BARLOWORLD LIMITED
Incorporated in the Republic of South Africa
Registration Number: 1918/000095/06
Share code: BAW ISIN: ZAE000026639
Share code: BAWP ISIN: ZAE000026647
Bond issuer code: BIBAW
“Barloworld” or the “Barloworld Group”


PROPOSED UNBUNDLING OF ZEDA LIMITED (“ZEDA”) BY BARLOWORLD LIMITED (“BARLOWORLD”) AND SEPARATE LISTING OF ZEDA ON THE
MAIN BOARD OF THE JSE LIMITED (“JSE”)
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO ANY JURISDICTION WHERE IT IS UNLAWFUL TO
DISTRIBUTE THIS ANNOUNCEMENT OR WOULD REQUIRE FURTHER ACTION FOR SUCH PURPOSE


1. INTRODUCTION
   Shareholders are advised that the board of directors of Barloworld (the Board) has resolved to unbundle and separately list the entire ordinary share capital
   of Zeda, a wholly-owned subsidiary of Barloworld, which currently houses Barloworld’s investment in its car rental and vehicle leasing business (the
   Unbundling). Zeda trades under the market leading “Avis” and “Budget” brands in South Africa and 10 other sub-Saharan African countries.
   Subject to the approval of the JSE Limited (JSE), the Unbundling will be implemented by way of the listing of 189,641,787 Zeda ordinary shares (the Zeda
   Distribution Shares), comprising 100% of the issued ordinary share capital of Zeda, on the Main Board of the JSE (the Listing) on Tuesday, 13 December,
   2022 (the Listing Date) and a pro rata distribution in specie of such JSE-listed Zeda Distribution Shares for no consideration, in terms of section 46 of the
   South African Companies Act, No. 71 of 2008 (the Companies Act) and section 46 of the South African Income Tax Act, No. 58 of 1962 (the Income Tax
   Act), to holders of Barloworld ordinary shares (Barloworld Ordinary Shares) entitled to receive this distribution (Barloworld Ordinary Shareholders) on
   Monday, 19 December, 2022 (the Unbundling Operative Date).
   Moreover, the Unbundling will be implemented on the basis that Barloworld Ordinary Shareholders recorded on the Barloworld share register at 17:00 (SAST)
   on Thursday, 15 December, 2022 (the Unbundling Record Date) will receive 1 Zeda Distribution Share for every 1 Barloworld Ordinary Share held.
   The pro rata distribution in specie of the Zeda Distribution Shares will be paid from sources other than “contributed tax capital” as contemplated in the Income
   Tax Act and shall accordingly constitute a “dividend” for purposes of the Income Tax Act.
2. BACKGROUND AND RATIONALE FOR THE UNBUNDLING
   In line with its communicated strategy, Barloworld is actively pivoting its portfolio towards defensive, relatively asset-light and cash generative industrial
   sectors, based on a business-to-business operating model. To date, Barloworld has divested of a number of businesses identified as non-core to its strategic
   ambition. The Unbundling is in line with this strategy.
   The Board believes that the decision to separate the business and operations of Barloworld and Zeda through the Unbundling will enable Zeda to execute on
   its own strategy and allow it to operate in a more focused and efficient manner, unshackled by the umbrella of Barloworld’s capital allocation framework. With
   competing demands of a geographically and technically diversified organisation, Zeda will benefit from a fully dedicated executive management team directly
   accountable to a dedicated board of directors. Consequently, the Board has approved the separation of Zeda from Barloworld.
   It is anticipated that the Unbundling will:
    • for Zeda:
         o    position Zeda as a distinct sub-Saharan African focused integrated mobility solutions provider;
         o    enable Zeda to pursue its growth strategy, with autonomy on accessing and allocating capital;
         o    improve management focus and flexibility to anticipate and react to changes within its market segment and economic landscape;
         o    provide enhanced governance and accountability regarding the formulation and implementation of Zeda’s strategy;
         o    optimize Zeda’s cost of capital and ability to drive a market leading return profile; and
         o    provide enhanced disclosure and transparency on Zeda’s activities and geographical presence;
    • for Barloworld:
         o    complete Barloworld’s non-core divestiture programme;
         o    streamline the activities of Barloworld;
         o    allow Barloworld to focus on its Industrial Equipment & Services and Consumer Industries pillars;
         o    deliver significant de-leveraging of the Barloworld balance sheet; and
         o    allow Barloworld to appropriately allocate resources in keeping with its strategy.
   The Unbundling will provide Barloworld Ordinary Shareholders with the opportunity to participate directly in the long-term prospects of both Zeda and
   Barloworld.
   Following the Unbundling, both Barloworld and Zeda will remain South African domiciled companies with their primary listings on the JSE.
3. INFORMATION ABOUT BARLOWORLD
   Barloworld was founded in 1902 and currently has operations in 16 countries around the world. Barloworld has a proven track record of maintaining long-term
   relationships with global principals and customers. Barloworld has an ability to develop and grow businesses in multiple geographies including challenging
   territories with high growth prospects.
   Barloworld has two primary operating divisions: (i) Industrial Equipment & Services; and (ii) Consumer Industries (food and ingredient solutions).
   Barloworld Equipment is the official dealer for the Cat® construction, mining and industrial machine range in eleven Southern African countries, and Equipment
   Eurasia represents our combined UK, Russian and Mongolian Caterpillar® operations.
   Barloworld’s Consumer Industries business, Ingrain, is Africa’s largest producer of unmodified and modified starch, glucose and related products. Ingrain
   produces a wide range of high-quality products for customers across Africa and around the world using maize as raw material. The products manufactured
   at Barloworld’s mills are essential ingredients in the manufacturing processes of various different products, in many industries such as food and beverages,
   paper manufacturing, pharmaceuticals, building materials and adhesives.
   For more information, please visit www.barloworld.com.
4. INFORMATION ABOUT ZEDA
