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GNDE - GRINDROD LIMITED - Unaudited interim results and dividend announcement for the six months ended 30 June 2015

21/08/2015 07:05:00

GNDP GND 201508210001A
Unaudited interim results and dividend announcement for the six months ended 30 June 2015

GRINDROD LIMITED
Registration number: 1966/009846/06
Incorporated in the Republic of South Africa
Share code: GND & GNDP
ISIN: ZAE000072328 and ZAE000071106

UNAUDITED INTERIM RESULTS AND DIVIDEND ANNOUNCEMENT
FOR THE SIX MONTHS ENDED 30 JUNE 2015

Highlights
The group continued to position itself for long-term growth, progressing the strategic capital projects and making further investments, expanding its
integrated source-to-destination logistics services, in both commodity and geographic diversification.

-EBITDA remained flat at R943 million, inclusive of joint ventures (H1 2014: R945 million)
-Headline earnings up 2% to R327.9 million (H1 2014: R320.6 million)
-Headline earnings per share down 16% to 43.6 cents (H1 2014: 52.0 cents)
-Earnings per share down 64% to 40.3 cents (H1 2014: 112.5 cents)
-Net asset value per share up to 2 316 cents (H1 2014: 2 125 cents)
-Interim ordinary dividend per share remains unchanged at 13.6 cents per share (H1 2014: 13.6 cents)
-Net cash R88.8 million (H1 2014: R244.8 million)
-Weighted average number of ordinary shares in issue up 22% to 751.6 million (H1 2014: 616.3 million)


CONDENSED CONSOLIDATED INCOME STATEMENT
FOR THE SIX MONTHS ENDED 30 JUNE 2015

Unaudited Unaudited Audited
30 June 30 June 31 December
2015 2014* 2014
R000 R000 R000
Revenue 5 066 427 8 245 901 13 912 482
Earnings before interest, taxation, depreciation and amortisation 605 932 604 702 1 166 011
Depreciation and amortisation (321 472) (253 787) (547 143)
Operating profit before interest and taxation 284 460 350 915 618 868
Non-trading items (23 528) 369 556 235 256
Interest received 127 256 78 615 234 687
Interest paid (118 547) (123 482) (216 621)
Profit before share of joint venture and associate companies' profit 269 641 675 604 872 190
Share of joint venture companies' profit after taxation 151 615 146 698 314 265
Share of associate companies' profit after taxation 17 806 23 038 83 145
Profit before taxation 439 062 845 340 1 269 600
Taxation (107 890) (108 907) (193 623)
Net profit for the period 331 172 736 433 1 075 977
Attributable to:
Ordinary shareholders 303 216 693 656 1 001 191
Preference shareholders 29 870 28 804 59 094
Owners of the parent 333 086 722 460 1 060 285
Non-controlling interests (1 914) 13 973 15 692
331 172 736 433 1 075 977
Exchange rates (R/USD)
Opening exchange rate 11.57 10.55 10.55
Closing exchange rate 12.17 10.64 11.57
Average exchange rate 11.92 10.73 10.88

* Restated to disclose the Commodity Logistics businesses and Financial Services division as continuing operations.

Unaudited Unaudited Audited
30 June 30 June 31 December
2015 2014 2014
R000 R000 R000
Reconciliation of headline earnings
Profit attributable to ordinary shareholders 303 216 693 656 1 001 191
Adjusted for: 24 650 (373 093) (271 804)
Impairment of goodwill - - 20 000
Impairment of other investments 25 000 - 64 759
Impairment of ships, intangibles, plant and equipment 4 004 83 802 233 396
Net profit on disposal of investments (2 389) (424 352) (436 169)
Net (profit)/loss on disposal of plant and equipment (318) 469 6 023
Negative goodwill realised (2 645) (23 187) (23 521)
Foreign currency translation reserve release (124) (6 289) (99 744)
Joint ventures:
Foreign currency translation reserve release 2 254 - -
Net (profit)/loss on disposal of plant and equipment (11) (3 536) 162
Impairment of ships, plant and equipment - - 3 698
Total taxation effects of adjustments (1 121) - (40 408)

