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GNDE - GRINDROD LIMITED - Results of Annual General Meeting

27/05/2016 16:45:00

GNDP GND 201605270057A
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 Friday, 27 May 2016, 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 31 March 2016, were passed by the requisite majority of shareholders present and
voting, in person or by proxy.


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”): 750 146 569.
- Total number of issued ordinary shares which were present/represented at the annual general
meeting: 563 468 179 being 75,11% 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: 940 235 being 12,71% of the Total Votable Preference Shares.


Ordinary Resolutions for ordinary shareholders
Ordinary resolution 2.1.1: Re-election of directors retiring by rotation: H Adams
For (1) Against (1) Abstentions (2) Shares voted (3)
552 251 385 being 11 098 554 being 118 240 being 0,02% 563 468 179 being
98,01% 1,97% 75,11%


Ordinary resolution 2.1.2: Re-election of directors retiring by rotation: WD Geach
For (1) Against (1) Abstentions (2) Shares voted (3)
563 343 354 being 6 585 being 0,00% 118 240 being 0,02% 563 468 179 being
99,98% 75,11%
Ordinary resolution 2.1.3: Re-election of directors retiring by rotation: PJ Uys
For (1) Against (1) Abstentions (2) Shares voted (3)
563 349 939 being 0 being 0,00% 118 240 being 0,02% 563 468 179 being
99,98% 75,11%

Ordinary resolution 2.1.4: Re-election of directors retiring by rotation: NL Sowazi
For (1) Against (1) Abstentions (2) Shares voted (3)
550 715 006 being 12 634 933 being 118 240 being 0,02% 563 468 179 being
97,74% 2,24% 75,11%

Ordinary resolution 2.2.1: Confirmation of appointment of directors appointed by the board
since the previous annual general meeting: B Ntuli
For (1) Against (1) Abstentions (2) Shares voted (3)
560 056 888 being 3 293 051 being 118 240 being 0,02% 563 468 179 being
99,39% 0,58% 75,11%


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)
563 349 939 being 0 being 0,00% 118 240 being 0,02% 563 468 179 being
99,98% 75,11%


Ordinary resolution 2.4.1: Election of members of the audit committee: WD Geach
For (1) Against (1) Abstentions (2) Shares voted (3)
563 349 939 being 0 being 0,00% 118 240 being 0,02% 563 468 179 being
99,98% 75,11%


Ordinary resolution 2.4.2: Election of members of the audit committee: T Nyoka
Note that this resolution was withdrawn at the annual general meeting as Mrs T Nyoka resigned as
director of the board and member of the audit committee effective 16 May 2016.

Ordinary resolution 2.5.1: Re-appointment of Deloitte & Touche as independent auditors
For (1) Against (1) Abstentions (2) Shares voted (3)
563 355 439 being 0 being 0,00% 112 740 being 0,02% 563 468 179 being
99,98% 75,11%
Ordinary resolution 2.5.2: Re-appointment of CA Sagar as designated audit partner
For (1) Against (1) Abstentions (2) Shares voted (3)
563 355 439 being 0 being 0,00% 112 740 being 0.02% 563 468 179 being
99,98% 75,11%


Ordinary resolution 2.6 of 75%: Approval of amendment to the rules of the forfeitable share
plan
For (1) Against (1) Abstentions (2) Shares voted (3)
558 430 768 being 1 331 360 being 3 706 051 being 563 468 179 being
99,11% 0,24% 0.49% 75,11%
Note that forfeitable share plan holders abstained from voting on this resolution.


Ordinary resolution 2.7 of 75%: Extension to the expiry date of the options of the share option
scheme
For (1) Against (1) Abstentions (2) Shares voted (3)
470 981 449 being 92 368 490 being 118 240 being 0.02% 563 468 179 being
83,59% 16,39% 75,11%


Ordinary resolution 2.8: General authority to directors to allot and issue ordinary shares
For (1) Against (1) Abstentions (2) Shares voted (3)
456 772 202 being 106 583 237 being 112 740 being 0.02% 563 468 179 being
81,06% 18,92% 75,11%


Ordinary resolution 2.9 of 75%: General authority to issue shares for cash
For (1) Against (1) Abstentions (2) Shares voted (3)
456 754 016 being 106 601 423 being 112 740 being 0.02% 563 468 179 being
81,06% 18,92% 75,11%


Special resolutions for ordinary shareholders
Special resolution 3.1: Approval of non-executive directors' fees
For (1) Against (1) Abstentions (2) Shares voted (3)
562 217 837 being 960 being 0,00% 1 249 382 being 563 468 179 being
99,78% 0,17% 75,11%
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)
561 441 918 being 1 908 021 being 118 240 being 0,02% 563 468 179 being
99,64% 0,34% 75,11%


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)
563 349 939 being 0 being 0,00% 118 240 being 0,02% 563 468 179 being
99,98% 75,11%

Special resolution 3.4: Repurchase of the company's ordinary shares
For (1) Against (1) Abstentions (2) Shares voted (3)
545 175 234 being 18 180 205 being 112 740 being 0,02% 563 468 179 being
96,75% 3,23% 75,11%


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)
395 556 407 being 166 666 930 being 1 244 842 being 563 468 179 being
70,20% 25,58% 0,17% 75,11%


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.


27 May 2016
Sponsor: Grindrod Bank Limited

Date: 27/05/2016 04:45:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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