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Mon 12 Dec 2011, 14:22 GND/GNDP - Grindrod Limited - Notice in terms of section 45(5) of the
GND   GNDP
GND                                                                             
GND/GNDP - Grindrod Limited - Notice in terms of section 45(5) of the           
companies Act, no 71 of 2008                                                    
GRINDROD LIMITED                                                                
(Registration number: 1966/0009846/06)                                          
Share code: GND & GNDP                                                          
ISIN: ZAE000072328 & ZAE000071106                                               
("Grindrod" or "the Company")                                                   
NOTICE IN TERMS OF SECTION 45(5) OF THE COMPANIES ACT, NO 71 OF 2008            
("the Act")                                                                     
1.   This is a notice in terms of section 45(5) of the Act.                     
2.   On 20 July 2011, the shareholders of Grindrod approved a special           
resolution authorising the board of directors of Grindrod ("the             
    Board") to provide financial assistance to related and inter-               
    related companies.                                                          
3.   The Board has, pursuant to the above authorisation and in                  
accordance with section 45 of the Act, resolved to provide                  
    guarantees to related and interrelated companies, to secure the             
    banking facilities required by such companies.                              
4.   The total financial assistance provided to related and inter-              
related companies in terms of resolutions passed by the Board               
    during the current financial year exceeds one-tenth of one percent          
    of Grindrod`s net worth.                                                    
5.   This notice is required to be provided, in terms of section 45(5)          
of the Act, because the threshold referred to in paragraph 4 has            
    been exceeded.                                                              
Sponsor : Grindrod Bank Ltd                                                     
12 December 2011                                                                
Date: 12/12/2011 14:22:04 Produced by the JSE SENS Department.                  
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