INTEGRATED ANNUAL REPORT 2011 GRI RESPONSES  

Notice of annual general meeting

Barloworld Limited

(Incorporated in the Republic of South Africa)
Reg No 1918/000095/06
JSE share code: BAW
ISIN: ZAE000026639
("company")

Notice is hereby given that the ninety-fifth annual general meeting of shareholders of the company will be held in the Tokyo Meeting Room, Barloworld Corporate Office, 180 Katherine Street, Sandton, on Wednesday, 25 January 2012, at 12:30 for the purpose of considering the following business and if deemed fit, to pass, with or without modification, the resolutions set out below.

The record date on which shareholders must be recorded as such in the register maintained by the transfer secretaries of the company for the purposes of determining which shareholders are entitled to attend and vote at the annual general meeting is Friday, 20 January 2012.

1. Ordinary resolutions
1.1 Acceptance of annual financial statements
  Ordinary resolution 1 is proposed to receive and accept the group audited annual financial statements for the year ended 30 September 2011, including the irectors' report, the report of the auditors and the report of the audit committee thereon. The financial statements, the directors' report, the report of the auditors and the report of the audit committee are set out on pages 144 to 245 of the integrated annual report.

1.1.2 Ordinary resolution 1
  "Resolved that the group audited annual financial statements for the year ended 30 September 2011, including the directors' report, the report of the auditors and the report of the audit committee thereon be and are hereby received and accepted."

In order for this resolution to be adopted, the support of more than 50% of the voting rights exercised on the resolution by shareholders present or represented by proxy at the annual general meeting and entitled to exercise voting rights on the resolution is required.

1.2 Re-election of directors
  In terms of article 66 of the company's memorandum of incorporation, at every annual general meeting at least one third of the directors must retire and the directors to so retire shall be those who have been longest in office since their last election. The retiring directors shall be eligible for re-election.

Ms SS Mkhabela and Messrs PJ Blackbeard, SS Ntsaluba, SB Pfeiffer and G Rodriguez de Castro Garcia de los Rios are required to retire by rotation and they have offered themselves for re-election.

Ordinary resolutions 2 to 6 are proposed to re-elect the directors who retire as directors of the company by rotation in accordance with the company's memorandum of incorporation and who, being eligible for re-election, offer themselves for re-election.

Brief biographical information of each of the retiring directors is set out on page 104 of the integrated annual report.

The nomination committee of the company conducted an assessment of the performance of each of the retiring directors and the board of directors of the company ("the board") considered the findings of the nomination committee. Based on these findings, the board recommends to shareholders the re-election of each of the retiring directors as set out in ordinary resolutions 2 to 6.

1.2.1 Ordinary resolution 2
  "Resolved that Ms SS Mkhabela, who retires in terms of article 66 of the memorandum of incorporation of the company and who is eligible and available for reelection, be and is hereby elected as a director of the company."

In order for this resolution to be adopted, the support of more than 50% of the voting rights exercised on the resolution by shareholders present or represented by proxy at the annual general meeting and entitled to exercise voting rights on the resolution is required.

1.2.2 Ordinary resolution 3
  "Resolved that Mr PJ Blackbeard, who retires in terms of article 66 of the memorandum of incorporation of the company and who is eligible and available for re-election, be and is hereby elected as a director of the company."

In order for this resolution to be adopted, the support of more than 50% of the voting rights exercised on the resolution by shareholders present or represented by proxy at the annual general meeting and entitled to exercise voting rights on the resolution is required.

1.2.3 Ordinary resolution 4
  "Resolved that Mr SS Ntsaluba, who retires in terms of article 66 of the memorandum of incorporation of the company and who is eligible and available for reelection, be and is hereby elected as a director of the company."

In order for this resolution to be adopted, the support of more than 50% of the voting rights exercised on the resolution by shareholders present or represented by proxy at the annual general meeting and entitled to exercise voting rights on the resolution is required.

