Remgro Limited (Incorporated in the Republic of South Africa) (Registration number 1968/006415/06) Share code: REM ISIN: ZAE000026480 acting through its wholly-owned subsidiary Industrial Partnership Investments Proprietary Limited (Registration number 1975/004528/07) ( Remgro ) Grindrod Investments Proprietary Limited (Incorporated in the Republic of South Africa) (Registration number 1957/003944/07) ( Grindrod Investments ) CLAW-BACK OFFER TO GRINDROD SHAREHOLDERS 1. Introduction Grindrod Limited ( Grindrod ) shareholders are referred to the announcements released on the Stock Exchange News Service ( SENS ) by Grindrod on 28 March 2014 and 9 May 2014 regarding an equity capital raising, including an accelerated bookbuild offering to qualifying investors ( Bookbuild ). The Bookbuild was successfully concluded on 9 May 2014, and a total of R2.4 billion was raised at a price of R25.00 per Grindrod share (the Bookbuild Price ). Remgro and Grindrod Investments (the Offerors ) were allocated Grindrod shares in the Bookbuild and have undertaken to offer qualifying Grindrod minority shareholders the nonrenounceable right to purchase Grindrod shares from them at the Bookbuild Price (the Claw-back Offer ). 2. Terms of the Claw-back Offer In terms of the Claw-back Offer, the Offerors are offering Qualifying Grindrod Shareholders (as defined in paragraph 3 below) the opportunity to purchase Grindrod shares ( Clawback Offer Shares ) at a price of R25.00 per Claw-back Offer Share. The price per Claw-back Offer Share is exclusive of 0.25% Securities Transfer Tax ( STT ) levied in terms of the Securities Transfer Tax Act, 2007, which tax shall be payable by Qualifying Grindrod Shareholders who accept the Claw-back Offer. The Claw-back Offer is made in the ratio of 5.7 Claw-back Offer Shares for every 100 Grindrod shares held on the record date of the Claw-back Offer, being Friday, 9 May 2014. Entitlements to Claw-back Offer Shares of 0.5 or greater will be rounded up to the nearest whole number and entitlements to Claw-back Offer Shares of less than 0.5 will be rounded down to the nearest whole number.
Qualifying Grindrod Shareholders are entitled to accept the Claw-back Offer in respect of all or part of their entitlement but are not entitled to accept the Claw-back Offer in respect of more than their entitlement. The Claw-back Offer is not renounceable and may only be accepted by Qualifying Grindrod Shareholders. The Claw-back Offer is capped at a maximum aggregate value of R200 million. Should valid acceptances, in aggregate, exceed R200 million then all acceptances will be scaled back on a pro-rata basis. By accepting the Claw-back Offer, Grindrod shareholders will be deemed to have read and understood this announcement in its entirety, and to be participating, accepting the Clawback Offer and acquiring Claw-back Offer Shares on the terms and conditions contained herein and to be providing the representations, warranties, acknowledgements and undertakings contained herein. The only information on which Qualifying Grindrod Shareholders are entitled to rely in relation to the Claw-back Offer is contained in this announcement and any publicly available information, such information being all that it deems necessary or appropriate and sufficient to make an investment decision in respect of the Claw-back Offer Shares. 3. Qualifying Grindrod Shareholders The Claw-back Offer is made only to Grindrod shareholders who: (i) are recorded in Grindrod's securities register as holding not more than 200 000 Grindrod shares on the record date for the Claw-back Offer, being Friday, 9 May 2014 (the "Record Date"); or (ii) hold a beneficial interest in not more than 200 000 Grindrod Shares through a member of the stock exchange operated by the JSE Limited, acting as a nominee in accordance with the rules and procedures of Strate Limited (and that holding is recorded as such on the Record Date in the relevant beneficial shareholder records maintained by a Central Securities Depository Participant ( CSDP )); are resident in the Republic of South Africa or whose address in Grindrod's securities register is an address within the Republic of South Africa; and did not participate in the Bookbuild and/or are not professional institutional investors which qualified to participate in the Bookbuild ("Qualifying Grindrod Shareholders"). By accepting the Claw-back Offer, each Grindrod shareholder represents and warrants to the Offerors that such Grindrod shareholder meets all of the qualifying criteria as set out above. The Offerors' determination as to whether a Grindrod shareholder is a Qualifying Grindrod Shareholder shall be final and shall be in their sole and absolute discretion. 4. Salient dates and times The salient dates and times of the Claw-back Offer are set out below: 2014
Last day to trade in Grindrod shares in order to participate in the Claw-back Offer Record date for the Claw-back Offer Claw-back Offer opens for acceptances Claw-back Offer closes for acceptances at 12:00 on For certificated Qualifying Grindrod Shareholders wishing to purchase Claw-back Offer Shares, payment (including STT) to be made and Forms of Acceptance to be delivered to the Transfer Secretary by 12:00 on Results of the Claw-back Offer announced on SENS on Refund payments made to certificated Grindrod shareholders, in the event that the Claw-back Offer is oversubscribed, on or about Claw-back Offer Shares to be transferred on or around CSDP or broker accounts in respect of dematerialised Qualifying Grindrod Shareholders, debited with the aggregate purchase price due (together with the STT payable thereon) in terms of the Claw-back Offer and credited with Claw-back Offer Shares Share certificates in respect of the Claw-Back Offer Shares posted to certificated Qualifying Grindrod Shareholders on or about Wednesday, 30 April Friday, 9 May Tuesday, 13 May Friday, 23 May Friday, 23 May Tuesday, 27 May Wednesday, 28 May Tuesday, 3 June Tuesday, 3 June Tuesday, 3 June Notes: The dates and times above are subject to change. Any material changes will be announced on SENS. All times are South African times. 5. Procedures for acceptance and payment by certificated Qualifying Grindrod Shareholders If you are a Qualifying Grindrod Shareholder holding certificated shares and you wish to purchase all or some of the Claw-back Offer Shares to which you are entitled, you must complete a form of acceptance in respect of the Claw-back Offer ( Form of Acceptance ). A printed, personalised Form of Acceptance has been posted to you today. A copy of your Form of Acceptance, if required, may also be obtained from Computershare Investor Services Proprietary Limited (the Transfer Secretary ), contactable during ordinary business hours on 0 861 100 634. If you wish to purchase all or some of the Claw-back Offer Shares to which you are entitled, you must complete the Form of Acceptance in accordance with the instructions contained therein and deliver it to the Transfer Secretary at the postal or physical address or to the fax number or email address set out therein, so as to be received by the Transfer Secretary by 12:00 on Friday, 23 May 2014, together with a bank-guaranteed cheque, a
