Annual financial statements, integrated annual report, no change statement and notice of annual general meeting GRINDROD LIMITED (Incorporated in the Republic of South Africa) Registration number 1966/009846/06 Share code: GND ISIN: ZAE000072328 Share code: GNDP ISIN: ZAE000071106 ("Grindrod" or "the company") ANNUAL FINANCIAL STATEMENTS, INTEGRATED ANNUAL REPORT, NO CHANGE STATEMENT AND NOTICE OF ANNUAL GENERAL MEETING Annual financial statements and integrated annual report Shareholders are advised that Grindrod’s audited Annual Financial Statements for the year ended 31 December 2019 and the 2019 Integrated Annual Report approved on 24 April 2020 are available on the company’s website at http://www.grindrod.com/Pages/AnnualReport. The auditor’s unqualified audit opinion which contains the key audit matters pursuant to International Auditing Standards ISA 701 is also available at the same link. No change statement Shareholders are further advised that Grindrod’s audited Summarised Consolidated Annual Financial Statements for the year ended 31 December 2019 forming part of the 2019 Integrated Annual Report are unchanged from the Provisional Reviewed Results published on SENS on 4 March 2020 (“Provisional Results”) except for the following changes which do not materially impact revenue, total assets, liabilities and net cash movement adopted to enhance disclosure: 2019 2019 Integrated Provisional Change Annual Report Results R million R million R million Consolidated income statement Revenue 1 3 834 3 873 39 Consolidated statement of financial position Assets 2 Preference share investments by trusts 645 1 127 (482) Current portion of preference share 482 - 482 investments by trusts Loans and advances – non-current 4 264 5 252 (988) Current portion of loans and advances 4 167 3 179 988 Net impact on total assets 9 558 9 558 - Liabilities 2 Participatory contribution from Bank 78 1 724 (1 646) customers Current portion of participatory contribution from Bank customers 1 646 - 1 646 Net impact of total liabilities 1 724 1 724 - Consolidated statement of cash flows 4 Net cash flows from operating activities 337 732 (395) Net cashflows from investing activities 92 6 86 Net cashflows from financing activities (299) (608) 309 Net impact on cash movement 130 130 - 2018 2019 Integrated Provisional Change Annual Report Results R million R million R million Consolidated statement of financial position Assets 2 Preference share investments by trusts 100 1 041 (941) Current portion of preference share 941 - 941 investments by trusts Loans and advances – non-current 4 329 3 427 902 Current portion of loans and advances 3 668 4 570 (902) Net impact on total assets 9 038 9 038 - Liabilities 2 Long-term bank and private equity funding 494 704 (210) Current portion of interest-bearing borrowings 369 159 210 Participatory contribution from Bank customers 61 1 714 (1 653) Current portion of participatory contribution from Bank customers 1 653 - 1 653 Net impact of total liabilities 2 577 2 577 - Consolidated statement of cashflows 4 Net cashflows from operating activities (5 403) (5 520) 117 Net cashflows from investing activities (195) 99 (294) Net cashflows from financing activities (482) (659) 177 Net impact on cash movement (6 080) (6 080) - 2017 2019 Integrated Provisional Change Annual Report Results R million R million R million Consolidated statement of financial position Assets Preference share investments by trusts 2 194 1 335 (1 141) Current portion of preference share 1 141 - 1 141 investments by trusts 2 Current portion of loans and advances 3 3 329 3 108 221 Other current assets 3 2 243 2 464 (221) Net impact on total assets 6 907 6 907 - Liabilities 2 Participatory contribution from Bank customers 2 1 891 (1 889) Current portion of participatory contribution from Bank customers 1 889 - 1 889 Net impact of total liabilities 1 891 1 891 - 1 Reclassification of IFRS 13 fair value adjustment from ECL impairment. 2 Reclassification of the current and non-current portion of the line items. 3 Reclassification of Bank fee receivable to financial instruments from trade and receivables. 4 Reclassification of the preference share asset and liability movements to operating from investing and financing and the interest on IFRS 16 Lease liability from financing to operating. Notice of Annual General Meeting Notice is hereby given that the fifty-third Annual General Meeting of Grindrod will be held on Tuesday, 26 May 2020 at 14h00, to transact the business as stated in the Notice of the Annual General Meeting. The Notice of Annual General Meeting forms part of the Integrated Annual Report. Grindrod has appointed The Meeting Specialists Proprietary Limited (TMS) to remotely host the Annual General Meeting on an interactive electronic platform, in order to facilitate remote participation and voting by shareholders. TMS will also act as scrutineers. Detail on how to register to electronically participate in and/or vote at the Annual General Meeting is set out in detail in the Notice of Annual General Meeting in the Integrated Annual Report. The record date for shareholders to be recorded in the securities register of Grindrod in order to be able to electronically participate and vote at the Annual General Meeting is Friday, 15 May 2020. Accordingly, the last date to trade in order to be eligible to electronically participate and vote at the Annual General Meeting is Tuesday, 12 May 2020. By order of the board 28 April 2020 Sponsor Nedbank Corporate and Investment Banking Date: 28-04-2020 09:15:00 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.