Results of annual general meeting 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") RESULTS OF ANNUAL GENERAL MEETING Shareholders are advised that the voting results for the annual general meeting (the “AGM”) of Barloworld held on Thursday, 14 February 2019 were as follows: Resolution Number of Percentage For** Against** Abstained*** shares voted of shares in % % % issue* % Ordinary resolution 1: 173 660 765 81.51 100.00 - 0.63 Acceptance of financial statements Ordinary resolution 2: 173 660 765 81.51 91.36 8.64 0.01 Re-election of Ms NP Dongwana Ordinary resolution 3: WITHDRAWN Re-election of Ms O Ighodaro Ordinary resolution 4: 173 653 385 81.50 99.78 0.22 0.01 Election of Ms Neo Mokhesi Ordinary resolution 5: 173 660 765 81.51 99.99 0.01 0.01 Election of Mr Hugh Molotsi Ordinary resolution 6: 173 662 465 81.51 100.00 - 0.01 Re-election of Mr SS Ntsaluba as a member and chair of the audit committee Ordinary resolution 7: 173 662 465 81.51 96.18 3.82 0.02 Re-election of Ms FNO Edozien as a member of the audit committee Ordinary Resolution 8: 173 662 465 81.51 99.88 0.12 0.01 Re-election of Ms HH Hickey as a member of the audit committee Ordinary Resolution 9: 173 662 465 81.51 84.23 15.77 0.02 Re-election of Mr M Lynch-Bell as a member of the audit committee Ordinary Resolution 10: 173 662 465 81.51 91.86 8.14 0.01 Re-election of MS NP Mnxasana as a member of the audit committee Ordinary Resolution 11: 173 662 465 81.51 91.82 8.18 0.01 Appointment of external auditor Ordinary resolution 12.1: 173 662 465 81.51 72.42 27.58 0.07 Non-binding advisory vote on remuneration policy Ordinary resolution 12.2: 173 662 465 81.51 97.67 2.33 0.01 Non-binding advisory vote on implementation report Special resolution 1: Approval of non-executive directors’ fees 1.1 Chairman of the board 173 662 465 81.51 98.00 2.00 0.01 1.2 Resident non-executive 173 662 465 81.51 98.83 1.17 0.01 directors 1.3 Non-resident non- 173 662 465 81.51 99.89 0.11 0.01 executive directors 1.4 Resident chairman of the 173 662 465 81.51 98.73 1.27 0.01 audit committee 1.5 Resident members of the 173 662 465 81.51 98.82 1.18 0.01 audit committee 1.6 Non-resident members of 173 662 465 81.51 98.82 1.18 0.01 the audit committee 1.7 Resident chairman of the 173 662 465 81.51 98.82 1.18 0.01 remuneration committee 1.8 Resident chairman of the 173 662 465 81.51 99.99 0.01 0.01 social, ethics and transformation committee 1.9 Resident chairman of the 173 662 465 81.51 100.00 - 0.01 risk and sustainability committee 1.10 Resident chairman of the 173 662 465 81.51 98.82 1.18 0.01 general purposes committee 1.11 Resident chairman of the 173 636 728 81.49 100.00 - 0.01 nomination committee 1.12 Resident members of 173 657 965 81.50 100.00 - 0.01 each of the board committees other than the audit committee 1.13 Non-resident members 173 636 728 81.49 100.00 - 0.01 of each of the board committees other than the audit committee Special resolution 2: 173 662 465 81.51 98.81 1.19 0.01 Approval of loans or other financial assistance to related or inter-related companies and corporations Special resolution 3: 173 662 465 81.51 97.24 2.76 0.01 General authority to acquire the Company’s own shares * Based on 213 067 583 shares in issue as at the date of the AGM. ** In relation to the total number of shares voted at the AGM. *** In relation to the total number of shares in issue as at the date of the AGM. Based on the above voting results, all resolutions were passed by the requisite majority of Barloworld shareholders present in person or represented by proxy at the AGM. Shareholders are further advised that due to Ordinary resolution 12.1 relating to the non-binding advisory vote on the remuneration policy being voted against by more than 25% of Barloworld shareholders present in person or represented by proxy at the AGM, Barloworld has commenced engagement with such shareholders on an individual basis as required by the JSE Limited Listings Requirements. 15 February 2019 Sponsor Nedbank Corporate and Investment Banking, a division of Nedbank Limited Date: 15/02/2019 10:00:00 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.