Annual General Meeting 2018 ONEBarloworld creating value About Barloworld Barloworld is a distributor of leading international brands providing integrated rental, fleet management, product support and logistics solutions. The core divisions of the group comprise Equipment (earthmoving and power systems) Automotive (car rental, motor retail, fleet services, used vehicles and disposal solutions) and Logistics (logistics management and supply chain optimisation). We offer flexible, value adding, integrated business solutions to our customers backed by leading global brands. The brands we represent on behalf of our principals include Caterpillar, Avis, Budget, Audi, BMW, Ford, Mazda, Mercedes-Benz, Toyota, Volkswagen and others. Barloworld has a proven track record of long-term relationships with global principals and customers. We have an ability to develop and grow businesses in multiple geographies including challenging territories with high growth prospects. One of our core competencies is an ability to leverage systems and best practices across our chosen business segments. As an organisation we are committed to sustainable development and playing a leading role in empowerment and transformation. The company was founded in 1902 and currently has operations in 16 countries around the world with approximately 79% of just over 17 400 employees in South Africa. The integrated report 2018 and a full set of supplementary reporting documents are available online at www.barloworld.com Contents IFC About 2 Our board 4 Notice of 11 Shareholders’ IBC Corporate Barloworld of directors annual general diary and map information meeting IFC Supplementary 12 Question form documents 9 Form of proxy for annual general 1 Letter from 10 Notes to the meeting chairman form of proxy 1 Barloworld Limited Letter from chairman Annual General Meeting 2018 Dear shareholder The question form may be: – returned to the Company Secretary: 61 Katherine Street, I have the pleasure of inviting you to attend the 102nd annual Sandton (PO Box 782248, Sandton 2146, South Africa); or general meeting (AGM) of Barloworld Limited, to be held by email [email protected] to be received no in the Tokyo Meeting Room, Barloworld Corporate Office, later than 12:30 on Thursday, 7 February 2019; or 180 Katherine Street, Sandton, on Wednesday, – returned, together with the form of proxy, to our transfer 14 February 2019 at 12:30. secretaries in South Africa: Link Market Services South Africa The following documents are enclosed: Proprietary Limited, 13th Floor, Rennie House, 19 Ameshoff – An AGM document incorporating: Street, Braamfontein, Johannesburg 2001 (PO Box 4844, – Notice of AGM setting out the resolutions to be proposed Johannesburg 2000) Fax: +27 11 834 4398 to be received at the meeting; no later than 12:30 on Monday, 12 February 2019; or – A form of proxy; – lodged, together with the form of proxy, at our registrars in – Question form for AGM; the United Kingdom: Equiniti Limited, Aspect House, Spencer – Shareholder diary; and Road, Lancing, West Sussex BN99 6DA, England to be – Corporate information. received no later than 12:30 (South African time) on Monday, 12 February 2019; or Barloworld is committed to responsible environmental – handed in at the time of registering attendance at the stewardship and minimising its environmental footprint, meeting. which is one of the aspects that underpins our sustainable development strategic focus area. We are thus mindful of our I look forward to welcoming you at the meeting. role in propagating environmental awareness through our value chain and where possible introducing initiatives to combat our impact on the environment. Further, the use of electronic communications will deliver savings to the company in terms of administration, printing and postage costs, as well as speeding Adv DB Ntsebeza SC up the provision of information, thus benefiting shareholders. Chairman 10 December 2018 With this in mind, and in an effort to lower our paper consumption while at the same time reducing solid waste and Corporate Office our carbon footprint, we will be printing a limited number of 61 Katherine Street, Sandton the integrated report 2018. Should you wish to receive a PO Box 782248, Sandton 2146, South Africa printed copy of the integrated report 2018, kindly email your Tel: +27 11 445 1000 request to [email protected]. Fax: +27 11 444 4170 Website: www.barloworld.com The integrated report 2018, the full consolidated financial Barloworld Limited (Reg No 1918/000095/06) statements of the company and its subsidiaries (including the directors’ report, the independent auditors’ report and the Directors audit committee report) and the remuneration report will be DB Ntsebeza (Chairman) published on our website, www.barloworld.com. The NP Dongwana summarised financial statements are set out on pages 