Enhanced Investments - Financial Portal

Results of Annual General Meeting

Published: 2023-05-25 18:45:24 ET

GRINDROD LIMITED
Registration number 1966/009846/06
Share code: GND & GNDP
ISIN: ZAE000072328 & ZAE000071106
(“Grindrod” or the “Company” or the “Group”)


RESULTS OF ANNUAL GENERAL MEETING


In terms of section 3.91 of the JSE Listings Requirements of the JSE Limited (“JSE”), shareholders are hereby
advised that at the annual general meeting (“AGM”) of shareholders of the Company held electronically today,
Thursday, 25 May 2023, all the proposed ordinary and special resolutions, as set out in the notice of AGM
contained in the Integrated Annual Report which was distributed to shareholders on Thursday, 6 April 2023,
were passed by the requisite majority of shareholders present and voting, in person or by proxy, except for
ordinary resolution 2.6 relating to the general authority to issue ordinary shares for cash.


In addition, non-binding advisory vote numbers 4.1 and 4.2 relating to the Group remuneration policy and the
Group implementation report respectively, were voted against by more than 25% of shareholders represented
at the AGM.


Details of the results of voting at the AGM are as follows:


Ordinary shares:
-        Total number of issued ordinary shares: 698 031 586
-        Total number of issued ordinary shares net of treasury shares (“Total Votable Ordinary Shares”):
         669 339 587.
-        Total number of issued ordinary shares which were present/represented at the AGM: 439 263 207 being
         65.63% of the Total Votable Ordinary Shares.


Preference shares:
-        Total number of issued preference shares (“Total Votable Preference Shares”): 7 400 000
-        Total number of issued preference shares which were present/represented at the AGM: 166 884 being
         2.26% of the Total Votable Preference Shares.


ORDINARY RESOLUTIONS FOR ORDINARY SHAREHOLDERS


Ordinary resolution 2.1.1: Re-election of director retiring by rotation: CA Carolus
    For (1)                   Against (1)                 Abstentions (2)              Shares voted (3)
    96.75%                    3.25%                       0.06%                        65.56%
Ordinary resolution 2.1.2: Re-election of director retiring by rotation: NL Sowazi
 For (1)                   Against (1)                Abstentions (2)           Shares voted (3)
 98.41%                    1.59%                      0.10%                     65.53%


Ordinary resolution 2.2: Election of member and appointment of chair of the audit committee: ZP Zatu
Moloi
 For (1)                   Against (1)                Abstentions (2)           Shares voted (3)
 99.98%                    0.02%                      0.10%                     65.53%


Ordinary resolution 2.3.1: Election of members of the audit committee: D Malik
 For (1)                   Against (1)                Abstentions (2)           Shares voted (3)
 99.99%                    0.01%                      0.10%                     65.53%


Ordinary resolution 2.3.2: Election of members of the audit committee: B Magara
 For (1)                   Against (1)                Abstentions (2)           Shares voted (3)
 99.98%                    0.02%                      0.06%                     65.56%


Ordinary resolution 2.4.1: Re-appointment of Deloitte & Touche as independent auditors
 For (1)                   Against (1)                Abstentions (2)           Shares voted (3)
 96.44%                    3.56%                      0.07%                     65.56%


Ordinary resolution 2.4.2: Re-appointment of M Holme as designated audit partner
 For (1)                   Against (1)                Abstentions (2)           Shares voted (3)
 98.15%                    1.85%                      0.06%                     65.56%


Ordinary resolution 2.5: General authority to directors to allot and issue ordinary shares
 For (1)                   Against (1)                Abstentions (2)           Shares voted (3)
 55.27%                    44.73%                     0.10%                     65.53%

Ordinary resolution 2.6: General authority to issue ordinary shares for cash
 For (1)                   Against (1)                Abstentions (2)           Shares voted (3)
 55.27%                    44.73%                     0.10%                     65.53%


