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GRINDROD LIMITED - Audited Results and Dividend Announcement for the year ended 31 December 2012

Release Date: 27/02/2013 07:05
Code(s): GND GNDP     PDF:  
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Audited Results and Dividend Announcement for the year ended 31 December 2012

GRINDROD LIMITED
Registration number: 1966/009846/06	
Incorporated in the Republic of South Africa
Share code: GND & GNDP
ISIN: ZAE000072328 & ZAE000071106

AUDITED RESULTS AND DIVIDEND ANNOUNCEMENT
for the year ended 31 December 2012

-   Attributable income up 61% to R853,3 million (2011: R530,9 million)
-   Headline earnings per share up 22% to 121,9 cents (2011: 99,6 cents)
-   Final ordinary dividend up 28% to 15,4 cents per share (2011: 12,0 cents)
-   Conclusion of significant joint ventures and acquisitions across coal, fuel, 
    seafreight, rail and agency service businesses
-   Cash generated from operations R1,4 billion

CONDENSED CONSOLIDATED INCOME STATEMENT
for the year ended 31 December 2012

                                                                      Audited          Audited
                                                                  31 December      31 December
                                                          Change         2012             2011
                                                               %         R000             R000

Revenue                                                      (24)  27 262 223       35 885 258
Earnings before interest, taxation, depreciation
 and amortisation                                             (5)     953 825        1 005 537
Depreciation and amortisation                                       (412 430)        (362 979)
Operating profit before interest and taxation                         541 395          642 558
Non-trading items                                                     199 689           60 152
Interest received                                                     206 941          169 709
Interest paid                                                       (227 398)        (218 647)
Profit before share of associate and joint venture
  companies profit                                           10      720 627          653 772
Share of associate companies profit after taxation                     9 385            4 291
Share of joint venture companies profit after taxation               340 029          114 024
Profit before taxation                                              1 070 041          772 087
Taxation                                                            (148 228)        (175 363)
Profit for the year                                           54      921 813          596 724
Attributable to:
   Ordinary shareholders                                      61      853 266          530 905
   Preference shareholders                                             57 297           53 271
   Owners of the parent                                               910 563          584 176
   Non-controlling interests                                           11 250           12 548
                                                                      921 813          596 724
Exchange rates (R/US$)
  Opening exchange rate                                                  8,11             6,62
  Closing exchange rate                                                  8,48             8,11
  Average exchange rate                                                  8,22             7,27

                                                                      Audited         Audited
                                                                  31 December     31 December
                                                           Change        2012            2011
                                                               %         R000            R000
Reconciliation of headline earnings
Profit attributable to ordinary shareholders                          853 266         530 905
Adjusted for:                                                       (133 759)        (54 543)
  IAS 38  Impairment of goodwill                                      21 045           9 168
  IAS 38  Impairment of other investment                              11 208           5 849
  IAS 16  Impairment/(reversal of impairment) of
           ships, intangibles, plant and equipment                    178 648        (18 067)
  IFRS 3  Net profit on disposal of investments                    (312 887)        (48 180)
  IAS 16  Net loss/(profit) on disposal of plant
           and equipment                                                2 023         (8 922)
  IAS 21  FCTR adjustment on disposal of investment                 (33 965)               
Joint ventures:            
  IAS 16  Impairment of ships, plant, equipment
           and property                                                20 305               
Total taxation effects of adjustments                                (20 136)           5 609
Headline earnings                                              51     719 507         476 362
Ordinary share performance
Number of shares in issue less treasury shares   (000s)              590 486         589 536
Weighted average number of shares on which
  earnings per share are based	                 (000s)       23     590 097         478 234
Diluted weighted average number of shares on
  which diluted earnings per share are based     (000s)       24     592 728         479 192
Earnings per share 	                         (cents)
   Basic	                                               30       144,6           111,0
   Diluted                                                     30       144,0           110,8
Headline earnings per share	                 (cents)
   Basic                                                       22       121,9            99,6
   Diluted                                                     22       121,4            99,4
Dividends per share	                         (cents)       12        32,9            29,5
  Interim                                                                17,5            17,5
  Final                                                                  15,4            12,0
Dividend cover 	                                 (times)                  4,4             3,8

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
as at 31 December 2012
                                                                              Audited        Audited
                                                                          31 December    31 December
                                                                                 2012           2011
                                                                                 R000           R000

