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 Wednesday, 12 February 2020 were as follows: Resolution Number of Percentage For** Against** Abstained*** shares voted of shares in % % % issue* % Ordinary resolution 1: 182 829 963 83.19 100.00 0.00 0.48 Acceptance of annual financial statements Ordinary resolution 2: 183 832 257 83.65 99.89 0.11 0.04 Re-election of Ms FNO Edozien Ordinary resolution 3: 183 664 993 83.57 99.45 0.55 0.04 Re-election of Mr DM Sewela Ordinary resolution 4: 183 821 277 83.64 95.27 4.73 0.04 Re-election of Mr SS Ntsaluba Ordinary resolution 5: 183 839 887 83.65 100.00 0.00 0.04 Election of Ms NV Lila Ordinary resolution 6: 183 730 797 83.60 77.29 22.71 0.04 Re-election of Mr SS Ntsaluba as a member and chair of the audit committee Ordinary resolution 7: 183 839 387 83.65 79.38 20.62 0.04 Re-election of Ms HH Hickey as a member of the audit committee Ordinary Resolution 8: 183 868 937 83.66 79.68 20.32 0.04 Re-election of Mr M Lynch-Bell as a member of the audit committee Ordinary Resolution 9: 183 838 187 83.65 99.99 0.01 0.04 Re-election of Ms NP Mnxasana as a member of the audit committee Ordinary Resolution 10: 183 818 650 83.64 80.58 19.42 0.04 Appointment of external auditor Ordinary Resolution 11: Amendment of the Long-Term Incentive Scheme Ordinary resolution 11.1: 182 716 352 83.14 98.59 1.41 0.20 Adoption of the Barloworld Limited Conditional Share Plan Ordinary resolution 11.2: 182 685 635 83.13 98.51 1.49 0.00 Amendment to the Barloworld Limited Forfeitable Share Plan 2009 Ordinary resolution 12: 183 018 104 83.28 76.34 23.66 0.20 Non-binding advisory vote on remuneration policy Ordinary resolution 13: 182 986 937 83.26 56.03 43.97 0.05 Non-binding advisory vote on remuneration implementation report Special resolution 1: Approval of non-executive directors’ fees 1.1 Chairman of the board 183 040 690 83.29 97.48 2.52 0.04 1.2 Resident non-executive 183 040 690 83.29 99.86 0.14 0.04 directors 1.3 Non-resident non- 183 034 350 83.28 98.67 1.33 0.04 executive directors 1.4 Resident chairman of the 183 003 183 83.27 99.99 0.01 0.04 audit committee 1.5 Resident members of the 183 029 420 83.28 99.99 0.01 0.04 audit committee 1.6 Non-resident members of 183 022 450 83.28 99.98 0.02 0.04 the audit committee 1.7 Non-resident chairman of 183 020 963 83.28 98.80 1.20 0.04 the remuneration committee 1.8 Resident chairman of the 183 026 250 83.28 99.99 0.01 0.04 remuneration committee 1.9 Resident chairman of the 183 026 900 83.28 99.99 0.01 0.04 social, ethics and transformation committee 1.10 Resident chairman of the 183 017 310 83.28 98.67 1.33 0.04 risk and sustainability committee 1.11 Resident chairman of the 183 026 250 83.28 99.99 0.01 0.04 general purposes committee 1.12 Resident chairman of the 182 978 390 83.26 98.69 1.31 0.04 nomination committee 1.13 Resident members of 183 018 810 83.28 99.99 0.01 0.04 each of the board committees other than the audit committee 1.14 Non-resident members of 183 054 690 83.29 99.99 0.01 0.04 each of the board committees Special resolution 2: 183 052 290 83.29 98.42 1.58 0.04 Approval of loans or other financial assistance to related or inter-related companies and corporations Special resolution 3: 183 043 222 83.29 99.86 0.14 0.04 General authority to acquire the Company’s own shares * Based on 219 770 016 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 13 relating to the non-binding advisory vote on the remuneration implementation report being voted against by more than 25% of 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. 13 February 2020 Sponsor Nedbank Corporate and Investment Banking, a division of Nedbank Limited Date: 13-02-2020 12:00:00 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. 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