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 director of Barloworld South
Africa (Pty) Limited, a major subsidiary, was awarded shares in terms of
the company’s forfeitable share plan (all off market) on 7 March 2019,
the salient details of which are set out below:

Executive Director of Barloworld South Africa (Pty) Limited:


Name of director of major subsidiary:         Andronicca Masemola
Major subsidiary:                             Barloworld South Africa
                                              (Pty) Limited
Designation:                                  Director
Number of forfeitable shares awarded:         8 600 Barloworld ordinary
                                              shares, of which 4 300
                                              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 077 471.64
Date of award:                                7 March 2019
Nature of transaction:                        Direct beneficial interest

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 net operating assets (RONOA), total shareholder return (TSR)
and growth in headline earnings per share (HEPS). The remaining 50% 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 a 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
7 March 2019
Sponsor: Nedbank Corporate and Investment Banking

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