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GNDE - GRINDROD LIMITED - Results of Annual General Meeting

31/05/2018 16:22:00

GND 201805310076A
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, Thursday, 31 May 2018, 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 distributed
to shareholders on 10 April 2018 and the updated notice of annual general meeting distributed on
18 May 2018, 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”): 756 265 920.
- Total number of issued ordinary shares which were present/represented at the annual general
meeting: 641 297 377 being 84,80% 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: 238 775 being 3,23% of the Total Votable Preference Shares.


ORDINARY RESOLUTIONS FOR ORDINARY SHAREHOLDERS


Ordinary resolution 2.1.1: Re-election of directors retiring by rotation: G Kotze
For (1) Against (1) Abstentions (2) Shares voted (3)
637 407 524 being 3 693 853 being 196 000 being 641 101 377 being
99,42% 0,58% 0,03% 84.77%
Ordinary resolution 2.1.2: Re-election of directors retiring by rotation: ZN Malinga
For (1) Against (1) Abstentions (2) Shares voted (3)
637 371 710 being 628 918 being 3 296 749 being 638 000 628 being
99,90% 0,10% 0,44% 84,36%



Ordinary resolution 2.1.3: Re-election of directors retiring by rotation: RSM Ndlovu
For (1) Against (1) Abstentions (2) Shares voted (3)
640 472 459 being 628 778 being 196 140 being 641 101 237 being
99,90% 0,10% 0,03% 84,69%



Ordinary resolution 2.2: Election of member and appointment of chairman of the audit
committee: GG Gelink
For (1) Against (1) Abstentions (2) Shares voted (3)
640 508 425 being 590 952 being 198 000 being 641 099 377 being
99,91% 0,09% 0,03% 84,77%




Ordinary resolution 2.3.1: Election of members of the audit committee: WD Geach
For (1) Against (1) Abstentions (2) Shares voted (3)
634 541 167 being 6 558 210 being 198 000 being 641 099 377 being
98.98% 1,02% 0,03% 84,77%




Ordinary resolution 2.3.2: Election of members of the audit committee: RSM Ndlovu
For (1) Against (1) Abstentions (2) Shares voted (3)
558 571 832 being 82 527 405 being 198 140 being 641 099 237 being
87,13% 12,87% 0.03% 84,77%



Ordinary resolution 2.4.1: Re-appointment of Deloitte & Touche as independent auditors
For (1) Against (1) Abstentions (2) Shares voted (3)
565 021 145 being 76 075 132 being 201 100 being 641 096 277 being
88,13% 11,87% 0,03% 84,77%
Ordinary resolution 2.4.2: Re-appointment of K Peddie as designated audit partner
For (1) Against (1) Abstentions (2) Shares voted (3)
565 023 066 being 76 073 211 being 201 100 being 641 096 277 being
88,13% 11.87% 0,03% 84,77%




Ordinary resolution 2.5: General authority to directors to allot and issue ordinary shares
For (1) Against (1) Abstentions (2) Shares voted (3)
488 921 193 being 152 145 184 being 231 000 being 641 066 377 being
76,27% 23,73% 0,03% 84,77%



Ordinary resolution 2.6 of 75%: General authority to issue shares for cash
For (1) Against (1) Abstentions (2) Shares voted (3)
537 589 502 being 103 476 875 being 231 000 being 641 066 377 being
83,86% 16,14% 0,03% 84,77%


SPECIAL RESOLUTIONS FOR ORDINARY SHAREHOLDERS


Special resolution 3.1: Approval of non-executive directors' fees
For (1) Against (1) Abstentions (2) Shares voted (3)
637 283 849 being 712 306 being 3 301 222 being 637 996 155 being
99,89% 0,11% 0,44% 84,36%



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)
629 587 713 being 11 513 664 being 196 000 being 641 101 377 being
98,20% 1,80% 0,03% 84,77%




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)
629 587 713 being 11 513 664 being 196 000 being 641 101 377 being
98,20% 1,80% 0,03% 84,77%
SPECIAL RESOLUTIONS FOR ORDINARY AND PREFERENCE* SHAREHOLDERS


Special resolution 3.4: Repurchase of the company's ordinary shares
For (1) Against (1) Abstentions (2) Shares voted (3)
629 235 903 being 15 261 773 being 500 715 being 644 497 676 being
97,63% 2,37% 0,07% 84,40%
* Preference shares have been weighted based on their par value in relation to that of
ordinary shares.



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)
442 725 604 being 198 369 300 being 202 473 being 641 094 904 being
69,06% 30,94% 0,03% 84,77%


Non-binding advisory vote 4.2: Confirmation of the group implementation report
For (1) Against (1) Abstentions (2) Shares voted (3)
472 621 953 being 167 932 252 being 743 172 being 640 554 205 being
73,78% 26,22% 0,10% 84,70%


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.


31 May 2018
Sponsor: Grindrod Bank Limited

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