GRINDROD LIMITED - Exercise by Dissenting Shareholders of Appraisal Rights

Exercise by Dissenting Shareholders of Appraisal Rights

GRINDROD LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1966/009846/06)
Share code: GND and GNDP
ISIN: ZAE000072328 and ZAE000071106
("Grindrod" or the “Company")

EXERCISE BY DISSENTING SHAREHOLDERS OF APPRAISAL RIGHTS

Grindrod shareholders (“Shareholders”) are referred to the circular issued to Shareholders on 7 August 2020
(“Circular”) and the SENS announcements dated 21 July 2020, 7 August 2020, 31 August 2020,
7 September 2020 and 8 September 2020 in relation to the specific repurchase by Grindrod of 64 000 000
Grindrod ordinary shares (“Grindrod Shares”) and the acquisition of 1 600 000 ordinary shares in Grindrod
Shipping Holdings Limited from Newshelf 1279 (RF) Proprietary Limited (“BEE SPV”).

As detailed in the Circular, Shareholders were afforded the right, in terms of section 164 of the Companies Act,
2008 (Act 71 of 2008), as amended (“Act”), to demand that the Company pay them the fair value of all of such
number of Grindrod Shares as may form the subject matter of their demand (“Appraisal Rights”).

As per the Notice to General Meeting attached to the Circular, Shareholders wishing to exercise their Appraisal
Rights (“Dissenting Shareholder(s)”) were required to, inter alia, provide the Company with a written notice
objecting to special resolution number 1 (authority to repurchase Grindrod Shares from BEE SPV) and/or special
resolution number 2 (authority to revoke special resolution number 1), and to vote against special resolution
number 1 and/or special resolution number 2.

Following the exercise of their Appraisal Rights by Dissenting Shareholders, the Company has repurchased a
total of 521 728 Grindrod Shares (“Repurchase Shares”) from the following Dissenting Shareholders, at a price
of R7.37 per Repurchase Share (“Repurchase Price”):

 Registered holder of      Beneficial owner of        Number of           Number of             Total
 Grindrod Shares           Grindrod Shares            Repurchase          Repurchase            Repurchase
                                                      Shares              Shares as a % of      Price
                                                                          issued Grindrod
                                                                          Shares¹
 Standard Bank             Wahoo Investments          250 000             0.0358%                R1 842 500.00
 Nominees (RF) (Pty)       (Pty) Ltd
 Ltd
 Standard Bank             Patricia Mary Logan        150 000             0.0215%                R1 105 500.00
 Nominees (RF) (Pty)
 Ltd
 BNS Nominees (RF)         Breede Coalitions (Pty)    121 728             0.0174%                  R897 135.36
 (Pty) Ltd                 Ltd
 Total                                                521 728             0.0747%                R3 845 135.36

¹Based on 698 553 314 Grindrod Shares in issue, including treasury shares.

As per paragraph 5.67(A) of the JSE Listings Requirements (“Listings Requirements”), “In the event that a
shareholder of an issuer exercises its rights in terms of Section 164 of the Act and the issuer, in terms thereof,
purchases its shares from the shareholder, the purchase of such shares will not be regarded as a repurchase
of securities in terms of the Listings Requirements.”

The Company has applied to the JSE for the removal of the Repurchase Shares in terms of Schedule 2 Form
A5 of the Listings Requirements. The Repurchase Shares will be delisted with effect from the commencement
of trading on or about Monday, 2 November 2020 and will thereafter be cancelled.

The board of directors of Grindrod accepts responsibility for the information contained in this announcement
insofar as it relates to Grindrod. To the best of its knowledge and belief, the information contained in this
announcement is true and the announcement does not omit anything likely to affect the importance of the
information.

Durban
29 October 2020

Sponsor
Nedbank Corporate and Investment Banking, a division of Nedbank Limited

Legal Adviser
Edward Nathan Sonnenbergs Inc

Date: 29-10-2020 04:48:00
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