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 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: Name of executive director: Nopasika Lila Name of company: Barloworld Designation: Director Number of forfeitable shares awarded: 14 540 Barloworld ordinary shares, of which 10 900 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: R1 240 900.31 Acceptance date: 31 March 2020 Nature of transaction: Direct beneficial interest Name of executive director of major subsidiary: Andronicca Masemola Major subsidiary: Barloworld South Africa (Pty) Limited Designation: Director Number of forfeitable shares awarded: 23 760 Barloworld ordinary shares, of which 11 880 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: R2 027 771.06 Acceptance date: 31 March 2020 Nature of transaction: Direct beneficial interest Approximately 75% of the shares awarded to the director of Barloworld and 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 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 02 April 2020 Sponsor: Nedbank Corporate and Investment Banking Date: 02-04-2020 02:24:00 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.