Results of Claw-Back Offer to Qualifying Grindrod Shareholders Remgro Limited Grindrod Investments Proprietary Limited (Incorporated in the Republic of South (Incorporated in the Republic of South Africa) Africa) (Registration number 1968/006415/06) (Registration number 1957/003944/07) Share code: REM (“Grindrod Investments”) ISIN: ZAE000026480 acting through its wholly-owned subsidiary Industrial Partnership Investments Proprietary Limited (Registration number 1975/004528/07) (“Remgro”) RESULTS OF CLAW-BACK OFFER TO QUALIFYING GRINDROD SHAREHOLDERS 1. Introduction Shareholders of Grindrod Limited (“Grindrod”) are referred to the announcement released on the Stock Exchange News Service of the JSE Limited on Tuesday, 13 May 2014, (the "Claw-back Offer Announcement") setting out the terms of a claw-back offer of Grindrod shares to Qualifying Grindrod Shareholders (the “Claw-back Offer”). Capitalised terms not defined in this announcement shall have the meanings given to them in the Claw-back Offer Announcement. 2. Results of the Claw-back Offer The Claw-back Offer closed on Friday, 23 May 2014. Remgro and Grindrod Investments are pleased to announce that Qualifying Grindrod Shareholders accepted the Claw-back Offer in respect of a total of 5,307,691 Claw-back Offer Shares at the Claw-back Offer price of R25.00 per share, together with the Securities Transfer Tax (“STT”) payable thereon, for a total purchase consideration of approximately R133 million. More than 15,000 valid acceptances were received. 3. Settlement of the Claw-back Offer CSDP or broker accounts in respect of dematerialised Qualifying Grindrod Shareholders will be credited with validly purchased Claw-back Offer Shares and debited with the aggregate purchase price due (together with the STT payable thereon) on Tuesday, 3 June 2014. Share certificates in respect of validly purchased Claw-back Offer Shares will be posted to certificated Qualifying Grindrod Shareholders on or about Tuesday, 3 June 2014. Stellenbosch 27 May 2014 Merchant bank and sponsor RAND MERCHANT BANK (A division of FirstRand Bank Limited) Attorneys Webber Wentzel Date: 27/05/2014 12:55:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.