GNDE - GRINDROD LIMITED - Results of annual general meeting

26/05/2020 17:02:12

Results of annual general meeting:
Results of annual general meeting

GRINDROD LIMITED
Registration number 1966/009846/06
Share code: GND & GNDP
ISIN: ZAE000072328 & ZAE000071106
(“Grindrod” or the “Company”)


RESULTS OF ANNUAL GENERAL MEETING


In terms of section 3.91 of the JSE Listings Requirements, shareholders are hereby advised that at the annual
general meeting of shareholders of the Company held today, Tuesday, 26 May 2020, 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 28 April 2020, 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, which were voted against by more than 25% of shareholders represented at
the annual general meeting.


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”):
744 705 252.
- Total number of issued ordinary shares which were present/represented at the annual general meeting:
641 171 957 being 86.10% 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: 402 619 being 5.44% 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 6 240 595 voting rights being present/represented at the annual
general meeting being 5.44% 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: MR Faku
For (1) Against (1) Abstentions (2) Shares voted (3)
640 111 386 being 751 998 being 308 573 being 640 863 384 being
99.88% 0.12% 0.04% 84.04%
Ordinary resolution 2.1.2: Re-election of directors retiring by rotation: GG Gelink
For (1) Against (1) Abstentions (2) Shares voted (3)
638 268 853 being 2 599 531 being 303 573 being 640 868 384 being
99.59% 0.41% 0.04% 84.04%




Ordinary resolution 2.2.1: Confirmation of appointment of director appointed by the board since the
previous annual general meeting: WJ Grindrod
For (1) Against (1) Abstentions (2) Shares voted (3)
637 360 319 being 3 508 065 being 303 573 being 640 868 384 being
99.45% 0.55% 0.04% 84.04%




Ordinary resolution 2.2.2: Confirmation of appointment of director appointed by the board since the
previous annual general meeting: B Magara
For (1) Against (1) Abstentions (2) Shares voted (3)
640 840 372 being 23 012 being 308 573 being 640 863 384 being
100.00% 0.00% 0.04% 84.04%




Ordinary resolution 2.2.3: Confirmation of appointment of director appointed by the board since the
previous annual general meeting: W van Wyk
For (1) Against (1) Abstentions (2) Shares voted (3)
562 897 731 being 77 967 553 being 306 673 being 640 865 284 being
87.83% 12.17% 0.04% 84.04%




Ordinary resolution 2.2.4: Confirmation of appointment of director appointed by the board since the
previous annual general meeting: ZP Zatu
For (1) Against (1) Abstentions (2) Shares voted (3)
640 840 146 being 23 238 being 308 573 being 640 863 384 being
100.00% 0.00% 0.04% 84.04%
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)
640 600 709 being 264 575 being 306 673 being 640 865 284 being
99.96% 0,04% 0.04% 84.04%




Ordinary resolution 2.4.1: Election of members of the audit committee: W van Wyk
For (1) Against (1) Abstentions (2) Shares voted (3)
562 920 241 being 77 945 043 being 306 673 being 640 865 284 being
87.84% 12.16% 0,04% 84.04%



Ordinary resolution 2.4.2: Election of members of the audit committee: ZP Zatu
For (1) Against (1) Abstentions (2) Shares voted (3)
640 840 146 being 23 238 being 308 573 being 640 863 384 being
100.00% 0.00% 0.04% 84.04%




Ordinary resolution 2.5.1: Re-appointment of Deloitte & Touche as independent auditors
For (1) Against (1) Abstentions (2) Shares voted (3)
571 840 088 being 68 862 374 being 469 495 being 640 702 462 being
89.25% 10.75% 0.06% 84.02%




Ordinary resolution 2.5.2: Confirmation of appointment of M Holme as designated audit partner
For (1) Against (1) Abstentions (2) Shares voted (3)
571 714 239 being 68 861 401 being 596 317 being 640 575 640 being
89.25% 10.75% 0.08% 84.00%




Ordinary resolution 2.6: General authority to directors to allot and issue ordinary shares
For (1) Against (1) Abstentions (2) Shares voted (3)
549 131 213 being 91 737 171 being 303 573 being 640 868 384 being
85.69% 14.31% 0.04% 84.04%
Ordinary resolution 2.7 of 75%: General authority to issue shares for cash
For (1) Against (1) Abstentions (2) Shares voted (3)
540 931 980 being 99 936 404 being 303 573 being 640 868 384 being
84.41% 15.59% 0.04% 84.04%




SPECIAL RESOLUTIONS FOR ORDINARY SHAREHOLDERS


Special resolution 3.1: Approval of non-executive directors' fees
For (1) Against (1) Abstentions (2) Shares voted (3)
640 280 200 being 408 189 being 483 568 being 640 688 389 being
99.94% 0.06% 0.06% 84.02%




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)
632 633 332 being 8 230 052 being 308 573 being 640 863 384 being
98.72% 1.28% 0.04% 84.04%




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)
632 638 332 being 8 230 052 being 303 573 being 640 868 384 being
98.72% 1.28% 0.04% 84.04%




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)
631 599 280 being 9 287 104 being 285 573 being 640 886 384 being
98.55% 1.45% 0.04% 84.04%
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)
4 227 907 being 1 888 443 being 74 245 being 6 166 350 being
69.38% 30.62% 0.06% 5.38%
* 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)
423 101 343 being 217 750 641 being 319 973 being 640 851 984 being
66.02% 33.98% 0.04% 84.04%



Non-binding advisory vote 4.2: Confirmation of the group implementation report
For (1) Against (1) Abstentions (2) Shares voted (3)
429 601 935 being 211 108 454 being 461 568 being 640 710 389 being
67.05% 32.95% 0.06% 84.02%




Due to non-binding advisory vote number 4.1 relating to the 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 section 3.84(j) of the JSE
Listings Requirements 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 at
email address Cathie.Lewis@grindrod.com (until 31 May 2020) and
Vicky.Commaille@grindrod.com (from 1 June 2020) in writing by close of business on
Tuesday, 11 June 2020;


2. 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 for 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 Ordinary/Preference Shares
in Issue.


(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.


26 May 2020
Sponsor: Nedbank Corporate and Investment Banking

Date: 26-05-2020 05:02:00
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