Headline earnings 327 866 320 563 729 387

Ordinary share performance
Number of shares in issue less treasury shares (000s) 751 479 752 874 751 619
Weighted average number of shares (basic) (000s) 751 585 616 344 678 348
Diluted weighted average number of shares (000s) 754 375 620 300 681 330
Earnings per share: (cents)
Basic 40.3 112.5 147.6
Diluted 40.2 111.8 146.9
Headline earnings per share: (cents)
Basic 43.6 52.0 107.5
Diluted 43.5 51.7 107.1
Dividends per share: (cents) 13.6 13.6 33.6
Interim 13.6 13.6 13.6
Final - - 20.0
Dividend cover (headline) (times) 3.2 3.8 3.2

CONDENSED CONSOLIDATED STATEMENT OF OTHER COMPREHENSIVE INCOME
FOR THE SIX MONTHS ENDED 30 JUNE 2015

Unaudited Unaudited Audited
30 June 30 June 31 December
2015 2014 2014
R000 R000 R000
Profit for the period 331 172 736 433 1 075 977
Other comprehensive income:
Items that may be reclassified subsequently to profit and loss
Exchange differences on translating foreign operations 516 701 71 461 844 873
Net movement in cash flow hedges 33 045 217 (77 368)
Business combination acquisition (901) - (1 455)

Items that will not be reclassified subsequently to profit and loss
Actuarial gains - - 1 147
Total comprehensive income for the period 880 017 808 111 1 843 174
Total comprehensive income attributable to:
Owners of the parent 881 939 793 998 1 827 181
Non-controlling interest (1 922) 14 113 15 993
880 017 808 111 1 843 174


CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2015

Unaudited Unaudited Audited
30 June 30 June 31 December
2015 2014 2014
R000 R000 R000
Ships, property, terminals, vehicles and equipment 7 340 814 6 831 332 7 328 376
Intangible assets 1 532 342 1 508 576 1 552 439
Investments in joint ventures 4 072 215 3 517 010 3 883 263
Investments in associates 871 047 807 683 849 303
Deferred taxation 208 986 90 536 191 704
Other investments and derivative financial assets 1 334 925 617 840 1 175 380
Recoverables on cancelled ships - 258 457 300 723
Total non-current assets 15 360 329 13 631 434 15 281 188
Loans and advances to bank customers 4 678 322 - 4 306 693
Liquid assets and short-term negotiable securities 1 237 986 - 990 024
Bank balances and cash 5 164 120 2 599 648 7 404 912
Other current assets 4 947 656 4 069 975 4 303 617
Non-current assets held for sale 308 225 10 112 719 513 586
Total assets 31 696 638 30 413 776 32 800 020
Shareholders' equity 18 107 901 16 678 673 17 432 296
Non-controlling interests 41 052 62 115 48 185
Total equity 18 148 953 16 740 788 17 480 481
Interest-bearing borrowings 1 912 946 2 108 496 2 263 292
Financial services funding instruments 324 408 - 362 717
Deferred taxation 187 842 125 732 131 643
Other non-current liabilities 107 018 148 225 156 665
Non-current liabilities 2 532 214 2 382 453 2 914 317
Deposits from bank customers 6 486 472 - 7 809 523
Current interest-bearing borrowings 1 322 142 574 705 1 232 421
Financial services funding instruments 941 729 - 922 550
Other liabilities 2 174 368 2 345 396 2 322 993
Non-current liabilities associated with assets held for sale 90 760 8 370 434 117 735
Total equity and liabilities 31 696 638 30 413 776 32 800 020

Net worth per ordinary share - at book value (cents) 2 316 2 125 2 227
Net debt:equity ratio (0.01):1 (0.01):1 (0.03):1
Capital expenditure 232 966 1 080 555 1 645 526

30 June 30 June 30 June 30 June 31 December 31 December
2015 2015 2014 2014 2014 2014
R000 USD000 R000 USD000 R000 USD000
Capital commitments 132 055 57 735 230 312 56 806 82 500 15 561
Authorised by directors and contracted for 87 055 53 749 139 154 22 206 81 290 15 561
Due within one year 70 330 52 241 138 291 19 754 79 974 517
Due thereafter 16 725 1 508 863 2 452 1 316 15 044
Authorised by directors not yet contracted for 45 000 3 986 91 158 34 600 1 210 -

