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BARLOWORLD LIMITED - Allocation of forfeitable shares

Release Date: 28/02/2019 16:25
Code(s): BAW BAWP     PDF:  
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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

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