Sharenet Sites 
Sharenet Sites
Results of Annual General Meeting
GRINDROD LIMITED
(Incorporated in the Republic of South Africa)
Registration number 1966/009846/06
Share code: GND & GNDP
ISIN: ZAE000072328 & ZAE000071106
("Grindrod" or the "Company" or the "Group")
RESULTS OF ANNUAL GENERAL MEETING
In terms of paragraph 6.63 of the JSE Listings Requirements of the JSE Limited ("JSE"), shareholders are
hereby advised that at the annual general meeting ("AGM") of shareholders of the Company held electronically
today, Thursday, 11 June 2026, all the proposed ordinary and special resolutions, as set out in the notice of
AGM which was distributed to shareholders on Thursday, 30 April 2026, were passed by the requisite majority
of shareholders present and voting, in person or by proxy.
Details of the results of voting at the AGM are as follows:
Ordinary shares:
- Total number of issued ordinary shares: 698 031 586
- Total number of issued ordinary shares net of treasury shares ("Total Votable Ordinary Shares"):
669 519 863
- Total number of issued ordinary shares which were present/represented at the AGM: 491 453 995 being
73.40% 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 AGM: 1 966 526 being
26.57% of the Total Votable Preference Shares.
ORDINARY RESOLUTIONS FOR ORDINARY SHAREHOLDERS
Ordinary resolution 1.1: Confirmation of appointment of director: Kwazi Mabaso
For (1) Against (1) Abstentions (2) Total number of Percentage of
ordinary shares ordinary shares in
voted issue (3)
99.99% 0.01% 0.04% 491 172 456 70.37%
Ordinary resolution 1.2: Confirmation of appointment of director: Themba Mkhwanazi
For (1) Against (1) Abstentions (2) Total number of Percentage of
ordinary shares ordinary shares in
voted issue (3)
99.39% 0.61% 0.04% 491 172 456 70.37%
Ordinary resolution 1.3: Confirmation of appointment of director: Hubert Brody
For (1) Against (1) Abstentions (2) Total number of Percentage of
ordinary shares ordinary shares in
voted issue (3)
99.40% 0.60% 0.04% 491 172 456 70.37%
Ordinary resolution 1.4: Confirmation of appointment of director: Mary Bomela
For (1) Against (1) Abstentions (2) Total number of Percentage of
ordinary shares ordinary shares in
voted issue (3)
99.48% 0.52% 0.04% 491 172 456 70.37%
Ordinary resolution 1.5: Confirmation of appointment of director: Naidene Ford-Hoon
For (1) Against (1) Abstentions (2) Total number of Percentage of
ordinary shares ordinary shares in
voted issue (3)
99.49% 0.51% 0.04% 491 172 456 70.37%
Ordinary resolution 2.1: Re-election of non-executive director retiring by rotation: Walter Grindrod
For (1) Against (1) Abstentions (2) Total number of Percentage of
ordinary shares ordinary shares in
voted issue (3)
99.05% 0.95% 0.04% 491 172 456 70.37%
Ordinary resolution 2.2: Re-election of non-executive director retiring by rotation: Deepak Malik
For (1) Against (1) Abstentions (2) Total number of Percentage of
ordinary shares ordinary shares in
voted issue (3)
99.76% 0.24% 0.04% 491 172 456 70.37%
Ordinary resolution 3.1: Election of member and appointment of Chairperson of the Social, Ethics and
Sustainability Committee: Walter Grindrod
For (1) Against (1) Abstentions (2) Total number of Percentage of
ordinary shares ordinary shares in
voted issue (3)
99.11% 0.89% 0.04% 491 172 456 70.37%
Ordinary resolution 3.2: Election of member of the Social, Ethics and Sustainability Committee:
Zimkhitha Zatu Moloi
For (1) Against (1) Abstentions (2) Total number of Percentage of
ordinary shares ordinary shares in
voted issue (3)
99.99% 0.01% 0.04% 491 172 456 70.37%
Ordinary resolution 3.3: Election of member of the Social, Ethics and Sustainability Committee:
Andile Khumalo
For (1) Against (1) Abstentions (2) Total number of Percentage of
ordinary shares ordinary shares in
voted issue (3)
99.86% 0.14% 0.04% 491 172 456 70.37%
Ordinary resolution 3.4: Election of member of the Social, Ethics and Sustainability Committee:
Kwazi Mabaso
For (1) Against (1) Abstentions (2) Total number of Percentage of
ordinary shares ordinary shares in
voted issue (3)
99.93% 0.07% 0.04% 491 172 456 70.37%
Ordinary resolution 4.1: Election of member and appointment of Chairperson of the Audit Committee:
Zimkhitha Zatu Moloi
For (1) Against (1) Abstentions (2) Total number of Percentage of
ordinary shares ordinary shares in
voted issue (3)
99.99% 0.01% 0.04% 491 172 456 70.37%
Ordinary resolution 4.2: Election of member of the Audit Committee: Deepak Malik
For (1) Against (1) Abstentions (2) Total number of Percentage of
ordinary shares ordinary shares in
voted issue (3)
99.81% 0.19% 0.04% 491 172 456 70.37%
Ordinary resolution 4.3: Election of member of the audit committee: Andile Khumalo
For (1) Against (1) Abstentions (2) Total number of Percentage of
ordinary shares ordinary shares in
voted issue (3)
99.99% 0.01% 0.04% 491 172 456 70.37%
Ordinary resolution 5.1: Re-appointment of PricewaterhouseCoopers Incorporated as independent auditor
For (1) Against (1) Abstentions (2) Total number of Percentage of
ordinary shares ordinary shares in
voted issue (3)
99.99% 0.01% 0.04% 491 172 456 70.37%
