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Announces Despatch of Circular and Notice of Extraordinary General Meeting to Shareholders
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
Grindrod Shipping Holdings Ltd. Announces Despatch of Circular and Notice of Extraordinary General Meeting to Shareholders
Singapore, May 14, 2024: — Grindrod Shipping Holdings Ltd. (NASDAQ: GRIN) (JSE: GSH) ("Grindrod
Shipping" or "Company" or "we" or "us" or "our"), a global provider of maritime transportation services
predominantly in the drybulk sector, today announced that it has despatched a circular (the "Circular") to the
shareholders of the Company (the "Shareholders") in connection with the proposed selective capital reduction
of the Company (the "Selective Capital Reduction") pursuant to Section 78G of the Companies Act 1967 of
Singapore.
Under the terms of the proposed Selective Capital Reduction, on the effective date of the Selective Capital
Reduction (the "Effective Date") all of the ordinary shares of the Company (the "Shares") held by Shareholders
other than Shares held by Good Falkirk (MI) Limited ("GF") will be cancelled and Shareholders (other than GF)
as of the Effective Date will be entitled to receive US$14.25 in cash for each cancelled Share.
Notice of Extraordinary General Meeting
The Company will hold an extraordinary general meeting of the Company (the "EGM") in connection with the
proposed Selective Capital Reduction. The record date is set as May 10, 2024 for purposes of distribution of the
Notice of the EGM and for determining eligibility to vote is set out in the Circular. The EGM will be held on June
20, 2024 at 06:00 United States Eastern Daylight Time / 12:00 South Africa Standard Time / 18:00 Singapore
Standard Time, virtually via a live audio-visual webcast and a live audio-only stream. The notice of EGM includes
a form of proxy and voting instruction and is available at the Company's website
https://www.grinshipping.com/Content/EventsPresentationsAndNotices and is also being posted to shareholders
who have made the appropriate election.
In order for Shareholders to cast a vote, a "Form of Proxy and Voting Instruction" must be completed in each
case, no later than 06:00 United States Eastern Daylight Time / 12:00 South Africa Standard Time on June 17,
2024 and submitted as follows:
(i) by Shareholders whose name is reflected in the Company's register of members to Continental Stock
Transfer & Trust Company via email to proxy@continentalstock.com or by mail to 1 State Street, 30th
Floor, New York, NY 10004-1561;
(ii) by Shareholders in South Africa to such Shareholder's respective broker, dealer, securities depository or
other intermediary through which their interests are held in South Africa; and
(iii) by Shareholders outside of South Africa to (a) such Shareholder's respective broker, dealer, securities
depository or other intermediary through which their interests are held; (b) Vote Processing, c/o
BROADRIDGE at 51 Mercedes Way, Edgewood, NY 11717, (c) via telephone voting at BROADRIDGE
at +1-800-454-8683, or (d) via online voting at PROXYVOTE.COM, which requires the 16-digit Control
Number printed on the Voting Instruction Form from Broadridge.
The Circular provides detailed information about the proposed Selective Capital Reduction. Shareholders should
carefully read and consider the Circular and its appendices as it contains important information about the EGM,
the Selective Capital Reduction and how the Selective Capital Reduction affects Shareholders.
As the EGM is being held by way of electronic means, shareholders will not be able to physically attend the
meeting but will be able to watch and listen to the proceedings by webcast. In order to be able to watch and listen
to the EGM, shareholders are required to submit questions in advance and register by June 17, 2024. For questions
concerning the proposed Selective Capital Reduction, the EGM or the Circular, or requests for additional copies
of the Form of Proxy and Voting Instruction, or help voting Shares, please contact
EGM2024@grindrodshipping.com.
About Grindrod Shipping
Grindrod Shipping predominantly owns and operates a diversified fleet of owned and long-term and short-term
chartered-in drybulk vessels. The drybulk business, which operates under the brand "Island View Shipping"
("IVS") includes a core fleet of handysize and supramax/ultramax drybulk carriers. The Company is based in
Singapore, with offices in London, Durban, and Tokyo. Grindrod Shipping is listed on NASDAQ under the ticker
"GRIN" and on the JSE under the ticker "GSH".
