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Results of the Annual General Meeting of Grindrod Shipping Holdings Ltd. held on May 26, 2022 (the "AGM")
GRINDROD SHIPPING HOLDINGS LTD.
ABBREVIATED NAME: GRINSHIP
Registered in Singapore with registration number 201731497H
JSE Share code: GSH
ISIN: SG9999019087
Primary listing on NASDAQ Global Select Market
Secondary listing on the JSE Main Board
RESULTS OF THE ANNUAL GENERAL MEETING OF GRINDROD SHIPPING HOLDINGS LTD. HELD
ON MAY 26, 2022 (the "AGM")
There were 18,958,025 ordinary shares in issue as at the date of the AGM. 11,554,814 ordinary shares, being 60.95%
of the issued ordinary shares, were present or represented at the AGM, constituting a quorum.
At the AGM, the shareholders voted on all the resolutions relating to the ordinary business and all the resolutions
relating to the special business as set out in the notice of the AGM, dated April 6, 2022. All resolutions considered at
the meeting were duly passed.
Each ordinary share carries one vote. Details of all votes validly cast at the AGM are set out below:
For (1) Against (1) Abstentions (1)
Number of Number of Number of
shares % (2) shares % (2) shares %(3)
Resolution number and details
Routine Business
1. To receive and adopt the Directors’
Statement and Audited Financial Statements
for the financial year ended December 31,
2021 and the Auditor’s Report thereon. 11,503,857 99.89 12,416 0.11 38,541 0.33
2. To re-appoint Mr. John Peter Herholdt, who
retires pursuant to Regulation 101 of the
Constitution, as a Director of the Company. 10,906,863 94.66 615,020 5.34 32,931 0.28
3. To re-appoint Mr. Quah Ban Huat, who
retires pursuant to Regulation 101 of the
Constitution, as a Director of the Company. 11,456,414 99.46 62,551 0.54 35,849 0.31
4. To re-appoint Mr. Paul Charles Over, who
retires pursuant to Regulation 106 of the
Constitution, as a Director of the Company. 11,439,211 99.30 80,797 0.70 34,806 0.30
5. To approve the remuneration of the Non-
executive Directors of the Company from
time to time during the year ending
December 31, 2022 in accordance with the
following:
(a) annual fee rates as may be relevant to
each Non-executive Director: (i) total all-
inclusive Chairman’s fee of US$175,000; 10,920,113 94.94 581,403 5.06 53,298 0.46
(ii) Directors’ fee of US$85,000; (iii)
Committee Chairman’s fee of US$40,000;
and (iv) Committee member’s fee of
US$15,000; and
(b) Grant of FSP awards based on a one-off
amount to each Non-executive director,
which takes into account and recognises
their contributions for the financial years
ended December 31, 2020 and December 31,
2021 and ending December 31, 2022: (i) Mr.
Michael John Hankinson of US$237,500;
(ii) Mr. John Peter Herholdt of US$165,000;
(iii) Mr. Quah Ban Huat of US$165,000; (iv)
Mr. Murray Paul Grindrod of US$75,000;
and (v) Mr. Paul Charles Over of
US$31,875. The quantity of the FSP awards
will be based on the GRIN share price to be
determined at date of grant of FSP award.
The FSP awards once granted to each Non-
executive director, will vest immediately
upon grant.
6. To re-appoint Deloitte & Touche LLP as the
Auditors of the Company for the financial
year ending December 31, 2022 and to
authorize the Directors to fix their
remuneration. 11,502,045 99.81 22,316 0.19 30,453 0.26
Special Business
7. To approve the amendment of the 2018
Forfeitable Share Plan Rules. 10,917,592 95.07 566,021 4.93 71,201 0.62
8. To approve the NED Compensation
Program pursuant to which the NEDs
concerned will be paid up to US$2,000 per
diem, or a monthly retainer, or a flat retainer,
always subject to a maximum of
US$120,000 per annum per NED for any
extraordinary work undertaken on behalf of
the Company outside of the scope and time
commitment contained in the letters of
appointment for the NEDs. 11,092,483 96.53 399,328 3.47 63,003 0.55
9. Authority to issue new shares under the 2018
Forfeitable Share Plan. 11,186,684 97.26 314,735 2.74 53,395 0.46
10. Renewal of the Share Repurchase
Mandate. 6,573,592 99.35 42,903 0.65 4,938,319 42.74
11. Authority to issue and allot shares. 8,990,678 78.05 2,527,716 21.95 36,420 0.32
Notes :
(1) Whilst ordinary shares abstained from voting count toward determining the quorum of the meeting, the
calculation of the percentage of votes cast in favour of, or against, the resolution disregards abstained votes.
(2) Percentage is calculated as the votes for or against, as applicable, divided by the total of votes for and against,
and not including abstentions.
(3) Percentage is calculated as the votes abstained divided by total ordinary shares represented at the AGM, being
11,554,814 ordinary shares.
By order of the Board
27 May 2022
Sponsor: Grindrod Bank Limited
Date: 27-05-2022 08:00:00
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