  With over 55 years of experience and a diversified customer base, Zeda is an integrated vehicle mobility solutions provider, operating in South Africa and 10
  other countries across sub-Saharan Africa under the well-established, highly recognisable “Avis” and “Budget” global brands pursuant to a long-term licence
  secured from Avis Budget Group, Inc.
  The business of Zeda is structured around the following two integrated business segments:
   •    Car Rental Business – being the Zeda Group’s business segment that trades under the brand names “Avis” and “Budget” and generates rental revenue
        from offering short-term car rentals to a broad range of customers (including local leisure travelers, international inbound travellers, corporates,
        commercial partnerships, public sector entities, monthly subscribers, and short-term insurance and original equipment manufacturer (OEM)
        replacements) for periods ranging from one day up to (but less than) 12 months through an extensive network of 139 directly-operated, agency-operated
        and sub-licensee operated branches across South Africa and 9 other Sub-Saharan African countries (namely, Botswana, Namibia, Mozambique,
        Lesotho, Malawi, Angola, eSwatini, Zimbabwe and Zambia). This business segment offers the following options to its customers: (i) self-drive; (ii)
        chauffeur driven services; and (iii) corporate shuttle services in specific key locations. In addition to a customer’s car rental needs, complementary
        products and services (such as baby seats, GPS, bike racks and the Avis Safe Drive product) are available to a customer; and
   •    Leasing Business – being the Zeda Group’s business segment that trades as “Avis Fleet” and generates leasing revenue from offering long-term vehicle
        leasing solutions for periods of longer than 12 months to corporate customers, SMMEs and public sector entities (including national, provincial and local
        government) across South Africa and 6 other sub-Saharan African countries (namely, Namibia, Botswana, Mozambique, Lesotho, Zambia and Ghana).
        Services include the leasing of vehicles (from motorcycles to heavy commercial vehicles) with an average duration of 44 months and the sale of value-
        added products and services such as telematics, intelligent fuel management, fleet accident management, roadside assistance, insurance and managed
        maintenance. In addition, this business segment offers the administration of service and maintenance plans (either as Avis-branded plans or as OEM-
        branded plans).
5. THE PRE-LISTING STATEMENT AND ZEDA FY22 ANNUAL RESULTS PRESENTATION
  Further information regarding Zeda, the Unbundling and the Listing will be set out in a pre-listing statement (the Pre-Listing Statement) which is anticipated
  to be published by the Zeda board of directors on Monday, 28 November 2022 and will be accessible on Barloworld’s website at
  https://www.barloworld.com/investors/sens/ and Zeda’s website at www.zeda.co.za.
  In addition to the financial information included in the Pre-Listing Statement, and in order to provide Barloworld Ordinary Shareholders with the most current
  financial information available in respect of Zeda, Zeda intends to publish, simultaneously with the publication of the Pre-Listing Statement, reviewed
  condensed consolidated financial statements for the year ended 30 September 2022. The reviewed condensed consolidated financial statements for the year
  ended 30 September 2022 will be available on Zeda’s website: www.zeda.co.za.
6. EXPECTED TIMETABLE OF PRINCIPAL EVENTS
  The following indicative timetable sets out expected dates for the implementation of the Unbundling and the Listing.
                                                                                                                                       2022
   Publication of the Pre-Listing Statement and declaration information                                                                Monday, 28 November
   Abridged Pre-Listing Statement published on SENS                                                                                    Monday, 28 November
   Pre-Listing Statement posted to Barloworld Ordinary Shareholders                                                                    Monday, 28 November
   Publication of Zeda’s reviewed condensed consolidated financial statements for the year ended 30                                    Monday, 28 November
   September 2022 on Zeda’s website: www.zeda.co.za
   Last day to trade for Barloworld Ordinary Shareholders to be entitled to participate in the Unbundling                              Monday, 12 December
   Listing of Zeda Distribution Shares on the JSE under the share code ZZD and ISIN ZAE000315768                                       Tuesday, 13 December
   expected at commencement of trade
   Barloworld Ordinary Shares commence trading “ex” entitlement to Zeda Distribution Shares                                            Tuesday, 13 December
   Announcement of specified ratio in respect of apportionment of costs/base costs of Zeda Distribution                                by 11:00 on Wednesday, 14 December
   Shares for taxation/CGT purposes released on SENS
   Unbundling Record Date to receive JSE-listed Zeda Distribution Shares pursuant to the Unbundling                                    17:00 on Thursday, 15 December
   Publish the closing prices of Barloworld Ordinary Shares and Zeda Shares after market close on SENS                                 Thursday, 15 December
   Unbundling Operative Date, being the date on which JSE-listed Zeda Distribution Shares are unbundled to                             Monday, 19 December
   Barloworld Ordinary Shareholders
   Barloworld Ordinary Shareholders’ CSDP and/or Broker Accounts expected to be updated and credited with                              Monday, 19 December
   JSE-listed Zeda Distribution Shares
   Notes:
   1.   The expected dates and times listed above may be subject to change. Any material changes to the above dates and times will be released on SENS.
   2.   All references to times shown in this announcement are to South African standard time.
   3.   There may be no rematerialisation or dematerialisation of Barloworld Ordinary Shares between Tuesday, 13 December, 2022 and Thursday, 15 December, 2022, both days inclusive.

