Letter from chairman

Dear shareholder

I have the pleasure of inviting you to attend the 102nd annual general meeting (AGM) of Barloworld Limited, to be held in the Tokyo Meeting Room, Barloworld Corporate Office, 180 Katherine Street, Sandton, on Wednesday, 14 February 2019 at 12:30.

The following documents are enclosed:

  • An AGM document incorporating:
    • Notice of AGM setting out the resolutions to be proposed at the meeting;
    • A form of proxy;
    • Question form for AGM;
    • Shareholder diary; and
    • Corporate information.

Barloworld is committed to responsible environmental stewardship and minimising its environmental footprint, which is one of the aspects that underpins our sustainable development strategic focus area. We are thus mindful of our role in propagating environmental awareness through our value chain and where possible introducing initiatives to combat our impact on the environment. Further, the use of electronic communications will deliver savings to the company in terms of administration, printing and postage costs, as well as speeding up the provision of information, thus benefiting shareholders.

With this in mind, and in an effort to lower our paper consumption while at the same time reducing solid waste and our carbon footprint, we will be printing a limited number of the integrated report 2018. Should you wish to receive a printed copy of the integrated report 2018, kindly email your request to invest@barloworld.com.

The integrated report 2018, the full consolidated financial statements of the company and its subsidiaries (including the directors' report, the independent auditors' report and the audit committee report) and the remuneration report will be published on our website, www.barloworld.com. The summarised financial statements are set out in the integrated report.

The social, ethics and transformation committee report as required by regulation 43 of the Companies Act is set out in the integrated report.

The remuneration policy as required by the King Code of Governance Principles for South Africa is set out in the integrated report.

If you are unable to attend, you may, as a shareholder, exercise your right to take part in the proceedings by complying with the notes to the form of proxy.

I would also like to draw your attention to your right to raise questions, at the appropriate time, during the meeting. As it may not be possible to answer every question that shareholders may care to raise at the meeting, and in order to ensure that matters of interest to shareholders are dealt with, I would like to suggest that you use the attached question form to ask, in advance, any question(s) of particular concern to you. We will be able to assess the most popular topics from the question forms returned, and I will endeavour to address them all at the meeting. This advance compilation of relevant questions will, of course, not prevent you from raising questions, at the appropriate time, during the meeting.

The question form may be:

  • returned to the Company Secretary: 61 Katherine Street, Sandton (PO Box 782248, Sandton 2146, South Africa); or by email andiswan@barloworld.com to be received no later than 12:30 on Thursday, 7 February 2019; or
  • returned, together with the form of proxy, to our transfer secretaries in South Africa: Link Market Services South Africa Proprietary Limited, 13th Floor, Rennie House, 19 Ameshoff Street, Braamfontein, Johannesburg 2001 (PO Box 4844, Johannesburg 2000) Fax: +27 11 834 4398 to be received no later than 12:30 on Monday, 12 February 2019; or
  • lodged, together with the form of proxy, at our registrars in the United Kingdom: Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, England to be received no later than 12:30 (South African time) on Monday, 12 February 2019; or
  • handed in at the time of registering attendance at the meeting.

I look forward to welcoming you at the meeting.

Adv DB Ntsebeza SC

Chairman

10 December 2018

Corporate Office

61 Katherine Street, Sandton

PO Box 782248, Sandton 2146, South Africa

Tel: +27 11 445 1000

Fax: +27 11 444 4170

Website: www.barloworld.com

Barloworld Limited (Reg No 1918/000095/06)

Directors

DB Ntsebeza (Chairman)
NP Dongwana
FNO Edozien*
O Ighodaro*
HH Hickey
MD Lynch-Bell**
SS Mkhabela
NP Mnxasana
SS Ntsaluba
P Schmid
DM Sewela
OI Shongwe
DG Wilson

*Nigerian **British

Company secretary

AT Ndoni