Dealing in securities by directors - allocation of forfeitable shares GRINDROD LIMITED (Incorporated in the Republic of South Africa) (Registration Number: 1966/009846/06) JSE Code: GND & GNDP ISIN: ZAE000072328 & ZAE000071106 (“Grindrod” or "the Company") DEALING IN SECURITIES BY DIRECTORS – ALLOCATION OF FORFEITABLE SHARES In accordance with paragraph 3.63 to 3.74 of the JSE Listings Requirements, shareholders are advised that the following executive directors of Grindrod Limited were awarded shares in terms of the group’s forfeitable share plan on 22 February 2016. The shares were accepted by the executive directors on the date the shares were traded, the salient details of which are set out below: Name of executive director : AK Olivier Name of company : Grindrod Limited Designation : Executive director and CEO Total Number of forfeitable shares awarded : 263 000 Grindrod ordinary shares Consideration : Nil Market price of shares on 25 February 2016 : R9.09 (volume weighted average) : R9.15 (high) : R8.65 (low) Number of shares traded on 25 February 2016 : 105 000 Value traded on 25 February 2016 : R954 282 Market price of shares on 26 February 2016 : R9.27 (volume weighted average) : R9.55 (high) : R9.10 (low) Number of shares traded on 26 February 2016 : 158 000 Value traded on 26 February 2016 : R 1 464 455 Total value : R 2 418 737 Vesting period : Three vesting periods commencing at the end of years three, four and five from the award date Nature of transaction : Direct beneficial Name of executive director : B Ntuli Name of company : Grindrod Limited Designation : Executive director Total Number of forfeitable shares awarded : 133 400 Grindrod ordinary shares Consideration : Nil Market price of shares on 26 February 2016 : R9.27 (volume weighted average) : R9.55 (high) : R9.10 (low) Number of shares traded on 26 February 2016 : 133 400 Value traded on 26 February 2016 : R 1 236 445 Total value : R 1 236 445 Vesting period : Three vesting periods commencing at the end of years three, four and five from the award date Nature of transaction : Direct beneficial Name of executive director : DA Polkinghorne Name of company : Grindrod Limited Designation : Executive director Total Number of forfeitable shares awarded : 61 400 Grindrod ordinary shares Consideration : Nil Market price of shares on 26 February 2016 : R9.27 (volume weighted average) : R9.55 (high) : R9.10 (low) Number of shares traded on 26 February 2016 : 61 400 Value traded on 26 February 2016 : R 569 098 Total value : R 569 098 Vesting period : Three vesting periods commencing at the end of years three, four and five from the award date Nature of transaction : Direct beneficial Name of executive director : AG Waller Name of company : Grindrod Limited Designation : Executive director and CFO Total Number of forfeitable shares awarded : 143 400 Grindrod ordinary shares Consideration : Nil Market price of shares on 26 February 2016 : R9.27 (volume weighted average) : R9.55 (high) : R9.10 (low) Number of shares traded on 26 February 2016 : 143 400 Value traded on 26 February 2016 : R 1 329 132 Total value : R 1 329 132 Vesting period : Three vesting periods commencing at the end of years three, four and five from the award date Nature of transaction : Direct beneficial Name of executive director : MR Wade Name of company : Grindrod Limited Designation : Executive director Total Number of forfeitable shares awarded : 211 200 Grindrod ordinary shares Consideration : Nil Market price of shares on 26 February 2016 : R9.27 (volume weighted average) : R9.55 (high) : R9.10 (low) Number of shares traded on 26 February 2016 : 3 800 Value traded on 26 February 2016 : R35 221 Market price of shares on 29 February 2016 : R9.08 (volume weighted average) : R9.30 (high) : R8.81 (low) Number of shares traded on 29 February 2016 : 207 400 Value traded on 29 February 2016 : R 1 882 777 Total value : R 1 917 998 Vesting period : Three vesting periods commencing at the end of years three, four and five from the award date Nature of transaction : Direct beneficial The above transactions took place on market. Clearance to trade has been obtained in terms of section 3.66 of the Listings Requirements. Sponsor: Grindrod Bank Limited 1 March 2016 Date: 01/03/2016 12:30:00 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.