7. APPROVALS
  Barloworld shareholder approval is not required for the Unbundling under the Companies Act and the listings requirements of the JSE (the Listings
  Requirements).
  Barloworld has obtained approval from the South African Reserve Bank for the Unbundling and the Listing.
  Barloworld and Zeda have made an application to the JSE for the Listing under the abbreviated name “Zeda”, share code ZZD and ISIN ZAE000315768, with
  the Listing anticipated to take place with effect from the commencement of business on Tuesday, 13 December, 2022.
8. TRADING AND SETTLEMENT
  Barloworld Ordinary Shareholders will be delivered their respective JSE-listed Zeda Distribution Shares in dematerialised form only. Accordingly, all Barloworld
  Ordinary Shareholders must appoint a CSDP under the terms of the South African Financial Markets Act, No. 19 of 2012, directly or through a broker, to
  receive Zeda Distribution Shares on their behalf.
  Should a Barloworld Ordinary Shareholder require a physical share certificate for its Zeda Distribution Shares, it will have to materialise its Zeda Distribution
  Shares following the Unbundling and should contact its CSDP or Zeda’s transfer secretaries, namely JSE Investor Services South Africa Proprietary Limited
  to do so.
  Documents of title in respect of Barloworld Ordinary Shares held are not required to be surrendered in order to receive the Zeda Distribution Shares.
9. TAX AND EXCHANGE CONTROL REGULATIONS
  The Unbundling and the Listing are governed by the laws of South Africa and are subject to applicable South African laws and regulations, including the
  exchange control regulations. Any Barloworld Ordinary Shareholder who is in doubt as to their position with respect to the Unbundling and/or the Listing in
  any jurisdiction, including, without limitation, their tax status, should consult an appropriate independent professional advisor in the relevant jurisdiction without
  delay.
10. FOREIGN SHAREHOLDERS
  No action has been taken by Barloworld or Zeda to obtain any approval, authorisation or exemption to permit the distribution of the Zeda Distribution Shares
  or the possession or distribution of the Pre-Listing Statement (or any other publicity material relating to the Zeda Distribution Shares) in any jurisdictions other
  than South Africa, the United States of America (US) and the United Kingdom of Great Britain and Ireland (UK).
  The Unbundling is being conducted under the procedural requirements and disclosure standards of South Africa which may be different from those applicable
  in other jurisdictions. The legality of the Unbundling to persons resident or located in jurisdictions outside of South Africa (Foreign Shareholder) may be
  affected by the laws of the relevant jurisdiction. Such persons should consult their professional advisors and inform themselves about any applicable legal
  requirements, which they are obligated to observe. It is the responsibility of any such person wishing to participate in the Unbundling to satisfy themselves as
  to the full observance of the laws of the relevant jurisdiction in connection therewith.
  In respect of Foreign Shareholders resident in the US, the distribution of the Zeda Distribution Shares in terms of the Unbundling meets the conditions of Staff
  Legal Bulletin No. 4 of the staff of the SEC for “spin-off” transactions and accordingly the distribution of the Zeda Distribution Shares is being conducted
  without registration under the US Securities Act and Foreign Shareholders resident in the US are eligible, if the Unbundling is implemented, to receive Zeda
  Distribution Shares.
  The Pre-Listing Statement will not constitute a prospectus for the purposes of Regulation (EU) 2017/1129 as it forms part of domestic law in the UK by virtue
  of the European Union (Withdrawal) Act 2018, as amended (as amended or supplemented, the UK Prospectus Regulation). In terms of the Unbundling, the
  Zeda Distribution Shares will not: (i) be admitted to trading on a regulated market situated or operating in the United Kingdom; and (ii) be “offered to the public”
  in the UK (other than pursuant to one or more of the exemptions set out in Article 1(4) of the UK Prospectus Regulation).
  The Pre-Listing Statement will not constitute a prospectus for the purposes of Regulation (EU) 2017/1129 (as amended or supplemented) (the EU Prospectus
