BARLOWORLD LIMITED                                                   K2024528179 (SOUTH AFRICA) PROPRIETARY LIMITED

 (Incorporated in the Republic of South Africa)                       (Incorporated in the Republic of South Africa)
 (Registration number 1918/000095/06)                                 (Registration number: 2024/528179/07)
 (JSE share code: BAW)                                                (“Newco” or the “Offeror”)
 (JSE ISIN: ZAE000026639)
 (Share code: BAWP)
 (A2X code: BAW)
 (JSE ISIN: ZAE000026647)
 (Bond issuer code: BIBAW)
 (“Barloworld” or the “Company”)



JOINT          ANNOUNCEMENT                 –    STANDBY      OFFER        WHOLLY         UNCONDITIONAL,            FINALISATION
ANNOUNCEMENT AND REVISED TIMETABLE

Unless otherwise defined in this announcement, capitalised words and expressions have the meanings given to them in the
Circular and Standby Offer Announcement (defined below).

1.          INTRODUCTION

            Barloworld Ordinary Shareholders are referred to:

     (i)      the joint firm intention announcement released on JSE Stock Exchange News Service (“SENS”) and A2X News Service
              (“ANS”) on Wednesday, 11 December 2024 and to the circular to Barloworld shareholders dated 29 January 2025
              (“Circular”) regarding the Newco Offer, which offer contemplated:

                   a.    the acquisition by Newco of all of the Barloworld Ordinary Shares, other than those held by the Excluded
                         Shareholders, by way of a scheme of arrangement in terms of section 114(1), read with section 115 of the
                         Companies Act and the Companies Regulations, for the Per Share Scheme Consideration, being ZAR120
                         (12000.00 cents) per Barloworld Ordinary Share; or


                   b.    if a Standby Offer Trigger Event occurred, an offer in terms of section 117(1)(c)(v) of the Companies Act,
                         read with the Companies Regulations;


     (ii)     the joint announcement released by Barloworld and Newco on SENS and ANS on Friday, 28 February 2025,
              advising Barloworld Ordinary Shareholders that the Standby Offer had been triggered and had become open for
              acceptance by Barloworld Ordinary Shareholders (“Standby Offer Announcement”);


     (iii) the joint announcement released by Barloworld and Newco on SENS on Tuesday, 30 June 2025, advising Barloworld
              Ordinary Shareholders that, amongst other things, Newco had waived the 90% Acceptance Condition with effect from
              the date on which the other Standby Offer Conditions are fulfilled (or, if applicable, waived), and that the Acceptance
              Date Deadline was extended and will only become effective once all other Standby Offer Conditions have been
              fulfilled (or, if applicable, waived);


     (iv) the joint announcement released by Barloworld and Newco on SENS on Thursday, 11 September 2025, updating
              Barloworld Ordinary Shareholders on the fulfilment of certain Standby Offer Conditions and advising Barloworld
              Ordinary Shareholders that the Longstop Date had been extended to 11 December 2025; and


     (v)      the joint announcement released by Barloworld and Newco on SENS on Tuesday, 30 September 2025, advising
              Barloworld Ordinary Shareholders that the parties had received competition regulatory approval for the transaction
              from the competition authorities in Angola.
2.   FULFILMENT OF STANDBY OFFER CONDITIONS

     On 1 October 2025, the parties agreed to waive the Standby Offer Condition relating to the receipt of competition
     regulatory approval by COMESA. As at the date of such waiver, no Material Adverse Change has occurred and no
     Superior Competing Barloworld Proposal has completed. Accordingly, in light of the waiver, all Standby Offer Conditions,
     as set out in paragraph 7.2 read with paragraph 6.3(a) of the Circular, have been fulfilled or waived and the Standby Offer
     has become unconditional.

3.   UPDATE ON ACCEPTANCES


     As at the date of this announcement, Newco has received Valid Acceptances of the Standby Offer in respect 77 595 744
     Barloworld Ordinary Shares, which equate to approximately 41.6% of all the Barloworld Ordinary Shares in issue
     (excluding Treasury Shares). This, together with the Newco’s and the Barloworld Foundation’s existing shareholdings,
     equates to 65.0% of the Barloworld Ordinary Shares in issue (excluding Treasury Shares).