1.2.4 Ordinary resolution 5
  "Resolved that Mr SB Pfeiffer, who retires in terms of article 66 of the memorandum of incorporation of the company and who is eligible and available for re-election, be and is hereby elected as a director of the company."

In order for this resolution to be adopted, the support of more than 50% of the voting rights exercised on the resolution by shareholders present or represented by proxy at the annual general meeting and entitled to exercise voting rights on the resolution is required.

1.2.5 Ordinary resolution 6
  "Resolved that Mr G Rodriguez de Castro Garcia de los Rios, who retires in terms of article 66 of the memorandum of incorporation of the company and who is eligible and available for re-election, be and is hereby elected as a director of the company."

In order for this resolution to be adopted, the support of more than 50% of the voting rights exercised on the resolution by shareholders present or represented by proxy at the annual general meeting and entitled to exercise voting rights on the resolution is required.

1.3 Election of audit committee
  Ordinary resolution 7 is proposed to elect an audit committee in terms of section 94(2) of the Companies Act, No 71 of 2008 (as amended) ("the Companies Act") and the King Report on Corporate Governance for South Africa ("King III").

Section 94 of the Companies Act requires that, at each annual general meeting, shareholders of the company must elect an audit committee comprising at least three members.

The nomination committee conducted an assessment of the performance and independence of each of the directors proposed to be members of the audit committee and the board considered and accepted the findings of the nomination committee. The board is also satisfied that the proposed members meet the requirements of section 94(4) of the Companies Act, that they are independent according to King III and that they possess the required qualifications and experience as prescribed in Regulation 42 of the Companies Act Regulations, 2011, which requires that at least one-third of the members of a company's audit committee at any particular time must have academic qualifications or experience in economics, law, corporate governance, finance, accounting, commerce, industry, public affairs or human resource management.

Brief biographical notes of each member standing for election are set out on pages 104 and 105 of the integrated annual report.

1.3.1 Ordinary resolution 7
  "Resolved that an audit committee comprising the independent and non-executive directors set out below be and is hereby appointed in terms of section 94(2) of the Companies Act to hold office until the next annual general meeting and to perform the duties and responsibilities stipulated in section 94(7) of the Companies Act and in King III and to perform such other duties and responsibilities as may from time to time be delegated to it by the board.
 
Mr AGK Hamilton Chairman
Mr MJN Njeke Member
Mr SS Ntsaluba Member*
Advocate SAM Baqwa SC Member
 
  * Subject to his election as a director pursuant to ordinary resolution 4."
   
  In order for this resolution to be adopted, the support of more than 50% of the voting rights exercised on the resolution by shareholders present or represented by proxy at the annual general meeting and entitled to exercise voting rights on the resolution is required.

1.4 Appointment of external auditors
  Ordinary resolution 8 is proposed to approve the appointment of Deloitte & Touche as the external auditors of the company for the financial year ending 30 September 2012 and to remain in office until the conclusion of the next annual general meeting, and to authorise the directors to determine their remuneration.

Subject to the passing of the resolution, Mr G Berry will be the individual registered auditor who will undertake the audit during the financial year ending 30 September 2012.

Section 90(1) of the Companies Act requires the company to appoint an auditor each year at its annual general meeting. The audit committee conducted an assessment of the performance and the independence of the external auditors and considered whether or not the external auditors comply with the requirements of
sections 90(2) and (3) of the Companies Act and section 22 of the Listings Requirements of the JSE Limited ("JSE"), and the board considered and accepted the findings. The board is satisfied that the proposed external auditors and Mr G Berry comply with the relevant provisions and are duly accredited by the JSE.

1.4.1 Ordinary resolution 8
  "Resolved that Deloitte & Touche be appointed as the external auditors of the company and of the group for the financial year ending 30 September 2012 and to remain in office until the conclusion of the next annual general meeting, and that their remuneration for the financial year ended 30 September 2011 and the financial year ending 30 September 2012 be determined by the directors."

