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Results of Annual General Meeting
GRINDROD LIMITED
Registration number 1966/009846/06
Share code: GND & GNDP
ISIN: ZAE000072328 & ZAE 000071106
RESULTS OF ANNUAL GENERAL MEETING
Shareholders are hereby advised that at the annual general meeting of shareholders of the company
held today Wednesday, 24 May 2017, all the proposed ordinary and special resolutions, as set out
in the notice of annual general meeting contained in the Integrated Annual Report which was posted
to shareholders on 31 March 2017, were passed by the requisite majority of shareholders present
and voting, in person or by proxy.
Details of the results of voting at the annual general meeting are as follows:
Ordinary shares:
- Total number of issued ordinary shares: 762 553 314
- Total number of issued ordinary shares net of treasury shares (“Total Votable Ordinary
Shares”): 753 720 186.
- Total number of issued ordinary shares which were present/represented at the annual general
meeting: 622 448 492 being 82,58%of the Total Votable Ordinary Shares.
Preference shares:
- Total number of issued preference shares (“Total Votable Preference Shares”): 7 400 000
- Total number of issued preference shares which were present/represented at the annual
general meeting: 390 595 being 5,28% of the Total Votable Preference Shares.
ORDINARY RESOLUTIONS FOR ORDINARY SHAREHOLDERS
Ordinary resolution 2.1.1: Re-election of directors retiring by rotation: MR Faku
For (1) Against (1) Abstentions (2) Shares voted (3)
621 888 443 being 89 042 being 471 007 being 622 448 492 being
99,91% 0,01% 0,08% 82,58%
Ordinary resolution 2.1.2: Re-election of directors retiring by rotation: GG Gelink
For (1) Against (1) Abstentions (2) Shares voted (3)
620 258 481 being 1 729 004 being 461 007 being 622 448 492 being
99,65% 0,28% 0,07% 82,58%
Ordinary resolution 2.1.3: Re-election of directors retiring by rotation: MJ Hankinson
For (1) Against (1) Abstentions (2) Shares voted (3)
616 023 909 being 5 953 576 being 471 007 being 622 448 492 being
98,97% 0,96% 0,08% 82,58%
Ordinary resolution 2.1.4: Re-election of directors retiring by rotation: SDM Zungu
For (1) Against (1) Abstentions (2) Shares voted (3)
621 878 484 being 89 001 being 481 007 being 622 448 492 being
99,91% 0,01% 0,08% 82,58%
Ordinary resolution 2.2.1: Confirmation of appointment of directors appointed by the board
since the previous annual general meeting: G Kotze
For (1) Against (1) Abstentions (2) Shares voted (3)
609 100 327 being 12 845 158 being 503 007 being 622 448 492 being
97,86% 2,06% 0,08% 82,58%
Ordinary resolution 2.2.2: Confirmation of appointment of directors appointed by the board
since the previous annual general meeting: ZN Malinga
For (1) Against (1) Abstentions (2) Shares voted (3)
621 900 110 being 38 475 being 509 907 being 622 448 492 being
99,91% 0,01% 0,08% 82,58%
Ordinary resolution 2.2.3: Confirmation of appointment of directors appointed by the board
since the previous annual general meeting: RSM Ndlovu
For (1) Against (1) Abstentions (2) Shares voted (3)
620 648 113 being 1 290 472 being 509 907 being 622 448 492 being
99,71% 0,21% 0,08% 82,58%
Ordinary resolution 2.3: Election of member and appointment of chairman of the audit
committee: GG Gelink
For (1) Against (1) Abstentions (2) Shares voted (3)
621 909 543 being 49 042 being 0,01% 489 907 being 622 448 492 being
99,91% 0,08% 82,58%
Ordinary resolution 2.4.1: Election of members of the audit committee: WD Geach
For (1) Against (1) Abstentions (2) Shares voted (3)
621 918 693 being 29 892 being 499 907 being 622 448 492 being
99,91% 0,00% 0,08% 82,58%
