GRINDROD SHIPPING HOLDINGS LTD.
ABBREVIATED NAME: GRINSHIP
Registered in Singapore with registration number 201731497H
JSE Share code: GSH
ISIN: SG9999019087
Primary listing on NASDAQ Global Select Market
Secondary listing on the JSE Main Board

CAUTIONARY ANNOUNCEMENT: Grindrod Shipping Holdings Ltd. Issues Holding Announcement

Grindrod Shipping Holdings Ltd. (NASDAQ: GRIN) (JSE: GSH) (“Grindrod Shipping” or “Company” or “we” or “us” or “our”),
a global provider of maritime transportation services predominantly in the drybulk sector, today made the following announcement.

The Board of Directors (“Board”) of Grindrod Shipping Holdings Ltd. (NASDAQ: GRIN) (JSE: GSH) (the “Company”) refers to
the Schedule 13D filed with the U.S. Securities and Exchange Commission (the “SEC”), by Taylor Maritime Investment Limited
(LSE: TMI.L) (“TMI”) on 29 August 2022 in relation to the non-binding indicative proposal by TMI to acquire the entire issued
and to be issued share capital of the Company not already owned by TMI, or a subsidiary or affiliate thereof, for an aggregate cash
consideration of US$26.00 (ZAR 436.1890) per share, by means of a tender offer, at a cash purchase price of US$21.00 (ZAR
352.3065) per share to be paid in conjunction with a special cash dividend from the Company of US$5.00 (ZAR 83.8825) per share
to the shareholders of the Company (the “Proposed Transaction”). Amounts in ZAR are shown for illustrative purposes only, and
are based on an average exchange rate on August 26, 2022 of ZAR 16.7765 per US dollar.

The Board wishes to inform that, following discussions with TMI in connection with the Board’s consideration of strategic
alternatives, the Company has entered into exclusive discussions with TMI regarding the Proposed Transaction; however, definitive
terms for the Proposed Transaction have not been agreed upon between the parties. There is no certainty that any transaction will
result from these discussions. Except to the extent required by the Singapore Code on Take-overs and Mergers and applicable U.S.
securities laws, the Company does not intend to make further announcements in relation to its discussions with TMI unless and until
the Company and TMI enter into a definitive agreement with respect to the Proposed Transaction.

Shareholders and potential investors are advised to exercise caution when dealing or trading in the shares of the Company.
Shareholders and potential investors should consult their stockbrokers, bank managers, solicitors or other professional advisers if
they have any doubt about the actions they should take.

The directors of the Company (including those who have delegated detailed supervision of this announcement) have taken all
reasonable care to ensure that the facts stated in this announcement are fair and accurate and that no material facts have been omitted
from this announcement (the omission of which would render any statement in this announcement misleading in any material
aspect), and they jointly and severally accept responsibility accordingly.

Jefferies LLC is serving as financial advisor to the Company, and Fried, Frank, Harris, Shriver & Jacobson LLP, Allen & Gledhill
LLP and Edward Nathan Sonnenbergs Inc. are providing legal counsel to the Company.

Notice to Shareholders and Potential Investors

The proposed tender offer by TMI and/or a subsidiary or affiliate thereof referred to in this communication has not been agreed to
by TMI or the Company and, as such, has not commenced. This communication is neither an offer to purchase nor a solicitation of
an offer to sell any securities, nor is it a substitute for any tender offer materials that TMI and/or a subsidiary or affiliate thereof will
file, and the solicitation/recommendation statement on Schedule 14D-9 that the Company will file, with the SEC, in the event that
a definitive agreement providing for a tender offer is entered into between TMI and the Company. Any solicitation and offer to buy
shares of the Company will only be made pursuant to an offer to purchase and related tender offer materials. In the event that a
definitive agreement providing for a tender offer is entered into between TMI and the Company and a tender offer is commenced,
TMI and/or a subsidiary or affiliate thereof will file with the SEC a tender offer statement on Schedule TO and other necessary
filings and in connection therewith the Company will file a solicitation/recommendation statement on Schedule 14D-9 and other
necessary filings with the SEC with respect to the tender offer. ANY SUCH TENDER OFFER MATERIALS (INCLUDING AN
OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER OFFER DOCUMENTS) AND
ANY SUCH SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 WILL CONTAIN IMPORTANT
INFORMATION. ANY HOLDERS OF SHARES ARE URGED TO READ THESE DOCUMENTS CAREFULLY IF AND
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT HOLDERS
SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SHARES. In the event that a
definitive agreement providing for a tender offer is entered into between TMI and the Company and a tender offer is commenced,
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the offer to purchase, the related letter of transmittal and the solicitation/recommendation statement and other filings related to the
offer will be made available for free at the SEC’s website at www.sec.gov. Copies of the documents filed with the SEC by the
Company will be available free of charge on the Company’s internet website at grinshipping.com/investorrelations.

About Grindrod Shipping

Grindrod Shipping owns and operates a diversified fleet of owned, long-term and short-term chartered-in drybulk vessels
predominantly in the handysize and supramax/ultramax segments. The drybulk business, which operates under the brand “Island
View Shipping” (“IVS”) includes a core fleet of 31 vessels consisting of 15 handysize drybulk carriers and 16 supramax/ultramax
drybulk carriers. The Company is based in Singapore, with offices in London, Durban, Tokyo and Rotterdam. Grindrod Shipping
is listed on NASDAQ under the ticker “GRIN” and on the JSE under the ticker “GSH”.

Forward-Looking Statements

This communication contains forward-looking statements related to a non-binding indicative proposal by TMI to acquire the entire
issued and to be issued share capital of the Company not already owned by TMI, or a subsidiary or affiliate thereof, that involves
substantial risks and uncertainties that could cause any actual outcome to differ materially from those expressed or implied by such
statements. These forward-looking statements are subject to risks and uncertainties including, among other things, risks related to
the ability of TMI and the Company to enter into a definitive agreement for a transaction, satisfaction or waiver of the conditions to
closing any transaction that is agreed to by TMI and the Company (including by reason of the failure to obtain necessary regulatory
approvals) in the anticipated timeframe or at all, including uncertainties as to whether and how many Company shareholders will
tender their shares into any tender offer and the possibility that any agreed transaction does not close; disruption from the announced
non-binding indicative proposal by TMI making it more difficult to maintain business and operational relationships and significant
transaction costs. A further description of risks and uncertainties relating to the Company can be found in the Company’s Annual
Report on Form 20-F for the fiscal year ended December 31, 2021 filed with the SEC on March 25, 2022, and in the subsequent
interim financial information included in the Company Report on Form 6-K furnished to the SEC on August 17, 2022, all of which
are available for free at the SEC’s website at www.sec.gov. Copies of these documents are also available free of charge on the
Company’s internet website at grinshipping.com/investorrelations.


Company Contact:                                                   Investor Relations / Media Contact:
Stephen Griffiths                                                  Nicolas Bornozis / Paul Lampoutis
Interim CEO / CFO                                                  Capital Link, Inc.
Grindrod Shipping Holdings Ltd.                                    230 Park Avenue, Suite 1536
200 Cantonment Road, #03-01 Southpoint                             New York, N.Y. 10169
Singapore, 089763                                                  Tel.: (212) 661-7566
Email: ir@grindrodshipping.com                                     Fax: (212) 661-7526
Website: www.grinshipping.com                                      Email: grindrod@capitallink.com


By Order of the Board

29 August 2022

Sponsor Grindrod Bank Limited




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