In order for this resolution to be adopted, the support of more than 50% of the voting rights exercised on the resolution by shareholders present or represented by proxy at the annual general meeting and entitled to exercise voting rights on the resolution is required.

1.5 Placing the authorised but unissued shares under the control of the directors
  The purpose of ordinary resolution 9 is to place 5% of the company's authorised but unissued shares under the control of the directors of the company and to authorise the directors of the company to allot, issue, grant options over or otherwise deal with those shares as they may think fit.

1.5.1 Ordinary resolution 9
  "Resolved that, subject to the provisions of the Companies Act, the Listings Requirements of the JSE and the company's memorandum of incorporation, as a general authority valid until the date of the next annual general meeting of the company and provided that it shall not extend past 15 months from the date of this annual general meeting, 5% of the authorised but unissued ordinary shares of the company be and are hereby placed under the control of the directors to allot, issue, grant options over or otherwise deal with or dispose of to such persons at such times and on such terms and conditions and for such consideration, whether payable in cash or otherwise, as the directors may think fit; provided that:

 
(a) the ordinary shares must be issued only to public shareholders (as defined in the Listings Requirements of the JSE) and not to related parties (as defined in the Listings Requirements of the JSE);
(b)

ordinary shares which are the subject of issues for cash:

i. in the aggregate in any one financial year may not exceed 5% of the company's ordinary shares in issue;
ii. will be aggregated with any securities that are compulsorily convertible into ordinary shares, and, in the case of the issue of compulsorily convertible securities, aggregated with the securities of that class into which they are compulsorily convertible;
iii. as regards the number of ordinary shares which may be issued (the 5% number), shall be based on the number of ordinary shares in issue added to those that may be issued in future (arising from the conversion of options/convertible securities), at the date of such application, (1) less any ordinary shares issued, or to be issued in future arising from options/convertible securities issued, during the current financial year, plus (2) any ordinary shares to be issued pursuant to: (aa) a rights issue which has been announced, is irrevocable and is fully underwritten; or (bb) acquisition (which had final terms announced) may be included as though they were securities in issue at the date of application; and
(c) the maximum discount at which ordinary shares may be issued is 10% of the weighted average traded price on the JSE of the company's ordinary shares over the 30 business days prior to the date that the price of the issue is agreed between the company and the party subscribing for securities."


  The Listings Requirements of the JSE require that after the company has issued ordinary shares for cash which represent, on a cumulative basis within a financial year, 5% of the number of ordinary shares in issue prior to that issue, the company shall publish an announcement containing full details of the issue, including: (a) the number of ordinary shares issued; (b) the average discount to the weighted average traded price of the company's ordinary shares over the 30 business days prior to the date that the issue is agreed in writing between the company and the party/ies subscribing for the ordinary shares; and (c) the effects of the issue on net asset value per share, net tangible asset value per share, earnings per share, headline earnings per share and, if applicable, diluted earnings and headline earnings per share.

  In order for this resolution to be adopted, the support of more than 50% of the voting rights exercised on the resolution by shareholders present or represented by proxy at the annual general meeting and entitled to exercise voting rights on the resolution is required in terms of the company's memorandum of incorporation. However, one of the requirements of the Listings Requirements of the JSE applicable to general issues of shares for cash is that the general issue for cash ordinary resolution must be approved by a 75% majority of the votes cast by shareholders present or represented by proxy at the annual general meeting and entitled to exercise voting rights on the resolution.

1.6 Non-binding advisory vote on remuneration policy
  The purpose of ordinary resolution 10 is to endorse, by way of a non-binding advisory vote, the remuneration policy elements in the remuneration report on pages 124 to 134 of the integrated annual report.