bankers draft or confirmation of an electronic funds transfer into the designated bank account for the aggregate purchase consideration payable (together with the STT payable thereon) in respect of the Claw-back Offer Shares which you wish to purchase. Once received by the Transfer Secretary, the acceptance of Claw-back Offer Shares is irrevocable and may not be withdrawn. If the required documentation and payment have not been received by the Transfer Secretary in accordance with the instructions contained in the Form of Acceptance by 12:00 on Friday, 23 May 2014, then your right to purchase Claw-back Offer Shares in accordance with your entitlement will be deemed to have been declined and your entitlement will lapse and you will have no further claims of whatever nature against the Offerors in respect of the Claw-back Offer. You are advised to take into consideration postal delivery times when posting your Forms of Acceptance, as no late postal deliveries will be accepted. In the event that the Claw-back Offer is oversubscribed and acceptances are proportionately scaled back, a partial refund payment will be made to you on or about Wednesday, 28 May 2014. No interest will be paid on monies received in respect of scaled back acceptances. If you do not wish to purchase all or some of the Claw-back Offer Shares to which you are entitled, no action is required from you and your entitlements will lapse. Share certificates in respect of those Claw-back Offer Shares which you have purchased, will be posted to you, by registered post, at your risk, on or about Tuesday, 3 June 2014. You should note that you will only be able to trade your Claw-back Offer Shares on the JSE Limited once such Claw-back Offer Shares have been dematerialised. 6. Procedures for acceptance and payment by dematerialised Qualifying Grindrod Shareholders If you are a Qualifying Grindrod Shareholder holding dematerialised shares you will not receive a Form of Acceptance. You should instead receive notification from your CSDP or broker regarding your right to purchase Claw-back Offer Shares in accordance with your entitlement. You will be required to notify your CSDP or broker whether you wish to purchase Clawback Offer Shares and if so, the number of Claw-back Offer Shares which you wish to purchase. If you wish to purchase all or some of the Claw-back Offer Shares to which you are entitled, you will be required to notify your CSDP or broker of your acceptance of the Claw-back Offer in the manner and within the time stipulated in the agreement governing the relationship between you and your CSDP or broker. If you are not contacted, you should contact your CSDP or broker and provide them with your instructions. If your CSDP or broker does not obtain instructions from you, it is obliged to act in terms of the mandate granted to them by you, or if the mandate is silent in this
regard, it shall not apply for Claw-back Offer Shares on your behalf in terms of the Clawback Offer and your entitlement will lapse. The Offerors do not accept responsibility and will not be held liable for any failure on the part of your CSDP or broker to notify you of the Claw-back Offer and/or to obtain instructions from you to purchase Claw-back Offer Shares. CSDPs effect payment in respect of dematerialised shareholders on a delivery versus payment basis. You must ensure that you have sufficient funds in your account to settle the aggregate purchase consideration payable (together with the STT payable thereon) in respect of the Claw-back Offer Shares which you wish to purchase. If you have insufficient funds in your account on the settlement date for the Claw-back Offer, then your right to purchase Claw-back Offer Shares in accordance with your entitlement will be deemed to have been declined and your entitlement will lapse and you will have no further claims of whatever nature against the Offerors in respect of the Claw-back Offer. If you do not wish to purchase all or some of the Claw-back Offer Shares to which you are entitled, no action is required from you and your entitlements will lapse. Stellenbosch 13 May 2014 Merchant bank and sponsor RAND MERCHANT BANK (A division of FirstRand Bank Limited) Attorneys Webber Wentzel Transfer Secretary Computershare Investor Services Proprietary Limited IMPORTANT NOTICE This announcement shall not constitute an offer to sell, or the solicitation of an offer to buy or acquire any securities, nor shall there be any sale of securities, in any jurisdiction outside the Republic of South Africa, and in particular in any jurisdiction, in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. In particular, this announcement does not constitute or form part of any offer to sell, or the solicitation of an offer to acquire or purchase, any securities in the United States, Australia, Canada or Japan. This document may not be distributed, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia), Australia, Canada or Japan or any other jurisdiction where to do so would constitute a violation of the relevant securities law of such jurisdiction. Any failure to comply with the above restrictions may constitute a violation of U.S., Australian, Canadian, Japanese or other securities laws. The distribution of this document in other jurisdictions
may be restricted by law, and persons into whose possession this document comes should inform themselves about, and observe, any such restrictions.