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252 Letter from chairman
Dear shareholder
I look forward to welcoming you at the meeting.
I have pleasure in inviting you to attend the 95th annual general meeting (AGM) of Barloworld Limited, to be held in the Tokyo Meeting room, Barloworld Corporate Office, 180 Katherine Street, Sandton, on Wednesday, 25 January 2012 at 12:30.
t notice of AGM setting out the resolutions to be proposed at Adv DB Ntsebeza SC
t a “shareholders’ diary” with map indicating the location of Head office
PO Box 782248, Sandton 2146, South AfricaTel: +27 11 445 1000 If you are unable to attend, you can, as a shareholder, exercise your right to take part in the proceedings by complying with the Barloworld Limited (Reg No 1918/000095/06) I would also like to draw your attention to your right to raise Directors
questions, at the appropriate time, during the meeting. As it may not be possible to answer every question that members 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.
SB Pfeiffer^G Rodriguez de Castro Garcia de los Rios† t returned to the Group Company Secretary: 180 Katherine Street, Sandton (PO Box 782248, Sandton 2146, South Africa); or by email bethueln@barloworld.com to be received no later than 12:30 Thursday, 19 January 2012; or *British ^American Spanish t  faxed, together with the form of proxy, to our transfer secretaries in South Africa: Link Market Services South Africa Company secretary
-JNJUFEUI'MPPS3FOOJF)PVTF"NFTIPGG Street, Braamfontein, Johannesburg 2001 (PO Box 4844, Johannesburg 2000) Fax: +27 11 834 4398 to be received no later than 12:30 Monday, 23 January 2012; or t lodged, together with the form of proxy, at our registrars in UIF6OJUFE,JOHEPN&RVJOJUJ-JNJUFE"TQFDU)PVTF4QFODFSRoad, Lancing, West Sussex, BN99 6DA, England to be received no later than 12:30 Monday, 23 January 2012; or t handed in at the time of registering attendance at the Barloworld Limited integrated annual report 2011 Question form for annual general meeting
Barloworld Limited integrated annual report 2011 254 Shareholders’ diary and map
Reports and profit statements
Published
Dividends Declared
Details of final dividend declared
Share certificates may not be dematerialised or rematerialised between Monday, 9 January 2012, and Friday, 13 January 2012, both days inclusive.
The map below indicates the location of Barloworld Limited, Sandton, where the annual general meeting will be held: 180 Katherine Street
Sandton, 2146

GPS Coordinates
26°05'58.55"S
28°04'43.08"E

Barloworld Limited integrated annual report 2011 Notice of annual general meeting
Barloworld Limited
Re-election of directors
(Incorporated in the Republic of South Africa) 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 Notice is hereby given that the ninety-fifth annual general meeting of shareholders of the company will be held in Ms SS Mkhabela and Messrs PJ Blackbeard, SS Ntsaluba, the  Tokyo Meeting Room, Barloworld Corporate Office, SB Pfeiffer and G Rodriguez de Castro Garcia de los Rios 180 Katherine Street, Sandton, on Wednesday, 25 January 2012, are required to retire by rotation and they have offered at 12:30 for the purpose of considering the following business and if deemed fit, to pass, with or without modification, the Ordinary resolutions 2 to 6 are proposed to re-elect the directors who retire as directors of the company The record date on which shareholders must be recorded as by  rotation in accordance with the company’s such in the register maintained by the transfer secretaries of the memorandum of incorporation and who, being eligible company for the purposes of determining which shareholders for re-election, offer themselves for re-election.
are entitled to attend and vote at the annual general meeting is Brief biographical information of each of the retiring directors is set out on page 104 of the integrated annual 1. Ordinary
resolutions
Acceptance of annual financial statements
Ordinary resolution 1 is proposed to receive and accept The nomination committee of the company conducted the group audited annual financial statements for the an assessment of the performance of each of the retiring year ended 30 September 2011, including the directors’ directors and the board of directors of the company report, the report of the auditors and the report of the (“the board”) considered the findings of the nomination audit committee thereon. The financial statements, committee. Based on these findings, the board the directors’ report, the report of the auditors and the recommends to shareholders the re-election of each of report of the audit committee are set out on pages 144 the retiring directors as set out in ordinary resolutions 2 to 245 of the integrated annual report.
