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BIBAW - Notice of Meeting of Noteholders
Barloworld Limited
Registration number: 1918/000095/06
Alpha code: BIBAW
("Barloworld" or "the Company")
NOTICE OF MEETING OF NOTEHOLDERS
1. This notice of a meeting of noteholders (this Notice of Meeting) is delivered by the Issuer to each holder
of Senior Notes (as defined below) (the Noteholders) issued under the Issuer's ZAR15,000,000,000 Domestic
Medium Term Note Programme (the Programme) pursuant to the section headed "Terms and Conditions
of the Notes" (the Terms and Conditions) in the programme memorandum dated 21 December 2020, as
amended and restated from time to time (the Programme Memorandum), in accordance with
Condition 19 (Notices) of the Terms and Conditions for the purposes of obtaining the Noteholders' written
consent for various amendments to bring forward the "Maturity Date" (as defined in the Terms and
Conditions), disapply the early redemption provisions relating to "Change of Control" and "Failure to
maintain JSE listing and Rating" and to implement the necessary consequential changes to the
Applicable Pricing Supplements (as defined below), as required in terms of Condition 20 (Amendment of
these Terms and Conditions) and Condition 21 (Meetings of Noteholders / Consent Process) of the Terms
and Conditions.
2. Capitalised terms used herein which are not otherwise defined shall bear the meaning ascribed thereto
in the Terms and Conditions.
3. Background
3.1 Further to the recent change in the Issuer's shareholding structure, and the SENS announcement
released on 10 November 2025 confirming the finalisation of the Standby Offer (as defined therein),
the Issuer intends, subject to the consent of Noteholders, repay all Outstanding Notes issued under the
Programme. The Outstanding Notes, together with other financing arrangements, will be refinanced
to align with the Issuer's updated funding strategy. In order to proactively repay the Outstanding Notes
early, the Issuer intends to, subject to the consent of Noteholders, amend the "Maturity Date" in each
of the Applicable Pricing Supplements (as defined below) to an earlier date.
3.2 Given the uncertainty regarding the timing of the refinance, the Issuer intends to, subject to the
consent of Noteholders, include the ability to redeem the Outstanding Notes once the refinance has
been concluded, thereby incorporating an early redemption option into each of the Applicable
Pricing Supplements.
3.3 In addition, as the Issuer intends to redeem the Outstanding Notes prior to their scheduled maturity, it
proposes, subject to the approval of the Noteholders, to disapply the existing early redemption
provisions relating to a change of control under Condition 10.5 (Redemption in the event of a Change
of Control) and to a failure to maintain a JSE Listing and Rating under Condition 10.6 (Redemption in
the event of a failure to maintain JSE Listing and Rating).
3.4 The Issuer hereby notifies the Noteholders that a meeting of the Noteholders will be held at 16h00 on
Wednesday, 21 January 2026 at 11 Alice Lane, Sandton, Johannesburg, South Africa for the purpose
of considering and, if thought fit, of passing (with or without modification in the manner required) the
resolutions specified at paragraph 4 of this Notice of Meeting (the Meeting).
3.5 The Issuer has the following listed notes in issue:
3.5.1 ZAR785,000,000 Senior Unsecured Floating Rate Notes due 12 July 2027 with stock code BAW38 (the
BAW38 Notes);
3.5.2 ZAR430,000,000 Senior Unsecured Floating Rate Notes due 26 May 2026 with stock code BAW39
(the BAW39 Notes);
3.5.3 ZAR485,000,000 Senior Unsecured Floating Rate Notes due 20 October 2026 with stock code BAW41
(the BAW41 Notes);
3.5.4 ZAR515,000,000 Senior Unsecured Floating Rate Notes due 20 October 2028 with stock code BAW42
(the BAW42 Notes);
3.5.5 ZAR300,000,000 Senior Unsecured Floating Rate Notes due 14 July 2028 with stock code BAW44
(the BAW44 Notes);
3.5.6 ZAR500,000,000 Senior Unsecured Floating Rate Notes due 22 August 2028 with stock code BAW45
(the BAW45 Notes);
3.5.7 ZAR200,000,000 Senior Unsecured Floating Rate Notes due 22 August 2028 with stock code BAW46
(the BAW46 Notes);
3.5.8 ZAR150,000,000 Senior Unsecured Floating Rate Notes due 22 August 2026 with stock code BAW47
(the BAW47 Notes); and
3.5.9 ZAR728,000,000 Senior Unsecured Floating Rate Notes due 22 August 2027 with stock code BAWGL2
(the BAWGL2 Notes),
collectively, the Senior Notes.