  The board is responsible for determining the remuneration of executive directors in accordance with the remuneration policy of the company. The remuneration committee assists the board in its responsibility for setting and administering remuneration policies in the company's long-term interests. The remuneration committee considers and recommends remuneration for all levels in the company, including the remuneration of senior executives and executive directors, and advises on the remuneration of non-executive directors. King III recommends that every year the company's remuneration policy should be tabled to shareholders for a non-binding advisory vote at the annual general meeting. This vote enables shareholders to express their views on the remuneration policies adopted and on their implementation. The remuneration committee prepared and the board considered and accepted the remuneration policy, as set out in the remuneration report on pages 124 to 134 of the integrated annual report, and shareholders are required to vote on it.

1.6.1 Ordinary resolution 10
  "Resolved that the company's remuneration policy, as set out in the remuneration report on pages 124 to 134 of the integrated annual report, be and is hereby endorsed by way of a non-binding advisory vote."

  In order for this resolution to be adopted, the support of more than 50% of the voting rights exercised on the resolution by shareholders present or represented by proxy at the annual general meeting and entitled to exercise voting rights on the resolution is required.

2. Special resolutions
2.1 To approve the non-executive directors' fees
  Section 66(8) (read with section 66(9)) of the Companies Act provides that, to the extent permitted in the company's memorandum of incorporation, the company may pay remuneration to its directors for their services as directors provided that such remuneration may only be paid in accordance with a special resolution approved by shareholders within the previous two years. Article 61 of the company's memorandum of incorporation provides that the directors shall be paid such remuneration as the company may from time to time determine in a general meeting. Article 61 further provides that any director who serves on a committee of the board or resides outside South Africa may be paid extra or additional remuneration or allowances over and above his or her remuneration as a director. The remuneration committee has considered the remuneration for non-executive directors and the board has accepted the recommendations of the remuneration committee.

2.1.1 Special resolution 1:
  "Resolved that the fees payable to the non-executive directors for their services to the board and committees of the board be revised with effect from 1 January 2012 as follows:

 
Non-executive directors' fees Present Proposed*
Chairman of the board (inclusive of    
board committee fees) R1 766 000 R1 783 000
Resident non-executive directors R230 000 R245 000
Non-resident non-executive directors £53 500 £55 000
Chairman of the audit committee    
(non-resident) £26 000 £26 700
Resident members of the audit    
committee R77 000 R90 000
Chairman of the remuneration    
committee (non-resident) £16 700 £17 150
Chairman of the social, ethics and    
transformation committee    
(previously called empowerment and    
transformation committee) (resident) R85 000 R90 000
Chairman of the risk and    
sustainability committee (resident) R85 000 R100 000
Chairman of the general purposes    
committee (resident) R85 000 R90 000
Chairman of the nomination    
committee (resident) R85 000 R90 000
Resident members of each of the    
board committees R58 000 R61 500
Non-resident members of each of    
the board committees £4 000 £4 100
  * Per calendar year, commencing on 1 January 2012, and subsisting until another special resolution dealing with the fees payable to non-executive directors is adopted, or this special resolution expires, whichever happens first."

  In order for this resolution to be adopted, the support of at least 75% of the voting rights exercised on the resolution by shareholders present or represented by proxy at the annual general meeting and entitled to exercise voting rights on the resolution is required.

2.2 Loans or other financial assistance to related or inter-related companies
  Section 45 of the Companies Act provides, among other things, that, except to the extent that the memorandum of incorporation of a company provides otherwise, the board may authorise the company to provide direct or indirect financial assistance (which includes lending money, guaranteeing a loan or other obligation and securing any debt or obligation) to a related or interrelated company or corporation, provided that such authorisation shall be made pursuant to a special resolution of the shareholders adopted within the previous two years, which approved such assistance either for the specific recipient or generally for a category of potential recipients and the specific recipient falls within that category.

2.2.1 Special resolution 2:
  "Resolved that the directors of the company be and are hereby authorised, in accordance with section 45 of the Companies Act, to authorise the company to provide direct or indirect financial assistance to any company which is related or inter-related to the company."