120 to FNO Edozien* 129 of the integrated report. O Ighodaro* HH Hickey The social, ethics and transformation committee report as MD Lynch-Bell** required by regulation 43 of the Companies Act is set out on SS Mkhabela page 94 of the integrated report. NP Mnxasana SS Ntsaluba The remuneration policy as required by the King Code of P Schmid Governance Principles for South Africa is set out on page 97 DM Sewela of the integrated report. OI Shongwe DG Wilson If you are unable to attend, you may, as a shareholder, exercise your right to take part in the proceedings by complying with *Nigerian **British the notes to the form of proxy. Company secretary I would also like to draw your attention to your right to raise AT Ndoni questions, at the appropriate time, during the meeting. As it may not be possible to answer every question that shareholders 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. 2 Barloworld Limited Our board of directors Annual General Meeting 2018 Non-executive directors Hester Hickey Advocate Dumisa Buhle Ntsebeza SC Independent non-executive director Chairman Age: 65 Age: 68 Qualifications: BCompt (Hons), CA(SA) Qualifications: BA, BProc, LLB, LLM (International Law) Profile: Hester was appointed to the Barloworld board in April Profile: Dumisa was appointed to the Barloworld board in 2017. She has held a number of positions including lecturing at May 1999. He is an advocate of the High Court of South Africa the University of Witwatersrand and was a partner at Ernst & and a member of the Johannesburg Bar. In 2005 he was Young. Hester previously served as the chairperson of SAICA conferred the status of Silk and was the first black African and worked for a number of listed companies including advocate in the history of the Cape Bar to receive this AngloGold Ashanti Limited where she held the position of recognition. He served as a commissioner on the Truth and internal audit manager and finally head of risk. She is a Reconciliation Commission, and has been appointed from time non-executive director of Pan African Resources plc, Cashbuild to time as acting judge of the High Court of South Africa. In Limited, African Dawn Limited and Northam Platinum Limited. January 2017, Dumisa was appointed as a Chancellor of the Business address: PO Box 97208, Petervale 2151 University of Fort Hare. Nationality: South African Business address: Victoria Mxenge Group of Advocates, Sandown Office Village Park, West Court, First Floor, Michael Lynch-Bell 81 Maude Street corner Gwen Lane, Sandton, 2146 Independent non-executive director Nationality: South African Age: 65 Qualifications: BA (Hons) Economics and Accountancy; Neo Phakama Dongwana FCA of the ICAEW Independent non-executive director Profile: Michael was appointed to the Barloworld board in Age: 46 April 2017. His early Ernst & Young career was focused on Qualifications: BCom (Cape Town), Postgraduate Diploma in auditing clients within the oil and gas sectors and added Accounting (Cape Town), BCom (Hons) (Cape Town), CA(SA), mining to his portfolio later. Michael also led Ernst & Young’s MCom (Wits) UK IPO and Global Natural Resources transaction teams in the Profile: Neo was appointed to the Barloworld board in May transaction advisory practice. He has been involved with the CIS 2012. She currently serves as a non-executive director of since 1991 and has advised many CIS companies on AVI Limited, Mpact Limited and Nedbank Limited. Prior to fundraising, reorganisations, transactions, corporate being a non-executive director, she was an Audit Partner at governance and IPOs. Michael is a former chair of the Bureau Deloitte for almost 10 years. After qualifying as a CA(SA), and current member of UNECE’s Expert Group on Resource Neo worked as an equities analyst at Gensec Asset Classification and a non-executive director of Gem Diamonds, Management. Neo is also a trustee of the Women’s Lenta and Kaz Minerals. Development Bank (WDB Trust) and a member of the Financial Business address: Kaz Minerals plc, Cardinal Place, 100, Sector Conduct Authority (FSCA) Tribunal. Neo is passionate Victoria Street, London, SW1E 5JL about the growth and transformation of the chartered Nationality: British accountancy (CA) profession and in particular the development of women CAs. She is a committed member of the African Sibongile Susan Mkhabela Women Chartered Accountants (AWCA) and serves as a Independent non-executive director director of its investment arm, AWCA. Age: 62 Business address: PO Box 688, Northlands, 2116 Qualifications: BA Social Work, Dip Business Management Nationality: South African Profile: Sibongile was appointed to the Barloworld board in January 2006. She is the chief executive officer of the Nelson Ngozi Frances Edozien Mandela Children’s Fund and Nelson Mandela Children’s Independent non-executive director Hospital Trust.