We provide logistics solutions in strategic freight corridors throughout Sub-Saharan Africa

GNDE - GRINDROD LIMITED - Results of Annual General Meeting

28/05/2019 15:15:00

GND GNDP 201905280057A
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


In terms of LR 3.91, shareholders are hereby advised that at the annual general meeting of
shareholders of the company held today, Tuesday, 28 May 2019, 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 3 March 2019, were passed by the requisite
majority of shareholders present and voting, in person or by proxy, with the exception of non-binding
advisory vote number 4.1 relating to the Company's group remuneration policy and non-binding
advisory vote number 4.2 relating to the group implementation report


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"): 748 966 971.
- Total number of issued ordinary shares which were present/represented at the annual general
meeting: 625 422 317 being 83.50% 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: 299 033 being 4.04% of the Total Votable Preference Shares.
- The voting rights attached to the preference shares are weighted based on their par value in
relation to that of ordinary shares and equates to 4 635 012 voting rights being
present/represented at the annual general meeting being 4.04% of the voting rights attached
to the Total Votable Preference Shares
ORDINARY RESOLUTIONS FOR ORDINARY SHAREHOLDERS


Ordinary resolution 2.1.1: Re-election of directors retiring by rotation: NL Sowazi
For (1) Against (1) Abstentions (2) Shares voted (3)
585 708 030 being 39 526 713 being 187 574 being 625 234 743 being
93.68% 6.32% 0.03% 83.48%




Ordinary resolution 2.1.2: Re-election of directors retiring by rotation: PJ Uys
For (1) Against (1) Abstentions (2) Shares voted (3)
563 387 623 being 61 847 120 being 187 574 being 625 234 743 being
90.11% 9.98% 0.03% 83.48%




Ordinary resolution 2.1.3: Re-election of directors retiring by rotation: SDM Zungu
For (1) Against (1) Abstentions (2) Shares voted (3)
547 915 505 being 409 604 being 77 097 208 being 548 325 109 being
99.93% 0.07% 10.29% 73.21%




Ordinary resolution 2.2.1: Confirmation of appointment of director appointed by the board
since the previous annual general meeting: XF Mbambo
For (1) Against (1) Abstentions (2) Shares voted (3)
623 371 759 being 1 862 304 being 188 254 being 625 234 063 being
99.70% 0.30% 0.03% 83.48%




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)
624 832 219 being 402 524 being 187 574 being 625 234 743 being
99.94% 0,06% 0.03% 83.48%
Ordinary resolution 2.4.1: Election of members of the audit committee: ZN Malinga
For (1) Against (1) Abstentions (2) Shares voted (3)
624 832 219 being 402 524 being 187 574 being 625 234 743 being
99.94% 0.06% 0,03% 83.48%



Ordinary resolution 2.4.2: Election of members of the audit committee: RSM Ndlovu
For (1) Against (1) Abstentions (2) Shares voted (3)
625 179 703 being 55 040 being 187 574 being 625 234 743being
99.99% 0.01% 0.03% 83.48%




Ordinary resolution 2.5.1: Re-appointment of Deloitte & Touche as independent auditors
For (1) Against (1) Abstentions (2) Shares voted (3)
556 048 995 being 69 185 748 being 187 574 being 625 234 743 being
88.93% 11.07% 0.03% 83.48%




Ordinary resolution 2.5.2: Re-appointment of K Peddie as designated audit partner
For (1) Against (1) Abstentions (2) Shares voted (3)
556 098 550 being 69 136 193 being 187 574 being 625 234 743 being
88.94% 11.06% 0.,03% 83.48%




Ordinary resolution 2.6: General authority to directors to allot and issue ordinary shares
For (1) Against (1) Abstentions (2) Shares voted (3)
546 743 455 being 78 491 288 being 187 574 being 625 234 743 being
87.45% 12.55% 0.,03% 83.48%




Ordinary resolution 2.7 of 75%: General authority to issue shares for cash
For (1) Against (1) Abstentions (2) Shares voted (3)
536 897 672 being 88 337 071 being 187 574 being 625 234 743 being
85.87% 14.13% 0.03% 83.48%

SPECIAL RESOLUTIONS FOR ORDINARY SHAREHOLDERS


Special resolution 3.1: Approval of non-executive directors' fees
For (1) Against (1) Abstentions (2) Shares voted (3)
625 169 835 being 63 720 being 188 762 being 625 233 555 being
99.99% 0.01% 0.03% 83.48%




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)
615 361 559 being 9 873 184 being 187 574 being 625 234 743 being
98.42% 1.58% 0.03% 83.48%




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)
615 361 559 being 9 873 184 being 187 574 being 625 234 743 being
98.42% 1.58% 0.03% 83.48%




SPECIAL RESOLUTION FOR ORDINARY AND PREFERENCE SHAREHOLDERS


VOTING RESULTS FROM ORDINARY SHAREHOLDERS ONLY


Special resolution 3.4: Repurchase of the company's ordinary shares
For (1) Against (1) Abstentions (2) Shares voted (3)
614 915 590 being 10 342 025 being 164 374 being 625 257 943 being
98.35% 1.65% 0.02% 83.48%


VOTING RESULTS FROM PREFERENCE* SHAREHOLDERS ONLY
Special resolution 3.4: Repurchase of the company's ordinary shares
For (1) Against (1) Abstentions (2) Shares voted (3)
4 411 672 being 34 100 being 189 240 being 4 445 772 being
99.23% 0.77% 0.16% 3.88%
* Preference shares have been weighted based on their par value in relation to that of ordinary
shares.




NON-BINDING ADVISORY VOTES


Non-binding advisory vote 4.1: Confirmation of the group remuneration policy
For (1) Against (1) Abstentions (2) Shares voted (3)
440 810 330 being 184 420 340 being 191 647 being 625 230 670 being
70.50% 29.50% 0.03% 83.48%



Non-binding advisory vote 4.2: Confirmation of the group implementation report
For (1) Against (1) Abstentions (2) Shares voted (3)
443 916 879 being 181 313 791 being 191 647 being 625 230 670 being
71.00% 29.00% 0.03% 83.48%




Due to non-binding advisory vote number 4.1 relating to the Company's group
remuneration policy and non-binding advisory vote number 4.2 relating to the group
implementation report voted against by more than 25% of shareholders present in person
or represented by proxy, an invitation is extended to such dissenting shareholders to
engage with the Company in terms of LR 3.84(k) as follows:


1. Dissenting shareholders are invited to forward their concerns/questions on the group
remuneration policy and the group implementation report to the group company
secretary in writing by close of business on Tuesday, 11 June 2019;


2. All dissenting shareholders to advise the group company secretary whether they
wish to engage with the Company on this matter by no later than close of business
on Tuesday, 11 June 2019; and
3. Following the responses received from the dissenting shareholders in accordance
with the above, appropriate engagements will be scheduled with such shareholders
at a suitable date and time.


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.


28 May 2019
Sponsor: Grindrod Bank Limited

Date: 28/05/2019 03:15:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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