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Results of annual general meeting

Published: 2022-06-03 15:42:00 ET

Grindrod Limited (JSE:GND) News - Results of annual general meeting

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, shareholders are hereby advised that at the annual
general meeting of shareholders of the Company held electronically today, Friday, 3 June 2022, all the proposed
ordinary and special resolutions, as set out in the notice of annual general meeting contained in the Integrated
Annual Report which was distributed to shareholders on 11 April 2022, were passed by the requisite majority of
shareholders present and voting, in person or by proxy, at the annual general meeting.

Details of the results of voting at the annual general meeting 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”):
         669 174 958.
-        Total number of issued ordinary shares which were present/represented at the annual general meeting:
         487 871 262 being 72.91% 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 annual general meeting:
         691 024 being 9.34% of the Total Votable Preference Shares.

ORDINARY RESOLUTIONS FOR ORDINARY SHAREHOLDERS

Ordinary resolution 2.1.1: Re-election of directors retiring by rotation: WJ Grindrod
 For (1)                   Against (1)                Abstentions (2)           Shares voted (3)
 99.76%                    0.24%                      0.05%                     72.85%

Ordinary resolution 2.1.2: Re-election of directors retiring by rotation: B Magara
 For (1)                   Against (1)                Abstentions (2)           Shares voted (3)
 99.99%                    0.01%                      0.05%                     72.85%

Ordinary resolution 2.1.3: Re-election of directors retiring by rotation: ZP Zatu Moloi
 For (1)                   Against (1)                Abstentions (2)           Shares voted (3)
 99.99%                    0.01%                      0.05%                     72.85%

Ordinary resolution 2.2.1: Confirmation of appointment of director appointed by the board since the
previous annual general meeting and chair of the board: CA Carolus
 For (1)                   Against (1)                Abstentions (2)           Shares voted (3)
 99.99%                    0.01%                      0.05%                     72.85%

Ordinary resolution 2.2.2: Confirmation of appointment of director appointed by the board since the
previous annual general meeting: D Malik
 For (1)                   Against (1)                Abstentions (2)           Shares voted (3)
 100.00%                   0.00%                      0.05%                     72.85%

Ordinary resolution 2.3: Election of member and appointment of chairman of the Audit committee: GG
Gelink
 For (1)                   Against (1)                Abstentions (2)           Shares voted (3)
 99.10%                    0.90%                      0.05%                     72.85%

Ordinary resolution 2.4.1: Election of members of the Audit committee: D Malik
 For (1)                   Against (1)                Abstentions (2)           Shares voted (3)
 100.00%                   0.00%                      0.05%                     72.85%

Ordinary resolution 2.4.2: Election of members of the audit committee: ZP Zatu Moloi
 For (1)                   Against (1)                Abstentions (2)           Shares voted (3)
 100.00%                   0.00%                      0.05%                     72.85%

Ordinary resolution 2.5.1: Re-appointment of Deloitte & Touche as independent auditors
 For (1)                   Against (1)                Abstentions (2)           Shares voted (3)
 87.08%                    12.92%                     0.06%                     72.85%

Ordinary resolution 2.5.2: Re-appointment of M Holme as designated audit partner
 For (1)                   Against (1)                Abstentions (2)           Shares voted (3)
 98.97%                    1.03%                      0.05%                     72.85%

Ordinary resolution 2.6: General authority to directors to allot and issue ordinary shares
 For (1)                   Against (1)                Abstentions (2)           Shares voted (3)
 79.30%                    20.70%                     0.05%                     72.85%

Ordinary resolution 2.7: General authority to issue ordinary shares for cash
 For (1)                   Against (1)               Abstentions (2)            Shares voted (3)
 76.09%                    23.91%                    0.05%                      72.85%

SPECIAL RESOLUTIONS FOR ORDINARY SHAREHOLDERS

Special resolution 3.1: Approval of non-executive directors’ fees
 For (1)                   Against (1)               Abstentions (2)            Shares voted (3)
 99.98%                    0.02%                     0.06%                      72.84%

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)
 98.07%                    1.93%                     0.05%                      72.85%

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)
 98.31%                    1.69%                     0.06%                      72.85%

SPECIAL RESOLUTION FOR ORDINARY AND PREFERENCE SHAREHOLDERS

Special resolution 3.4: Repurchase of Grindrod’s ordinary shares
Ordinary shareholders
 For (1)                   Against (1)               Abstentions (2)            Shares voted (3)
 99.75%                    0.25%                     0.05%                      72.85%

Preference shareholders
 For (1)                   Against (1)               Abstentions (2)            Shares voted (3)
 75.92%                    24.08%                    0.06%                      9.34%

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)
 85.14%                    14.86%                     0.07%                     72.83%

Non-binding advisory vote 4.2: Confirmation of the Group implementation report
 For (1)                   Against (1)               Abstentions (2)            Shares voted (3)
 80.30%                    19.70%                    0.06%                      72.84%

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 annual general meeting.

(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 annual general
      meeting in respect of each individual resolution is disclosed as a percentage in relation to the Total Votable
      Ordinary Shares/Total Votable Preference Shares.

3 June 2022

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

Date: 03-06-2022 05:42:00
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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.