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Results of the Annual General Meeting of Grindrod Shipping Holdings Ltd. held on May 25, 2023 (the “AGM”)
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
RESULTS OF THE ANNUAL GENERAL MEETING OF GRINDROD SHIPPING HOLDINGS LTD. HELD
ON MAY 25, 2023 (the “AGM”)
There were 19,472,008 ordinary shares in issue as at the date of the AGM. 16,530,885 ordinary shares, being 84.896%
of the issued ordinary shares, were present or represented at the AGM, constituting a quorum.
At the AGM, the shareholders voted on all the resolutions relating to the ordinary business and all the resolutions
relating to the special business as set out in the notice of the AGM, dated April 12, 2023. All resolutions considered
at the meeting were duly passed.
Each ordinary share carries one vote. Details of all votes validly cast at the AGM are set out below:
For (1) Against (1) Abstentions (1)
Number Number
Number of of of
shares %(2) shares %(2) shares %(3)
Resolution number and details
Routine Business
1. To receive and adopt the Directors’
Statement and Audited Financial Statements
for the financial year ended December 31,
2022 and the Auditor’s Report thereon. 16,504,791 99.970% 4,969 0.030% 21,125 0.128%
2. To re-appoint Mr. Paul Charles Over, who
retires pursuant to Regulation 101 of the
Constitution, as a Director of the Company. 16,479,354 99.897% 16,946 0.103% 34,585 0.209%
3. To re-appoint Ms. Rebecca I Brosnan, who
retires pursuant to Regulation 106 of the
Constitution, as a Director of the Company. 16,477,438 99.884% 19,150 0.116% 34,297 0.207%
4. To re-appoint Mr. Edward David
Christopher Buttery, who retires pursuant to
Regulation 106 of the Constitution, as a
Director of the Company. 16,476,859 99.885% 19,041 0.115% 34,985 0.212%
5. To re-appoint Mr. Gordon William French,
who retires pursuant to Regulation 106 of the
Constitution, as a Director of the Company. 16,478,825 99.897% 17,058 0.103% 35,002 0.212%
6. To re-appoint Mr. Alan Ian Hatton, who
retires pursuant to Regulation 106 of the
Constitution, as a Director of the Company. 16,477,674 99.901% 16,400 0.099% 36,811 0.223%
7. To re-appoint Dr. Kurt Ernst Moritz
Klemme, who retires pursuant to Regulation
106 of the Constitution, as a Director of the
Company. 16,477,309 99.891% 17,963 0.109% 35,613 0.215%
8. To re-appoint Mr. Charles Goodson Maltby,
who retires pursuant to Regulation 106 of the
Constitution, as a Director of the Company. 16,478,987 99.902% 16,092 0.098% 35,806 0.217%
9. To re-appoint Mr. Cullen Michael Schaar,
who retires pursuant to Regulation 106 of the
Constitution, as a Director of the Company. 16,477,371 99.886% 18,732 0.114% 34,782 0.210%
10. To approve the remuneration of the Non-
executive Directors of the Company from time
to time during the year ending December 31,
2023 in accordance with the following annual
fee rates as may be relevant to each Non-
executive Director: (i) total all-inclusive
Chairman’s fee of US$175,000; (ii) Directors’
fee of US$85,000; (iii) Committee Chairman’s
fee of US$40,000; and (iv) Committee
member’s fee of US$15,000. 16,439,308 99.617% 63,154 0.383% 28,423 0.172%
11. To re-appoint Deloitte & Touche LLP as
the Auditors of the Company for the financial
year ending December 31, 2023 and to
authorize the Directors to fix their
remuneration. 16,511,395 99.967% 5,434 0.033% 14,056 0.085%
Special Business
12. To approve the NED Compensation
Program pursuant to which the NEDs
concerned will be paid up to US$2,000 per
diem, or a monthly retainer, or a flat retainer,
always subject to a maximum of
US$120,000 per annum per NED for any
extraordinary work undertaken on behalf of
the Company outside of the scope and time
commitment contained in the letters of
appointment for the NEDs. 16,427,191 99.664% 55,311 0.336% 48,383 0.293%
13. Renewal of the Share Repurchase
Mandate. 16,486,382 99.896% 17,149 0.104% 27,354 0.165%
14. Authority to issue and allot shares. 16,414,108 99.502% 82,148 0.498% 34,629 0.209%
Notes :
(1) Whilst ordinary shares abstained from voting and broker non-votes count toward determining the quorum of the
meeting, the calculation of the percentage of votes cast in favour of, or against, the resolution disregards
abstained votes and broker non-votes.
(2) Percentage is calculated as the votes for or against, as applicable, divided by the total of votes for and against,
and not including abstentions and broker non-votes.
(3) Percentage is calculated as the votes abstained and broker non-votes divided by total ordinary shares represented
at the AGM, being 16,530,885 ordinary shares.
By order of the Board
26 May 2023
Sponsor: Grindrod Bank Limited
Date: 26-05-2023 08:30:00
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