Independent auditors' report

To the shareholders of Barloworld Limited

We have audited the consolidated annual financial statements of Barloworld Limited, set out on pages 11 to 101, which comprise the consolidated statement of financial position as at 30 September 2013, and the consolidated income statement, the consolidated statement of comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, and the consolidated notes comprising a summary of significant accounting policies and other explanatory information.

Directors’ responsibility for the consolidated annual financial statements

The company’s directors are responsible for the preparation and fair presentation of these consolidated annual financial statements in accordance with International Financial Reporting Standards, and the requirements of the Companies Act of South Africa, 2008, and for such internal controls as the directors determine is necessary to enable the preparation of the consolidated annual financial statements that are free from material misstatement, whether due to fraud or error.

Auditor’s responsibility

Our responsibility is to express an opinion on these consolidated annual financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the consolidated annual financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting principles used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, these consolidated annual financial statements present fairly, in all material respects, the consolidated financial position of Barloworld Limited as at 30 September 2013, and its consolidated financial performance and consolidated cash flows for the year then ended in accordance with International Financial Reporting Standards, and the requirements of the Companies Act of South Africa, 2008.

Other reports required by the Companies Act of South Africa, 2008

As part of our audit of the financial statements for the year ended 30 September 2013, we have read the directors’ report, the audit committee report and company secretary’s certificate for the purpose of identifying whether there are material inconsistencies between those reports and the audited annual financial statements.

These reports are the responsibility of the respective preparers. Based on reading these reports we have not identified material inconsistencies between these reports and the audited annual financial statements. However, we have not audited these reports and accordingly do not express an opinion on these reports.

Deloitte & Touche
Registered auditor
Per: Graeme Berry
Partner
15 November 201