Salient features of the Barloworld Limited Forfeitable Share Plan
Introduction
In line with global best practice and emerging South African practice, the Company intends to adopt a new share incentive plan for its senior management, a Forfeitable Share Plan (FSP). This plan is in line with practice in FTSE 100 and FTSE 250 companies in the United Kingdom and with several recently adopted schemes for large JSE-listed companies.

The purpose of the FSP is to assist senior management retention and to provide executive directors and selected employees with the opportunity to receive shares in the Company thereby aligning their interests with those of shareholders. The FSP could be used as part of future regular allocations, to complement the existing Cash-Settled Share Appreciation Right Scheme, provided that the combined value of such awards is within market benchmarks.

In the case of executive directors, the Vesting of a significant majority of the Shares, as determined by the Remuneration Committee, will be subject to the achievement of Performance Targets, while the Vesting of all Forfeitable Shares will be subject to the Vesting Condition.

In certain jurisdictions where the delivery of Shares is impossible or impractical, the Company retains the right to adopt a Country Schedule in respect of such jurisdiction and pay such Participants a cash amount in lieu of Shares on the Vesting Date.

As the intent of the FSP will be to purchase Shares in the market to settle the benefits, the FSP is not expected to be dilutive. This can be contrasted with conventional share option schemes, which typically use newly issued shares to settle the share options.

Glossary of terms
“Agreed Termination” the termination of a Participant’s employment with the Group where such termination is by mutual agreement between the Group and the Participant;

“Allocated” for purposes of setting the FSP limits, one Share allocated per any one Award made;

“Award” an award of a specified number of Forfeitable Shares to the Participant on terms that he may forfeit the Forfeitable Shares in the circumstances set out in the Award Letter, and “Awarded” shall bear a similar meaning;

“Award Date” the date, specified in the Award Letter, on which an Award is made to an Employee and the Employee will be deemed to have automatically accepted the Award on this date, unless otherwise specified in the Rules;

“Award Letter” a letter, sent by the Company or its nominee, and on the recommendation of the Employer Company to a Participant informing the Participant of the grant of an Award to him;

“Company” Barloworld Limited (Registration Number 1918/000095/06); “Directors” the board of directors of the Company;

“Employee” a person eligible for participation in the FSP namely an Employee of an Employer Company who is not a non-executive director of the Company;

“Employer Company” a company in the group which employs an Employee and which will have an obligation to procure the delivery of Shares to such Participant;

“Forfeitable Shares” the Shares comprised in the Award registered in the name of the Participant or held for his benefit in dematerialised form; “FSP” Barloworld Limited Forfeitable Share Plan 2009 constituted by these Rules, as amended from time to time;

“Group” the Company and its subsidiaries; from time to time, and such joint ventures and other entities as identified by the Directors;

“JSE” the JSE Limited (registration number 2005/022939/06), a public company duly registered and incorporated with limited liability in accordance with the company laws of South Africa, licensed as an exchange under the Securities Services Act, No. 36 of 2004;

“Participant” an Employee who has accepted or is deemed to have accepted an Award made to him in terms of the FSP and includes the executor of such Employee’s deceased estate where appropriate;

“Performance Period” the period in respect of which a Performance Target is to be satisfied, as set out in the Award Letter;

“Performance Target” a performance target imposed as a condition of the Vesting of an Award;

“Reconstruction or Takeover” any takeover, merger or reconstruction, however effected, including a reverse takeover, reorganisation or scheme of arrangement sanctioned by the court, but does not include any event which consists of or is part of an internal reconstruction of the Company or Group which does not involve any change of control of the Company;

“Remuneration Committee” the remuneration committee of the board of Directors of the Company or any other committee appointed by the board of Directors of the Company for purposes of the FSP, the members of which do not hold any executive office with the Group;

“Retirement” in relation to a Participant, retirement in terms of the rules of the Participant’s Employer Company’s pension or provident fund or, in relation to a Participant who is not a member of such fund, reaching the age of 63 years or retirement pursuant to a service contract between the Participant and his current employer;

