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GNDE - GRINDROD LIMITED - Results of Annual General Meeting

27/05/2015 17:23:00

GNDP GND 201505270075A
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


Shareholders are hereby advised that at the annual general meeting of shareholders of the company
held today Wednesday, 27 May 2015, 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 posted
to shareholders on 8 April 2015, were passed by the requisite majority of shareholders present and
voting, in person or by proxy, with the exception of special resolution 3.5, a preference shareholders
resolution which was not passed due to the required quorum not being achieved.


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”): 751 458 008.
- Total number of issued ordinary shares which were present/represented at the annual general
meeting: 553 475 562 being 73,65% 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: 963 999 being 13,03% of the Total Votable Preference Shares.


Ordinary Resolutions for ordinary shareholders

Ordinary resolution 2.1.1: Re-election of directors retiring by rotation: AC Brahde
For (1) Against (1) Abstentions (2) Shares voted (3)
553 222 228 being 239 062 being 0,04% 14 272 being 0,00% 553 475 562 being
99,95% 72,58%


Ordinary resolution 2.1.2: Re-election of directors retiring by rotation: GG Gelink
For (1) Against (1) Abstentions (2) Shares voted (3)
498 948 870 being 53 632 248 being 894 444 being 0,12% 553 475 562 being
90,15% 9,69% 72,58%


Ordinary resolution 2.1.3: Re-election of directors retiring by rotation: MJ Hankinson
For (1) Against (1) Abstentions (2) Shares voted (3)
553 222 228 being 239 062 being 0,04% 14 272 being 0,00% 553 475 562 being
99.95% 72,58%


Ordinary resolution 2.2.1: Confirmation of appointment of directors appointed by the board
since the previous annual general meeting: T Fubu
For (1) Against (1) Abstentions (2) Shares voted (3)
553 222 228 being 239 062 being 0,04% 14 272 being 0,00% 553 475 562 being
99,95% 72,58%


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)
538 433 580 being 15 027 710 being 14 272 being 0,00% 553 475 562 being
97,28% 2,72% 72,58%


Ordinary resolution 2.4.1: Election of members of the audit committee: T Fubu
For (1) Against (1) Abstentions (2) Shares voted (3)
553 425 344 being 35 946 being 0,01% 14 272 being 0,00% 553 475 562 being
99,99% 72,58%


Ordinary resolution 2.4.2: Election of members of the audit committee: WD Geach
For (1) Against (1) Abstentions (2) Shares voted (3)
553 425 344 being 35 946 being 0,01% 14 272 being 0,00% 553 475 562 being
99,99% 72,58%


Ordinary resolution 2.5.1: Re-appointment of Deloitte & Touche as independent auditors
For (1) Against (1) Abstentions (2) Shares voted (3)
553 425 344 being 35 946 being 0,01% 14 272 being 0,00% 553 475 562 being
99,99% 72,58%


Ordinary resolution 2.5.2: Re-appointment of CA Sagar as designated audit partner
For (1) Against (1) Abstentions (2) Shares voted (3)
553 425 344 being 35 946 being 0,01% 14 272 being 0.00% 553 475 562 being
99,99% 72,58%




Special resolutions for ordinary shareholders

Special resolution 3.1: Approval of non-executive directors' fees
For (1) Against (1) Abstentions (2) Shares voted (3)
553 425 344 being 35 946,being 0,01% 14 272 being 0,00% 553 475 562 being
99,99% 72,58%


Special resolution 3.2: General authority to provide financial assistance in terms of section
44
For (1) Against (1) Abstentions (2) Shares voted (3)
553 425 344 being 35 946 being 0,01% 14 272 being 0,00% 553 475 562 being
99,99% 72,58%


Special resolution 3.3: General authority to provide financial assistance in terms of section
45
For (1) Against (1) Abstentions (2) Shares voted (3)
553 425 344 being 35 946 being 0,01% 14 272 being 0,00% 553 475 562 being
99,99% 72,58%


Special resolution 3.4: Repurchase of the company's ordinary shares
For (1) Against (1) Abstentions (2) Shares voted (3)
504 447 731 being 49 013 559 being 14 272 being 0,00% 553 475 562 being
91,14% 8,86% 72,58%


Special resolutions for preference shareholders*
Special resolution 3.4: Repurchase of the company's ordinary shares*
For (1) Against (1) Abstentions (2) Shares voted (3)
14 919 045 being 0 22 940 being 0,02 14 941 985 being
99,85% 13,03%
* Preference shares have been weighted based on their par value in relation to that of
ordinary shares.


Special resolution 3.5: Repurchase of the company's preference shares*
For (1) Against (1) Abstentions (2) Shares voted (3)
962 519 being 1 480 being 0,15% 0 963 999 being 13,03%
13,03%
* The preference shareholders resolution was not passed due to the required quorum not
being achieved.


Non-binding advisory vote
Non-binding advisory vote 4.1: Confirmation of the group remuneration policy
For (1) Against (1) Abstentions (2) Shares voted (3)
408 738 235 being 143 842 883 being 894 444 being 0,12% 553 475 562 being
73,85% 25,99% 72,58%


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.

The relevant special resolutions will be lodged with the Companies and Intellectual Property
Commission in due course.


27 May 2015
Sponsor: Grindrod Bank Limited

Date: 27/05/2015 05:23:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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