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation
Reform Act 1995 with respect to Grindrod Shipping's financial condition, results of operations, cash flows,
business strategies, operating efficiencies, competitive position, growth opportunities, plans and objectives of
management, and other matters. These forward-looking statements, including, among others, those relating to our
future business prospects, revenues and income, are necessarily estimates and involve a number of risks and
uncertainties that could cause actual results to differ materially from those suggested by the forward-looking
statements. Accordingly, these forward-looking statements should be considered in light of various important
factors, including those set forth below. Words such as "may," "expects," "intends," "plans," "believes,"
"anticipates," "hopes," "estimates," and variations of such words and similar expressions are intended to identify
forward looking statements. These forward-looking statements are based on the information available to, and the
expectations and assumptions deemed reasonable by Grindrod Shipping at the time these statements were made.
Although Grindrod Shipping believes that the expectations reflected in such forward-looking statements are
reasonable, no assurance can be given that such expectations will prove to have been correct. These statements
involve known and unknown risks and are based upon a number of assumptions and estimates which are inherently
subject to significant uncertainties and contingencies, many of which are beyond the control of Grindrod Shipping.
Actual results may differ materially from those expressed or implied by such forward-looking statements.
Important factors that could cause actual results to differ materially from estimates or projections contained in the
forward-looking statements include, without limitation, Grindrod Shipping's future operating or financial results;
the strength of world economies, including, in particular, in China and the rest of the Asia-Pacific region;
cyclicality of the drybulk industry, including general drybulk shipping market conditions and trends, including
fluctuations in charter hire rates and vessel values; changes in supply and demand in the drybulk shipping industry,
including the market for Grindrod Shipping's vessels; changes in the value of Grindrod Shipping's vessels;
changes in Grindrod Shipping's business strategy and expected capital spending or operating expenses, including
drydocking, surveys, upgrades and insurance costs; competition within the drybulk industry; seasonal fluctuations
within the drybulk industry; Grindrod Shipping's ability to employ Grindrod Shipping's vessels in the spot market
and Grindrod Shipping's ability to enter into time charters after Grindrod Shipping's current charters expire;
general economic conditions and conditions in the coal industry; Grindrod Shipping's ability to satisfy the
technical, health, safety and compliance standards of Grindrod Shipping's customers; the failure of counterparties
to Grindrod Shipping's contracts to fully perform their obligations with Grindrod Shipping; Grindrod Shipping's
ability to execute Grindrod Shipping's growth strategy; international political conditions, including additional
tariffs imposed by China and the United States; potential disruption of shipping routes due to weather, accidents,
political events, natural disasters or other catastrophic events; vessel breakdowns; corruption, piracy, military
conflicts, political instability and terrorism in locations where we may operate, including the conflict between
Russia and Ukraine; fluctuations in interest rates and foreign exchange rates and changes in the method pursuant
to which the Secured Overnight Financing Rate and other benchmark rates are determined; changes in the costs
associated with owning and operating Grindrod Shipping's vessels; changes in, and Grindrod Shipping's
compliance with, governmental, tax, environmental, health and safety regulations; potential liability from pending
or future litigation; Grindrod Shipping's ability to procure or have access to financing, Grindrod Shipping's
liquidity and the adequacy of cash flows for Grindrod Shipping's operations; the continued borrowing availability
under Grindrod Shipping's debt agreements and compliance with the covenants contained therein; Grindrod
Shipping's ability to fund future capital expenditures and investments in the construction, acquisition and
refurbishment of Grindrod Shipping's vessels; Grindrod Shipping's dependence on key personnel; Grindrod
Shipping's expectations regarding the availability of vessel acquisitions and Grindrod Shipping's ability to buy
and sell vessels and to charter-in vessels as planned or at prices we deem satisfactory; adequacy of Grindrod
Shipping's insurance coverage; effects of new technological innovation and advances in vessel design; and the
other factors set out in "Item 3. Key Information-Risk Factors" in Grindrod Shipping's Annual Report on Form
20-F for the year ended December 31, 2023 filed with the Securities and Exchange Commission on March 27,
2024. Grindrod Shipping undertakes no obligation to update publicly or release any revisions to these forward-
looking statements to reflect events or circumstances after the date of this press release or to reflect the occurrence
of unanticipated events except as required by law.
Company Contact: Investor Relations:
Edward Buttery Email: ir@grindrodshipping.com
CEO
Grindrod Shipping Holdings Ltd.
1 Temasek Avenue, #10-02 Millenia Tower,
Singapore, 039192
Email: ir@grindrodshipping.com
Website: www.grinshipping.com
By order of the Board
May 14, 2024
Sponsor: Grindrod Bank Limited
Date: 14-05-2024 01:00:00
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