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Results of Annual General Meeting
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
Date: 22-05-2025 05:30:00
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