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OVERVIEW The Grindrod group's vision is to create sustainable Business overview 1 returns and long-term value for shareholders which Geographic profi le 1 is to be achieved through the contribution of the Group history 2 four divisions: Strategic objectives and profi le 4 Directorate 6 Shipping To be a signifi cant and profi table international COMMENTARIES shipowner and operator managing in excess of Chairman’s report 12 150 ships. Chief executive offi cer’s report 14 Financial director’s report 18 Trading Group fi nancial review 23 To be a sustainable commodity trading business Divisional reviews 28 which is a respected global participant.

SUSTAINABILITY Freight Services Sustainability review 58 To be a dominant and profi table regional freight Corporate governance 59 services provider focusing on infrastructural Audit committee report 65 development. Remuneration report 67 Risk management 74 Financial Services Social performance 78 To grow Grindrod Bank to be a meaningful Corporate social investment 85 participant in the southern African fi nancial services Stakeholder engagement 87 arena. Environmental performance 89 G3 Global Reporting Initiative content index 104

ANNUAL FINANCIAL STATEMENTS Directors’ responsibility and approval 108 MMissionission Certifi cate by company secretary 108 Independent auditor’s report 109 Shipping Directors’ report 110 To provide worldwide, high quality shipping services Accounting policies 112 through the ownership and operation of a diversifi ed Statements of fi nancial position 122 fl eet of modern ships. Income statements 123 Statements of comprehensive income 124 Trading Statements of cash fl ows 125 To provide a global commodity trading service in Statements of changes in equity 126 agricultural, mineral and fuel products through end- Segmental analysis 128 to-end solutions by being an informed and trusted Notes to the fi nancial statements 130 business partner. Loan funds 174 Interests in subsidiaries 175 Freight Services To be the fi rst choice provider of a broad range of SHAREHOLDERS INFORMATION regional freight services by integrating the group’s Share analysis of ordinary shareholders 178 Share analysis of preference shareholders 179 strategic infrastructure, assets and logistics and Share performance 180 ships agency capabilities. Notice of meeting 181 Financial Services Form of proxy attached To be a fast moving, medium size bank with a credit Corporate information 183 Terms and expressions 184 rating and status that attracts stable funding and generates an above average return on capital. 2 page Grindrod Limited / Annual Report 2009

director tohisfather. of thetradeandanaffi nity withthepeopleaboard. In1960,hewasappointedalternate opportunity tostudytheoperation oftheshipsatsea,whichgavehimapersonal grasp in thehiringofpersonnel, stevedoring andgeneralshipshusbandry. Healsotookevery Grindrod thetradefrom in1957.Inhisjobhelearnt thewharfside,becominginvolved the smallvesselstradingout ofDurban,MurrayGrindrod, sonofWalter Grindrod, joined Steeped inshippingfrom dinnertablediscussions andafamilylifethatrevolved around Walter Grindrod, whobecamemanagingdirector ofAfricanCoastersin1946. but immediatelyontheirreturntheysetaboutexpanding theirfl eet, aprogramme ledby The SecondWorld War interruptedtheirhard workasbothmenjoinedthearmedforces, Coasters. three yearstheyhadconsolidatedtheoperationsofSSFrontier CompanyandAfrican rekindling withWalter Grindrod the businesspartnershiptheirfathershadenjoyed.Within When LeonRenauddiedin1934,hissonCeciljoined theboard ofSSFrontier Company, directoran alternate ontheboard ofSSFrontier Company. protagonist ofthecoastingindustry. Aninterest thatwasamplifi edin1931whenhebecame in 1903,tookoverthemanagementofGrindrod &Companyandbecameaveryactive On thedeathofCaptainJohnGrindrod in1930,hisson,Walter Grindrod,inBritain born began tradingbetweenDurbanandLourenço Marques (nowMaputo). Cecile Mapleson her for£9355underthenameAfricanCoasters(Pty)Limited,herenamed the430tonneship of anoldpilgrimship,the throughNine yearslaterRenaud,aleadingDurbanlegalcounsel,learned thenetwork Grindrod group. Company wasthepredecessorShippingand ofthefoundingcompanyUnicorn sugar, oil,timber, hides,woolandoccasionallylivestock.Theircompany, theSSFrontier Refl oated andre-equipped, shebegantradingtoPortStJohnsandEastLondoncarrying purchased the150tonnesteamer forwarding agencyandmarinesurveyingbusiness.Twelve yearslaterheandLeonRenaud One hundred yearsago,CaptainJohnGrindrod startedGrindrod &Company, aclearingand THE YEAR2010MARKSGRINDROD’SCENTENARY GGroup history

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PLOTTING THE COURSE FOR GRINDROD The Grindrod Unicorn Group Limited changed its With the limited volumes of coastal cargoes being name to Grindrod Limited, incorporating a new spread among three players and African Coasters brand and logo. Under the dynamic leadership of needing an urgent injection of capital to replace Ivan Clark and a new executive team together with their ageing fl eet, it was Murray Grindrod who a general rationalisation of structures, the group persuaded his father and Cecil Renaud to seek acquired several key companies in rapid succession fi nance elsewhere. Indeed, it was the team that he led including Island View Shipping. The shipping fl eet was that secured funding from Union Corporation, thus increased at a low point in the market, land-based paving the way for the modernisation of the fl eet, the activities were expanded and trading businesses and subsequent merger with Smith’s Coasters in 1966 the full shareholding in Grindrod Bank were acquired. to form Unicorn Shipping Lines and the acquisition of Thesen’s Steamship Company from Safmarine in Grindrod today lists numerous proud achievements, the same year. The Unicorn brand has since been including being named the top listed shipping synonymous with local shipping. company in the world in 2004 and 2005 and as the Under Murray Grindrod’s leadership as managing top listed company in South Africa for 2004 and director, Unicorn pioneered a fully cellular container 2005. In 2009, the group received the accolade as service in 1971. the number one JSE listed company over 10 years. Grindrod Limited / Annual Report 2009