Ships, property, terminals, vehicles and equipment                          5 443 757      5 267 565
Investment property                                                            33 826         22 096
Intangible assets                                                             679 643        547 931
Investments in associates                                                     512 646        266 081
Investments in joint ventures                                               1 668 233        719 528
Deferred taxation                                                             107 435         89 472
Other investments and derivative financial assets                             325 888        129 478
Recoverables on cancelled ships                                               379 050        380 566
Total non-current assets                                                    9 150 478      7 422 717
Loans and advances to bank customers                                        3 188 454      2 542 048
Liquid assets and short-term negotiable securities                            626 378        190 259
Short-term loans                                                              518 819        303 513
Bank balances and cash                                                      4 226 367         15 133
Other current assets                                                        4 089 390      6 580 161
Non-current assets held for sale                                              273 615      3 467 286
Total current assets                                                        9 734 569     10 556 352
Total assets                                                               22 073 501     20 521 117
Shareholders equity                                                       10 114 356      9 216 769
Non-controlling interests                                                     126 533         94 336
Total equity                                                               10 240 889      9 311 105
Interest-bearing borrowings                                                 2 028 392      2 226 575
Financial services funding instruments                                        813 947              
Deferred taxation                                                             147 004        124 796
Provision for post-retirement medical aid                                      49 426         52 336
Other non-current liabilities                                                  58 611         33 669
Non-current liabilities                                                     3 097 380      2 437 376
Deposits from bank customers                                                4 661 346      2 910 945
Current interest-bearing borrowings                                         1 987 398      2 017 190
Financial services funding instruments                                        193 519        130 514
Other liabilities                                                           1 741 914      1 297 037
Non-current liabilities associated with assets held for sale                  151 055      2 416 951
Total current liabilities                                                   4 073 887      5 861 692
Total equity and liabilities                                               22 073 501     20 521 117
Net worth per ordinary share  at book value 	                 (cents)        1 609          1 454
Net debt:equity ratio                                                          0,07:1         0,10:1
Capital expenditure                                                         1 209 563      1 166 228
Capital commitments                                                           647 324        472 423
  Authorised by directors and contracted for                                  185 857        247 016
    Due within one year                                                       185 857        199 190
    Due thereafter                                                                           47 826
  Authorised by directors, not yet contracted for                             461 467       225 407

SEGMENTAL ANALYSIS
for the year ended 31 December 2012
                                                                         Audited         Audited
                                                                     31 December    31 December*
                                                                            2012            2011
                                                                            R000            R000
Revenue
Freight Services                                                       3 929 411       3 190 083
Trading                                                               27 074 222      29 756 780
Shipping                                                               4 009 832       3 914 926
Financial Services                                                       252 686         193 558
Group                                                                        911             433
                                                                      35 267 062      37 055 779
Segmental adjustments**                                              (8 004 839)     (1 170 521)
                                                                      27 262 223      35 885 258
Earnings before interest, taxation, depreciation and amortisation
Freight Services                                                         729 753         680 726
Trading                                                                  258 660         218 474
Shipping                                                                 308 390         245 322
Financial Services                                                       127 702          81 512
Group                                                                   (10 340)         (1 312)
                                                                       1 414 165       1 224 722
Segmental adjustments**                                                (460 340)       (219 185)
                                                                         953 825       1 005 537
Operating profit before interest and taxation
Freight Services                                                         509 842         480 689
Trading                                                                  241 815         202 866
Shipping                                                                  65 154          53 729
Financial Services                                                       126 380          80 462
Group                                                                   (13 973)         (4 623)
                                                                         929 218         813 123
Segmental adjustments**                                                (387 823)       (170 565)
                                                                         541 395         642 558
Share of associate companies profit after taxation
Freight Services                                                          50 196           4 291
Trading                                                                     (815)              
                                                                          49 381           4 291
Segmental adjustments**                                                  (39 996)              
                                                                           9 385           4 291
Profit/(loss) attributable to ordinary shareholders
Freight Services                                                         793 328         317 831
Trading                                                                  113 546         143 989
Shipping                                                                (169 710)          6 801
Financial Services                                                        65 145          58 398
Group                                                                     50 957           3 886
                                                                         853 266         530 905

*  Restated due to segmental adjustments in relation to IFRS and operating segments.
** Joint venture earnings are reviewed together with subsidiaries by the key decision maker. Segmental
   adjustments relate to joint ventures necessary to reconcile to IFRS presentation.

