GRINDROD LIMITED - Distribution of circular and notice of General Meeting

Distribution of circular and notice of General Meeting

GRINDROD LIMITED
(Incorporated in the Republic of South Africa)
(Registration Number: 1966/009846/06)
Ordinary share code: GND and ISIN: ZAE000072328
("Grindrod" or "the Company")


DISTRIBUTION OF CIRCULAR AND NOTICE OF GENERAL MEETING IN RESPECT OF THE
PROPOSED DISPOSAL OF 100% OF THE ISSUED ORDINARY SHARES GRINDROD LIMITED HOLDS IN GRINDROD
FINANCIAL HOLDINGS LIMITED ("GFH") AND 100% OF THE PREFERENCE SHARES IT HOLDS IN GRINDROD BANK
LIMITED ("GRINDROD BANK")

Shareholders are referred to the announcement published on the Stock Exchange News Service ("SENS") on
26 May 2022, wherein they were advised that Grindrod has entered into an agreement with African Bank Limited
("African Bank") in terms of which:
     -       Grindrod will dispose of 100% of the issued ordinary shares it holds in GFH, the holder of all the ordinary
             shares in Grindrod Bank; and
     -       Grindrod will dispose of 100% of the preference shares it holds in Grindrod Bank,
("Proposed Disposal")

Shareholders are advised that a copy of the circular relating to the Proposed Disposal ("Circular") incorporating a
notice of meeting of Grindrod ordinary and preference shareholders ("General Meeting") is available on the Company’s
website at: https://www.grindrod.com/investor-proposition/shareholder-documents#circulars-and-notices and will be
distributed to Grindrod shareholders today, Friday, 22 July 2022.

The General Meeting convened in terms of the Notice of General Meeting will be held entirely electronically at 10:00
on Tuesday, 23 August 2022, for the purpose of considering and, if deemed fit, passing, with or without modification,
the ordinary resolutions required to be approved by shareholders in order to approve the Proposed Disposal.

The salient dates and times relating to the Circular and the General Meeting are set out below. The definitions and
interpretations commencing on page 5 of the Circular have been used in this salient dates and times section.

                                                                                                                      2022
 Record date in order to determine which Grindrod Shareholders are eligible to receive
                                                                                                           Friday, 15 July
 the Circular and Notice of General Meeting
 Circular and Notice of General Meeting posted to Grindrod Shareholders and notice                         Friday, 22 July
 convening the General Meeting released on SENS on
 Last day to trade in order to be eligible to participate in and vote at the General                      Monday, 8 August
 Meeting
 Record date in order to be eligible to participate in and vote at the General Meeting                   Friday, 12 August
 Last day to lodge Forms of Proxy and/or Electronic Participation Application Forms                      Friday, 19 August
 and/or letters of representation for the General Meeting with the Transfer Secretaries 
 and/or TMS (as the case may be), for administrative purposes, by 10:00 on (see Note
 3 below)
 General Meeting held entirely electronically at 10:00 on                                               Tuesday, 23 August                           
 Results of the General Meeting released on SENS on                                                     Tuesday, 23 August

Notes
    1.   All dates and times are local dates and times in South Africa and are subject to change. Any changes will be announced
         through SENS.
    2.   Grindrod Shareholders are referred to page 2 of the Circular for information on the action required to be taken by them.
    3.   A Shareholder or its CSDP or Broker may submit a Form of Proxy and/or an Electronic Participation Application Form and/or
         letter of representation to the Transfer Secretaries and/or TMS (as the case may be), at any time before the commencement
         of the General Meeting before the appointed proxy exercises any of the relevant shareholder rights at the General Meeting.
    4.   If the General Meeting is adjourned or postponed, Forms of Proxy and Electronic Participation Application Forms submitted
         for the initial General Meeting will remain valid in respect of any adjournment or postponement of the General Meeting.
    5.   The Circular is available in English only and copies thereof may be obtained at the Company’s Registered Office between
         09:00 and 17:00 or from the Company Secretary by emailing Vicky.Commaille@grindrod.com or from the Transaction
         Sponsor, by emailing sponsorteam@rmb.co.za between Friday, 22 July 2022 and Tuesday, 23 August 2022, both days
         inclusive.

Durban
22 July 2022

Financial Advisor and Transaction Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)

Date: 22-07-2022 02:00:00
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