“Resolved that the group audited annual financial “Resolved that Ms SS Mkhabela, who retires in terms of statements for the year ended 30 September 2011, article 66 of the memorandum of incorporation of the including the directors’ report, the report of the auditors company and who is eligible and available for re- and the report of the audit committee thereon be and election, be and is hereby elected as a director of In order for this resolution to be adopted, the support of In order for this resolution to be adopted, the support of more than 50% of the voting rights exercised on the more than 50% of the voting rights exercised on the resolution by shareholders present or represented by resolution by shareholders present or represented by proxy at the annual general meeting and entitled to proxy at the annual general meeting and entitled to exercise voting rights on the resolution is required.
exercise voting rights on the resolution is required.
Barloworld Limited integrated annual report 2011 256 Notice of annual general meeting continued
Election of audit committee
“Resolved that Mr PJ Blackbeard, who retires in terms of Ordinary resolution 7 is proposed to elect an audit article 66 of the memorandum of incorporation of the committee in terms of section 94(2) of the Companies company and who is eligible and available for re-election, Act, No 71 of 2008 (as amended) (“the Companies be and is hereby elected as a director of the company.” Act”) and the King Report on Corporate Governance for In order for this resolution to be adopted, the support of more than 50% of the voting rights exercised on the Section 94 of the Companies Act requires that, at each resolution by shareholders present or represented by annual general meeting, shareholders of the company proxy at the annual general meeting and entitled to must elect an audit committee comprising at least three exercise voting rights on the resolution is required.
The nomination committee conducted an assessment of “Resolved that Mr SS Ntsaluba, who retires in terms of the performance and independence of each of the article 66 of the memorandum of incorporation of the directors proposed to be members of the audit committee company and who is eligible and available for re- and the board considered and accepted the findings of the election, be and is hereby elected as a director 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 In order for this resolution to be adopted, the support of to King III and that they possess the required qualifications more than 50% of the voting rights exercised on the and experience as prescribed in Regulation 42 of the resolution by shareholders present or represented by Companies Act Regulations, 2011, which requires that at proxy at the annual general meeting and entitled to least one-third of the members of a company’s audit exercise voting rights on the resolution is required.
committee at any particular time must have academic qualifications or experience in economics, law, corporate governance, finance, accounting, commerce, industry, “Resolved that Mr SB Pfeiffer, who retires in terms of public affairs or human resource management. article 66 of the memorandum of incorporation of the company and who is eligible and available for re-election, Brief biographical notes of each member standing be and is hereby elected as a director of the company.” for  election are set out on pages 104 and 105 of the 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 “Resolved that an audit committee comprising the proxy at the annual general meeting and entitled to independent and non-executive directors set out below exercise voting rights on the resolution is required.
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 “Resolved that Mr G Rodriguez de Castro Garcia responsibilities stipulated in section 94(7) of the de  los  Rios, who retires in terms of article 66 of the Companies Act and in King III and to perform such other memorandum of incorporation of the company and duties and responsibilities as may from time to time be 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 Subject to his election as a director pursuant to ordinary resolution 4.” proxy at the annual general meeting and entitled to exercise voting rights on the resolution is required.
Barloworld Limited integrated annual report 2011 In order for this resolution to be adopted, the support of Placing the authorised but unissued shares under
more than 50% of the voting rights exercised on the the control of the directors
resolution by shareholders present or represented by The purpose of ordinary resolution 9 is to place 5% of proxy at the annual general meeting and entitled to the company’s authorised but unissued shares under the exercise voting rights on the resolution is required.
control of the directors of the company and to authorise the directors of the company to allot, issue, grant Appointment of external auditors
options over or otherwise deal with those shares as they 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 “Resolved that, subject to the provisions of the conclusion of the next annual general meeting, and to Companies Act, the Listings Requirements of the JSE authorise the directors to determine their remuneration.
and the company’s memorandum of incorporation, as a general authority valid until the date of the next annual Subject to the passing of the resolution, Mr G Berry general meeting of the company and provided that it will be the individual registered auditor who will shall not extend past 15 months from the date of this undertake the audit during the financial year ending 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, Section 90(1) of the Companies Act requires the issue, grant options over or otherwise deal with or company to appoint an auditor each year at its annual dispose of to such persons at such times and on such general meeting. The audit committee conducted an terms and conditions and for such consideration, assessment of the performance and the independence whether payable in cash or otherwise, as the directors 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 the ordinary shares must be issued only to public section  22 of the Listings Requirements of the JSE shareholders (as defined in the Listings Requirements Limited (“JSE”), and the board considered and accepted of the JSE) and not to related parties (as defined in the findings. The board is satisfied that the proposed external auditors and Mr G Berry comply with the ordinary shares which are the subject of issues for relevant provisions and are duly accredited by the JSE.
