| Unless otherwise defined in this announcement, words and expressions contained herein shall have the same meanings as assigned to them in the FIA and Circular referred to below. |
| Barloworld Ordinary Shareholders are referred to the announcement released on SENS on Wednesday, 11 December 2024 (“FIA”) and to the circular to Barloworld shareholders dated 29 January 2025 (“Circular”) regarding the Proposed Transaction, being: (i) a scheme of arrangement between Barloworld and its shareholders in terms of sections 114(1), read with section 115 of the Companies Act, in terms of which Newco will acquire all of the Barloworld Ordinary Shares other than those held by the Excluded Shareholders, for the Scheme Consideration or; (ii) a Standby Offer under which, if implemented, Newco will acquire all of the Barloworld Ordinary Shares from Barloworld Ordinary Shareholders other than the Barloworld Ordinary Shares held by the Excluded Shareholders, in terms of section 117(1)(c)(v) of the Companies Act, for the Standby Consideration. |
| Barloworld Ordinary Shareholders are advised that Newco has, today, released an announcement on SENS (“No Increase Announcement”) in which Newco confirms (amongst other things) that the cash consideration payable for each Barloworld Ordinary Share under the Scheme or, if applicable, the Standby Offer, as set out in the Scheme Circular, being ZAR120.00, which will not be reduced by the dividend of ZAR3.10 per Barloworld Ordinary Share declared by Barloworld on Friday, 22 November 2024 (and which cash consideration represents a total value of ZAR123.10 per Ordinary Share), is Newco’s full and final offer price and will not be increased. |
| A copy of the No Increase Announcement can be accessed on SENS on the JSE’s website at: https://clientportal.jse.co.za/communication/sens-announcements |
| Responsibility Statement The Independent Board of Barloworld (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 likely to affect the importance of the information included. |
| For the full document, click the link below: |
| Barloworld Limited |
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