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the year ended 31 December 2012

                                                                             Equity      Foreign                                    Other
                                   Ordinary    Preference                   compen-     currency      Business                       non-    Accumu-     Interest of           Non-        Interest
                                      share         share        Share       sation  translation   combination     Hedging  distributable       lated      owners of   controlling           of all
                                    capital       capital      premium      reserve      reserve       reserve     reserve        reserve      profit     the parent     interests     shareholders
                                       R000          R000         R000         R000         R000          R000        R000           R000        R000           R000          R000             R000

Balance at 31 December 2010               9             2       28 671       37 300    (160 461)                (152 706)                 6 104 046      5 856 861       113 854        5 970 715
Share options exercised                                          2 612                                                                                         2 612                          2 612
Share-based payments                                                            647                                                                              647                            647
Share issue                               3                  1 999 997                                                                                     2 000 000                      2 000 000
Share issue expenses                                          (18 810)                                                                                      (18 810)                       (18 810)
Treasury shares sold                                             1 945                                                                                         1 945                          1 945
Non-controlling interest acquired                                                                      (18 718)                                             (18 718)      (26 277)         (44 995)
	 Profit for the year                                                                                                                  584 176        584 176        12 548          596 724
	 Other comprehensive income                                                      904 559                   159 665                                 1 064 224       (2 585)        1 061 639
Total comprehensive income                                                                                                                                 1 648 400         9 963        1 658 363
Ordinary dividends paid                                                                                                                     (202 897)      (202 897)       (3 204)        (206 101)
Preference dividends paid                                                                                                                    (53 271)       (53 271)                      (53 271)
Balance at 31 December 2011              12             2    2 014 415       37 947      744 098       (18 718)      6 959                 6 432 054     9 216 769         94 336        9 311 105
Share options exercised                                          7 839                                                                                         7 839                          7 839
Share-based payments                                                          4 179                                                                            4 179                          4 179
Treasury shares sold                                             2 989                                                                                         2 989                          2 989
Business acquisitions/(disposals)                                                                                                            (31 160)       (31 160)        23 397          (7 763)
Non-controlling interest disposed                                                                                                                                           2 849            2 849
	 Profit for the year                                                                                                                  910 563        910 563        11 250          921 813
	 Other comprehensive income                                                      261 162         5 998     (7 204)      (25 000)                     234 956         2 588          237 544
Total comprehensive income                                                                                                                                 1 145 519        13 838        1 159 357
Ordinary dividends paid                                                                                                                     (174 482)      (174 482)       (7 887)        (182 369)
Preference dividends paid                                                                                                                    (57 297)       (57 297)                      (57 297)
Balance at 31 December 2012              12             2    2 025 243       42 126    1 005 260      (12 720)       (245)      (25 000)    7 079 678     10 114 356       126 533       10 240 889

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
for the year ended 31 December 2012
                                                                       Audited          Audited
                                                                   31 December      31 December
                                                                          2012             2011
                                                                          R000             R000

Profit for the year                                                    921 813          596 724
Other comprehensive income
Exchange differences on translating foreign operations
  Exchange differences arising during the year                         263 750          901 974
Cash flow hedges
  (Losses)/profits during the year                                     (6 345)          161 735
  Reclassification adjustments for amounts recognised in assets          (859)          (2 070)
Business combination release                                             5 998                
Fair value loss arising on available-for-sale investments             (25 000)                
Total comprehensive income for the year                              1 159 357        1 658 363
Total comprehensive income attributable to:
  Owners of the parent                                               1 145 519        1 648 400
  Non-controlling interests                                             13 838            9 963
                                                                     1 159 357        1 658 363
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
for the year ended 31 December 2012

                                                                       Audited          Audited
                                                                   31 December      31 December
                                                                          2012             2011
                                                                          R000             R000