in the aggregate in any one financial year may not exceed 5% of the company’s ordinary shares “Resolved that Deloitte & Touche be appointed as the external auditors of the company and of the group for will be aggregated with any securities that are the financial year ending 30 September 2012 and to compulsorily convertible into ordinary shares, remain in office until the conclusion of the next annual and, in the case of the issue of compulsorily general meeting, and that their remuneration for convertible securities, aggregated with the the  financial year ended 30 September 2011 and the securities of that class into which they are financial year ending 30 September 2012 be determined as regards the number of ordinary shares which may be issued (the 5% number), shall be based In order for this resolution to be adopted, the support of on the number of ordinary shares in issue added more than 50% of the voting rights exercised on the to those that may be issued in future (arising resolution by shareholders present or represented by from the conversion of options/convertible proxy at the annual general meeting and entitled to securities), at the date of such application, exercise voting rights on the resolution is required.
(1) less any ordinary shares issued, or to be issued Barloworld Limited integrated annual report 2011 258 Notice of annual general meeting continued
in future arising from options/convertible Non-binding advisory vote on remuneration policy
securities issued, during the current financial The purpose of ordinary resolution 10 is to endorse, by year, plus (2) any ordinary shares to be issued way of a non-binding advisory vote, the remuneration pursuant to: (aa) a rights issue which has policy elements in the remuneration report on pages 124 been  announced, is irrevocable and is fully to 134 of the integrated annual report.
underwritten; or (bb) acquisition (which had final terms announced) may be included as The board is responsible for determining the remuneration though they were securities in issue at the date of executive directors in accordance with the remuneration policy of the company. The remuneration committee the maximum discount at which ordinary shares may assists the board in its responsibility for setting and be issued is 10% of the weighted average traded administering remuneration policies in the company’s price on the JSE of the company’s ordinary shares long-term interests. The remuneration committee over the 30 business days prior to the date that the considers and recommends remuneration for all levels in price of the issue is agreed between the company the company, including the remuneration of senior and the party subscribing for securities.” executives and executive directors, and advises on the remuneration of non-executive directors. King III The Listings Requirements of the JSE require that after recommends that every year the company’s remuneration the company has issued ordinary shares for cash which policy should be tabled to shareholders for a non-binding represent, on a cumulative basis within a financial year, advisory vote at the annual general meeting. This vote 5% of the number of ordinary shares in issue prior to enables shareholders to express their views on the that issue, the company shall publish an announcement remuneration policies adopted and on their containing full details of the issue, including: (a) the implementation. The remuneration committee prepared number of ordinary shares issued; (b) the average and the board considered and accepted the remuneration discount to the weighted average traded price of policy, as set out in the remuneration report on pages 124 the company’s ordinary shares over the 30 business days to 134 of the integrated annual report, and shareholders 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 “Resolved that the company’s remuneration policy, as share, earnings per share, headline earnings per share set out in the remuneration report on pages 124 to 134 and, if applicable, diluted earnings and headline 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 In order for this resolution to be adopted, the support of more than 50% of the voting rights exercised on the more than 50% of the voting rights exercised on the resolution by shareholders present or represented by resolution by shareholders present or represented by proxy at the annual general meeting and entitled to proxy at the annual general meeting and entitled to exercise voting rights on the resolution is required in exercise voting rights on the resolution is required.
terms of the company’s memorandum of incorporation. )PXFWFS POF PG UIF SFRVJSFNFOUT PG UIF -JTUJOHT 2. Special
resolutions
Requirements of the JSE applicable to general issues of To approve the non-executive directors’ fees
shares for cash is that the general issue for cash ordinary Section 66(8) (read with section 66(9)) of the Companies resolution must be approved by a 75% majority of the Act provides that, to the extent permitted in the company’s votes cast by shareholders present or represented by memorandum of incorporation, the company may pay proxy at the annual general meeting and entitled to remuneration to its directors for their services as directors exercise voting rights on the resolution.