Ordinary resolution 5.2: Re-appointment of Nqaba Ndiweni as designated audit partner
For (1) Against (1) Abstentions (2) Total number of Percentage of
ordinary shares ordinary shares in
voted issue (3)
99.99% 0.01% 0.04% 491 172 456 70.37%
Ordinary resolution 6: General authority to repurchase Grindrod's ordinary shares
Note that Ordinary and Preference shareholders were able to vote on this resolution
Ordinary shareholders
For (1) Against (1) Abstentions (2) Total number of Percentage of
ordinary shares ordinary shares in
voted issue (3)
99.98% 0.02% 0.04% 491 159 533 70.36%
Preference shareholders
For (1) Against (1) Abstentions (2) Total number of Percentage of
preference preference shares
shares voted in issue (3)
100% 0.00% 0.10% 1 958 821 26.47%
Ordinary resolution 7: Amendments to Grindrod's Forfeitable Share Plan (FSP)
Shares which have been acquired in terms of the FSP that might be impacted by the changes following
this resolution will be excluded from the voting of this resolution
For (1) Against (1) Abstentions (2) Total number of Percentage of
ordinary shares ordinary shares in
voted issue (3)
99.52% 0.48% 0.33% 489 247 530 70.09%
Ordinary resolution 8: Directors' authority to implement special and ordinary resolutions
For (1) Against (1) Abstentions (2) Total number of Percentage of
ordinary shares ordinary shares in
voted issue (3)
99.99% 0.01% 0.04% 491 172 200 70.37%
SPECIAL RESOLUTIONS FOR ORDINARY SHAREHOLDERS
Special resolution 1: Approval of non-executive directors' fees
For (1) Against (1) Abstentions (2) Total number of Percentage of
ordinary shares ordinary shares in
voted issue (3)
98.52% 1.48% 0.04% 491 169 445 70.36%
Special resolution 2: General authority to provide financial assistance in terms of section 44 of the Act
For (1) Against (1) Abstentions (2) Total number of Percentage of
ordinary shares ordinary shares in
voted issue (3)
99.06% 0.94% 0.04% 491 172 456 70.37%
Special resolution 3: General authority to provide financial assistance in terms of section 45 of the Act
For (1) Against (1) Abstentions (2) Total number of Percentage of
ordinary shares ordinary shares in
voted issue (3)
99.66% 0.34% 0.04% 491 172 200 70.37%
Special resolution 4: General authority to acquire and cancel ordinary shares in Grindrod pursuant to
intra-group repurchases from wholly-owned subsidiaries and/or share incentives
Note that Ordinary and Preference shareholders were able to vote on this resolution
Ordinary shareholders
For (1) Against (1) Abstentions (2) Total number of Percentage of
ordinary shares ordinary shares in
voted issue (3)
100% 0.00% 0.04% 491 172 200 70.37%
Preference shareholders
For (1) Against (1) Abstentions (2) Total number of Percentage of
preference preference shares
shares voted in issue (3)
100% 0.00% 0.10% 1 958 821 26.47%
Special resolution 5: Replacement of MOI
For (1) Against (1) Abstentions (2) Total number of Percentage of
ordinary shares ordinary shares in
voted issue (3)
99.52% 0.48% 0.04% 491 169 150 70.36%
NON-BINDING ADVISORY VOTES
Non-binding advisory vote 1: Confirmation of the Group Remuneration Policy
For (1) Against (1) Abstentions (2) Total number of Percentage of
ordinary shares ordinary shares in
voted issue (3)
98.55% 1.45% 0.04% 491 169 177 70.36%
Non-binding advisory vote 2: Confirmation of the Group Implementation report
For (1) Against (1) Abstentions (2) Total number of Percentage of
ordinary shares ordinary shares in
voted issue (3)
99.13% 0.87% 0.04% 491 169 177 70.36%
Notification was received on 22 May 2026 that the amendments to the Companies Act 71 of 2008 (Companies
Act), relating to remuneration reporting and pay disclosure requirements, came into force with immediate effect.
The Grindrod notice of AGM was circulated to shareholders on 30 April 2026, prior to the amendments taking
effect, and the remuneration resolutions were therefore proposed as non-binding advisory resolutions in
accordance with the prevailing legal framework at the time of distribution. The AGM was conducted in accordance
with the law prevailing at the time of distribution of the notice of AGM and, accordingly, the resolutions were put to
shareholders as set out in the notice. Grindrod is obtaining legal advice regarding the basis for future
implementation of, and full compliance with, the amendments to the Companies Act, and will engage with
shareholders in due course.
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 for each class (whether in person or by proxy), in respect of such
individual resolution at the AGM.
(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 number of ordinary/preference
shares in issue.
(3) The total number of shares voted in each class (whether in person or by proxy) at the AGM in respect of
each individual resolution is disclosed as a percentage in relation to the Total Issued Ordinary
Shares/Total Issued Preference Shares.
11 June 2026
Sponsor
Nedbank Corporate and Investment Banking, a division of Nedbank Limited
Date: 11-06-2026 05:05:00
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.