GRINDROD LISTS ON THE JSE At the end of 2006 and after nearly 30 years' service, Ivan Clark retired as chief executive offi cer and A personal sense of achievement for Murray Grindrod was appointed deputy chairman and subsequently followed the acquisition of the majority shareholding from Union Corporation’s successor, Gencor in 1986 chairman when Murray Grindrod retired after and then the listing of the group in the same year. 21 years as chairman and 50 years with the group. Alan Olivier was appointed Ivan Clark’s successor as Mike Groves was appointed managing director of the chief executive offi cer and has recently had to steer newly listed Grindrod Unicorn group and a number the group through tough economic times. of years later Ivan Clark became the group's chief operating offi cer, a move that culminated in his INVESTING IN THE FUTURE – CHARTING NEW appointment as managing director in July 1999. HORIZONS GROWTH STORY Grindrod has committed employees, a strong A highlight of 1999 was the successful acquisition balance sheet, limited debt, good liquidity, a low cost of Safmarine’s 40% interest in Unicorn Lines (Pty) fl eet and diversifi ed freight and logistics operations. The Grindrod group is poised for future growth in

Limited (which later changed its name to Unicorn page Shipping (Pty) Limited) held by the Restis group of all its divisions and looks forward to “Charting New

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• • • Strategic objectives • * Excludes group cost 6 page Grindrod Limited / Annual Report 2009 Member oftheauditcommittee. and Guide totheCompaniesAct of anumberbooksincluding Accountants. Heistheauthor Institute ofProfessional member oftheSouthAfrican and wasatechnicalcommittee Chartered AccountantsKZN of theSouthAfricanInstitute served onthetaxcommittee of KwaZulu-Natal.Hepreviously School ofBusiness,University professor attheGraduate South Africa.Walter isasenior Advocate oftheHighCourt Appointed July2008 director Independent non-executive BA LLB;MCom;CA(SA);FCIS (Advocate) (55) WALTER DAYSON GEACH DDirectorate Regulations. the CloseCorporationsActand Regulations i r e c t and o r Guide to a t e

– – - - (66) IVAN ARTHUR JAMESCLARK nomination committee. Member oftheremuneration/ in 2007. retirement ofWMGrindrod Appointed chairmanonthe deputy chairmanofthegroup. 2006, whenhewasappointed executive offi cer from 1999to group managingdirector/chief Shipping division.Heservedas and executivepositionsinthe held variousseniorfi nancial by thegroup in1977andhas Limited. Ivanwasemployed Chairman ofGrindrod Bank Appointed June1993 Non-executive chairman CA(SA)

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d i r (43) MKHUSELI RICHMANFAKU Calulo subsidiaries. Limited anddirector ofvarious Grindrod (SouthAfrica)(Pty) Total SouthAfrica(Pty)Limited, is non-executivedirector of Congress (SouthAfrica).He Forum andWorld Petroleum African MineralsandEnergy Petroleum IndustryAssociation, the boards oftheSouthAfrican oil industryandhasservedon experience intheSouthAfrican Mkhuseli hasextensive (South Africa)(Pty)Limited. 15% equityinterest inGrindrod (Pty) Limited.Calulohasa founder ofCaluloInvestments Group executivechairmanand Appointed December2009 Non-executive director BA (Law) e c t o r s and property developments. management, leisure, gaming interests inengineering,project He hasdiversifi ed business and Proman Project Managers. ASCH ConsultingEngineers engineer andchairmanof Casino. Hassenisaconsulting Bay HotelandGrandWest (Pty)Limited,TableInternational Investments Limited,SunWest Chairman ofGrandParade Appointed December2000 non-executive director Independent Pr Tech Eng(CivilEngineering) HASSEN ADAMS(57) Grindrod Limited / Annual Report 2009 page 7 NAMHLA THINA YVONNE SIWENDU (43) BSocSC (Hons); LLB Independent non-executive director Appointed May 2008 and non- Director of executive director various companies. Thina was recently appointed to Holdings Woolworths Limited. She specialises in Corporate Governance Law and Regulation and is an attorney of the High Court of South Africa. Resigned January 2010. information shareholder statements SANDILE DONALD MUZIWENKOSI ZUNGU (42) BSc (Mechanical Engineering); MBA Independent non-executive director Appointed December 2009 ease Chairman of Afl Gold Limited and non-executive director of Uranium One Africa Limited. Member of the Advisory Presidential Council on Broad- based Black Economic Empowerment and of director previous Barnard Jacobs Mellett Holdings Limited. Sandile established Zungu Investments Company (Pty) Limited in 2000. annual fi nancial fi annual CA(SA) Independent non-executive director Appointed December 2009 Chairman of the Spar Limited and Group Brandcorp Holdings (Pty) Limited. Non-executive Tyres of Apollo director Limited (Delhi), Transnet Food Limited, Sovereign Investments Limited and Illovo Sugar Limited. Mike is a former chief executive of Dunlop International (Pty) Tyres Limited and Romatex Limited. MICHAEL JOHN HANKINSON (60) commentaries sustainability BA; MA; FIBSA Independent non-executive director Appointed August 1998 Non-executive director Bank of Grindrod has Limited. Tony considerable experience as an executive in and is a past commerce of the JSE president Limited. Member of the audit committee. Chairman of the remuneration/nomination committee. ROBERT ANTHONY ROBERT (70) NORTON overview business Chairman of the audit committee. Member of the remuneration/nomination committee. CA(SA) Independent non-executive director Appointed August 1986 Non-executive director Limited, Group of Value SA Corporate Real Estate Fund Managers Limited and Grindrod Bank Limited. Managing of the group director 1986 to 1999. from Mike has many years' experience in the shipping industry and in of non-executive the role of listed director companies. IAN MICHAEL GROVES IAN MICHAEL GROVES (64) DDirectorateirectorate ––- eexecutivexecutive ddirectorsirectors