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED 30 JUNE 2015

Unaudited Unaudited Audited
30 June 30 June 31 December
2015 2014* 2014*
R000 R000 R000
Operating profit before working capital changes 673 901 505 223 1 222 860
Working capital changes* 3 600 166 639 619 164
Cash generated from operations 677 501 671 862 1 842 024
Net interest paid (8 933) (64 867) (34 563)
Net dividends paid (49 126) (117 257) (170 107)
Taxation paid (114 851) (93 338) (223 789)
504 591 396 400 1 413 565
Net bank advances to customers and other short-term negotiables (1 942 642) (2 480 671) (783 085)
Deposits - Retail Banking (1 785 324) (2 461 848) (768 862)
Other (157 318) (18 823) (14 223)

Net cash flows (utilised in)/generated from operating activities before ship sales and purchases (1 438 051) (2 084 271) 630 480
Refund on ships under construction cancelled 315 477 - -
Proceeds on disposal of ships 158 414 233 149 234 317
Cash payments on ship options exercised - (115 390) (116 221)
Capital expenditure on ships (7 773) (15 405) (192 694)
Net cash flows (utilised in)/generated from operating activities (971 933) (1 981 917) 555 882
Acquisition of investments, subsidiaries, property, terminals, vehicles and equipment (274 325) (602 748) (955 954)
Net (outflow)/proceeds from disposal of property, terminals, vehicles, equipment and investments (8 358) 32 403 383 273
Net receipt from/(payments made to acquire) finance lease receivables 1 559 (66 151) (4 834)
Intangible assets acquired (2 035) (11 170) (58 248)
Proceeds from disposal of intangible assets 957 304 -
Funds advanced to joint ventures and associate companies* (530 104) (85 359) (327 486)
Acquisition of preference share investment - (400 000) (400 000)
Acquisition of additional investments in subsidiaries, joint ventures and associates (64 066) (77 460) (183 634)
Net cash flows utilised in investing activities (876 372) (1 210 181) (1 546 883)
Net proceeds from issue of ordinary share capital 6 255 3 488 335 3 978 573
Acquisition of treasury shares (19 027) - (37 563)
Proceeds from disposal of treasury shares - - 144
Long-term interest-bearing debt raised 67 075 199 720 726 945
Payment of capital portion of long-term interest-bearing debt (617 201) (491 260) (1 080 843)
Short-term interest-bearing debt raised/(repaid) 40 063 (1 329 631) (1 588 273)
Net cash flows (utilised in)/generated from financing activities (522 835) 1 867 164 1 998 983
Net (decrease)/increase in cash and cash equivalents (2 371 140) (1 324 934) 1 007 982
Cash and cash equivalents at beginning of the period 7 188 626 6 131 503 6 131 503
Difference arising on translation 46 461 (3 807) 49 141
Cash and cash equivalents at end of the period 4 863 947 4 802 762 7 188 626

* The comparative consolidated statement of cash flows has been restated to disclose funds provided to joint ventures as investing activities in
terms of IAS 7: Statement of Cash Flows.

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE SIX MONTHS ENDED 30 JUNE 2015

Unaudited Unaudited Audited
30 June 30 June 31 December
2015 2014 2014
R000 R000 R000
Share capital and share premium 5 977 044 6 027 860 5 982 924
Balance at beginning of the period 5 982 924 2 036 992 2 036 992
Share options vested 6 892 - 4 778
Share issue 6 255 3 990 868 3 978 573
Treasury shares acquired (19 027) - (37 563)
Treasury shares sold - - 144
Preference share capital 2 2 2
Balance at beginning of the period 2 2 2
Equity compensation reserve 57 802 56 937 57 566
Balance at beginning of the period 57 566 50 551 50 551
Share-based payments 7 128 6 386 11 793
Share options vested (6 892) - (4 778)
Foreign currency translation reserve 3 175 921 1 980 759 2 661 342
Balance at beginning of the period 2 661 342 1 916 514 1 916 514
Foreign currency translation realised (2 130) (6 289) (99 744)
Foreign currency translation adjustments 516 709 70 534 844 572
Other non-distributable statutory reserves (108 618) (34 487) (123 092)
Balance at beginning of the period (123 092) (23 151) (23 151)
Financial instrument hedge settlement 27 589 - -
Foreign currency translation adjustments (5 053) 787 (1 455)
Fair value adjustment on hedging reserve 9 608 217 (76 975)
Deferred tax effect on cash flow hedge - - (393)
Net business combination acquisition (17 670) (12 340) (21 118)
Movement in accumulated profit 9 005 750 8 647 602 8 853 554
Balance at beginning of the period 8 853 554 8 055 520 8 055 520
Actuarial gains recognised - - 1 147
Profit for the period 333 086 722 460 1 060 285
Ordinary dividends paid (151 020) (101 574) (204 304)
Preference dividends paid (29 870) (28 804) (59 094)
Total interest of shareholders of the company 18 107 901 16 678 673 17 432 296
Equity attributable to non-controlling interests of the company 41 052 62 115 48 185
Balance at beginning of the period 48 185 96 239 96 239
Foreign currency translation adjustments (8) 140 301
Business acquisitions - 13 211 21 548
Non-controlling interest disposed (1 494) (55 633) (78 685)
(Loss)/profit for the period (1 914) 13 973 15 692
Dividends paid (3 717) (5 815) (6 910)
Total equity attributable to shareholders of the company 18 148 953 16 740 788 17 480 481