Operating profit before working capital changes                        890 190        1 069 342
Working capital changes                                                532 465      (1 264 377)
Cash generated from/(utilised in) operations                         1 422 655        (195 035)
Net interest paid                                                     (20 457)        (125 180)
Net dividends paid                                                   (215 472)        (230 115)
Taxation paid                                                        (101 985)         (63 004)
                                                                     1 084 741        (613 334)
Net bank advances to customers and other short-term negotiables        667 876          453 489
Net cash flows generated from/(utilised in) operating activities
 before ships sales and purchases                                    1 752 617        (159 845)
Refund on ships under construction cancelled                            16 846                
Capital expenditure on ships and locomotives                         (242 372)        (842 831)
Net cash flows generated from/(utilised in) operating activities     1 527 091      (1 002 676)
Acquisition of property, terminals, vehicles and equipment           (949 300)        (320 494)
Acquisition of other investments                                      (95 046)         (30 190)
Proceeds from disposal of property, terminals, vehicles
  and equipment and investments                                        499 936          111 061
Proceeds from repayment of share capital by joint venture                              262 235
Intangible assets acquired                                            (17 891)          (2 903)
Loans advanced to joint venture and associate companies               (73 186)         (13 249)
Net cash flows (utilised in)/generated from investing activities     (635 487)            6 461
Net proceeds from issue of ordinary share capital                        7 839        1 983 803
Proceeds from disposal of treasury shares                                2 989            1 945
Long-term interest-bearing debt raised                               1 432 603        1 548 382
Payment of capital portion of long-term interest-bearing debt        (834 015)        (708 718)
Short-term interest-bearing debt (repaid)/issued                     (126 514)          179 130
Net cash flows from financing activities                               482 902        3 004 542
Net increase in cash and cash equivalents                            1 374 506        2 008 327
Cash and equivalents at beginning of the year                        2 901 050          903 846
Difference arising on translation                                     (25 306)         (11 123)
Cash and cash equivalents at end of the year                         4 250 250        2 901 050

BUSINESS COMBINATIONS
for the year ended 31 December 2012

Acquisition of subsidiaries, joint ventures and associates
During the year, the group acquired the following additional interests:

                                                                            Interest       Purchase
                                                 Nature of  Percentage      acquired  consideration
Company acquired                                  business    acquired          2012           R000
Ocean Africa Container Lines (Pty) Ltd          Seafreight        51,0     1 January              
Petrologistics Botswana (Pty) Ltd                Logistics        75,5        1 June         28 891
JFM Sturrock Holdings (Pty) Ltd             Ships agencies        50,0    1 November              
Grey Haven Riches 27 Limited (Plexus)            Financial        95,1       31 July         50 414
Vitol Coal South Africa BV                         Trading        35,0     1 January        156 643
New Limpopo Bridge Projects Limited                   Rail        46,4        1 July        388 478
Russelstone Protein (Pty) Ltd             Soybean crushing        30,0   1 September         29 060
Total purchase consideration                                                                653 486

Reasons for acquisitions
The primary reasons for the business acquisitions were to acquire outstanding non-controlling
interests to consolidate Grindrods position and to expand Grindrods presence into new markets and
geographical areas.

Impact of the acquisitions on the results of the group
From the dates of their acquisition, the acquired businesses contributed attributable profit of
R79 486 000.

Net assets acquired in the subsidiaries transactions and the goodwill/intangible assets arising, are as
follows:

                                                        Acquirees carrying amount before
                                                                combination at fair value
Net assets acquired                                                                  R000
Property, plant and equipment                                                      54 707
Interest in associate companies                                                   208 899
Interest in joint venture companies                                               156 643
Investments                                                                         4 304
Taxation                                                                            1 687
Working capital                                                                  (90 320)
Cash and bank                                                                     158 954
Non-controlling interest                                                          (8 037)
Long-term liabilities                                                            (27 431)
Deferred taxation                                                                 (5 260)
Total                                                                             454 146
Goodwill and intangible assets arising on acquisition                             170 280
Purchase consideration relating to associate                                       29 060
                                                                                  653 486

The goodwill arising on the acquisition of these businesses is attributable to the anticipated profitability
of these businesses and synergies expected.