JOHN GIFFORD JONES (59) DAVID ANTHONY RENNIE ANTHONY FRASER STEWART ALAN KEITH OLIVIER (49) Executive director – (Captain) (49) (45) CA(SA) Agencies Executive director – CA(SA) Chief executive offi cer Freight Services Appointed October 2002 Financial director Appointed May 1999 Appointed October 2002 Director of various subsidiary Appointed August 2003 Alan was employed in 1986 companies. John was Director of major local Director of major local and in the Shipping division and employed in the group in subsidiaries, chairman of the international subsidiary has held senior treasury and 1969 and achieved 40 years' Container Liner Operators companies within the group. fi nancial positions as well as service in the past year. He Forum and co-chairman of Tony was employed in 2000 chief executive of Unicorn has considerable experience the South African Container and held various fi nancial Shipping. Director of local in freight and ships agency Terminals Advisory Board. management positions prior and international subsidiary businesses. Dave was previously managing to his appointment as group companies, including Grindrod director and is now a non- fi nancial director. Bank Limited. Deputy chairman executive director of Ocean of The United Kingdom Africa Container Lines (Pty) Mutual Steamship Assurance Limited. He was employed in Association (Bermuda) Limited. 1978 and has diverse seafaring and seafreight logistics experience. 2009 Grindrod Limited / Annual Report Grindrod page 8 Grindrod Limited / Annual Report 2009 page 9 information shareholder DipM Law Executive director – Shipping (Drybulk) Appointed October 2002 of major local and Director international subsidiaries. Non- of United executive director Demurrage Kingdom Freight and Defence Association Limited. Tim of is president the South African branch of the Institute of Chartered Shipbrokers. TIMOTHY JOHN THEO TIMOTHY JOHN THEO McCLURE (Captain) (59) statements annual fi nancial fi annual JAMES BRENDAN (66) McILMURRAY LLB (University of London) cer – Trading Chief executive offi Appointed 2008 to executive committee has ten years' Brendan the marketing experience in mining industry with Union Corporation, Impala Platinum and Anglovaal and 30 years' experience in the trading is the Brendan industry. founding member and director group. of the Oreport Member of the executive committee. Brendan is not a director of Grindrod Limited. commentaries sustainability LAURENCE ROLAND (46) STUART-HILL CA(SA) Executive director – Shipping (Tankers) Appointed May 1999 of major local Director and international subsidiary companies within the group. Shipping of Marine Director Mutual Insurance Company was Limited (MSMI). Laurence manager employed as treasury by Unicorn Lines in 1993 and nancial manager to fi promoted in 1996 and of Unicorn Tankers of Grindrod nancial director fi Limited in 1999. He headed Services Freight up the group’s 2002 to 2006 division from of when he took responsibility Unicorn Shipping. overview business BCom; MA (Oxon) Executive director – Financial Services Appointed November 2006 of Grindrod Managing director Bank Limited and executive of all Financial Services director companies. David has extensive corporate and investment banking experience. DAVID ANDREW DAVID POLKINGHORNE (45) CChairman’shairman’s rreporteport

Dear shareholder,

INTRODUCTION I am privileged to be writing this chairman’s report in the year in which Grindrod celebrates its centenary. It was in 1910 that Captain John Edward Grindrod started the shipping and forwarding agents business, Grindrod & Company. The past 100 years have been a remarkable journey and we can marvel at the many achievements of the group as it is today. As I highlighted in my last report, 2009 has turned out to be a most challenging year for Grindrod. Against the background of global economic turmoil and the intensifying recession, the accompanying massive decline in shipping rates severely impacted our business. The contrast between 2008 and 2009 could not be starker. 2008 was a year of super profi ts at the height of a world shipping boom, whereas 2009 profi ts were achieved against a year of major economic collapse and uncertainty, particularly evident in the shipping and freight services industry in which we operate. This resulted in earnings falling 60% from R2,1 billion to R873 million for the year to 31 December 2009. Clearly, the momentum of the company’s exceptional compound growth of 52% over the fi rst decade of the 21st century could not be sustained as the changed global environment drastically altered our business fundamentals. The protection of wealth and cash became a priority. Management immediately set about reviewing the group's strategy and implementing plans and it is pleasing to report that their quick and appropriate response to the challenges have gone a long way to protecting the group's assets and in particular its cash resources. 2009 BALANCE SHEET Cash is king in the current market and Grindrod made sure at the early signs of the crisis that it would be fi nancially secure to weather the storm. Critics could point to our unleveraged balance sheet, claiming it to be conservative, but this has held us in good stead. In uncertain economic times this is a preferable position to be in than that of high levels of gearing, which some global companies have had diffi culty in servicing. The board considered it more prudent to be debt free and able to protect Grindrod’s asset base, built Grindrod Limited / Annual Report Grindrod up over many years, rather than pursuing an aggressive acquisition strategy at this time. This approach also enabled management to remain focused on expediting its current business plan without diverting attention to introducing new operations into existing businesses in diffi cult times. This strength differentiates Grindrod from its peers in an industry characterised by highly distressed shipping companies, many of whom posted substantial losses and some were required to raise capital and/or reschedule debt merely page

12 to stay in business. Grindrod Limited / Annual Report 2009 page 13 information shareholder statements annual fi nancial fi annual LOOKING FORWARD the downturn considered in global markets as The board to enter a consolidation time for Grindrod an appropriate excellent in remains and rationalisation phase. The group will be well group shape. When opportunities return, the to approach positioned to consider them. The cautious of the acquisition and/or development through growth being. existing asset base will continue for the time months shipping markets have improved, Over recent uncertain and the world remains direction but their future still has some distance to go. economic recovery IN CLOSING 100th birthday we can be As we celebrate Grindrod’s that has to be associated with a group ably proud justifi succeeded for so long and which has such promising nancial security, has fi Grindrod for the future. prospects rst class people who know and fi good assets and products is steeped in tradition and bases the business. The group Grindrod its conduct on high ethical and moral standards. le in world ected in its profi refl has an excellent reputation markets. APPRECIATION for their diligent I extend my gratitude to my fellow directors service. I thank the chief executive, Alan Olivier and the team of employees for their outstanding efforts Grindrod to their I look forward cult year. work in a very diffi and hard continued support and contributions into the future. I A J Clark Chairman Durban 17 February 2010 DIRECTORATE additional of last year we welcomed three the end Towards Messrs They are to the board. non-executive appointments Hankinson and Sandile Zungu. Mkhuseli Faku, Michael elds of expertise and experience I am pleased with the wide fi I look the board. each of these new members brings to constructive and indeed, every member’s to their, forward participation in the year ahead. in January 2010 and I thank Ms Thina Siwendu resigned board. her for the contribution she made to the III principles is now compliant with King board The Grindrod of non- It comprises a majority structure. in terms of board independent. the majority of whom are executive directors, 9 of this is set out on pages 6 to of directors The full board report. sustainability commentaries overview business SUSTAINABILITY nancial sustainability the company was awarded In terms of fi for best 100 Companies awards top spot in the 2009 Top performance over ten years, achieving a 52% compound since 1999. growth committed the company remains As I mentioned last year, dialogue with stakeholders in to open and transparent our progress report Best Practice. We line with World’s in terms of the G3 Guidelines of the Global Reporting Initiative (GRI) on page 104. During the 2009 annual review of the Johannesburg Stock Exchange (JSE's) Socially was initially Responsible Investment (SRI) Index, Grindrod for exclusion. Pursuant to this, the JSE, recommended and the SRI Index in consultation with the data provider with the SRI Advisory Committee and in accordance the information in relation rules, reviewed Index ground cient evidence regarding to the company and found suffi management on environmental the company's progress into the be reinserted will therefore issues. Grindrod 2010 on the basis of having made late March SRI Index from in its environmental improvement year-on-year cant signifi practices. CORPORATE GOVERNANCE CORPORATE welcomes the publication of new corporate The board in South Africa. governance compliance requirements itself in aligning The company has made solid progress Code and Report of the revised with the requirements on Governance from for South Africa (King III), effective 2010 and with the new Companies Act, expected 1 March later this year. to come into effect OPERATING PERFORMANCE OPERATING was the group and asset protection, In addition to cash shareholders t to ordinary profi able to deliver an attributable of R873 million. following a conservative This was achieved mainly through contract cover in the Shipping division. policy of increasing pursued over the last ten cation strategy, The diversifi impacts the severest years, clearly cushioned us from with rewards This strategy has reaped of the recession. and banking land-based businesses, agencies, trading 2009 earnings.operations, contributing nearly 50% of the per ordinary nal dividend of 30 cents (interim 30 cents) A fi dividend cover to which reduces has been declared share policy of 3,5 times. the previous 3,2 times from CChiefhief executiveexecutive officer’sofficer’s reportreport