SEGMENTAL ANALYSIS
FOR THE SIX MONTHS ENDED 30 JUNE 2015

Unaudited Unaudited Audited
30 June 30 June 31 December
2015 2014* 2014
R000 R000 R000
Revenue
Freight Services 2 603 574 2 569 792 5 653 512
Shipping 11 382 230 10 816 309 22 106 063
Financial Services 238 308 188 663 376 912
Group 216 426 3 690 849 4 580 465
14 440 538 17 265 613 32 716 952
Segmental adjustments ** (9 374 111) (9 019 712) (18 804 470)
5 066 427 8 245 901 13 912 482
Earnings before interest, taxation, depreciation and amortisation
Freight Services 561 616 544 991 1 053 611
Shipping 376 031 271 659 638 913
Financial Services 109 530 142 139 175 210
Group (104 188) (13 890) (42 750)
942 989 944 899 1 824 984
Segmental adjustments ** (337 057) (340 197) (658 973)
605 932 604 702 1 166 011
Operating profit/(loss) before interest and taxation
Freight Services 367 020 395 489 732 073
Shipping 153 063 71 677 227 421
Financial Services 107 276 140 419 171 401
Group (106 839) (19 967) (58 597)
520 520 587 618 1 072 298
Segmental adjustments ** (236 060) (236 703) (453 430)
284 460 350 915 618 868
Share of associate companies' profit after taxation
Freight Services 17 806 19 431 79 538
Group - 3 607 3 607
17 806 23 038 83 145
Profit/(loss) attributable to ordinary shareholders
Freight Services 177 536 470 434 613 269
Shipping 97 258 182 382 223 765
Financial Services 73 877 94 931 111 979
Group (45 455) (54 091) 52 178
303 216 693 656 1 001 191

* The prior period has been restated to disclose the Commodity Logistics businesses and Financial Services division as continuing operations and a
change in basis of segmentation.
** Joint venture earnings are reviewed together with subsidiaries by the key decision-makers. Segmental adjustments relate to joint ventures and are
necessary to reconcile to IFRS presentation.

FAIR VALUE OF FINANCIAL INSTRUMENTS
AS AT 30 JUNE 2015
The following table provides an analysis of financial instruments that are measured subsequent to initial recognition at fair value, grouped into Levels 1
to 3 based on the degree to which the fair value is observable:
Level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities
Level 2 - inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or
indirectly (i.e. derived from prices)
Level 3 - inputs for the asset or liability that are not based on observable market data (unobservable inputs)

Unaudited Unaudited Unaudited Unaudited
30 June 30 June 30 June 30 June
2015 2015 2015 2015
R000 R000 R000 R000
Level 1 Level 2 Level 3 Total
Financial assets
Derivative financial assets - 318 - 318
Financial assets designated at fair value through profit or loss 29 252 289 459 565 178 883 889
Total 29 252 289 777 565 178 884 207
Financial liabilities
Derivative financial instruments - (54 833) - (54 833)
Total - (54 833) - (54 833)

Unaudited Unaudited Unaudited Unaudited
30 June 30 June 30 June 30 June
2014 2014 2014 2014
R000 R000 R000 R000
Level 1 Level 2 Level 3 Total
Financial assets
Derivative financial assets - 54 793 - 54 793
Derivative financial assets^ - 68 866 - 68 866
Financial assets designated at fair value through profit or loss^ 32 615 271 802 388 992 693 409
Total 32 615 395 461 388 992 817 068
Financial liabilities
Derivative financial instruments - (4 883) - (4 883)
Derivative financial instruments^ - (16 785) - (16 785)
Total - (21 668) - (21 668)
^ Included in assets classified as held-for-sale.
Audited Audited Audited Audited
31 December 31 December 31 December 31 December
2014 2014 2014 2014
R000 R000 R000 R000
Level 1 Level 2 Level 3 Total
Financial assets
Financial assets designated at fair value through profit or loss 23 762 252 999 435 392 712 153
Total 23 762 252 999 435 392 712 153
Financial liabilities
Derivative financial instruments - (88 540) - (88 540)
Total - (88 540) - (88 540)