“Settlement” delivery by the Employer Company to a Participant of the required number of Forfeitable Shares to which a Participant is entitled pursuant to the making of the Award to a Participant and “Settled” shall bear a corresponding meaning;

“Settlement Date” the date on which Settlement shall occur;

“Shares” an ordinary share in the capital of the Company;

“Vesting Condition” the condition of continued employment with an Employer Company for the duration of the Vesting Period up to and including the Vesting Date;

“Vesting Date” the date on which a Participant becomes unconditionally entitled to the Forfeitable Shares free of any restrictions and forfeiture, and “Vest”, “Vesting” and “Vested” shall be construed accordingly; and “Vesting Period” the period specified in the Award Letter for which the Participant should fulfil the Vesting Condition.

Salient features of the FSP
The FSP
In the case of executive directors, the Vesting of a significant majority of Forfeitable Shares, as determined by the Remuneration Committee, will be subject to the achievement of Performance Targets over the Performance Period, while the Vesting of all Forfeitable Shares will be subject to the Vesting Condition.

Following the grant of the Award, the relevant Employer Company shall, within 30 (thirty) days of the Award Date, procure the Settlement of that number of Forfeitable Shares to the Participant. With effect from the Settlement Date, Participants shall have all shareholder rights in respect of the Shares.

The Award shall be subject to restrictions such that the Forfeitable Shares to which the Forfeitable Award relates may not be disposed of, ceded, transferred or otherwise encumbered at any time before the Vesting Date.

Eligibility
Directors (excluding non-executive directors of the Company) and Employees of the Group are eligible to participate in the FSP. The Employer Companies will recommend participation in the FSP to the Remuneration Committee.

Vesting
In the case of executive directors, the Vesting of a significant majority of Forfeitable Shares, as determined by the Remuneration Committee, will be subject to the achievement of Performance Targets over the Performance Period, while the Vesting of all Forfeitable Shares will be subject to the Vesting Condition.

Performance targets
The Performance Targets will be set by the Remuneration Committee and will be based on shareholder returns and company performance.

Limits
Overall Company limit
The aggregate number of Shares at any one time which may be Allocated under the FSP when added to options granted in accordance with the rules of the Barloworld 1995 Share Options Scheme and share appreciation rights granted over representative shares in accordance with the Barloworld Cash-Settled Share Appreciation Right Scheme 2007 shall not exceed 22 744 049 (twenty two million seven hundred and forty four thousand and forty nine) Shares equating to approximately

10% (ten percent) of the current issued share capital of the Company. In the event of a discrepancy between the number of Shares and the percentage of issued Shares it represents, the number of Shares shall prevail over the stated percentage. The limit referred to shall exclude Shares allocated to Participants which have been forfeited and shares purchased in the market in Settlement of Awards.

Individual limit
The maximum number of Shares which may be Allocated to any Participant under the FSP shall not exceed 568 601 (five hundred and sixty eight thousand six hundred and one) Shares, representing approximately 0.25% (zero point two five percent) of the current issued ordinary share capital of the Company. In the event of a discrepancy between the number of Shares and the percentage of issued Shares it represents, the number of Shares shall prevail over the stated percentage.

Cessation of employment and death Resignation or dismissal
If a Participant’s employment with an Employer Company terminates prior to the Vesting Date by reason of his resignation (other than Agreed Termination) or dismissal on grounds of misconduct, poor performance or proven dishonest or fraudulent conduct (whether such cessation occurs as a result of notice given by him or otherwise or where he resigns to avoid dismissal on grounds of misconduct, poor performance or proven dishonest or fraudulent conduct) before the Vesting Date, all his Awards will be forfeited and will lapse.