INTRODUCTION The group's 2009 results were recorded against the backdrop of a major global recession characterised by volatility and uncertainty in fi nancial, commodity and shipping markets, low trade volumes and increased credit and counterparty risk. These events signalled an end to an extended period of extraordinarily strong drybulk shipping markets with extremely weak markets in the fi rst half of the year. These markets did, however, improve from a low base in the second half of the year, mainly due to strong commodity demand from China. In reaction to market conditions, Grindrod prepared for a diffi cult year, focusing efforts on key operational areas by: • protecting the balance sheet through maintaining high levels of contract cover, managing counterparty risk and selectively selling ships to lock in value; • reducing costs and improving effi ciencies to support the earnings base; and • protecting customer relationships. These actions, combined with a decision not to materially expand the shipping fl eet at the top of the market, positioned Grindrod well in the face of a world economic recession. Furthermore, the overall strategy to diversify the group from shipping to a broader-based freight and logistics business supported group earnings during the year.

DIVISIONAL OVERVIEW The poor economic climate impacted on all divisions in the group, particularly Shipping. After a very weak start to the year, drybulk shipping markets were

2009 stronger than initially anticipated through better than expected commodity demand driven mainly by Chinese infrastructural development as well as delays in the delivery of new ships. Tanker markets were weaker than anticipated due to a reduction in the consumption of petroleum products in the western economies as a result of the recession, together with a large fl eet growth. South African commodity fl ows were impacted by an initial reduction in demand but more signifi cantly by the effect of the stronger Rand/ US Dollar exchange rate, which made it diffi cult for exports in mining

Grindrod Limited / Annual Report Grindrod and manufacturing to compete. The recent signs of economic recovery as refl ected in commodity prices has, however, improved this position with substantial demand for South African commodities, in particular, coal and iron ore, being experienced in the current year. The decline in South African consumer demand resulted in lower container and consumer product volumes. This had a material impact on the group’s logistics businesses. Shipping earnings declined by 74% from R1 862 million to R492 million on

page the back of the fall in shipping rates, the world economic collapse and lower

14 profi ts from ship sales. The division was impacted by foreign exchange losses business annual fi nancial shareholder overview commentaries sustainability statements information GrindrodGrindrod Limited / Annual Report Limited / Annual Report 2009 2009 due to a strong closing Rand/US Dollar exchange rate was achieved by Ports and Terminals with Seafreight, compared to a large gain in the prior year. Intermodal and Agencies also contributing positively to the division's result. The Trading division’s earnings grew from R132 million to R181 million in 2009, increasing 37% due to improved Financial Services grew earnings by 3% from volumes, better operating margins and reduced R35 million to R36 million in a challenging environment with funding costs. commendable performances across key portfolios and improved fee income. In spite of tough trading conditions, particularly in the page logistics operations, Freight Services grew earnings As previously reported, the majority of the Freight Services’ by 17%, reporting profi ts of R222 million compared to South African-based businesses, operating through the 15 R189 million in the previous year. A strong performance subsidiary company Grindrod (South Africa) (Pty) Limited, 16 page Grindrod Limited / Annual Report 2009 demand foroilparticularlyas aresult of anticipated The tankerfreight ratesshouldbesupported byincreasing grow during2010. commodities inIndiaandChina isexpectedtocontinue however, notexpectedto deliver. Thestrong demandfor in thecapesizesector, asignifi cant portionofwhichis, uncertain duetotheindustry’s largeorder book,particularly The outlookforthedrybulkmarket2010remains year from thislowbase. stable asratesgenerallyimproved steadilythroughout the primary market,thesmallerhandysizevessels,wasfarmore by anupward correction towards mid-year. Thecompany’s freight ratesatthebeginningof2009.Thiswasfollowed The drybulkshippingmarketexperiencedall-timelow MARKET OUTLOOK may begiventoraisingadditionalcapital. projects outside itsbalancesheetcapability, consideration shareholders. In theeventgroup undertakesmajor or toprojects offering thebestprospects andreturnsto and hastheabilitytoredeploy capitalintothedivisions The group has ahighlyflexible approach tocapitalallocation three yearswith afurtherR2,7billionbudgeted. committed capitalexpenditure ofR2,3billionoverthenext allocated equitytofundexpansion.Thegroup has Each divisionhasitsownbalancesheetandbeen close to50%ofgroup profi ts. substantially achievedwiththesebusinessescontributing Services andFinancialServices.Thisobjectivehasbeen its operationsthrough investinginTrading, Freight It remains a longer-term goal ofthegroup todiversify complement thebusinessmodelwillbeexplored. Terminals willcontinue,whilestrategicopportunitiesto during 2009.Projects toexpandcapacityinPortsand opportunities. Nosignifi cantopportunitiesbecameapparent positions thegroup totakeadvantageofacquisition been giventopreserving thegroup’s balancesheet,which Over thepast18months,considerableattentionhas GROUP STRATEGY are setoutinthereviews on pages28to55. Detailed reviews ofsegmentalactivitiesandperformances a level3BEErating. resulted inGrindrod (South Africa)(Pty)Limitedachieving other blackeconomicempowerment(BEE)initiatives, 2009. Thefi nalisation ofthetransaction,combinedwith achieved blackempowermentstatusinthefi rst quarterof executiveCChief officer’s report h i e f

