GND/GNDP - Grindrod Limited - Notice in terms of section 45(5) of the

GND/GNDP - Grindrod Limited - Notice in terms of section 45(5) of the           
companies Act, no 71 of 2008                                                    
GRINDROD LIMITED                                                                
(Registration number: 1966/0009846/06)                                          
Share code: GND & GNDP                                                          
ISIN: ZAE000072328 & ZAE000071106                                               
("Grindrod" or "the Company")                                                   
NOTICE IN TERMS OF SECTION 45(5) OF THE COMPANIES ACT, NO 71 OF 2008            
("the Act")                                                                     
1.   This is a notice in terms of section 45(5) of the Act.                     
2.   On 20 July 2011, the shareholders of Grindrod approved a special           
resolution authorising the board of directors of Grindrod ("the             
    Board") to provide financial assistance to related and inter-               
    related companies.                                                          
3.   The Board has, pursuant to the above authorisation and in                  
accordance with section 45 of the Act, resolved to provide                  
    guarantees to related and interrelated companies, to secure the             
    banking facilities required by such companies.                              
4.   The total financial assistance provided to related and inter-