Enhanced Investments - Financial Portal

Results of Annual General Meeting

Published: 2025-05-22 18:30:24 ET

GRINDROD LIMITED
(Incorporated in the Republic of South Africa)
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 paragraph 3.94 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, 22 May 2025, 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 Friday, 4 April 2025, were
passed by the requisite majority of shareholders present and voting, in person or by proxy.


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”):
         670 319 285
-        Total number of issued ordinary shares which were present/represented at the AGM: 469 042 544 being
         69.97% 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: 851 419 being
         11.51% of the Total Votable Preference Shares.


ORDINARY RESOLUTIONS FOR ORDINARY SHAREHOLDERS


Ordinary resolution 1.1: Election of director appointed since the previous AGM: RSM Ndlovu
    For (1)                   Against (1)                 Abstentions (2)            Shares voted (3)
    99.99%                    0.01%                       0.04%                      69.93%


Ordinary resolution 1.2: Election of director appointed since the previous AGM: A Khumalo
    For (1)                   Against (1)                 Abstentions (2)            Shares voted (3)
    98.64%                    1.36%                       0.04%                      69.93%
Ordinary resolution 2.1: Re-election of non-executive director retiring by rotation: CA Carolus
 For (1)                   Against (1)               Abstentions (2)           Shares voted (3)
 93.66%                    6.34%                     0.04%                     69.93%


Ordinary resolution 2.2: Re-election of non-executive director retiring by rotation: ZP Zatu Moloi
 For (1)                   Against (1)               Abstentions (2)             Shares voted (3)
 97.86%                    2.14%                     0.04%                     69.93%


Ordinary resolution 3.1: Election of member and appointment of Chairperson of the Social, Ethics and
Sustainability committee: WJ Grindrod
 For (1)                   Against (1)               Abstentions (2)           Shares voted (3)
 99.96%                    0.04%                     0.03%                     69.94%


Ordinary resolution 3.2: Election of member of the Social, Ethics and Sustainability committee:
CA Carolus
 For (1)                   Against (1)               Abstentions (2)           Shares voted (3)
 96.52%                    3.48%                     0.03%                     69.94%


Ordinary resolution 3.3: Election of member of the Social, Ethics and Sustainability committee:
ZP Zatu Moloi
 For (1)                   Against (1)               Abstentions (2)           Shares voted (3)
 97.90%                    2.10%                     0.03%                     69.94%


Ordinary resolution 3.4: Election of member of the Social, Ethics and Sustainability committee:
A Khumalo
 For (1)                   Against (1)               Abstentions (2)           Shares voted (3)
 98.62%                    1.38%                     0.03%                     69.94%


Ordinary resolution 3.5: Election of member of the Social, Ethics and Sustainability committee:
XF Mbambo
 For (1)                   Against (1)               Abstentions (2)           Shares voted (3)
 99.98%                    0.02%                     0.03%                     69.94%


Ordinary resolution 4.1: Election of member and appointment of Chairperson of the Audit committee:
ZP Zatu Moloi
 For (1)                   Against (1)               Abstentions (2)           Shares voted (3)
 97.86%                    2.14%                     0.04%                     69.93%

Ordinary resolution 4.2: Election of member of the Audit committee: D Malik
 For (1)                   Against (1)               Abstentions (2)           Shares voted (3)
 99.97%                    0.03%                     0.04%                     69.93%
Ordinary resolution 4.3: Election of member of the audit committee: A Khumalo
 For (1)                    Against (1)               Abstentions (2)           Shares voted (3)
 98.64%                     1.36%                     0.04%                     69.93%


Ordinary resolution 5.1: Re-appointment of PricewaterhouseCoopers Incorporated as independent auditor
 For (1)                    Against (1)               Abstentions (2)           Shares voted (3)
 100%                       0%                        0.04%                     69.93%


Ordinary resolution 5.2: Re-appointment of N Ndiweni as designated audit partner
 For (1)                Against (1)                    Abstentions (2)         Shares voted (3)
 99.99%                 0.01%                          0.04%                   69.93%


Ordinary resolution 6: Amendments to Grindrod Limited Forfeitable Share Plan (FSP)
Shares which have been acquired in terms of the FSP that might be impacted by the changes following
this resolution will be excluded from the voting of this resolution


 For (1)                Against (1)                    Abstentions (2)         Shares voted (3)
 99.95%                 0.05%                          0.03%                   69.49%


SPECIAL RESOLUTIONS FOR ORDINARY SHAREHOLDERS


Special resolution 1: Approval of non-executive directors’ fees
 For (1)                    Against (1)               Abstentions (2)           Shares voted (3)
 99.86%                     0.14%                     0.04%                     69.93%


Special resolution 2: General authority to provide financial assistance in terms of section 44 of the Act
 For (1)                    Against (1)               Abstentions (2)           Shares voted (3)
 98.46%                     1.54%                     0.04%                     69.93%


Special resolution 3: General authority to provide financial assistance in terms of section 45 of the Act
 For (1)                    Against (1)               Abstentions (2)           Shares voted (3)
 99.00%                     1.00%                     0.04%                     69.93%

Special resolution 4: General authority to repurchase 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)
 98.75%                     1.25%                     0.04%                     69.93%
Preference shareholders
 For (1)                    Against (1)                 Abstentions (2)             Shares voted (3)
 88.20%                     11.80%                      0.09%                       11.42%

NON-BINDING ADVISORY VOTES


Non-binding advisory vote 1: Confirmation of the Group Remuneration Policy
 For (1)                    Against (1)                 Abstentions (2)             Shares voted (3)
 98.13%                     1.87%                       0.04%                       69.93%


Non-binding advisory vote 2: Confirmation of the Group Implementation report
 For (1)                    Against (1)                 Abstentions (2)             Shares voted (3)
 89.44%                     10.56%                      0.04%                       69.93%


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.


22 May 2025


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.