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Results of Annual General Meeting
GRINDROD LIMITED
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 section 3.94 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, 23 May 2024, all the proposed ordinary and special resolutions, as set out in the notice of AGM
contained in the Integrated Annual Report which was distributed to shareholders on Friday, 5 April 2024, were
passed by the requisite majority of shareholders present and voting, in person or by proxy, except for ordinary
resolution no. 5 relating to the general authority to issue ordinary shares for cash.
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"):
670 319 285
- Total number of issued ordinary shares which were present/represented at the AGM: 438 264 494 being
65.38% 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: 637 182 being
8.61% of the Total Votable Preference Shares.
ORDINARY RESOLUTIONS FOR ORDINARY SHAREHOLDERS
Ordinary resolution 1.1: Re-election of director retiring by rotation: WJ Grindrod
For (1) Against (1) Abstentions (2) Shares voted (3)
99.87% 0.13% 0.03% 65.35%
Ordinary resolution 1.2: Re-election of director retiring by rotation: D Malik
For (1) Against (1) Abstentions (2) Shares voted (3)
99.94% 0.06% 0.03% 65.35%
Ordinary resolution 2.1: Election of member and appointment of chair of the audit committee: ZP Zatu
Moloi
For (1) Against (1) Abstentions (2) Shares voted (3)
99.94% 0.06% 0.03% 65.35%
Ordinary resolution 2.2: Election of members of the audit committee: D Malik
For (1) Against (1) Abstentions (2) Shares voted (3)
99.94% 0.06% 0.03% 65.35%
Ordinary resolution 2.3: Election of members of the audit committee: B Magara
For (1) Against (1) Abstentions (2) Shares voted (3)
95.93% 4.07% 0.03% 65.35%
Ordinary resolution 3.1: Appointment of PricewaterhouseCoopers Incorporated as independent auditors
For (1) Against (1) Abstentions (2) Shares voted (3)
100% 0% 0.03% 65.35%
Ordinary resolution 3.2: Appointment of N Ndiweni as designated audit partner
For (1) Against (1) Abstentions (2) Shares voted (3)
100% 0% 0.03% 65.35%
Ordinary resolution 4: General authority to directors to allot and issue ordinary shares
For (1) Against (1) Abstentions (2) Shares voted (3)
62.46% 37.54% 0.03% 65.35%
Ordinary resolution 5: General authority to issue ordinary shares for cash
For (1) Against (1) Abstentions (2) Shares voted (3)
62.46% 37.54% 0.03% 65.35%
Ordinary resolution 6: Amendment to the Grindrod Limited Forfeitable Share Plan
For (1) Against (1) Abstentions (2) Shares voted (3)
86.47% 13.53% 0.02% 65.36%
SPECIAL RESOLUTIONS FOR ORDINARY SHAREHOLDERS
Special resolution 1: Approval of non-executive directors' fees
For (1) Against (1) Abstentions (2) Shares voted (3)
99.76% 0.24% 0.03% 65.35%
Special resolution 2: General authority to provide financial assistance in terms of section 44 of the Act
For (1) Against (1) Abstentions (2) Shares voted (3)
90.33% 9.67% 0.03% 65.35%
Special resolution 3: General authority to provide financial assistance in terms of section 45 of the Act
For (1) Against (1) Abstentions (2) Shares voted (3)
91.20% 8.80% 0.03% 65.35%
Special resolution 4: General repurchase of 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) Shares voted (3)
99.49% 0.51% 0.03% 65.35%
Preference shareholders
For (1) Against (1) Abstentions (2) Shares voted (3)
74.41% 25.59% 0.05% 8.61%
NON-BINDING ADVISORY VOTES
Non-binding advisory vote 1: Confirmation of the Group remuneration policy
For (1) Against (1) Abstentions (2) Shares voted (3)
87.77% 12.23 0.10% 65.28%
Non-binding advisory vote 2: Confirmation of the Group implementation report
For (1) Against (1) Abstentions (2) Shares voted (3)
83.24% 16.76% 0.03% 65.35%
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 Votable Ordinary
Shares/Total Votable Preference Shares.
23 May 2024
Sponsor
Nedbank Corporate and Investment Banking, a division of Nedbank Limited
Date: 23-05-2024 05:11:00
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