SPECIAL RESOLUTIONS FOR ORDINARY SHAREHOLDERS


Special resolution 3.1: Approval of non-executive directors’ fees
 For (1)                   Against (1)                Abstentions (2)           Shares voted (3)
 99.91%                    0.09%                      0.11%                     65.51%
Special resolution 3.2: General authority to provide financial assistance in terms of section 44 of the Act
 For (1)                   Against (1)                Abstentions (2)            Shares voted (3)
 96.46%                    3.54%                      0.10%                      65.52%


Special resolution 3.3: General authority to provide financial assistance in terms of section 45 of the Act
 For (1)                   Against (1)                Abstentions (2)            Shares voted (3)
 89.45%                    10.55%                     0.10%                      65.52%


Special resolution 3.4: General repurchase of Grindrod’s ordinary shares
NOTE THAT ORDINARY AND PREFERENCE SHAREHOLDERS WERE ABLE TO VOTE ON THIS
RESOLUTION
Ordinary shareholders
 For (1)                   Against (1)                Abstentions (2)            Shares voted (3)
 99.95%                    0.05%                      0.09%                      65.53%


Preference shareholders
 For (1)                   Against (1)                Abstentions (2)            Shares voted (3)
 100.00%                   0.00%                      0.03%                      100.00%

Special resolution 3.5: Replacement of Memorandum of Incorporation
 For (1)                   Against (1)                Abstentions (2)            Shares voted (3)
 99.59%                    0.41%                      0.10%                      65.52%


NON-BINDING ADVISORY VOTES


Non-binding advisory vote 4.1: Confirmation of the Group remuneration policy
 For (1)                   Against (1)                Abstentions (2)            Shares voted (3)
 53.67%                    46.33%                     0.11%                      65.51%


Non-binding advisory vote 4.2: Confirmation of the Group implementation report
 For (1)                   Against (1)                Abstentions (2)            Shares voted (3)
 48.54%                    51.46%                     0.10%                      65.52%


Non-binding advisory vote 4.3: Appointment of independent auditor for the financial year ending
31 December 2024
 For (1)                   Against (1)                Abstentions (2)            Shares voted (3)
 99.97%                    0.03%                      0.07%                      65.56%
Notes:


(1)   The votes carried for and against each individual resolution are disclosed as a percentage in relation to
      the total number of shares voted for each class (whether in person or by proxy), in respect of such
      individual resolution at the AGM.


(2)   The total number of shares abstained in each class, in respect of each individual resolution (whether in
      person or by proxy) is disclosed as a percentage in relation to the total number of ordinary/preference
      shares in issue.


(3)   The total number of shares voted in each class (whether in person or by proxy) at the AGM in respect of
      each individual resolution is disclosed as a percentage in relation to the Total Votable Ordinary
      Shares/Total Votable Preference Shares.


INVITATION TO DISSENTING SHAREHOLDERS
Due to non-binding advisory vote numbers 4.1 and 4.2 relating to the Group remuneration policy and the Group
implementation report, respectively, being voted against by more than 25% of shareholders represented at the
AGM, an invitation is extended to such dissenting shareholders to engage with the Company in terms of section
3.84(j) of the JSE Listings Requirements as follows:


1.    dissenting shareholders are invited to forward their concerns/questions on the Group implementation report
      in writing to the Group company secretary via email to: Vicky.Commaille@grindrod.com by no later than
      the close of business on Thursday, 15 June 2023; and


2.    following receipt of the above responses from the dissenting shareholders, appropriate engagements will
      be scheduled with such shareholders at a suitable date and time.


25 May 2023


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

Enhanced Investments, Inc.
329 South Oyster Bay Road #2085
Plainview, NY 11803
team@eninvs.com

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All statements made via social media sites sponsored or maintained by Enhanced Investments and its affiliates are for informational purposes only and do not constitute a comprehensive description of Enhanced Investments' investment advisory services.
Certain investments are not suitable for all investors. Before investing, consider your investment objectives and applicable fees. The rate of return on investments can vary widely over time, especially for long term investments. Investment losses are possible, including the potential loss of all amounts invested. Information provided by Enhanced Investments is for informational and general educational purposes only and is not investment or financial advice.