares will vest subject to achievement of performance conditions Consideration Nil Average price at which shares were awarded: R125.2874 Vesting period: Three years from award date Value: R960 954.36 Date of award: 27 February 2019 Nature of transaction: Direct beneficial interest Name of director of major subsidiary: Matimba Mahange Major subsidiary: Barloworld South Africa (Pty) Limited Designation: Director Number of forfeitable shares awarded: 17 240 Barloworld ordinary shares, of which 8 620 Barloworld shares will vest subject to achievement of performance conditions Consideration Nil Average price at which shares were awarded: R125.2874 Vesting period: Three years from award date Value: R2 159 954.78 Date of award: 27 February2019 Nature of transaction: Direct beneficial interest Approximately 75% of the shares awarded to chief executive officer of Barloworld Limited and approximately 50% of the shares awarded to the company secretary of Barloworld Limited and the directors of Barloworld South Africa (Pty) Ltd are subject to performance conditions. The performance conditions include performance targets for improvement in return on net operating assets (RONOA), total shareholder return (TSR) 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 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 28 February 2019 Sponsor: Nedbank Corporate and Investment Banking, a division of Nedbank Limited Date: 28/02/2019 04:25:00 Produced by the JSE SENS Department. 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