• Grindrod Limited’s Annual General Meeting (AGM) successfully concludes with shareholders approving all proposed resolutions, except for one related to the issuance of ordinary shares for cash.
• Two non-binding advisory votes regarding the Group’s remuneration policy and implementation report were voted against by more than 25% of represented shareholders.
• Dissenting shareholders are invited to engage with the company by submitting their concerns or questions regarding the Group implementation report, with subsequent engagements scheduled at a later date.

Logistics and shipping company Grindrod Limited recently conducted its Annual General Meeting (AGM) where shareholders voted on proposed resolutions. The AGM, held electronically on Thursday, 25th May 2023, saw the approval of all resolutions except one concerning the general authority to issue ordinary shares for cash.

Grindrod Limited, a prominent player in the logistics and shipping industry, has disclosed the outcomes of its highly anticipated Annual General Meeting (AGM) held on Thursday, 25th May 2023. The AGM, which took place in an electronic format, witnessed the successful passage of various proposed resolutions. However, one particular resolution pertaining to the general authority to issue ordinary shares for cash did not receive the necessary approval.

According to the announcement made by the company, the AGM fulfilled the requirements of section 3.91 of the JSE Listings Requirements of the JSE Limited. The resolutions were voted on by shareholders in attendance, either in person or by proxy, and were approved by a majority.

While the majority of the resolutions were embraced with overwhelming support, two non-binding advisory votes, labeled as numbers 4.1 and 4.2, were opposed by more than 25% of the represented shareholders. These votes centered around the Group remuneration policy and the Group implementation report, respectively.

Detailed information regarding the voting results at the AGM are as follows:

Ordinary Shareholders:

• Total number of issued ordinary shares: 698,031,586
• Total number of issued ordinary shares present/represented at the AGM: 439,263,207 (65.63% of the Total Votable Ordinary Shares)

Preference Shareholders:

• Total number of issued preference shares: 7,400,000
• Total number of issued preference shares present/represented at the AGM: 166,884 (2.26% of the Total Votable Preference Shares)

Among the ordinary resolutions intended for ordinary shareholders, the re-election of directors retiring by rotation, appointment of committee members, and the re-appointment of Deloitte & Touche as independent auditors garnered significant support, with approval rates ranging from 96.44% to 99.99%.

However, ordinary resolution 2.6, which sought general authority to issue ordinary shares for cash, witnessed a divided vote with 55.27% in favor and 44.73% against.

Regarding special resolutions that necessitated a higher majority, all resolutions were approved by a considerable margin. These resolutions included the endorsement of non-executive directors’ fees, the general authority to provide financial assistance under specific sections of the Act, the general repurchase of Grindrod’s ordinary shares, and the replacement of the Memorandum of Incorporation.

In light of the voting results, the company extended an invitation to dissenting shareholders who opposed non-binding advisory votes 4.1 and 4.2. Shareholders were encouraged to express their concerns or queries regarding the Group implementation report by submitting them in writing to the Group company secretary via email before the close of business on Thursday, 15th June 2023. Grindrod Limited expressed its willingness to engage with these shareholders at a later date and time following the receipt of their responses.