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o f f i c e r ’ s

r e recovers from theeffects oftherecession. freight market.Furthergrowth islikelyasthelocaleconomy which isalready refl ected inarecovery ofthecontainer shouldleadtoanimprovedThis inturn consumerdemand, US Dollarexchangeratedoesnotstrengthen signifi cantly. improved commoditydemandespeciallyiftheRand/ The SouthAfricaneconomystandstobenefi t from longer term. growth developingmarketsoverthemediumto inEastern returns onshareholders' fundsfor2010. operations. Managementexpectstoachieveacceptable benefi t from welltimeduseofitsbalancesheettoexpand In spiteoftheuncertaintiesabove,group could converse willobviouslyapplyifthecurrency weakens. local currencyThe willimpactnegativelyonearnings. US Dollarexchangerateandcontinuedstrength ofthe The group results are extremely sensitivetotheRand/ Services shouldmaintaintheircurrent performances. recently expanded drybulkterminals.Trading andFinancial expected tobenefi t from increased volumeshandledatthe The outlookforFreight Servicesispositive,withthebusiness despite thebenefi t ofimproving demand forcommodities. negatively impacttheresults oftheShippingdivision, affect thedrybulk shippingmarketandconsequentlymay ships duefordeliveryintheshorttermcouldadversely There thatthelargenumberofnewdrybulk issome concern all divisionswillbenefi t from theimproving upward cycle. and asubstantialriseintradevolumes.Itisanticipatedthat commodity demand,generallyhigherprices driven bygrowth inChinaandIndia,hasledtoincreasing in thefi rst halfof2009.Improving economicactivity, mainly recovering from thesevere recession whichwasatitsworst The globalandlocaleconomiesare intheprocess of GROUP PROSPECTS sustainable developmentobjectives. resources tomanagingandimproving performanceagainst for sustainabilitydataandispresently allocating additional Grindrod continuestoadaptandrefine itsreporting systems emissions, havereceived increased focusduring theyear. and themeasurement ofrelated aspects,includingcarbon corporate citizenship,theenvironment, climatechange In accordance withourcommitmenttoresponsible SUSTAINABLE DEVELOPMENT p o r t

((continued) c o n t i n u e d ) Grindrod Limited / Annual Report 2009 page 17 information shareholder statements annual fi nancial fi annual 32 years' shipping experience. There have been no other There 32 years' shipping experience. executive. changes to the group commitment of the group to the continued I look forward all employees executive and would like to thank them and cult year. work during a diffi for their contributions and hard Clark and the I would also like to thank the chairman, Ivan support over for their of the board non-executive directors the past year. A K Olivier cer Chief executive offi Durban 17 February 2010 sustainability commentaries overview business It is with regret that Tim McClure will be retiring in July 2010. in July that Tim will be retiring McClure It is with regret Tim in joined us when Island View Shipping was acquired to the 1999 and has since made an invaluable contribution cer as chief executive offi performance. His position group’s who has lled by Martyn Wade of Drybulk Shipping will be fi MANAGEMENT AND EMPLOYEES Grindrod acknowledges that its various operations impact acknowledges Grindrod in which they upon the environment or potentially impact natural policy to conserve operate. It is the company’s waste and reduce ciency, maximise eco-effi resources, pollution throughout climate change impacts and prevent its operations. 18 page Grindrod Limited / Annual Report 2009 Financial director’s report director’s FFinancial i n a n c i a l

d i r e c t o r ’ s exchange rate. to 2008isduemainlythe lowervalueofthegroup’s tankerfl eet and greater thanbookvalue(2008:R1832million). Thedecrease incomparison that themarketvalueofgroup’s ownedandchartered fl eet isR800million financial positionwithgearingatonly 4%andstrong liquidity. Itispleasingtonote Actions takenduringthefi nancial crisishasensured anextremely strong material impactonthegroup’s balancesheet. to movementsinthegroup’s hedgingreserves. Theexchange ratehashada due totheeffect ofthestronger Rand/USDollarexchangeratebutalsodue Group equityhasdecreased from R6,8billiontoR5,8in2009mainly is intendedthatthiswillbereviewed ateachreporting period. 3,2 times.Thisdoesnotnecessarilyindicateapermanentshift inpolicybutit Dividend coverhasbeenreduced from thehistoricallyapplied3,5timesto pages 28to55. A detailedreview ofsegmentalperformanceissetoutinthereviews on to 86%in2008. division, whichhasonlycontributed56%ofthegroup'scompared earnings There has beenasignifi contributionfrom cant changeinearnings theShipping contributionfrom non-shippingbusinesses. the largerearnings The group’s averagetaxrateincreased from 9,7%to16,5%,mainlydue interest costs. incurring highRandfundingcosts,did,however, contributetothegroup's levels duringtheyear. ThestrategyofholdingUSDollarcashresources while substantially lowerduetotheinterest ratesandborrowings beingatlower of shipsandtherecognition ofintangibleassets.Netinterest costswere The largenon-tradingitemintheprioryearrelates mostlytoimpairments 27,8% intheprevious year. Operating margins,excludingthetradingbusiness,were 12,2%compared to with operatingincomereducing toR1,1billion,a59%declinefrom 2008. expenditure during2008and2009,furthernegativelyimpactedprofi tability Higher depreciation andamortisationchargesin2009,asaresult ofcapital R3,0 billionreported intheprevious year. interest, tax,depreciation andamortisation(EBITDA)toR1,4billionfrom the shipping revenue againstarelatively fi xed-cost basereducedbefore earnings non-shipping operationsreported improved profi tability, theeffect ofthelower lower shippingcharterratesandcommoditypricesduring2009.Althoughthe Group revenue atR27,7billion was18%lowerthantheprioryeardueto INTRODUCTION r e p o r t Grindrod Limited / Annual Report 2009 page 19

