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BARLOWORLD LIMITED - Allocation of forfeitable shares

Release Date: 27/03/2020 16:02
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 director and
company secretary of Barloworld and director of Barloworld South Africa
(Pty) Limited, a major subsidiary, were awarded shares in terms of the
Company’s forfeitable share plan (all off market) on 9 March 2020, the
salient details of which are set out below:

Executive Director and Company Secretary of Barloworld:

Name of executive director:                   Dominic Sewela
Name of company:                              Barloworld
Designation:                                  Chief Executive Officer
Number of forfeitable shares awarded:         40 280 Barloworld ordinary
                                              shares, of which 30 210
                                              Barloworld shares will
                                              vest subject to
                                              achievement of performance
                                              conditions;
Consideration:                                Nil
Average price at which shares were awarded:   R85.3439
Vesting period:                               Three years from award
                                              date
Value:                                        R3 437 652.29
Acceptance date:                              23 March 2020
Nature of transaction:                        Direct beneficial interest

Name of Company Secretary:                    Andiswa Ndoni
Name of company:                              Barloworld
Designation:                                  Group Company Secretary
Number of forfeitable shares awarded:         7 530 Barloworld ordinary
                                              shares, of which 5 650
                                              Barloworld shares will
                                              vest subject to
                                              achievement of performance
                                              conditions;
Consideration                                 Nil
Average price at which shares were awarded:   R85.3439
Vesting period:                               Three years from award
                                              date
Value:                                        R642 639.57
Acceptance date:                              25 March 2020
Nature of transaction:                        Direct beneficial interest

Executive Director of Barloworld South Africa (Pty) Limited:

Name of director of major subsidiary:         Tantaswa Fubu
Major subsidiary:                             Barloworld South Africa
                                              (Pty) Limited
Designation:                                  Director
Number of forfeitable shares awarded:         9 810 Barloworld ordinary
                                              shares, of which 7 360
                                              Barloworld shares will
                                              vest subject to
                                              achievement of performance
                                              conditions
Consideration                                 Nil
Average price at which shares were awarded:   R85.3439
Vesting period:                               Three years from award
                                              date
Value:                                        R837 223.66
Acceptance date:                              25 March 2020
Nature of transaction:                        Direct beneficial interest

Approximately 75% of the shares awarded to the chief executive officer
of Barloworld and approximately 50% of the shares awarded to the company
secretary of Barloworld and the director of Barloworld South Africa
(Pty) Ltd are subject to performance conditions. The performance
conditions include performance targets for improvement in return on
invested capital (ROIC), Free Cash Flow (FCF) 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 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
27 March 2020
Sponsor: Nedbank Corporate and Investment Banking

Date: 27-03-2020 04:02:00
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