BARLOWORLD LIMITED - BIBAW - Notification of the voting results in respect of the Meeting of Noteholders

BIBAW - Notification of the voting results in respect of the Meeting of Noteholders

BARLOWORLD LIMITED
(Incorporated in the Republic of South Africa)
Registration Number: 1918/000095/06
JSE Alpha code: BIBAW
("Barloworld" or "the Company")


NOTIFICATION OF THE VOTING RESULTS IN RESPECT OF THE MEETING OF NOTEHOLDERS


Unless otherwise defined herein, capitalised terms shall have the same meaning as set forth in the Notice of
Meeting (as defined below).


Noteholders are referred to the notice of meeting released on SENS on 17 December 2025 (the Notice of
Meeting), in which the Extraordinary Resolutions set out below were proposed:


•   Extraordinary Resolution No. 1:

    THAT the Noteholders consent to the amendment and restatement of the terms and conditions of the
    Applicable Pricing Supplement relating to the BAW38 Notes, the Applicable Pricing Supplement relating to
    the BAW39 Notes, the Applicable Pricing Supplement relating to the BAW41 Notes, the Applicable Pricing
    Supplement relating to the BAW42 Notes, the Applicable Pricing Supplement relating to the BAW44 Notes,
    the Applicable Pricing Supplement relating to the BAW45 Notes, the Applicable Pricing Supplement relating
    to the BAW46 Notes, the Applicable Pricing Supplement relating to the BAW47 Notes and the Applicable
    Pricing Supplement relating to the BAWGL2 Notes (collectively, the Applicable Pricing Supplements) to:

    1.1. bring forward the "Maturity Date" in each of the Applicable Pricing Supplements to 31 March 2026;

    1.2. activate Item 37 entitled "Redemption at the option of the Issuer" to permit the Issuer to redeem the
         Outstanding Notes upon not less than 10 (ten) calendar Days' written notice;

    1.3. disapply Item 39 entitled "Redemption in the event of a Change of Control" at the election of
         Noteholders pursuant to Condition 10.5 (Redemption in the event of a Change of Control); and

    1.4. disapply Item 40 entitled "Redemption in the event of a failure to maintain JSE Listing and Rating" at
         the election of the Noteholders pursuant to Condition 10.6 (Redemption in the event of a failure to
         maintain JSE Listing and Rating).

•   Extraordinary Resolution No. 2:

    THAT the Issuer be authorised to enter into any documentation or to take necessary steps to give effect to
    the consents specified in Extraordinary Resolutions No.1 above.

    In this regard, the Company confirms the voting results from the Meeting of Noteholders in relation to the
    total nominal amount of those classes of debt securities that were affected by the amendments are as
    follows:


 Bond Code        Extraordinary   Debt          Debt             Voted            Votes against    Votes
                  Resolution      securities    securities       carried for      the resolution   abstained as a
                                  voted as a    voted            the resolution   as a             percentage
                                  Rand value    disclosed as     as a             percentage
                                                a                percentage
                                                percentage

 BAW38            1               721 570 000   91.92%           81.8%            9.6%             8,1%

                  2               721 570 000   91.92%           82.4%            9.6%             8,1%

 BAW39            1               411 500 000   95.7%            95,7%            0%               4,3%

                  2               411 500 000   95.7%            95,7%            0%               4,3%

 BAW41            1               307 100 000   63.3%            60.8%            2,5%             36,7%

                  2               307 100 000   63.3%            60.8%            2,5%             36,7%

 BAW42            1               305 500 000   59,3%            59.3%            0%               40.7%

                  2               305 500 000   59,3%            59.3%            0%               40.7%

 BAW44            1               300 000 000   100,0%           100,0%           0%               0%

                  2               300 000 000   100,0%           100,0%           0%               0%

 BAW45            1               500 000 000   100,0%           100,0%           0%               0%

                  2               500 000 000   100,0%           100,0%           0%               0%

 BAW46            1               191 000 000   95.5%            95,5%            0%               4,5%

                  2               191 000 000   95.5%            95,5%            0%               4,5%

 BAW47            1               150 000 000   100,0%           100%             0%               0%

                  2               150 000 000   100,0%           100%             0%               0%

 BAWGL2           1               588 300 000   80.7%            80.7%            0%               19,2%

                  2               588 300 000   80.7%            80.7%            0%               19,2%


Following the above voting results, the requisite majority of 66.67% was obtained for 7 of the 9 Notes.


23 January 2026


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

Date: 23-01-2026 03:45:00
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