Reconciliation of Level 3 fair value measurements of financial assets

Unaudited Unaudited Audited
30 June 30 June 31 December
2015 2014 2014
R000 R000 R000
Opening balance 435 392 342 501 342 501
Additions 120 989 18 069 51 402
Disposals (5 757) (102) (19 803)
Profit and loss 14 554 28 524 61 292
Closing balance 565 178 388 992 435 392


CONTINGENT ASSETS/LIABILITIES
AS AT 30 JUNE 2015

The company guaranteed loans and facilities of subsidiaries and joint ventures amounting to R5 390 349 000 (December 2014: R6 263 550 000) of which
R2 446 839 000 (December 2014: R2 231 427 000) had been utilised at the end of the period.

The company has guaranteed charter-hire payments of subsidiaries amounting to R1 143 586 000 (December 2014: R1 137 690 000). The charter-hire payments
are due by the subsidiaries in varying amounts from 2015 to 2022.

On 2 July 2015, as a result of the decline in the share price, Grindrod placed R107 462 326 on deposit as security with the funders of the BEE consortium
to secure the structure. Grindrod continues to have the ability, but no obligation, to increase its funding within the structure should the current
lenders wish to exit.

BUSINESS REVIEW

Overview

The volatile markets and slow economies experienced in the first half of 2015 presented Grindrod with numerous opportunities and challenges.

Lower oil prices resulted in good earnings for the recently increased owned tanker fleet. The increased volumes also benefited the Marine-Fuels business,
which was expanded in the prior year to increase coverage in the Far East.

The continued weak dry-bulk shipping market, in part as a result of oversupplied tonnage, together with a significant Madagascar contract win, presented
ship operating with the opportunity to improve its performance. The owned dry-bulk fleet suffered, with rates remaining well below the cost base.

The southern African Container Feeder and Coastal Tanker business performed well on increased volumes.

Weak commodity prices affected volume through the mineral terminals despite good support from corridor partners. The ability to substitute magnetite and
coal has been of great benefit. The port of Maputo did well to offset the reduced subconcession volumes with significant chrome shipments. Financial close
on the port capital dredge and the berth offset project is expected in the fourth quarter of 2015, with all internal approvals complete. The project will
boost the competitiveness of the port, and the phase 4 expansion of the Matola magnetite terminal will follow on improved demand. The Richards Bay
expansion to 4.5 million tonnes per annum should be complete in the first quarter of 2016. Regulatory delays on the Coega liquid-bulk terminal development
have delayed construction and commencement of construction is expected in the first quarter 2016.

The weaker commodity prices also impacted the Rail businesses negatively. Notwithstanding this, new locomotive orders have been signed for second half
delivery. Progress on delivering a sustainable solution on the north-south rail corridor and the north-west rail project is hampered by significant excess
road haul capacity. Development of a rail siding in Chingola, Zambia, will assist with the solution. The recovery of the Sierra Leone leased locomotive
position (force majeure declared by lessee) was an important achievement. Delays in the award of tenders have impacted earnings in the Rail Construction
and Signalling businesses.

The Integrated Logistics business performed positively despite the closure of the Minerals Intermodal business and low volumes through the new Maputo
Intermodal facility. Earnings were boosted by profitable contracts acquired in the clearing and forwarding business. The new Denver facility in
Johannesburg is operational and the rail siding will be complete by year-end.

Carrier Logistics businesses similarly performed well, producing profits in both the automotive and fuel markets on lower volumes, following the
rightsizing and productivity improvement initiatives in the prior year.

The Agricultural Logistics business, after good capacity utilisation and following the bumper crop in the prior year, is experiencing much reduced
utilisation due to the droughts in 2015.

All the Financial Services businesses are performing well and key drivers of assets under management, core funding and advances showed good increases.

