Barloworld Limited (JSE:BAW) News - Results of annual general meeting

Barloworld Limited
(Incorporated in the Republic of South Africa)
(Registration number 1918/000095/06)
(Income tax registration number 9000/051/71/5)
(Share code: BAW)
(JSE ISIN: ZAE000026639)
(Share code: BAWP)
(JSE ISIN: ZAE000026647)
(Namibian Stock Exchange share code: BWL)
("Barloworld" or the "Company")

RESULTS OF ANNUAL GENERAL MEETING

Shareholders are advised that the voting results for the annual general meeting (the “AGM”) of Barloworld held
virtually through online participation on Thursday, 10 February 2022 were as follows:

Ordinary shareholders

 Resolution                         Number of            As a          For**      Against**    Abstained***
                                      ordinary    percentage               %              %               %
                                  shares voted    of ordinary
                                                    shares in
                                                       issue*
                                                            %
 Ordinary resolution 1:            165 949 602          82.87          99.97            0.03           0.38
 Acceptance of annual financial
 statements
 Ordinary resolution 2:            166 649 801          83.22          76.53           23.47           0.03
 Re-election of Mr MD Lynch-
 Bell as a director
 Ordinary resolution 3:            132 886 111          66.36          99.98            0.02          16.89
 Re-election of Mr H Molotsi as
 a director
 Ordinary resolution 4:            132 886 111          66.36          99.98            0.02          16.89
 Re-election of Ms N Mokhesi as
 a director
 Ordinary resolution 5:            166 655 040          83.22          99.96            0.04           0.03
 Election of Dr NN Gwagwa as a
 director
 Ordinary resolution 6:            132 881 435          66.36          93.59            6.41          16.89
 Election of Ms HH Hickey as a
 member and Chair of the audit
 and risk committee
 Ordinary resolution 7:            166 649 965          83.22          76.07           23.93           0.03
 Election of Mr MD Lynch-Bell
 as a member of the audit and
 risk committee
 Ordinary resolution 8:            166 654 805          83.22          78.20           21.80           0.03
 Election of Ms NP Mnxasana
 as a member of the audit and
 risk committee
 Ordinary resolution 9:            166 654 805          83.22          98.64            1.36           0.03
Election of Mr HN Molotsi as a
member of the audit and risk
committee
Ordinary resolution 10:           166 632 225          83.21           98.65            1.35           0.04
Appointment of external
auditor
Ordinary resolution 11:           166 494 924          83.14           98.23            1.77            0.11
Non-binding advisory vote on
remuneration policy
Ordinary resolution 12:           166 015 961          82.90          98.38             1.62            0.35
Non-binding advisory vote on
remuneration implementation
report
Special resolution 1:
Approval of non-executive
directors’ fees
1.1 Chair of the board            166 627 327          83.21           82.52            17.48           0.04
1.2 Resident non-executive        166 623 327          83.21           86.24            13.76           0.04
directors
1.3 Lead Independent Director     166 620 327          83.21           99.97             0.03           0.04
1.4 Non-resident non-             166 597 107          83.19           97.82             2.18           0.06
executive directors
1.5 Resident Chair of the audit   166 620 262          83.21           99.98             0.02           0.04
and risk committee
1.6 Resident members of the       166 620 327          83.21           99.98             0.02           0.04
audit and risk committee
1.7 Non-resident members of       166 620 327          83.21           99.98             0.02           0.04
the audit and risk committee
1.8 Non-resident Chair of the     166 620 327          83.21           99.98             0.02           0.04
remuneration committee
1.9 Resident Chair of the         166 620 327          83.21           99.98             0.02           0.04
remuneration committee
1.10 Resident Chair of the        166 620 912          83.21           99.97             0.03           0.04
social, ethics and
transformation committee
1.11 Resident Chair of the        166 620 327          83.21           99.98             0.02           0.04
strategy and investment
committee
1.12 Resident Chair of the        166 620 327          83.21           99.97             0.03            0.04
nomination committee
1.13 Resident members of          166 623 262          83.21            99.97            0.03            0.04
each of the board committees
other than the audit and risk
committee
1.14 Non-resident members of      166 620 327          83.21             99.97           0.03             0.04
each of the board committees
 other than the audit and risk
 committee
 Special resolution 2:              166 632 347        83.21            99.98            0.02             0.04
 Approval of loans or other
 financial assistance to related
 or inter-related companies
 and corporations
 Special resolution 3:              166 613 447        83.20            99.99            0.01             0.05
 General authority to acquire
 the company’s own shares

*       Based on 200 249 906 ordinary shares in issue as at the date of the AGM.
**      In relation to the total number of ordinary shares voted at the AGM.
***     In relation to the total number of ordinary shares in issue as at the date of the AGM.

Preference shareholders

 Resolution                           Number of       Percentage             For**       Against**      Abstained***
                                      preference    of preference                %               %                 %
                                    shares voted         shares in
                                                           issue*
                                                                %
 Special resolution 3:                          0           0.00%            0.00%           0.00%            0.00%
 General authority to acquire
 the company’s own shares

*       Based on 375 000 preference shares in issue as at the date of the AGM.
**      In relation to the total number of preference shares voted at the AGM.
***     In relation to the total number of preference shares in issue as at the date of the AGM.

Based on the above voting results, all resolutions were passed by the requisite majority of shareholders represented
at the AGM.

11 February 2021

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

Date: 11-02-2022 02:37:00
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