To view the PDF file, sign up for a MySharenet subscription.

GRINDROD LIMITED - Results of annual general meeting

Release Date: 26/05/2020 17:02
Code(s): GND GNDP     PDF:  
 
Wrap Text
Results of annual general meeting

GRINDROD LIMITED
Registration number 1966/009846/06
Share code: GND & GNDP
ISIN: ZAE000072328 & ZAE000071106
(“Grindrod” or the “Company”)


RESULTS OF ANNUAL GENERAL MEETING


In terms of section 3.91 of the JSE Listings Requirements, shareholders are hereby advised that at the annual
general meeting of shareholders of the Company held today, Tuesday, 26 May 2020, 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 28 April 2020, 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, which were voted against by more than 25% of shareholders represented at
the annual general meeting.


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”):
         744 705 252.
-        Total number of issued ordinary shares which were present/represented at the annual general meeting:
         641 171 957 being 86.10% 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: 402 619 being 5.44% 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 6 240 595 voting rights being present/represented at the annual
         general meeting being 5.44% 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: MR Faku
    For (1)                    Against (1)                 Abstentions (2)             Shares voted (3)
    640 111 386 being          751 998 being               308 573 being               640 863 384 being
    99.88%                     0.12%                       0.04%                       84.04%
Ordinary resolution 2.1.2: Re-election of directors retiring by rotation: GG Gelink
 For (1)                   Against (1)                Abstentions (2)           Shares voted (3)
 638 268 853 being         2 599 531 being            303 573 being             640 868 384 being
 99.59%                    0.41%                      0.04%                     84.04%




Ordinary resolution 2.2.1: Confirmation of appointment of director appointed by the board since the
previous annual general meeting: WJ Grindrod
 For (1)                   Against (1)                Abstentions (2)           Shares voted (3)
 637 360 319 being         3 508 065 being            303 573 being             640 868 384 being
 99.45%                    0.55%                      0.04%                     84.04%




Ordinary resolution 2.2.2: Confirmation of appointment of director appointed by the board since the
previous annual general meeting: B Magara
 For (1)                   Against (1)                Abstentions (2)           Shares voted (3)
 640 840 372 being         23 012 being               308 573 being             640 863 384 being
 100.00%                   0.00%                      0.04%                     84.04%




Ordinary resolution 2.2.3: Confirmation of appointment of director appointed by the board since the
previous annual general meeting: W van Wyk
 For (1)                   Against (1)                Abstentions (2)           Shares voted (3)
 562 897 731 being         77 967 553 being           306 673 being             640 865 284 being
 87.83%                    12.17%                     0.04%                     84.04%




Ordinary resolution 2.2.4: Confirmation of appointment of director appointed by the board since the
previous annual general meeting: ZP Zatu
 For (1)                   Against (1)                Abstentions (2)           Shares voted (3)
 640 840 146 being         23 238 being               308 573 being             640 863 384 being
 100.00%                   0.00%                      0.04%                     84.04%
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)
 640 600 709 being         264 575 being             306 673 being             640 865 284 being
 99.96%                    0,04%                     0.04%                     84.04%




Ordinary resolution 2.4.1: Election of members of the audit committee: W van Wyk
 For (1)                   Against (1)               Abstentions (2)           Shares voted (3)
 562 920 241 being         77 945 043 being          306 673 being             640 865 284 being
 87.84%                    12.16%                    0,04%                     84.04%



Ordinary resolution 2.4.2: Election of members of the audit committee: ZP Zatu
 For (1)                   Against (1)               Abstentions (2)           Shares voted (3)
 640 840 146 being         23 238 being              308 573 being             640 863 384 being
 100.00%                   0.00%                     0.04%                     84.04%




Ordinary resolution 2.5.1: Re-appointment of Deloitte & Touche as independent auditors
 For (1)                   Against (1)               Abstentions (2)           Shares voted (3)
 571 840 088 being         68 862 374 being          469 495 being             640 702 462 being
 89.25%                    10.75%                    0.06%                     84.02%




Ordinary resolution 2.5.2: Confirmation of appointment of M Holme as designated audit partner
 For (1)                   Against (1)               Abstentions (2)           Shares voted (3)
 571 714 239 being         68 861 401 being          596 317 being             640 575 640 being
 89.25%                    10.75%                    0.08%                     84.00%




Ordinary resolution 2.6: General authority to directors to allot and issue ordinary shares
 For (1)                   Against (1)               Abstentions (2)           Shares voted (3)
 549 131 213 being         91 737 171 being          303 573 being             640 868 384 being
 85.69%                    14.31%                    0.04%                     84.04%
Ordinary resolution 2.7 of 75%: General authority to issue shares for cash
 For (1)                   Against (1)                Abstentions (2)           Shares voted (3)
 540 931 980 being         99 936 404 being           303 573 being             640 868 384 being
 84.41%                    15.59%                     0.04%                     84.04%




SPECIAL RESOLUTIONS FOR ORDINARY SHAREHOLDERS


Special resolution 3.1: Approval of non-executive directors’ fees
 For (1)                   Against (1)                Abstentions (2)           Shares voted (3)
 640 280 200 being         408 189 being              483 568 being             640 688 389 being
 99.94%                    0.06%                      0.06%                     84.02%




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)
 632 633 332 being         8 230 052 being            308 573 being             640 863 384 being
 98.72%                    1.28%                      0.04%                     84.04%




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)
 632 638 332 being         8 230 052 being            303 573 being             640 868 384 being
 98.72%                    1.28%                      0.04%                     84.04%




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)
 631 599 280 being         9 287 104 being            285 573 being             640 886 384 being
 98.55%                    1.45%                      0.04%                     84.04%
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)
 4 227 907 being            1 888 443 being             74 245 being                6 166 350 being
 69.38%                     30.62%                      0.06%                       5.38%
* 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)
 423 101 343 being           217 750 641 being          319 973 being               640 851 984 being
 66.02%                      33.98%                     0.04%                       84.04%



Non-binding advisory vote 4.2: Confirmation of the group implementation report
 For (1)                    Against (1)                 Abstentions (2)             Shares voted (3)
 429 601 935 being          211 108 454 being           461 568 being               640 710 389 being
 67.05%                     32.95%                      0.06%                       84.02%




Due to non-binding advisory vote number 4.1 relating to the 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 section 3.84(j) of the JSE
Listings Requirements 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 at
      email       address   Cathie.Lewis@grindrod.com       (until   31     May     2020)     and
      Vicky.Commaille@grindrod.com (from 1 June 2020) in writing by close of business on
      Tuesday, 11 June 2020;


2.    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 for 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 Ordinary/Preference Shares
      in Issue.


(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.


26 May 2020
Sponsor: Nedbank Corporate and Investment Banking

Date: 26-05-2020 05:02:00
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.

Email this JSE Sens Item to a Friend.

Share This Story