Headline earnings increased by two per cent to R327.9 million (H1 2014: R320.6 million), with headline earnings per share decreasing by 16 per cent to
43.6 cents (H1 2014: 52.0 cents). Attributable earnings of R303.2 million is below prior period earnings of R693.7 million, largely as a consequence of
the profit that was recognised on the acquisition of the minority interests in the B-BBEE joint ventures in the prior period.

Earnings per share is calculated on a weighted average of 751.6 million shares (H1 2014: 616.3 million shares) primarily as a result of the 161.3 million
shares issued in the prior period. Earnings per share is down 64 per cent to 40.3 cents (H1 2014: 112.5 cents).

The interim ordinary dividend remains unchanged from the prior period and has been declared at 13.6 cents per share.

Capital expenditure and commitments

Capital expenditure Capital commitments Split as follows
Approved Approved
not con- and con-
R million H1 2015 H2 2015 2016 2017+ Total tracted tracted
Freight Services 209 157 19 5 181 34 147
Port and Terminals 105 73 13 2 88 - 88
Rail 34 33 6 3 42 34 8
Carrier Logistics 6 46 - - 46 - 46
Integrated Logistics 64 5 - - 5 - 5
Shipping 134 592 468 19 1 079 - 1 079
Dry-bulk 116 371 279 14 664 - 664
Tankers 18 221 189 5 415 - 415
Financial Services 19 - - - - - -
Group 7 2 - - 2 - 2
369 751 487 24 1 262 34 1 228
Split as follows:
Subsidiaries 233 507 208 23 738 - 738
Joint ventures 136 244 279 1 524 34 490

The above represents board-approved capital commitments. These commitments exclude planned expenditure, which is subject to final board consideration.

Capital continues to be committed to the strategic investment areas of port, terminal and rail infrastructure as well as the dry-bulk shipping fleet.

Total capital and investment expenditure was R369.0 million (H1 2014: R1 412.4 million), of which 75 per cent was expansionary and the balance maintenance
or replacement capital expenditure. The capital expenditure mainly comprised payments on the acquisition of dry-bulk vessels, the maintenance and upgrade
of terminals handling equipment, increased investment into locomotives and the acquisition of the remaining shareholding in the Asset Management business.

Future capital continues to be committed to the expansion of terminal capacity, rail infrastructure, locomotives and ships.

Cash flow and borrowings

The financial position reflects net cash of R88.8 million (H1 2014 net cash: R244.8 million). Operating profit before working capital adjustments was
R673.9 million (H1 2014: R505.2 million). Working capital contributed to a net inflow of R3.6 million (H1 2014: R166.6 million net inflow).

Statement of financial position

With total assets of R31.7 billion (December 2014: R32.8 billion) and no net debt (H1 2014: no net debt), the group's financial position remains strong.
Book net asset value per share is 2 316 cents (H1 2014: 2 125 cents).

Shareholders' equity increased to R18.1 billion (December 2014: R17.4 billion) as a result of earnings and a gain in the foreign currency translation
reserve. The net increase of R514.6 million to the foreign currency translation reserve was due to the weakening of the Rand/US Dollar exchange rate from
R11.57/USD to R12.17/USD.

Ordinary shares in issue increased to 762 553 314 shares (December 2014: 762 053 314).

Basis of preparation

These unaudited condensed interim results for the six months ended 30 June 2015 have been prepared and presented in accordance with the framework concepts
and the measurement and recognition requirements of International Financial Reporting Standards (IFRS), the SAICA Financial Reporting Guides as issued by
the Accounting Practices Committee, Financial Reporting Pronouncements as issued by the Financial Reporting Standards Council, the Listings Requirements
of the JSE Limited, the information as required by IAS 34: Interim Financial Reporting, and the requirements of the South African Companies Act, No 71 of
2008. The accounting policies applied in preparation of these condensed interim results are in terms of IFRS and are consistent with those applied in the
previous annual financial statements.

Following the board's decision to retain the Financial Services business, the business has been re-instated as a segment in continuing operations. The
Commodity Logistics businesses are disclosed as continuing operations. In the Interim Results at June 2014 these items had been disclosed as discontinued
items.

In addition, funds provided to joint ventures were previously disclosed as operating cash flows as they were utilised for working capital by the joint
ventures. The consolidated statement of cash flows has been restated to disclose funds provided to joint ventures as investing activities in terms of
IAS 7: Statement of Cash Flows.

The comparative information has been restated. There is no impact on profit/loss and statement of financial position.