Total 0,2 (0,1) Group costs 0,6

Financial 0,4

Services benchmark 0,6 information shareholder Freight

Services H1 H2 0,7

Trading 1,1 NET DEBT TO EBITDA (times) 2,1 Net debt to EBITDA 3 times minimum

statements Shipping annual fi nancial fi annual 2008 ATTRIBUTABLE INCOME BY DIVISION 2008 ATTRIBUTABLE 1,0 00 01 02 03 04 05 06 07 08 09 0 0 ORDINARY DIVIDEND/DISTRIBUTION PER SHARE (cents) ORDINARY 90 60 30 500 00 01 02 03 04 05 06 07 08 09 2,7 150 120 2 500 2 000 1 500 1 000 R million sustainability 4,4 Total 15,9 8)8) (4,8) (4(4 Group costs

commentaries Financial Services 15% minimum benchmark 33,0 74,6

Freight 53,3 Services 75,7 Equity Net (cash)/debt overview business Trading EQUITY/NET DEBT AND GEARING (%) Return on ordinary Return on ordinary funds shareholders' Shipping 2009 ATTRIBUTABLE INCOME BY DIVISION 2009 ATTRIBUTABLE 00 01 02 03 04 05 06 07 08 09 105,5 0 0 RETURN ON ORDINARY SHAREHOLDERS’ FUNDS (%) RETURN ON ORDINARY 00 01 02 03 04 05 06 07 08 09 800 600 400 200 1 000 7 000 6 000 5 000 4 000 3 000 2 000 1 000 R million (1 000) R million 20 page Grindrod Limited / Annual Report 2009 A summaryofthegroup’s 2009capitalexpenditure andcommitmentsissetoutbelow: CAPITAL EXPENDITUREANDCOMMITMENTS compile fairvaluationassessments. returns. Thegroup hasincludedadditionaldetailedinformationinthesegmentalreviews toenableanalystsandinvestors that canberealised andtherangeofservicesprovided allowsforthediversifi cation ofriskandmaximisingshareholder is ahighlevelofintegrationbetweenthevariousbusinesses.Consequentlyitbelievedthatthere are substantialsynergies locally andinternationally. Althoughtheoperationsare independent,thegroup isnotmanagedasaconglomeratethere assess eachoftheseseparatelyandinparticular, theyshouldbecompared tosuitablepeersintherelevant sectors,both As thegroup is madeupofanumberindependentlyoperatedsegments,itbelievedthatanalystsandinvestorsshould A detailedreview are offundingpositionsandreturns includedinthesegmentalreviews. The allocationofequitytothegroup’s segmentsisrepresented below. report director’s FFinancial level of2,5timeswillalsobeapplied. ThecalculationofWACC issetoutonpage21: will betargeted.Afurther, secondary restriction intermsofamaximumnetdebt/EBITDAmultiple3times withanoptimal The group’s maximumnetdebt/equityratiobenchmarkis100%, butalevelof75%isconsidered optimaland in order tomaximiseshareholders' returns. investment. Managementcontinues tomonitortheperformanceofvariousdivisionsand willconsiderreallocating equity medium andhighriskprojects. Thiswillhelpensure thatcapitalisappliedtothedivisions where itwill give thebestretur The group hasmovedawayfrom different benchmarksforeachofitsdivisionsandnowhasasinglebenchmark low, capital (WACC) calculationandproject hurdle ratestoensure theyrefl ectedcurrent marketconditionsand themarketoutlook. During 2009,oncesomestabilityhadreturnedtothefi nancial markets,thegroup reviewed itsweightedaveragecostof approved capitalexpenditure. The group hassuffi cient cashreserves, cashgeneratedfrom operationsandcommittedbankfi nancing facilitiestofund Group Financial Services Freight Services Trading Shipping 33 i n

a

12 1

9 G

n 1 R 100

years 0 I

092008 N 2009 5

c

D - 2 R i

Trading Shipping

0 O a 1 D

0 DIVISIONAL EQUITY(%) l

50 d i r Capital expenditure e c Financial Services Freight Services 12

t 18

o

1

9 G r 1 R 100 1 408 ’

years 2009 s 0 I N 4 345 228 827

Rm

D -

3 5

2 R r

0 O e 1 D 0 p 66 o r 154798 2299 86 709 1504 2010 t 1 8–680 1578 – 85 68 635 612 858

Rm 26––26 ((continued) c 86115 –––– o n t i n u e d 2011 Rm ) 2012 Rm commitments Total ns on Rm

business annual fi nancial shareholder overview commentaries sustainability statements information

Detailed liquidity forecasts are regularly prepared which take Cost of equity/required rate of return 15,0% into account the group’s capital commitments, available Long-term cost of borrowings facilities and cash resources and have been “stressed” to (5-year JIBAR + 200 bps) 10,7% assess the outcome of a worst-case scenario which still After tax 7,4% indicates a strong liquidity position over the medium-term. WACC based on 75% debt/equity 12,0% Management is continually seeking opportunities to further strengthen the position. WACC HURDLE RATES BASED ON VARIOUS SCENARIOS FOREIGN CURRENCY EXPOSURES At 31 December 2009, the group had a net open High Medium Low US Dollar position of US$55 million which, when revalued, risk risk risk impacts on group earnings. This is in line with the projects projects projects current approved group policy of maintaining US Dollar ZAR 15% 12% 9% income statement exposure between US$30 million and USD/EUR 10% 8% 6% US$80 million. In addition, a further exposure of Implied USD/EUR US$629 million relating to the group’s net asset value of return on equity 15% 11% 8% US Dollar assets affects the balance sheet. Based on revalued asset values, the total exposure equates to These benchmarks will be regularly reviewed and amended US$737 million. as market conditions change. The group also has substantial exposure to the US Dollar through its US Dollar operating cash fl ows. In 2009, this BORROWINGS, CASH FLOW AND LIQUIDITY amounted to R130 million which was converted at the Cash generated from operations was R918 million average Rand/US Dollar exchange rate. It is not the group’s compared to R3 353 million in 2008. Cash outfl ows policy to hedge US Dollar operating cash fl ows generated included capital expenditure of R1 408 million and by US Dollar-denominated businesses. dividends of R540 million during the year. This resulted in a net cash position of R325 million at US Dollar fl ows in the Rand-denominated businesses are 31 December 2008 becoming a net debt position of hedged but are still exposed to a certain amount of foreign R258 million at 31 December 2009 and a net debt/equity currency risk as they are only able to be hedged once committed. ratio of 4%. Net interest costs at R91 million, although Grindrod Limited / Annual Report decreasing by 48% from R175 million, remain material due The Rand/US Dollar exchange rate signifi cantly impacts on to low interest earned on the substantial US Dollar cash the group’s results as illustrated below. resources while interest costs were incurred on Rand debt. Effect of Rand/US Dollar exchange rate on 2009 NET DEBT ANALYSIS earnings Opening vs closing rate R50 million per R1/US$ 756 (213) (792) Average rate R130 million per R1/US$