Voluntary Retirement
Subject to the provisions of this Rule, if a Participant’s employment with any Employer Company terminates before the Vesting Date by reason of Voluntary Retirement, a portion of his Award shall continue to exist subject to the Rules and the conditions set out in the Award Letter as though the Participant had continued to be an Employee. The portion of the Award which shall continue to exist will reflect the number of months served since the Award Date over the total months over the Vesting Period (the Continuing Portion). The remainder of the Award shall lapse on the Date of Termination of Employment. The Continuing Portion will Vest on the Vesting Date provided that, at any date between the Date of Termination of Employment and the Vesting Date, the Participant has not been employed by a competitor of the Company. Where this condition has not been met and the Participant has been employed by a competitor of the Company, the Continuing Portion will lapse on the Vesting Date and the Forfeitable Shares in respect of the Continuing Portion will be forfeited in their entirety.

Agreed termination, retrenchment, retirement, death, ill health, injury, disability, Employer Company ceasing to be a subsidiary or other reasons for cessation of employment
If a Participant ceases to be an employee of an Employer Company by reason of agreed termination, retrenchment, retirement, death, ill health, injury, disability, the Employer Company ceases to be a subsidiary of the Company or other reasons for cessation of employment other than resignation or dismissal or retirement, then the Vesting Date in respect of a proportion of his Forfeitable Shares shall be advanced to a date as soon as practical after the Date of Termination of Employment. The proportion of Forfeitable Shares which will Vest will reflect the number of months served since the Award Date and the extent to which the Performance Target has been met, as applicable. To the extent that the Forfeitable Award does not Vest, the balance of the Forfeitable Shares not Released will lapse immediately.

Change of control
In the event of a change of control of the Company or Reconstruction or Takeover occurring before the Vesting Date, the Remuneration Committee shall, by written notice to the Participants, deem a prorata portion of the Awards that have not yet Vested (unvested) to Vest on the date of the change of control or Reconstruction or Takeover. The pro-rata portion of the unvested Awards that Vest will reflect the number of months served since the Award Date until the date of the change of control or Reconstruction or Takeover and the extent to which the Performance Target has been met, as applicable. The portion of the Awards that do not Vest at this time, will continue to be subject to the terms of the Award Letter relating thereto unless the Remuneration Committee, in its absolute discretion, determines that the terms of the Award Letter relating thereto are no longer appropriate, in which case the Remuneration Committee shall make such adjustment to the number of Awards or take such other action as may be required.

If there is an internal reconstruction or other event which does not involve any change in the ultimate Control of the Company, and therefore is not a Reconstruction or Takeover, or if any other event happens which may affect Awards, including the Shares ceasing to be listed on the JSE, the Remuneration Committee may take such action as it considers appropriate to protect the interests of Participants, including converting Awards into forfeitable share awards in respect of shares in one or more other companies, provided the Participant is no worse off.

Variation in share capital
In the event of a rights issue, capitalisation issue, a subdivision of shares, consolidation of shares, the Company being put into liquidation, any other corporate action or other event affecting the share capital of the Company, or in the event that the Company makes a distribution in specie or a payment in terms of section 90 of the Companies Act 61 of 1973 (other than a dividend paid in the ordinary course of business out of the current year’s retained earnings), Participants shall continue to participate in the FSP and the Remuneration Committee shall make such adjustment to the number of Shares comprised in the Award, or take such other action, as is thought appropriate. Such adjustment should give the Participant an entitlement to the same proportion of the equity capital as that to which he was entitled prior to the occurrence of the relevant event.

Amendments to the FSP
Amendments to the provisions of the FSP relating to:
• eligibility to participate in the FSP
• the number of Shares which may be utilised for the purpose of the FSP;
• the basis for determining Awards;
• the voting, dividend, transfer and other rights attached to the Awards, including those arising on a liquidation of the Company;
• the adjustment of Awards in the event of a variation of capital of the Company or a Reconstruction or Takeover of the Company;
• the procedure to be adopted in respect of the Vesting of Awards in the event of termination of employment; and
• the limitations on benefits or maximum entitlements, may not be amended without the prior approval by ordinary resolution of 75% (seventy five percent)
  of shareholders of the Company present or by proxy in general meeting and the JSE.