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GRINDROD LIMITED - Results of Annual General Meeting

Release Date: 28/05/2019 15:15
Code(s): GND GNDP     PDF:  
 
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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


In terms of LR 3.91, shareholders are hereby advised that at the annual general meeting of
shareholders of the company held today, Tuesday, 28 May 2019, 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 distributed to shareholders on 3 March 2019, were passed by the requisite
majority of shareholders present and voting, in person or by proxy, with the exception of non-binding
advisory vote number 4.1 relating to the Company’s group remuneration policy and non-binding
advisory vote number 4.2 relating to the group implementation report


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”): 748 966 971.
-     Total number of issued ordinary shares which were present/represented at the annual general
      meeting: 625 422 317 being 83.50% 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: 299 033 being 4.04% of the Total Votable Preference Shares.
-     The voting rights attached to the preference shares are weighted based on their par value in
      relation to that of ordinary shares and equates to 4 635 012 voting rights being
      present/represented at the annual general meeting being 4.04% of the voting rights attached
      to the Total Votable Preference Shares
ORDINARY RESOLUTIONS FOR ORDINARY SHAREHOLDERS


Ordinary resolution 2.1.1: Re-election of directors retiring by rotation: NL Sowazi
 For (1)                 Against (1)             Abstentions (2)         Shares voted (3)
 585 708 030 being       39 526 713 being        187 574 being           625 234 743 being
 93.68%                  6.32%                   0.03%                   83.48%




Ordinary resolution 2.1.2: Re-election of directors retiring by rotation: PJ Uys
 For (1)                 Against (1)             Abstentions (2)         Shares voted (3)
 563 387 623 being       61 847 120 being        187 574 being           625 234 743 being
 90.11%                  9.98%                   0.03%                   83.48%




Ordinary resolution 2.1.3: Re-election of directors retiring by rotation: SDM Zungu
 For (1)                 Against (1)             Abstentions (2)         Shares voted (3)
 547 915 505 being       409 604 being           77 097 208 being        548 325 109 being
 99.93%                  0.07%                   10.29%                  73.21%




Ordinary resolution 2.2.1: Confirmation of appointment of director appointed by the board
since the previous annual general meeting: XF Mbambo
 For (1)                 Against (1)             Abstentions (2)         Shares voted (3)
 623 371 759 being       1 862 304 being         188 254 being           625 234 063 being
 99.70%                  0.30%                   0.03%                   83.48%




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)
 624 832 219 being       402 524 being           187 574 being           625 234 743 being
 99.94%                  0,06%                   0.03%                   83.48%
Ordinary resolution 2.4.1: Election of members of the audit committee: ZN Malinga
 For (1)                Against (1)             Abstentions (2)         Shares voted (3)
 624 832 219 being      402 524 being           187 574 being           625 234 743 being
 99.94%                 0.06%                   0,03%                   83.48%



Ordinary resolution 2.4.2: Election of members of the audit committee: RSM Ndlovu
 For (1)                Against (1)             Abstentions (2)         Shares voted (3)
 625 179 703 being      55 040 being            187 574 being           625 234 743being
 99.99%                 0.01%                   0.03%                   83.48%




Ordinary resolution 2.5.1: Re-appointment of Deloitte & Touche as independent auditors
 For (1)                Against (1)             Abstentions (2)         Shares voted (3)
 556 048 995 being      69 185 748 being        187 574 being           625 234 743 being
 88.93%                 11.07%                  0.03%                   83.48%




Ordinary resolution 2.5.2: Re-appointment of K Peddie as designated audit partner
 For (1)                Against (1)             Abstentions (2)         Shares voted (3)
 556 098 550 being      69 136 193 being        187 574 being           625 234 743 being
 88.94%                 11.06%                  0.,03%                  83.48%




Ordinary resolution 2.6: General authority to directors to allot and issue ordinary shares
 For (1)                Against (1)             Abstentions (2)         Shares voted (3)
 546 743 455 being      78 491 288 being        187 574 being           625 234 743 being
 87.45%                 12.55%                  0.,03%                  83.48%




Ordinary resolution 2.7 of 75%: General authority to issue shares for cash
 For (1)                Against (1)             Abstentions (2)         Shares voted (3)
 536 897 672 being      88 337 071 being        187 574 being           625 234 743 being
 85.87%                 14.13%                  0.03%                   83.48%

SPECIAL RESOLUTIONS FOR ORDINARY SHAREHOLDERS


Special resolution 3.1: Approval of non-executive directors’ fees
 For (1)                Against (1)             Abstentions (2)         Shares voted (3)
 625 169 835 being      63 720 being            188 762 being           625 233 555 being
 99.99%                 0.01%                   0.03%                   83.48%




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)
 615 361 559 being      9 873 184 being         187 574 being           625 234 743 being
 98.42%                 1.58%                   0.03%                   83.48%




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)
 615 361 559 being      9 873 184 being         187 574 being           625 234 743 being
 98.42%                 1.58%                   0.03%                   83.48%




SPECIAL RESOLUTION FOR ORDINARY AND PREFERENCE SHAREHOLDERS


VOTING RESULTS FROM ORDINARY SHAREHOLDERS ONLY


Special resolution 3.4: Repurchase of the company’s ordinary shares
 For (1)                Against (1)             Abstentions (2)         Shares voted (3)
 614 915 590 being      10 342 025 being        164 374 being           625 257 943 being
 98.35%                 1.65%                   0.02%                   83.48%


VOTING RESULTS FROM PREFERENCE* SHAREHOLDERS ONLY
Special resolution 3.4: Repurchase of the company’s ordinary shares
 For (1)                 Against (1)              Abstentions (2)           Shares voted (3)
 4 411 672 being         34 100 being             189 240 being             4 445 772 being
 99.23%                  0.77%                    0.16%                     3.88%
* Preference shares have been weighted based on their par value in relation to that of ordinary
 shares.




NON-BINDING ADVISORY VOTES


Non-binding advisory vote 4.1: Confirmation of the group remuneration policy
 For (1)              Against (1)           Abstentions (2) Shares voted (3)
 440 810 330 being    184 420 340 being     191 647 being     625 230 670 being
 70.50%               29.50%                0.03%             83.48%



Non-binding advisory vote 4.2: Confirmation of the group implementation report
 For (1)                 Against (1)              Abstentions (2)           Shares voted (3)
 443 916 879 being       181 313 791 being        191 647 being             625 230 670 being
 71.00%                  29.00%                   0.03%                     83.48%




Due to non-binding advisory vote number 4.1 relating to the Company’s group
remuneration policy and non-binding advisory vote number 4.2 relating to the group
implementation report voted against by more than 25% of shareholders present in person
or represented by proxy, an invitation is extended to such dissenting shareholders to
engage with the Company in terms of LR 3.84(k) as follows:


1.   Dissenting shareholders are invited to forward their concerns/questions on the group
     remuneration policy and the group implementation report to the group company
     secretary in writing by close of business on Tuesday, 11 June 2019;


2.   All dissenting shareholders to advise the group company secretary whether they
     wish to engage with the Company on this matter by no later than close of business
     on Tuesday, 11 June 2019; and
3.    Following the responses received from the dissenting shareholders in accordance
      with the above, appropriate engagements will be scheduled with such shareholders
      at a suitable date and time.


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.


28 May 2019
Sponsor: Grindrod Bank Limited

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