1 131 Foreign currency exposure arising on Yen-denominated (1 408) 2009 shipping capital commitments as at 31 December 2009 is JPY5,36 billion (US$58 million). 325 (57) (258) INTEREST RATE EXPOSURES At 31 December 2009, 60% of the group’s Rand interest 2008 operations generated from Cash ships on disposal of Net proceeds movements capital Working taxation dividends/ Interest/ expenditure Capital Forex/other 2009 rate exposure was hedged at advantageous levels. This is in line with the approved group interest cover policy of 30% to 70% group Rand debt cover over two years. It

is the policy of the group to maintain adequate cover on page Rand debt to ensure that exposure to fl uctuating interest rates is minimised. The position is monitored closely by 21 Infl ows Outfl ows management. 22 page Grindrod Limited / Annual Report 2009 consolidationoftheoldstandalonesoftware application • include: architecture. Majorprojects undertakenduringtheyear information through theconsolidationofsystemsand systems toextracteffi ciencies andimprove thevalueof The group continuestoinvestininformationtechnology INFORMATION TECHNOLOGY continuousupdatesofriskmodelsthatdeterminethe • thereview andapproval ofbusinessplansandbudgets • anoperatingstructure whichrequires thatborrowings • asystemoffi nancial planning,budgetingandreporting • policies,procedures andguidelinestoensure thatbest • anorganisationalstructure comprisingclearlydefi ned • controls are: Principle features ofthegroup’s fi internal nancial control. of internal prevention of misuse ofassetsisanotherimportantaspect manage allsignifi cant risks.Thesafeguarding and misstatement offi nancial results and are intendedto reasonable assurance againstmateriallossesand controlThe internal systemsare designedtoprovide FINANCIAL CONTROLSANDSYSTEMS on pages74to77. management oftheserisksare dealtwithintheriskreport The risksidentifi ed assignifi cant tothegroup andthe RISK MANAGEMENT increase USDollardebtinthelongerterm. short term.Thispositionwillbereviewed shouldthegroup has notconsidered hedgingUSDollarinterest ratesinthe Due totheminimalUSDollardebtingroup, management report director’s FFinancial i n infrequent processing peaks; individual serverhadenough capacitytohandle eliminating theprevious needtoensure thateach to theapplicationthatneeds the mostatpeaktimes, will dynamicallyallocateshared hardware resources large computerandrunningmanagement software that effectively placingallsoftware applicationsontoasingle servers (processing units)inalargevirtualprocessor, profiscenarios. t benchmarks inrespect ofgearingratiosandworst-case charter ofshipsagainstpredetermined board approval fi nancial impactofcapitalexpenditure andlong-term by theboard; and predetermined ratios; a mandatebytheboard andthattheseremain within and otherfi nancial facilitiesare approved intermsof predetermined objectives; which enablesperformancetobemonitored against practice standards are achieved; reporting lines, responsibilities andlevelsofauthority; a n c i a l

d i r e c t o r ’ s

r e p o r t

Freight Servicesfi • nalised itsinformationtechnology theShippingdivisionconsolidatedallglobaloperations • accounting policy. reclassifi cations, buthasnotresulted inanychanges of thesenewstandards hasresulted incertaindisclosure in relation to IAS 7CashFlowStatements.Theadoption cash fl ow for2008hasbeenrestated duetoareallocation Segments, whichwere adoptedinthecurrent year. The Presentation of FinancialStatementsandIFRS8Operating 31 December2008,exceptfortherevised IAS1 applied inthefi nancial statementsfortheyearended The accountingpoliciesare consistentwiththose requirements oftheJSELimitedListingsRequirements. of theSouthAfricanCompaniesActanddisclosure Financial ReportingStandards aswellwithSchedule4 The annualfi nancial statementscomplywithInternational ACCOUNTING POLICIES 17 February2010 Durban Financial director A FStewart out onpages23to27. The ten-yearreview ofthegroup’s fi nancial positionisset GROUP FINANCIALREVIEW the chiefexecutiveoffi cer’s report. group subsequenttoyear-end, otherthanthosereported in No materialchangeshavetakenplaceintheaffairs ofthe POST BALANCESHEETEVENTS report onpage59. corporate governance auditapproachThe internal hasbeendealtwithinthe INTERNAL AUDITAPPROACH section onpage112. These are dealt withindetailtheaccountingpolicies SOURCES OFESTIMATION UNCERTAINTIES GROUP’S ACCOUNTINGPOLICIES/KEY CRITICAL JUDGEMENTSINAPPLYING THE ((continued) c o the division’s operatingmodel. implementing SAPfi nancial reporting systemsacross strategy aimedattheconsolidationofsystemsand and deliveryexecution; both ships(voyageplanningandcontrol), cargobooking shipping operators,allowingthebusinesstomanage which isatailored packagespecifi cally designedfor onto SAP(integratedaccountingsystems)andIMOS, n t i n u e d ) Grindrod Limited / Annual Report 2009 page 23 13,8 400 5 738 1 435 35,9 6 713 4 076 3 026 26,8 1 583 3 378 1 904 654 28,4 2 825 1 279 37,1 1 937 1 047 1 239 information shareholder 834 678 568 37,7 609 335 151 19,9 28 521 268 14,7 RETURN ON NET ASSETS (%) TRADING PROFIT (EBITDA) (Rm) TRADING PROFIT (EBITDA) SHAREHOLDERS' FUNDS (Rm) 720 206 258 statements Return (%) on net assets 12% minimum benchmark CASH AVAILABLE FROM OPERATIONS (Rm) FROM OPERATIONS CASH AVAILABLE annual fi nancial fi annual 00 01 02 03 04 05 06 07 08 09 00 01 02 03 04 05 06 07 08 09 535 212 00 01 02 03 04 05 06 07 08 09 00 01 02 03 04 05 06 07 08 09 126 sustainability w e i 873 12,2 27 692 12 631 v 27,8 e 2 158 13 984 33 737 r

l 21,8 1 195 9 928 17 947 commentaries a i 25,9 1 008 7 270 12 507 c 851 24,2 n 7 449 4 978 a 546 20,2 2 974 2 645 n i REVENUE (Rm) overview business f 240 14,5 1 927 2 094