provided that such remuneration may only be paid in Barloworld Limited integrated annual report 2011 accordance with a special resolution approved by In order for this resolution to be adopted, the support of shareholders within the previous two years. Article 61 of at least 75% of the voting rights exercised on the the company’s memorandum of incorporation provides resolution by shareholders present or represented by that the directors shall be paid such remuneration as the proxy at the annual general meeting and entitled to company may from time to time determine in a general exercise voting rights on the resolution is required.
meeting. Article 61 further provides that any director who serves on a committee of the board or resides outside Loans or other financial assistance to related or
South Africa may be paid extra or additional remuneration inter-related companies
or allowances over and above his or her remuneration as a Section 45 of the Companies Act provides, among other director. The remuneration committee has considered the things, that, except to the extent that the memorandum remuneration for non-executive directors and the board of incorporation of a company provides otherwise, the has accepted the recommendations of the remuneration 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 inter- “Resolved that the fees payable to the non-executive related company or corporation, provided that such directors for their services to the board and committees authorisation shall be made pursuant to a special of the board be revised with effect from 1 January 2012 resolution of the shareholders adopted within the previous two years, which approved such assistance either for the specific recipient or generally for a category Non-executive directors’ fees
Proposed*
of potential recipients and the specific recipient falls “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.” Chairman of the remuneration committee (non-resident) 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.
Chairman of the risk and sustainability committee (resident) General authority to acquire the company’s own
Special resolution 3 is proposed to authorise the acquisition by the company or any subsidiary of the company of Resident members of each of the board committees 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 * Per calendar year, commencing on 1 January 2012, and subsisting shares issued by the company in order to enable the until another special resolution dealing with the fees payable to company and its subsidiaries, subject to the requirements non-executive directors is adopted, or this special resolution expires, whichever happens first.” Barloworld Limited integrated annual report 2011 260 Notice of annual general meeting continued
of the Companies Act, the Listings Requirements of the group. For this purpose, the assets and liabilities JSE and the company’s memorandum of incorporation, would be recognised and measured in accordance to acquire ordinary shares issued by the company with the accounting policies used in the latest should the board consider that it would be in the audited group annual financial statements; interest of the company or its subsidiaries to acquire t the ordinary capital and reserves of the company and the group would be adequate for a period of ordinary shares issued by the company while the 12 months after the date of notice issued in respect of the annual general meeting; and t the working capital of the company and the group would be adequate for a period of 12 months “Resolved that the company and any subsidiary of the after the date of notice issued in respect of the company be and are hereby authorised, subject to the  provisions of the Companies Act, the Listings a resolution by the board that they authorised the Requirements of the JSE and the company’s memorandum repurchase, that the company passed the solvency of incorporation, to acquire (“repurchase”), as a general and liquidity test and that since the test was done repurchase, up to 5% of the ordinary shares issued by the there have been no material changes to the financial company; provided that the company and any subsidiary may only make such general repurchase subject to the 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 the repurchase of securities being effected through JSE unless they have in place a repurchase programme the order book operated by the JSE trading system where the dates and quantities of securities to be and done without any prior understanding or traded during the relevant period are fixed (not arrangement between the company and the counter subject to any variation) and full details of the programme have been disclosed in an announcement authorisation thereto being given by the company’s over SENS prior to the commencement of the the approval shall be valid only until the next annual the company and its subsidiaries, prior to undertaking general meeting or for 15 months from the date of a repurchase will obtain a working capital letter from the resolution, whichever period is shorter; repurchases may not be made at a price greater than 10% above the weighted average of the market In order for this resolution to be adopted, the support of at least value for the securities for the five business days 75% of the voting rights exercised on the resolution by immediately preceding the date on which the shareholders present or represented by proxy at the annual general meeting and entitled to exercise voting rights on the at any point in time, the company may only appoint one agent to effect any repurchase(s) on the Disclosures in regard to other Listings Requirements of
it is the opinion of the directors of the company that the JSE applying to special resolution 3
The Listings Requirements of the JSE prescribe certain disclosures, t the company and the group would be able in the which are disclosed in the group audited annual financial ordinary course of business to pay its debts for a statements and the integrated annual report as provided below: period of 12 months after the date of notice issued in respect of the annual general meeting; t the assets of the company and the group would be in excess of the liabilities of the company and the Barloworld Limited integrated annual report 2011 Details of the directors
Registered holders of certificated 6% non-redeemable Directors’ details can be found by referring to the profiles on cumulative preference shares (“preference shares”) and pages 104 and 105 and the table on page 110.