Disposal of subsidiaries, joint ventures and associates
During the year the group disposed of the following interests:

                                                                          Interest        Disposal
                                              Nature of    Percentage     disposed   consideration
Company disposed                               business      disposed         2012            R000
Terminal De Carvo da Matola Limitada
(Mozambique)                                  Terminals          35,0    1 January         444 379
                                           Clearing and
Röhlig-Grindrod (Pty) Ltd                    forwarding           7,5       1 June               
Grindrod Ships Agencies (Pty) Ltd        Ships agencies          50,0   1 November               
Grindrod Ships Agencies (Mozambique)
Limited                                  Ships agencies          50,0   1 November               
Sinpor Trading (Pty) Ltd                  Steel trading         100,0   9 November             456
                                            Marine fuel
Cockett Holdings Limited                 and lubricants          50,0      30 June          16 045
Grindrod Trading and Bunkering
Netherlands BV (Bunker trading)          Bunker trading          50,0      30 June          11 298
                                            Marine fuel
Equus Investments Limited                and lubricants          50,0      30 June         132 608
Cockett Marine Oil Asia, a division of      Marine fuel
Grindrod Trading Asia Pte Ltd            and lubricants          50,0      30 June          50 319
                                            Marine fuel
Cockett Marine South Africa (Pty) Ltd    and lubricants          50,0      30 June             673
Total disposal consideration                                                               655 778

Reason for disposals
The primary reason for the disposals was to expand Grindrods presence into new markets and
geographics together with chosen partners.

                                  Fair value
Net assets disposed                     R000
Property, plant and equipment          5 975
Intangible assets                     13 388
Interest in associate companies       28 862
Investments                         (98 775)
Working capital                    (148 701)
Cash and bank                        199 223
Non-controlling interest             (8 037)
Short-term liabilities               (1 476)
Deferred taxation                      3 666
Non-current assets disposed          622 460
Total                                616 585
Profit on disposal                    39 193
                                     655 778
Contingent assets/liabilities

The company has guaranteed loans and facilities of subsidiaries and joint ventures amounting to
R6 422 946 000 (2011: R5 101 000 000) of which R3 104 728 000 (2011: R2 372 000 000) had been
utilised at year-end.

The company has guaranteed charter hire payments and other guarantees of subsidiaries amounting
to R1 524 356 000 (2011: R1 501 250 000). The charter hire payments are due by the subsidiaries in
varying amounts from years 2012 to 2019.	

On disposal of an interest in an entity, the acquirer has agreed to compensate the group if certain
targets are met. At reporting date, the achievability of these targets was undetermined.

Leases and shipcharters
                                         Audited       Audited
                                     31 December   31 December
                                            2012          2011
                                            R000          R000
Operating leases and ship charters
  Income                                 763 267       659 412
  Expenditure                          2 652 727     3 768 860
Finance lease liabilities                 75 861        56 817

PREPARER OF CONSOLIDATED ANNUAL FINANCIAL STATEMENTS
for the year ended 31 December 2012

These annual financial statements have been prepared under the supervision of AG Waller, CA (SA).

AG Waller
Group Financial Director
26 February 2013

Business review

Overview
With Grindrods businesses focused on offering end-to-end commodity supply chain solutions in
the movement of liquid bulk, drybulk and containerised and vehicle commodities, a concerted effort
was made during the year to remain focused on executing the strategy, managing risks and meeting
financial targets.

Notable strategic initiatives to progress the strategy of delivering an integrated freight and logistics
service and investing in infrastructure assets and opportunities with high barriers to entry, include:

-  Developing infrastructure to expand the capacity of the Port of Maputo;
-  Increasing the capacity of the Maputo coal terminal;
-  Investing in rail through increasing the locomotive manufacturing capacity and investments in rail
   technology and concession businesses; and
-  Partnering with Vitol, one of the worlds larger energy trading businesses, in a number of Grindrods 
   coal and fuel related businesses to increase access to global markets.

These initiatives, along with a number of others, are positioning the group for further growth.

The group generated earnings of R853,3 million for the year ended 31 December 2012
(2011: R530,9 million), representing a 61% increase on the prior year. Earnings growth on the prior
year was achieved in the Freight Services and Financial Services divisions. Trading was up 12% on
a comparable basis when adjusting for the sale of 50% of the marine fuels business at the end of
June 2012. Shipping continues to be impacted by the weak shipping markets which necessitated
some impairments of the vessels.

Headline earnings per share increased by 22% to 121,9 cents (2011: 99,6 cents). The non-trading
items include the profit on sale of a share in the Maputo coal terminal, loss on disposal of 50% of the
marine fuels business and the impairment of ships, equipment and goodwill.

Earnings per share is calculated on a weighted average of 590 million shares, up 112 million from the
previous year, primarily as a result of the specific issue in November 2011.