4.   STANDBY OFFER PROCESS

     In accordance with Regulation 102(13) of the Takeover Regulations, a request for a compliance certificate in respect of
     the Standby Offer will be submitted to the TRP. Provided that the Newco receives the compliance certificate by no later
     than Tuesday, 7 October 2025, settlement of the Standby Offer will occur in accordance with the timetable set out in
     paragraph 5 below.


     Barloworld Ordinary Shareholders who still wish to accept the Standby Offer have until Wednesday, 15 October 2025
     (“Closing Date”), being at least 10 Business Days after the date of this announcement as required in terms of Regulation
     105(5), to accept the Standby Offer. The Standby Offer will close on the Closing Date and any Barloworld Ordinary
     Shareholders who have not accepted the Standby Offer by 12h00 on that date will no longer be able to accept the Standby
     Offer.

     Where Barloworld Ordinary Shareholders, their CSDPs or brokers have any questions in relation to the Standby Offer,
     they     should   refer   to   the   detailed   Frequently    Asked     Questions     on    the    Issuer’s   website   at
     https://barloworld.com/investors/standby-offer-faq/ or refer queries to Barloworld’s investor relation team at
     bawir@barloworld.com.


5.   REVISED DATES AND TIMES

     The Standby Offer will be implemented in accordance with the below timetable:


      Finalisation Date                                                                          Wednesday, 1 October 2025



      First payment date (Payment of Standby Offer                                               Wednesday, 8 October 2025
      Consideration to Barloworld Ordinary Shareholders who
      have accepted the Standby Offer by the Finalisation
      Date):


      Last day to trade in Barloworld Ordinary Shares in order                                         Friday, 10 October 2025
      to be able to accept the Standby Offer:



      Shares trade ex-entitlement to accept the Standby Offer                                      Monday, 13 October 2025


      Second payment date (Payment of Standby Offer                                             Wednesday, 15 October 2025
      Consideration to Barloworld Ordinary Shareholders who
      have accepted the Standby Offer by Friday, 10 October
      2025):
      Record date and the Standby Offer closes at 12:00 on                                                   Wednesday, 15 October 2025
      (Closing Date)



      Results of the Standby Offer announced on SENS and the                                                    Thursday, 16 October 2025
      ANS:



      Third payment date (Payment of Standby Offer                                                              Thursday, 16 October 2025
      Consideration to Barloworld Ordinary Shareholders who
      have accepted the Standby Offer by Wednesday, 15
      October 2025):


     Notes:

     1 The Standby Offer Consideration due to dematerialised shareholders who have validly accepted the Standby Offer on the Closing Date

     will be credited to their accounts with their Intermediaries within a period of six business days after the Closing Date.

     2 The Standby Offer Consideration due to certificated shareholders who have validly accepted the Standby Offer on the Closing Date

     (including by completing the relevant section of the Form of Acceptance and Transfer (pink)) will be settled by way of electronic funds
     transfer, within a period of six business days after the Closing Date.


6.   RESPONSIBILITY STATEMENTS

     The Independent Board

     The Independent Board (to the extent that the information relates to Barloworld), individually and collectively, accepts
     responsibility for the information contained in this announcement and certifies, to the best of its knowledge and belief,
     that the information contained in this announcement is true and that this announcement does not omit anything that is
     likely to affect the importance of the information included.


     Newco

     The board of directors of Newco (to the extent that the information relates to Newco), individually and collectively, accepts
     responsibility for the information contained in this announcement and certifies, to the best of its knowledge and belief,
     that the information contained in this announcement is true and that this announcement does not omit anything that is
     likely to affect the importance of the information included.


     Johannesburg

     1 October 2025

     Exclusive financial adviser, corporate broker and transaction sponsor to Barloworld
     Rand Merchant Bank (A division of FirstRand Bank Limited)

     Legal adviser to Barloworld
     DLA Piper

     Communications adviser to Barloworld
     ByDesign Communications

     Joint financial advisers to the Offeror
     Deutsche Bank
     The Standard Bank of South Africa Limited
     Tamela Holdings Proprietary Limited

     Legal adviser to the Offeror
     Bowmans

     South African legal adviser on competition law and legal due diligence to the Offeror
     Webber Wentzel

     International legal adviser on competition law and legal due diligence to the Offeror
     Ashurst

     Communications adviser to the Offeror
FTI Consulting