  In order for this resolution to be adopted, the support of at least 75% of the voting rights exercised on the resolution by shareholders present or represented by proxy at the annual general meeting and entitled to exercise voting rights on the resolution is required.

2.3 General authority to acquire the company's own shares
  Special resolution 3 is proposed to authorise the acquisition by the company or any subsidiary of the company of shares issued by the company.

  The board's intention is for the shareholders to pass a special resolution granting the company or its subsidiaries a general authority to acquire ordinary shares issued by the company in order to enable the company and its subsidiaries, subject to the requirements of the Companies Act, the Listings Requirements of the JSE and the company's memorandum of incorporation, to acquire ordinary shares issued by the company should the board consider that it would be in the interest of the company or its subsidiaries to acquire ordinary shares issued by the company while the general authority subsists.

2.3.1 Special resolution 3:
  "Resolved that the company and any subsidiary of the company be and are hereby authorised, subject to the provisions of the Companies Act, the Listings Requirements of the JSE and the company's memorandum of incorporation, to acquire ("repurchase"), as a general repurchase, up to 5% of the ordinary shares issued by the company; provided that the company and any subsidiary may only make such general repurchase subject to the following:

 
(a) the repurchase of securities being effected through the order book operated by the JSE trading system and done without any prior understanding or arrangement between the company and the counter party (reported trades are prohibited);
(b) authorisation thereto being given by the company's memorandum of incorporation;
(c) the approval shall be valid only until the next annual general meeting or for 15 months from the date of the resolution, whichever period is shorter;
(d) repurchases may not be made at a price greater than 10% above the weighted average of the market value for the securities for the five business days immediately preceding the date on which the transaction is effected;
(e) at any point in time, the company may only appoint one agent to effect any repurchase(s) on the company's behalf;
(f)

it is the opinion of the directors of the company that following a repurchase of shares:

the company and the group would be able in the ordinary course of business to pay its debts for a period of 12 months after the date of notice issued in respect of the annual general meeting;
the assets of the company and the group would be in excess of the liabilities of the company and the group. For this purpose, the assets and liabilities would be recognised and measured in accordance with the accounting policies used in the latest audited group annual financial statements;
the ordinary capital and reserves of the company and the group would be adequate for a period of 12 months after the date of notice issued in respect of the annual general meeting; and
the working capital of the company and the group would be adequate for a period of 12 months after the date of notice issued in respect of the
annual general meeting;
(g) a resolution by the board that they authorised the repurchase, that the company passed the solvency and liquidity test and that since the test was done there have been no material changes to the financial position of the group;
(h) the company or its subsidiary may not repurchase securities during a prohibited period as defined in paragraph 3.67 of the Listings Requirements of the JSE unless they have in place a repurchase programme where the dates and quantities of securities to be traded during the relevant period are fixed (not subject to any variation) and full details of the programme have been disclosed in an announcement over SENS prior to the commencement of the prohibited period; and
(i) the company and its subsidiaries, prior to undertaking a repurchase will obtain a working capital letter from its sponsor."


  In order for this resolution to be adopted, the support of at least 75% of the voting rights exercised on the resolution by shareholders present or represented by proxy at the annual general meeting and entitled to exercise voting rights on the resolution is required.

Disclosures in regard to other Listings Requirements of the JSE applying to special resolution 3

The Listings Requirements of the JSE prescribe certain disclosures, which are disclosed in the group audited annual financial statements and the integrated annual report as provided below:

Details of the directors

Directors' details can be found by referring to the profiles on pages 104 and 105 and the table on page 110.

Directors' responsibility statement

The directors collectively and individually accept full responsibility for the accuracy of the information given and certify that to the best of their knowledge and belief there are no facts that have been omitted which would make the statement false or misleading.

Interests of directors

The interests of the directors in the share capital of the company are set out on page 236 of the integrated annual report.

Major shareholders

Details of major shareholders of the company are set out on page 123 of the integrated annual report.