The report was prepared under the supervision of the Group Financial Director, Mr AG Waller CA(SA), and has not been audited by the group's external
auditors.

The unaudited condensed interim results were approved by the board of directors on 20 August 2015.

Accounting policies

The accounting policies adopted and methods of computation used in the preparation of these unaudited condensed interim financial statements are in terms
of IFRS and are consistent with those of the previous consolidated annual financial statements for the year ended 31 December 2014.

Post balance sheet events

There are no material post balance sheet events to report.

Change in directorate

Grindrod is pleased to announce the appointment of Bongiwe Ntuli to the board as Executive Director: Port, Terminals and Rail. Bongiwe joined the company
on 1 May 2008 as Chief Financial Officer for the Freight Services division, appointed as Executive: Corporate Services on 1 December 2012 and thereafter
promoted to Executive: Port, Terminals and Rail on 20 August 2014. Bongiwe, a Chartered Accountant, is a director of various major local and international
subsidiary companies and associates. The board congratulates Bongiwe on her new appointment and responsibilities and looks forward to her continued valuable
contributions.

Prospects

Grindrod, with its ungeared balance sheet, is well positioned to develop key capital projects and to further capitalise on opportunities. Current
depressed commodity prices and dry-bulk shipping rates, although off their recent lows, will continue to put pressure on earnings in the near term.

For and on behalf of the board

MJ Hankinson AK Olivier
Chairman Chief Executive Officer
20 August 2015 20 August 2015

DECLARATION OF INTERIM DIVIDEND

Preference dividend

Notice is hereby given that a gross interim dividend of 404.0 cents per cumulative, non-redeemable, non-participating and non-convertible preference share
(H1 2014: 389.0 cents) has been declared out of income reserves for the six-month period ended 30 June 2015, payable to preference shareholders in
accordance with the timetable below.

At 21 August 2015, there are 7 400 000 cumulative, non-redeemable, non-participating and non-convertible preference shares in issue. The interim net
preference dividend is 343.40000 cents per share for preference shareholders who are not exempt from dividends tax.

Ordinary dividend

Notice is hereby given that an interim gross dividend of 13.6 cents per ordinary share (H1 2014: 13.6 cents) has been declared out of income reserves for
the six-month period ended 30 June 2015, payable to ordinary shareholders in accordance with the timetable below.

At 21 August 2015, there are 762 553 314 ordinary shares in issue. The interim net ordinary dividend is 11.56000 cents per share for ordinary
shareholders who are not exempt from dividends tax.

With respect to the preference and ordinary dividends, in terms of the dividends tax effective since 1 April 2012, the following additional information is
disclosed:
- The local dividends tax rate is 15 per cent; and
- Grindrod Limited's tax reference number is 9435/490/71/0.

Timetable

Declaration and finalisation date Friday, 21 August 2015
Last day to trade cum-dividend Friday, 11 September 2015
Shares commence trading ex-dividend Monday, 14 September 2015
Record date Friday, 18 September 2015
Dividend payment date Monday, 21 September 2015

No dematerialisation or rematerialisation of shares will be allowed for the period Monday, 14 September 2015, to Friday, 18 September 2015, both days
inclusive.

The dividends are declared in the currency of the Republic of South Africa.

By order of the board

Mrs CI Lewis
Group Company Secretary
20 August 2015

CORPORATE INFORMATION

Directors
MJ Hankinson (Chairman)**, AK Olivier (Chief Executive Officer), H Adams**, AC Brahde** (Norwegian), JJ Durand*, MR Faku**, T Fubu**, WD Geach**,
GG Gelink**, B Ntuli, DA Polkinghorne, NL Sowazi**, PJ Uys (Alternate)*, MR Wade (British), AG Waller (Group Financial Director), SDM Zungu**
* Non-executive, ** Independent non-executive

Registered office
Quadrant House
115 Margaret Mncadi Avenue
Durban
4001
PO Box 1, Durban, 4000

Transfer secretaries
Computershare Investor Services Proprietary Limited
70 Marshall Street
Johannesburg
2001
PO Box 61051, Marshalltown, 2107

Auditors
Deloitte & Touche
Designated Audit Partner: Craig Sagar CA(SA)

Sponsor
Grindrod Bank Limited
Fourth Floor
Grindrod Tower
8A Protea Place
Sandton
2196
PO Box 78011, Sandton, 2146

For more information, please refer to www.grindrod.co.za


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