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GRINDROD SHIPPING HOLDINGS LIMITED - Results of the Annual General Meeting of Grindrod Shipping Holdings Ltd. held on May 26, 2022 (the "AGM")

Release Date: 27/05/2022 08:00
Code(s): GSH     PDF:  
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Results of the Annual General Meeting of Grindrod Shipping Holdings Ltd. held on May 26, 2022 (the "AGM")

GRINDROD SHIPPING HOLDINGS LTD.
ABBREVIATED NAME: GRINSHIP
Registered in Singapore with registration number 201731497H
JSE Share code: GSH
ISIN: SG9999019087
Primary listing on NASDAQ Global Select Market
Secondary listing on the JSE Main Board



RESULTS OF THE ANNUAL GENERAL MEETING OF GRINDROD SHIPPING HOLDINGS LTD. HELD
ON MAY 26, 2022 (the "AGM")

There were 18,958,025 ordinary shares in issue as at the date of the AGM. 11,554,814 ordinary shares, being 60.95%
of the issued ordinary shares, were present or represented at the AGM, constituting a quorum.

At the AGM, the shareholders voted on all the resolutions relating to the ordinary business and all the resolutions
relating to the special business as set out in the notice of the AGM, dated April 6, 2022. All resolutions considered at
the meeting were duly passed.

Each ordinary share carries one vote. Details of all votes validly cast at the AGM are set out below:

                                                       For (1)               Against (1)           Abstentions (1)
                                                 Number of               Number of               Number of
                                                  shares       % (2)      shares      % (2)       shares      %(3)
Resolution number and details

Routine Business

1. To receive and adopt the Directors’
  Statement and Audited Financial Statements
  for the financial year ended December 31,
  2021 and the Auditor’s Report thereon.     11,503,857         99.89       12,416       0.11      38,541       0.33

2. To re-appoint Mr. John Peter Herholdt, who
   retires pursuant to Regulation 101 of the
   Constitution, as a Director of the Company. 10,906,863       94.66      615,020       5.34      32,931       0.28

3. To re-appoint Mr. Quah Ban Huat, who
  retires pursuant to Regulation 101 of the
  Constitution, as a Director of the Company. 11,456,414        99.46       62,551       0.54      35,849       0.31

4. To re-appoint Mr. Paul Charles Over, who
  retires pursuant to Regulation 106 of the
  Constitution, as a Director of the Company. 11,439,211        99.30       80,797       0.70      34,806       0.30

5. To approve the remuneration of the Non-
  executive Directors of the Company from
  time to time during the year ending
  December 31, 2022 in accordance with the
  following:

  (a) annual fee rates as may be relevant to
  each Non-executive Director: (i) total all-
  inclusive Chairman’s fee of US$175,000;    10,920,113          94.94      581,403       5.06      53,298       0.46
  (ii) Directors’ fee of US$85,000; (iii)
  Committee Chairman’s fee of US$40,000;
  and (iv) Committee member’s fee of
  US$15,000; and

  (b) Grant of FSP awards based on a one-off
  amount to each Non-executive director,
  which takes into account and recognises
  their contributions for the financial years
  ended December 31, 2020 and December 31,
  2021 and ending December 31, 2022: (i) Mr.
  Michael John Hankinson of US$237,500;
  (ii) Mr. John Peter Herholdt of US$165,000;
  (iii) Mr. Quah Ban Huat of US$165,000; (iv)
  Mr. Murray Paul Grindrod of US$75,000;
  and (v) Mr. Paul Charles Over of
  US$31,875. The quantity of the FSP awards
  will be based on the GRIN share price to be
  determined at date of grant of FSP award.
  The FSP awards once granted to each Non-
  executive director, will vest immediately
  upon grant.

6. To re-appoint Deloitte & Touche LLP as the
   Auditors of the Company for the financial
   year ending December 31, 2022 and to
   authorize the Directors to fix their
   remuneration.                              11,502,045        99.81    22,316     0.19     30,453     0.26


Special Business

7. To approve the amendment of the 2018
  Forfeitable Share Plan Rules.               10,917,592         95.07   566,021     4.93     71,201     0.62

8. To approve the NED Compensation
  Program pursuant to which the NEDs
  concerned will be paid up to US$2,000 per
  diem, or a monthly retainer, or a flat retainer,
  always subject to a maximum of
  US$120,000 per annum per NED for any
  extraordinary work undertaken on behalf of
  the Company outside of the scope and time
  commitment contained in the letters of
  appointment for the NEDs.                        11,092,483   96.53   399,328     3.47     63,003     0.55

9. Authority to issue new shares under the 2018
   Forfeitable Share Plan.                         11,186,684   97.26   314,735     2.74     53,395     0.46

10. Renewal of the Share Repurchase
  Mandate.                                          6,573,592   99.35    42,903     0.65    4,938,319   42.74

11. Authority to issue and allot shares.            8,990,678   78.05   2,527,716   21.95    36,420     0.32
Notes :
(1) Whilst ordinary shares abstained from voting count toward determining the quorum of the meeting, the
    calculation of the percentage of votes cast in favour of, or against, the resolution disregards abstained votes.

(2) Percentage is calculated as the votes for or against, as applicable, divided by the total of votes for and against,
    and not including abstentions.

(3) Percentage is calculated as the votes abstained divided by total ordinary shares represented at the AGM, being
    11,554,814 ordinary shares.


By order of the Board
27 May 2022
Sponsor: Grindrod Bank Limited

Date: 27-05-2022 08:00:00
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