A Total ordinary dividend of 32,9 cents per share (2011: 29,5 cents per share) has been declared.

The groups statement of financial position remains sound with total assets of R22,1 billion
(2011: R20,4 billion). The net debt:equity ratio is 7% at 31 December 2012 (2011: 10%). Book net
asset value per share is R16,09 (2011: R14,54).

Capital expenditure and commitments
Capital expenditure and investments, for the year ended 31 December 2012 amounted to R1 305 million
(2011: R1 166 million), of which 85% was expansionary and the balance maintenance or replacement
capital expenditure. The capital expenditure comprised payments on two drybulk ships, two tankers,
the Maputo coal terminal Phase 3,5 expansion project, locomotives, a rail concession business and
coal trading contracts.

                           Capital        Capital commitments                Split as follows
                        expenditure                                       Approved      Approved
                                                                               not           and
R million                    2012     2013    2014   2015+     Total    contracted    contracted
Freight Services              982      597      84      18       699           442           257
  Logistics                   219      252      66              318           198           120
  Ports and Terminals         189      329      18      18       365           244           121
  Rail                        574       16                      16                         16
Trading                       203       32       1       1        34            10            24
Shipping                      591      470       8              478             9           469
  Drybulk                     359      103       8              111             9           102
  Tankers                     232      367                     367                        367
Financial Services             66                                                         
Group                           7        6       4       3        13            12             1
                           1 849    1 105      97      22     1 224           473           751
                                                                                         
Split as follows:                                                                         
Subsidiaries                1 370      537      89      22       648           461           187
Joint ventures                479      568       8              576            12           564

The group is confident that it has adequate funding for capital commitments through its cash resources
and banking facilities.

Cash flow and borrowings
Operating profit before working capital adjustments was R890,2 million (2011: R1 069 million). The
groups working capital position reflects a net inflow for the period of R532,5 million, largely due to
the disposal of a 50% interest in the marine fuels business, now treated as a joint venture. Capital
expenditure on ships, locomotives and terminals was offset by proceeds from the sale of a 35% interest
in the Maputo coal terminal. These movements resulted in the net debt position at 31 December 2011
of R889,7 million decreasing to R745,5 million at 31 December 2012 and the net debt:equity ratio
declined to 7% (2011: 10%).

Shareholders equity
The total number of ordinary shares in issue is 599 665 314. The 9 179 348 ordinary shares repurchased
in prior years continue to be held in treasury. Of these, 2 302 884 shares have been allocated to the group
forfeitable share plan, as approved by shareholders at the Annual General Meeting on 30 May 2012.

Basis of preparation
The condensed consolidated financial information has been prepared and presented in accordance with
the framework concepts and the measurement and recognition requirements of International Financial
Reporting Standards (IFRS), the SAICA Financial Reporting Guides as issued by the Accounting
Practices Committee and Financial Reporting Pronouncements as issued by the Financial Reporting
Standards Council, the listing requirements of the JSE Limited, the information as required by IAS 34:
Interim Financial Reporting and the requirements of the South African Companies Act 71 of 2008. The
report has been prepared using accounting policies that comply with IFRS which are consistent with
those applied in the financial statements for the year ended 31 December 2012.

These condensed consolidated annual financial statements were approved by the board of directors
on 26 February 2013.

Accounting policies
The accounting policies adopted and methods of computation used in the preparation of the condensed
consolidated annual financial statements are in terms of IFRS and are consistent with those of the
consolidated annual financial statements for the year ended 31 December 2011.

Audit opinion
The auditors, Deloitte & Touche have issued their opinion on the groups financial statements for the
year ended 31 December 2012.

The audit was conducted in accordance with International Standards on Auditing. They have issued
an unmodified audit opinion. These condensed consolidated annual financial statements have been
derived from the group financial statements and are consistent in all material respects with the group
financial statements. A copy of their audit report is available for inspection at the companys registered
office.

Any reference to future financial performance included in this announcement, has not been reviewed or
reported on by the companys auditors.

The auditors report does not necessarily cover all of the information contained in this announcement/
financial report. Shareholders are therefore advised that in order to obtain a full understanding of the
nature of the auditors work, they should obtain a copy of that report together with the accompanying
financial information from the registered office of the company.