4. Resolutions to be passed at the meeting
The Issuer seeks the Noteholders' consent in accordance with Condition 20 (Amendment of these Terms
and Conditions) and Condition 21 (Meetings of Noteholders / Consent Process) of the Terms and
Conditions to pass the following Extraordinary Resolution:
4.1 Extraordinary Resolution No. 1:
THAT the Noteholders consent to the amendment and restatement of the terms and conditions of the
Applicable Pricing Supplement relating to the BAW38 Notes, the Applicable Pricing Supplement
relating to the BAW39 Notes, the Applicable Pricing Supplement relating to the BAW41 Notes, the
Applicable Pricing Supplement relating to the BAW42 Notes, the Applicable Pricing Supplement
relating to the BAW44 Notes, the Applicable Pricing Supplement relating to the BAW45 Notes, the
Applicable Pricing Supplement relating to the BAW46 Notes, the Applicable Pricing Supplemen
relating to the BAW47 Notes and the Applicable Pricing Supplement relating to the BAWGL2 Notes
(collectively, the Applicable Pricing Supplements) to:
4.1.1 bring forward the "Maturity Date" in each of the Applicable Pricing Supplements to 31 March 2026;
4.1.2 activate Item 37 entitled "Redemption at the option of the Issuer" to permit the Issuer to redeem
the Outstanding Notes upon not less than 10 (ten) calendar Days' written notice;
4.1.3 disapply Item 39 entitled "Redemption in the event of a Change of Control" at the election of
Noteholders pursuant to Condition 10.5 (Redemption in the event of a Change of Control); and
4.1.4 disapply Item 40 entitled "Redemption in the event of a failure to maintain JSE Listing and Rating"
at the election of the Noteholders pursuant to Condition 10.6 (Redemption in the event of a failure
to maintain JSE Listing and Rating).
4.2 Extraordinary Resolution No. 2:
THAT the Issuer be authorised to enter into any documentation or to take necessary steps to give effect
to the consents specified in Extraordinary Resolution No.1 above.
5. A copy of each Applicable Pricing Supplement, marked-up to reflect the proposed changes, will be
made available on the issuer's website (https://barloworld.com/investors/debt-investors/) and upon
request directed to The Standard Bank of South Africa Limited (acting through its Corporate and
Investment Banking division), for the attention of Allister Lamont-Smith at Allister.LS@standardbank.co.za,
and the Issuer, for the attention of Parin Gokaldas at Parin.Gokaldas@barloworld.com.
6. Proxies
6.1 A Noteholder entitled to attend and vote at the meeting is entitled to appoint one or more proxies to
attend and vote in his/her stead. A person appointed to act as proxy need not be a Noteholder. A
proxy form is annexed to this Notice of Meeting for use by the Noteholder, as Annexure "A", if required.
6.2 Every director, the secretary of and the attorney to the Issuer and every other person authorised in
writing by the Issuer, may attend and speak at a meeting of Noteholders, but will not be entitled to
vote, other than as Noteholder or duly authorised representative of a Noteholder.
6.3 Noteholders will not be able to submit votes electronically during the Noteholders Meeting.
6.4 Noteholders are requested to provide their proxy forms to the abovementioned proposals by voting
in relation to the Extraordinary Resolutions specified in the proxy form annexed hereto as Annexure A,
by delivering same to the registered office of the relevant Participant that provided said Noteholders
with the proxy form, and providing a copy thereof to The Standard Bank of South Africa Limited (acting
through its Corporate and Investment Banking division), for the attention of Allister Lamont-Smith at
Allister.LS@standardbank.co.za, and the Issuer, for the attention of Parin Gokaldas at
Parin.Gokaldas@barloworld.com, by no later than 10h00 on 21 January 2026 in accordance with the
terms and conditions of Annexure A. The relevant Participant will then notify Strate Proprietary Limited
of the total number of Consent Notices received, containing votes both in favour and not in favour of
the proposed Extraordinary Resolution and any abstentions.
6.5 Noteholders are requested to instruct their respective Participants to release their proxy forms to Strate
Proprietary Limited immediately on receipt of the duly completed proxy form.
7. This Notice of Meeting is being delivered to Strate Proprietary Limited in accordance with Condition 21
(Meetings of Noteholders / Consent Process) of the Terms and Conditions as read with Condition 19
(Notices) of the Terms and Conditions. The record date to be recorded in the Register to receive this
Notice of Meeting is 16 January 2026.
The amendments to the Pricing Supplements have been approved by the JSE and the updated Pricing
Supplements are available for inspection on Barloworld's website,
https://www.barloworld.com/investors/debt-instruments/
17 December 2025
Debt Sponsor: Nedbank Limited, acting through its Nedbank Corporate and Investment Banking
-4-
Date: 17-12-2025 11:13:00
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