holders of dematerialised preference shares in their own name, may attend the annual general meeting and, in Directors’ responsibility statement
relation to special resolution 3 only, speak and vote or are The directors collectively and individually accept full responsibility entitled to appoint a proxy to attend the annual general for the accuracy of the information given and certify that to the meeting and, in relation to special resolution 3 only, speak best of their knowledge and belief there are no facts that have been omitted which would make the statement false or Any person appointed as a proxy need not be a shareholder Interests of directors
The interests of the directors in the share capital of the company Proxy forms should be forwarded to reach the company’s are set out on page 236 of the integrated annual report.
transfer secretaries, Link Market Services South Africa  -JNJUFE UI 'MPPS 3FOOJF )PVTF  "NFTIPGG Major shareholders
Street, Braamfontein, Johannesburg 2001 (PO Box 4844, Details of major shareholders of the company are set out on Johannesburg 2000) or United Kingdom registrars, Equiniti page 123 of the integrated annual report.
-JNJUFE "TQFDU )PVTF 4QFODFS 3PBE -BODJOH 8FTU 4VTTFYBN99 6ZL, England, by not later than 12:30 (South African time) Share capital of the company
Details of the share capital of the company are set out on page 189 of the integrated annual report.
Dematerialised shareholders
Shareholders who have dematerialised their shares through a Material change
Central Securities Depositary Participant (“CSDP”) or stockbroker, There has been no material change in the financial or trading and who have not elected own-name registration and wish to position of the company and its subsidiaries since the attend the annual general meeting, should timeously inform date  of  publication of the company’s annual results on 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 Litigation
attend the annual general meeting, they may provide such The company and its subsidiaries are not, and have not, in the CSDP or stockbroker with their voting instructions.
12 months preceding the date of this notice of annual general meeting, been involved in any legal or arbitration proceedings Voting rights
which may have or have had a material effect on the financial The ordinary shareholders are entitled to vote on all the position of the company and its subsidiaries, nor is the company resolutions set out above. On a show of hands, every ordinary aware of any such proceedings that are pending or threatened.
shareholder who is present in person or by proxy at the annual general meeting will have one vote (irrespective of the number Certificated shareholders/dematerialised shareholders
of ordinary shares held in the company) and, on a poll, every with own name registration.
ordinary shareholder will have one vote for every ordinary Registered holders of certificated ordinary shares and share held or represented. The 6% non-redeemable cumulative holders of dematerialised ordinary shares in their own preference shareholders (“preference shareholders”) are name, may attend, speak and vote at the annual general entitled to vote only on special resolution 3. On a show of meeting or are entitled to appoint a proxy or more than one hands, every preference shareholder who is present in person proxy to attend, speak and, on a poll, vote in his/her stead. 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.
Barloworld Limited integrated annual report 2011 262 Notice of annual general meeting continued
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 B Ngwenya
Barloworld Limited integrated annual report 2011 Form of proxy
Barloworld Limited
(Incorporated in the Republic of South Africa) Company registration number 1918/000095/06 JSE code: BAW ISIN code: ZAE000026639 (“the company”) For use by registered holders of certificated ordinary shares of R0.05 each in the company (“ordinary shares”) and certificated 6% non-redeemable cumulative preference shares of R2.00 each in the company (“preference shares”) and holders of dematerialised ordinary shares in their own name and dematerialised preference shares in their own name at the annual general meeting to be held in the Tokyo Meeting Room, Barloworld Corporate Office, 180 Katherine Street, Sandton, on Wednesday, 25 January 2012 at 12:30 (South African time).
)PMEFSTPGTIBSFTJOUIFDPNQBOZ XIFUIFSDFSUJåDBUFEPSEFNBUFSJBMJTFE UISPVHIBOPNJOFFNVTUOPUDPNQMFUFUIJTGPSNPGQSPYZCVUTIPVMEJOGPSNUIBUOPNJOFFtimeously, or, if applicable, their Central Securities Depository Participant (“CSDP”) or stockbroker of their intention to attend the annual general meeting and request such nominee, CSDP or stockbroker to issue them with the necessary authorisation to attend or provide such nominee, CSDP or stockbroker with their voting instructions should they not wish to attend the annual general meeting in person. Such shareholders must not return this form of proxy to the transfer secretaries.