Share capital of the company

Details of the share capital of the company are set out on page 189 of the integrated annual report.

Material change

There has been no material change in the financial or trading position of the company and its subsidiaries since the date of publication of the company's annual results on 14 November 2011.

Litigation

The company and its subsidiaries are not, and have not, in the 12 months preceding the date of this notice of annual general meeting, been involved in any legal or arbitration proceedings which may have or have had a material effect on the financial position of the company and its subsidiaries, nor is the company aware of any such proceedings that are pending or threatened.

Certificated shareholders/dematerialised shareholders with own name registration.

Registered holders of certificated ordinary shares and holders of dematerialised ordinary shares in their own name, may attend, speak and vote at the annual general meeting or are entitled to appoint a proxy or more than one proxy to attend, speak and, on a poll, vote in his/her stead.

Registered holders of certificated 6% non-redeemable cumulative preference shares ("preference shares") and holders of dematerialised preference shares in their own name, may attend the annual general meeting and, in relation to special resolution 3 only, speak and vote or are entitled to appoint a proxy to attend the annual general meeting and, in relation to special resolution 3 only, speak and vote in his/her stead.

Any person appointed as a proxy need not be a shareholder of the company.

Proxy forms should be forwarded to reach the company's transfer secretaries, Link Market Services South Africa (Proprietary) Limited, 13th Floor, Rennie House, 19 Ameshoff Street, Braamfontein, Johannesburg 2001 (PO Box 4844, Johannesburg 2000) or United Kingdom registrars, Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6ZL, England, by not later than 12:30 (South African time) on Monday, 23 January 2012.

Dematerialised shareholders

Shareholders who have dematerialised their shares through a Central Securities Depositary Participant ("CSDP") or stockbroker, and who have not elected own-name registration and wish to attend the annual general meeting, should timeously inform their CSDP or stockbroker of their intention to attend the meeting and request such CSDP or stockbroker to issue them with the necessary authority to attend. If they do not wish to attend the annual general meeting, they may provide such CSDP or stockbroker with their voting instructions.

Voting rights

The ordinary shareholders are entitled to vote on all the resolutions set out above. On a show of hands, every ordinary shareholder who is present in person or by proxy at the annual general meeting will have one vote (irrespective of the number of ordinary shares held in the company) and, on a poll, every ordinary shareholder will have one vote for every ordinary share held or represented. The 6% non-redeemable cumulative preference shareholders ("preference shareholders") are entitled to vote only on special resolution 3. On a show of hands, every preference shareholder who is present in person or by proxy at the annual general meeting will have one vote (irrespective of the number of preference shares held in the company) and, on a poll, every preference shareholder will have forty votes for every preference share held or represented.

Identification

In terms of section 63(1) of the Companies Act, any person attending or participating in the annual general meeting must present reasonably satisfactory identification and the person presiding at the annual general meeting must be reasonably satisfied that the right of any person to participate in and vote whether as a shareholder or as a proxy for a shareholder has been reasonably verified. Acceptable forms of identification include valid identity documents, drivers' licences and passports.

Electronic participation by shareholders

Should any shareholder (or a proxy for a shareholder) wish to participate in the annual general meeting by way of electronic participation, that shareholder should make an application in writing (including details as to how the shareholder or its representative (including its proxy) can be contacted) to so participate to the transfer secretaries, at their address above, to be received by the transfer secretaries at least five business days prior to the annual general meeting in order for the transfer secretaries to arrange for the shareholder (or its representative or proxy) to provide reasonably satisfactory identification to the transfer secretaries for the purposes of section 63(1) of the Companies Act and for the transfer secretaries to provide the shareholder (or its representative or proxy) with details as to how to access any electronic participation to be provided. The company reserves the right not to provide for electronic participation at the annual general meeting in the event that it determines that it is not practical to do so. The costs of accessing any means of electronic participation provided by the company will be borne by the company.

By order of the board

B Ngwenya
Group company secretary

Sandton
20 December 2011