Dealing in securities by directors - vesting and sale of shares to meet tax obligations GRINDROD LIMITED (Registration number: 1966/0009846/06) Share code: GND & GNDP ISIN: ZAE000072328 & ZAE000071106 DEALING IN SECURITIES BY DIRECTORS – VESTING AND SALE OF SHARES TO MEET TAX OBLIGATIONS Shareholders are referred to the announcement published on SENS on 25 June 2012 detailing an allocation of forfeitable shares. A portion of the shares awarded and accepted by the executive directors of Grindrod Limited on 25 June 2012 have vested on 31 May 2016 in terms of the forfeitable share plan and are now free of restrictions imposed by the forfeitable share plan. In accordance with paragraph 3.63 to 3.74 of the JSE Listings Requirements, shareholders are advised that two executive directors of Grindrod Limited sold a portion of the shares that vested in order to settle their income tax obligation arising from the vesting of the shares. The vesting and sale of shares that were traded by the executive directors on 31 May 2016 and 1 June 2016, the salient details of which are set out below: Name of company : Grindrod Limited Class of securities : Grindrod Ordinary Shares Nature of transaction : Vesting of Shares Nature of interests : Direct beneficial Clearance to deal : Yes Name of director : AK Olivier Designation : Chief Executive officer Number of shares vested on 31 May 2016 : 200 000 Name of company : Grindrod Limited Class of securities : Grindrod Ordinary Shares Nature of transaction : Vesting and Sale of Shares Nature of interests : Direct beneficial Clearance to deal : Yes Name of director : AG Waller Designation : Executive Director Number of shares vested on 31 May 2016 : 100 000 Date of sale : 1 June 2016 Number of shares sold : 42 142 Highest price of sale transactions : R10.90 Lowest price of sale transactions : R10.12 Weighted average price of sale transactions : R10.41 Total value of sale transactions : R 438 529.65 Name of company : Grindrod Limited Class of securities : Grindrod Ordinary Shares Nature of transaction : Vesting and Sale of Shares Nature of interests : Direct beneficial Clearance to deal : Yes Name of director : DA Polkinghorne Designation : Executive Director Number of shares vested on 31 May 2016 : 50 000 Date of sale : 1 June 2016 Number of shares sold : 21 071 Highest price of sale transactions : R10.90 Lowest price of sale transactions : R10.12 Weighted average price of sale transactions : R10.41 Total value of sale transactions : R 219 264.83 Name of company : Grindrod Limited Class of securities : Grindrod Ordinary Shares Nature of transaction : Vesting of Shares Nature of interests : Direct beneficial Clearance to deal : Yes Name of director : M Wade Designation : Executive Director Number of shares vested on 31 May 2016 : 100 000 The vesting took place off market and the above sales took place on market. Sponsor : Grindrod Bank Limited Johannesburg 2 June 2016 Date: 02/06/2016 03:50:00 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.