  Regulation). In terms of the Unbundling, the Zeda Distribution Shares will not: (i) be admitted to trading on a regulated market situated or operating in the
  European Economic Area; and (ii) be offered to the public in the European Economic Area (other than pursuant to one or more of the exemptions set out in
  Article 1(4) of the EU Prospectus Regulation).
  Foreign Shareholders are reminded that they may dispose of their Barloworld Ordinary Shares prior to the last date to trade, anticipated to be Tuesday, 12
  December 2022, in which case they will not participate in the Unbundling.
  Foreign Shareholders are referred to the Pre-Listing Statement for further detail regarding treatment of Foreign Shareholders in connection with the
  Unbundling.
11. DISCLAIMER
  The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law and therefore persons into whose possession
  this announcement comes should inform themselves about and observe any such applicable restrictions and requirements. Any failure to comply with these
  restrictions or requirements may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, Barloworld
  disclaims any responsibility or liability for violation of such restrictions or requirements by any person. No action has been taken or will be taken to permit an
  offering of any shares or the possession or distribution of this document (or any other offering or publicity materials relating to the Zeda Distribution Shares)
  in any jurisdiction where action for that purpose may be required or doing so is restricted or prohibited by law.
  This announcement does not constitute an offer or form part of any offer or invitation to purchase, subscribe for, sell or issue, or a solicitation of any offer to
  purchase, subscribe for, sell or issue, any securities including the Zeda Distribution Shares (whether pursuant to this announcement or otherwise) in any
  jurisdiction, including an offer to the public or section of the public in any jurisdiction. Consequently, this announcement does not comprise a prospectus or a
  prospectus equivalent announcement in any jurisdiction, nor does it constitute an advertisement of an offer as envisaged in the Companies Act or in any
  jurisdiction.
  Certain statements contained in this announcement, other than historical facts, constitute or may be deemed to constitute, ‘forward-looking statements’. These
  forward-looking statements are not based on historical facts, but rather reflect current expectations concerning future results and events and generally may
  be identified by the use of forward-looking words or phrases such as ‘believes’, ‘expects’, ‘aims’, ‘estimates’, ‘anticipates’, ‘may’, ‘should’, ‘could’, ‘intends’,
  ‘plans’, ‘seeks’ or words of similar import. Examples of forward-looking statements include statements regarding a future financial position or future profits,
  dividends, cash flows, corporate strategy, estimates of capital expenditures, acquisition strategy, or future capital expenditure levels, and other economic
  factors, such as, amongst other things, interest and exchange rates. By their nature, forward-looking statements involve risks and uncertainties because they
  relate to events and depend on circumstances that may or may not occur in the future. Barloworld cautions that forward-looking statements are not guarantees
  of future performance or results. Actual results, performance or achievements of Zeda, or industry results, may be materially different from any future results,
  performance or achievements expressed or implied by such forward-looking statements. Barloworld expressly disclaims any duty, and do not intend to release
  publicly any updates or revisions to these forward-looking statements to reflect events, circumstances or unanticipated events occurring after the date of this
  announcement except as required by law or by any appropriate regulatory authority. In light of these risks and uncertainties, there can be no assurance that
  the results and events contemplated by the forward-looking statements contained in this announcement will in fact transpire.


  Sandton
  21 November 2022


  Corporate and Transaction Sponsor
  Nedbank Corporate and Investment Banking, a division of Nedbank Limited


  Financial Advisor to Barloworld
  Goldman Sachs International


  Legal Advisor to Barloworld and Zeda
  Bowmans


  Enquiries:
  Nwabisa Piki
  Group Investor Relations Tel: +27 64 880 6872
  E-mail: nwabisap@barloworld.com