I/We(Please insert full names in print)of(Please insert address) hereby appoint the chairman of the annual general meeting, as my/our proxy to attend, speak and vote for me/us and on my/our behalf at the annual general meeting which will be held for the purpose of considering and, if deemed fit, passing, with or without modification, the ordinary and special resolution(s) to be proposed at the meeting and at each adjournment of the annual general meeting and to vote for or against such resolutions or to abstain from voting in respect of the ordinary shares or the preference shares registered in my/our name, in accordance with the following instructions (see note 9).
Part A – To be completed by ordinary shareholders
*Insert an “X” or the number of ordinary shares (see note 9)
*In favour of
*Against
*Abstain
Resolutions
Ordinary resolution 1 –
Acceptance of annual financial statements
Ordinary resolution 2 – Election of SS Mkhabela as a director
Ordinary resolution 3 – Election of PJ Blackbeard as a director
Ordinary resolution 4 – Election of SS Ntsaluba as a director
Ordinary resolution 5 – Election of SB Pfeiffer as a director
Ordinary resolution 6 – Election of G Rodriguez de Castro Garcia de los Rios as a director
Ordinary resolution 7 – Election of Audit Committee
Ordinary resolution 8 – Appointment of external auditors
Ordinary resolution 9 – Placing 5% of the authorised but unissued shares under the control of the directors
Ordinary resolution 10 – Non-binding advisory vote on remuneration policy
Special resolution 1 – Approval of non-executive directors’ fees
Special resolution 2 – Approval of loans or other financial assistance to related or inter-related companies
Special resolution 3 – General authority to acquire the company’s own shares
* Insert an “X” in the relevant spaces above according to how you wish your votes to be cast. However, if you wish to cast your votes in respect of a lesser number of ordinary shares than you own in the company, insert the number of ordinary shares held in respect of which you desire to vote (see note 9). Part B – To be completed by 6% non-redeemable cumulative preference shareholders (“preference shareholders”)
*Insert an “X” or the number of preference shares (see note 9)
*In favour of
*Against
*Abstain
Resolution
Special resolution 3 –
General authority to acquire the company’s own shares
* Insert an “X” in the relevant spaces above according to how you wish your votes to be cast. However, if you wish to cast your votes in respect of a lesser number of preference shares than you own in the company, insert the number of preference shares held in respect of which you desire to vote (see note 9). (Authority of signatory to be attached if applicable – see note 11) (where applicable – see note 12)Each ordinary shareholder is entitled to appoint a proxy (who need not be a shareholder of the company) to attend, speak and vote in place of that ordinary shareholder at the meeting.
Each preference shareholder is entitled to appoint a proxy (who need not be a shareholder of the company) to attend and, in relation to special resolution 3 only, speak and vote in place of that preference shareholder at the meeting.
The ordinary shareholders are entitled to vote on all the resolutions set out in the notice of annual general meeting. 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 preference shareholders are only entitled to vote on special resolution 3 set out in the notice of annual general meeting. 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.
Please read the notes on the reverse side of this form of proxy.
Barloworld Limited integrated annual report 2011 264 Notes to proxy
Instructions on signing and lodging of the annual general exercisable at the meeting. A shareholder or his/her proxy is  not obliged to use all the votes exercisable by the shareholder or by his/her proxy, but the total of the votes A deletion of any printed matter and the completion of any cast and/or in respect of which abstention is recorded may blank spaces need not be signed or initialled. Any alterations not exceed the total number of votes exercisable by the The chairman of the annual general meeting shall be A form of proxy sent by electronic medium to the company entitled to decline to accept the authority of a signatory: secretary or transfer secretaries within the time allowed for submission, shall be deemed to constitute an instrument unless the power of attorney or authority is deposited with Documentary evidence establishing the authority of a the transfer secretaries, Link Market Services, Rennie person signing this form of proxy in a representative )PVTF UI 'MPPS  "NFTIPGG 4USFFU #SBBNGPOUFJO capacity must be attached to this form of proxy unless 2001 (PO Box 4844, Johannesburg 2000, South Africa), or previously recorded by the company secretary or waived by the United Kingdom registrars, Equiniti Limited, Aspect the chairman of the annual general meeting.