Ordinary resolution 2.4.2: Election of members of the audit committee: RSM Ndlovu
For (1) Against (1) Abstentions (2) Shares voted (3)
547 662 295 being 40 878 190 being 33 908 007 being 622 448 492 being
87,99% 6,57% 5,45% 82,58%
Ordinary resolution 2.5.1: Re-appointment of Deloitte & Touche as independent auditors
For (1) Against (1) Abstentions (2) Shares voted (3)
561 702 905 being 60 284 580 being 461 007 being 622 448 492 being
90,24% 9,69% 0,07% 82,58%
Ordinary resolution 2.5.2: Re-appointment of K Peddie as designated audit partner
For (1) Against (1) Abstentions (2) Shares voted (3)
561 672 255 being 60 286 080 being 490 157 being 622 448 492 being
90,24% 9,69% 0,08% 82,58%
Ordinary resolution 2.6: General authority to directors to allot and issue ordinary shares
For (1) Against (1) Abstentions (2) Shares voted (3)
502 086 785 being 119 893 800 being 467 907 being 622 448 492 being
80,66% 19,26% 0,08% 82,58%
Ordinary resolution 2.7 of 75%: General authority to issue shares for cash
For (1) Against (1) Abstentions (2) Shares voted (3)
502 166 267 being 119 804 318 being 477 907 being 622 448 492 being
80,68% 19,25% 0,08% 82,58%
SPECIAL RESOLUTIONS FOR ORDINARY SHAREHOLDERS
Special resolution 3.1: Approval of non-executive directors’ fees
For (1) Against (1) Abstentions (2) Shares voted (3)
621 877 448 being 85 064 being 485 980 being 622 448 492 being
99,91% 0,01% 0,08% 82,58%
Special resolution 3.2: General authority to provide financial assistance in terms of section
44 of the Act
For (1) Against (1) Abstentions (2) Shares voted (3)
621 631 849 being 357 763 being 458 880 being 622 448 492 being
99,87% 0,06% 0,07% 82,58%
Special resolution 3.3: General authority to provide financial assistance in terms of section
45 of the Act
For (1) Against (1) Abstentions (2) Shares voted (3)
621 630 418 being 389 194 being 428 880 being 622 448 492 being
99,87% 0,06% 0,07% 82,58%
Special resolution 3.4: Specific authority to provide financial assistance in terms of section
44 of the Act
For (1) Against (1) Abstentions (2) Shares voted (3)
609 092 002 being 12 927 610 being 428 880 being 622 448 492 being
97,85% 2,08% 0,07% 82,58%
SPECIAL RESOLUTIONS FOR ORDINARY AND PREFERENCE* SHAREHOLDERS
Special resolution 3.5: Repurchase of the company’s ordinary shares
For (1) Against (1) Abstentions (2) Shares voted (3)
610 777 392 being 16 681 494 being 1 043 829 being 628 502 715 being
97,18% 2,65% 0,17% 72,37%
* Preference shares have been weighted based on their par value in relation to that of
ordinary shares.
NON-BINDING ADVISORY VOTE
Non-binding advisory vote 4.1: Confirmation of the group remuneration policy
For (1) Against (1) Abstentions (2) Shares voted (3)
451 057 805 being 170 882 867 being 507 820 being 622 448 492 being
72,47% 27,45% 0,08% 82,58%
Notes:
(1) The votes carried for and against each individual resolution are disclosed as a percentage in
relation to the total number of shares voted in each class (whether in person or by proxy), in
respect of such individual resolution at the annual general meeting.
(2) The total number of shares abstained in each class, in respect of each individual resolution
(whether in person or by proxy) is disclosed as a percentage in relation to the Total Votable
Ordinary/Preference Shares.
(3) The total number of shares voted in each class (whether in person or by proxy) at the annual
general meeting in respect of each individual resolution is disclosed as a percentage in
relation to the Total Votable Ordinary/Preference Shares.
24 May 2017
Sponsor: Grindrod Bank Limited
Date: 24/05/2017 03:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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