Directorate/executive
Messrs JJ Durand and PJ Liddiard (as alternate) were appointed to the board with effect from
9 May 2012 due to the tragic loss of Mr MH Visser on 26 April 2012. Mr Vissers contribution will be
missed by the group.

Messrs AC Brahde and GG Gelink were appointed to the board with effect from 1 January 2013.
Mr WP Hartmann, responsible for the Trading division, was appointed to the executive committee on
1 June 2012 following the resignation of Mr AF Stewart from the board on 31 May 2012. The board of
directors express appreciation for Mr Stewarts contribution.

Ms B Ntuli was appointed to the executive committee in the position of Executive of Corporate Services
on 1 December 2012.

Mr CAS Robertson resigned as Company Secretary on 1 February 2013 and was replaced by
Mrs CI Lewis.

Post balance sheet events
There are no material post balance sheet events to report.

Prospects
Grindrod is well positioned for growth, however drybulk shipping markets are likely to remain under
pressure which will continue to impact the shipping earnings.

For and on behalf of the board

IAJ Clark	AK Olivier
Chairman	Chief Executive Officer

Declaration of final dividend

Preference dividend
Notice is hereby given that a gross final dividend of 379,0 cents per cumulative, non-redeemable,
non-participating and non-convertible preference share (2011: 363,0 cents) has been declared for the
year ended 31 December 2012, payable to preference shareholders in accordance with the timetable.

In terms of the dividend tax effective 1 April 2012, the following additional information is disclosed:

- The local dividend tax rate is 15%;
- No secondary tax on companies (STC) credits will be utilised for the final preference dividend;
- 7 400 000 cumulative, non-redeemable, non-participating and non-convertible preference shares
  are in issue;
- The net preference dividend is 322,15000 cents per share for preference shareholders who are not
  exempt from dividends tax; and
- Grindrod Limiteds tax reference number is 9435/490/71/0.

Ordinary dividend
Notice is hereby given that a gross final dividend of 15,4 cents per ordinary share (2011: 12,0 cents) has
been declared for the year ended 31 December 2012, payable to ordinary shareholders in accordance
with the timetable.

In terms of the dividend tax effective 1 April 2012, the following additional information is disclosed:

- The local dividend tax rate is 15%;
- STC credits of 1,48784 cents per share will be utilised for the final ordinary dividend;
- 599 665 314 ordinary shares are in issue;
- The net ordinary dividend is 13,31318 cents per share for ordinary shareholders who are not
  exempt from dividends tax; and
- Grindrod Limiteds tax reference number is 9435/490/71/0.

Timetable
Last day to trade cum-dividend	                                                Thursday, 14 March 2013
Shares commence trading ex-dividend	                                          Friday, 15 March 2013
Record date	                                                                  Friday, 22 March 2013
Dividend payment date	                                                          Monday, 25 March 2013

No dematerialisation or rematerialisation of shares will be allowed for the period Friday, 15 March 2013
to Friday, 22 March 2013, both days inclusive.

The dividends are declared in the currency of the Republic of South Africa.

By order of the board

CI Lewis
Group Company Secretary

26 February 2013

Corporate information

Directors
IAJ Clark (Chairman)*, AK Olivier (Chief Executive Officer), H Adams**, AC Brahde** (Norwegian),
JJ Durand*, MR Faku*, WD Geach**, GG Gelink**, IM Groves**, MJ Hankinson**, PJ Liddiard
(Alternate)*, DA Polkinghorne, DA Rennie, MR Wade (British), AG Waller (Group Financial Director),
SDM Zungu**
*Non-executive, ** Independent non-executive

Registered office
Quadrant House
115 Margaret Mncadi Avenue
Durban
4001
PO Box 1, Durban, 4000

Transfer secretaries
Computershare Investor Services (Pty) Ltd
70 Marshall Street
Johannesburg
2001
PO Box 61051, Marshalltown, 2107

Sponsor
Grindrod Bank Limited
First Floor, Building 3
North Wing, Commerce Square
39 Rivonia Road
Sandhurst
Sandton
2146
PO Box 78011, Sandton 2146

Registration number: 1966/009846/06	
Incorporated in the Republic of South Africa
Share code: GND & GNDP
ISIN: ZAE000072328 & ZAE000071106
For more information, please refer to www.grindrod.co.za
Date: 27/02/2013 07:05:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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