)PVTF 4QFODFS 3PBE -BODJOH 8FTU 4VTTFY #/ ;-England, by  not later than 12:30 (South African time) on A minor must be assisted by his/her parent or guardian unless the relevant documents establishing his/her legal capacity are produced or have been registered by the The signatory may insert the name of any person(s) whom the signatory wishes to appoint as his/her proxy in the blank space/s provided for that purpose.
Summary in terms of section 58(8)(b)(i) of the Companies
Act, 2008, as amended.

When there are joint holders of shares and if more than one such joint holder be present or represented, then the Section 58(8)(b)(i) provides that if a company supplies a person whose name appears first in the securities register in form of instrument for appointing a proxy, the form of respect of such shares or his/her proxy, as the case may be, proxy supplied by the company for the purpose of shall alone be entitled to vote in respect thereof.
appointing a proxy must bear a reasonably prominent summary of the rights established by section 58 of the The completion and lodging of this form of proxy will not Companies Act, 2008, as amended, which summary is set preclude the signatory from attending the annual general meeting and speaking and voting in person thereat should t A shareholder of a company may, at any time, appoint such person wish to do so, to the exclusion of any proxy any individual, including an individual who is not a shareholder of that company, as a proxy, among other things, to participate in, and speak and vote at, a If, in the appropriate place on the face of the proxy, there is shareholders’ meeting on behalf of the shareholder.
no indication of how to vote in respect of any resolution, t A shareholder may appoint two or more persons the proxy shall be entitled to vote as he/she deems fit in concurrently as proxies, and may appoint more than one proxy to exercise voting rights attached to different securities held by the shareholder.
The chairman of the annual general meeting may reject or t A proxy may delegate the proxy’s authority to act accept any form of proxy which is completed other than in on behalf of the shareholder to another person.
accordance with these instructions, provided that in the t A proxy appointment must be in writing, dated and event of acceptance, he/she is satisfied as to the manner in signed by the shareholder; and remains valid only until the end of the meeting at which it was intended to be used, unless the proxy appointment is revoked, in If the shareholding is not indicated on the form of proxy, which case the proxy appointment will be cancelled the proxy will be deemed to be authorised to vote the total shareholding registered in the shareholder’s name.
t A shareholder may revoke a proxy appointment in Please insert an “X” in the relevant space according to how t A proxy appointment is suspended at any time and to ZPVXJTIZPVSWPUFTUPCFDBTU)PXFWFSJGZPVXJTIUPDBTU the extent that the shareholder chooses to act directly your votes in respect of a lesser number of shares than you and in person in the exercise of any rights as a own in the company, insert the number of shares held in respect of which you wish to vote. Failure to comply with t A proxy is entitled to exercise, or abstain from the above will be deemed to authorise the proxy to vote or exercising, any voting right of the shareholder without to abstain from voting at the annual general meeting as he/ she deems fit in respect of all the shareholder’s votes Barloworld Limited integrated annual report 2011 Corporate information
Barloworld Limited
(Registration number 1918/000095/06)
JSE codes: BAW and BAWP
ISIN codes: ZAE000026639 and ZAE000026647
Registered office and business address
Barloworld Limited, 180 Katherine Street, PO Box 782248, Sandton, 2146, South Africa
Tel +27 11 445 1000 Email invest@barloworld.com
Transfer secretaries – South Africa
Link Market Services South Africa (Proprietary) Limited, (Registration number 2000/007239/07),
13th Floor, Rennie House, 19 Ameshoff Street, Braamfontein, Johannesburg 2001,
(PO Box 4844, Johannesburg)
Tel +27 11 630 0000
Registrars – United Kingdom
Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA, England
Tel +44 190 383 3381
Transfer secretaries – Namibia
Transfer Secretaries (Proprietary) Limited, (Registration number 93/713),
Shop 8, Kaiser Krone Centre, Post Street Mall, Windhoek, Namibia
(PO Box 2401, Windhoek, Namibia)
Tel +264 61 227 647
Enquiries: Jacey de Gidts ABCHead, Group communications and marketing, Barloworld LimitedTel +27 11 445 1000E-mail invest@barloworld.com For background information visit www.barloworld.com The integrated annual report is printed on Stephen and Enigma paper. Stephen paper contains 50% recycled content. Both papers contain elemental chlorine free pulp from well-managed and sustainable sources.

Source: http://www.barloworld-reports.co.za/annual_reports/ar_2011/pdfs/shareholder_info.pdf

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