TOTAL ASSETS (Rm) TOTAL

ATTRIBUTABLE INCOME (Rm) ATTRIBUTABLE p 9,6 165 2 139 1 904 u

8,1 127 1 762 1 909 o OPERATING MARGIN (%) (excluding Trading) OPERATING r 74 8,6 00 01 02 03 04 05 06 07 08 09 00 01 02 03 04 05 06 07 08 09 00 01 02 03 04 05 06 07 08 09 00 01 02 03 04 05 06 07 08 09 1 603 1 449 Group financial review financial GGroup 24 page Grindrod Limited / Annual Report 2009 Total assets Current assets Deferred taxation Recoverables oncancelledships Financial assets negotiables Liquid assetsandshort-term customers Loans andadvancestobank Investments Intangible assets andequipment Ships, property, terminals,vehicles STATEMENT OFFINANCIALPOSITION GGroup financial review Total funding Other liabilities Financial liabilities Interest-bearing loans Deferred taxation Total equity Minority interest Shareholders’ funds Reserves andaccumulatedprofi t Share capital,premium andequityreserve Net current assets/(liabilities) r o u p

f i n a n c i a l

12 631 12 631 r 2009 5 423 1 483 3 923 4 346 2 246 5 836 5 738 5 689 1 691 e Rm 159 239 102 104 367 831 181 22 98 49 v 3949987204982652041941991603 1909 1904 2094 2645 4978 7270 9928 13 984 3949987204982652041941991603 1909 1904 2094 2645 4978 7270 9928 13 984 i e 2008 7 2 7 1 2 7 8 7 344 – 576 485 – 773 – 822 – 2410 3474 – 4628 6 874 – 1076 1047 506 1093 961 966 1536 1 050 2069 2337 3047 4 541 8 0 8 9 7 4 0 0 270 503 778 409 684 535 543 959 722 535 775 856 524 361 1397 720 974 616 600 2582 521 1534 4101 842 440 609 5 189 1829 1944 2306 525 834 1 964 2823 3439 826 1937 6 775 1439 2825 3378 2310 6 713 3179 6 700 9 7 5 0 21 25 7)(112) (70) (265) 9 (211) 301 453 679 2 491 Rm 5 3 06 77 – – – – – – – – 7 – 50 37 10 – – 173 69 15 271 1 – 70 16 310 – 21 138 265 37 174 92 159 201 50 229 178 141 251 139 337 351 307 521 367 713 74 28 07 – – – 20 – – – – 2 12 76 3 2 50 7 174 4 83 120 8 20 12 81 7 49 24 84 33 37 (2) 8 19 61 498 62 515 199 13 w – – 2007

Rm ((continued) c o – – – n 2006 t Rm i n u e 2005 d Rm ) – – – 2004 Rm 2003 Rm – – – – 2002 Rm 2001 Rm 2000 Rm Grindrod Limited / Annual Report 2009 page 25 Rm 2000 Rm 2001 Rm 2002 information shareholder Rm 2003 Rm 2004 Rm statements 2005 annual fi nancial fi annual Rm 2006 Rm 2007 sustainability 66 63 128 89 53 32 19 16 10 (20) (13)(91) 5 (77) 1 (64) (15) (1) – – – (1) – – – – – Rm 341 73 669 16 121 481 77 287 38 164 (4) (2) (2) 1 – 3 2 – (604) (331) (104) (201) (61) (30) (28) (25) (6) (241) (218) (154)(164) (122)(175) 4 (131) (76) (71) (39) (55) (87) (62) 3 (62) (65) 2 (67) (89) (37) – (41) (3) (62) (2) 3 (243) (17) (76) (65) (48) (5) (19) 13 – 2008 1 638 (182) 135 (650) 47 254 (160) 427 96 3 813 1 646 1 219 1 054 628 602 77 520 158 3 472 1 573 550 1 038 507 121 – 233 120 4 076 1 904 654 1 239 568 151 28 258 126 3 026 1 583 1 2792 785 1 047 1 365 678 1 1252 446 335 925 1 238 268 1 015 602 206 841 280 212 542 206 213 141 166 123 98 64 2 321 1 191 1 006 849 547 240 168 129 74 2 512 1 301 1 1432 269 1 285 930 1 0672 249 595 865 1 272 245 1 072 5472 158 185 866 240 1 195 114 1 008 546 166 851 240 74 127 546 165 74 240 127 165 74 127 74 (2 175) (1 828) 084) (1 (1 704) (581) (348) (237) (93) (62) 33 737 17 947 12 507 7 449 2 974 1 927 2 139 1 762 1 449 51 14 76 (10) (61) (91) (12) (69) (16) Rm 400 857 954 942 873 (587) (597) (461) (292) (188) 2009 1 435 1 143 1 066 1 142 27 692 commentaries overview business Cash invested nance (raised)/repaid Net fi Proceeds on disposal of ships, on disposal Proceeds terminals, vehicles and property, equipment, investments and other items Cash available for investment GROUP CASH FLOW GROUP INCOME STATEMENT Cash available from operations Cash available from Dividends/distribution paid operations from Cash retained Revenue Trading profi t profi Trading Depreciation net interest t before Operating profi and taxation Non-trading items paid Net interest t of associates' profi share t before Profi t of associate companies' profi Share taxation before Headline earnings Profi t before taxation t before Profi Taxation t after taxation Profi Minority interest preference t for the year before Profi dividends dividends Preference t attributable to ordinary Profi shareholders in interest shareholders’ Ordinary non-trading items 26 page Grindrod Limited / Annual Report 2009 GGroup financial review Net worthpershare atbookvalue(cents) EBITDA dividend/distributioncover(times) EBITDA pershare (cents) Dividend yield(%) Dividend/distribution cover(times) Dividend/distribution pershare (cents) urn ai 1 Current ratio EV/EBITDA (times) Effective rateoftaxation(%) neetcvr(ie) 3 Interest cover(times) ratio(times) Price/earnings Assets peremployee(R000) Debt servicecoverratio onordinaryReturn shareholders’ funds(%) pershareHeadline earnings (cents) Earnings pershareEarnings (cents) e ett BTA(ie) 3 Profi t peremployee(R000) Net debttoEBITDA(times) 12 onnetassets(%) Return interests (%) Net interest-bearing debttototalshareholders’ pershare earnings are based(000’s) Weighted averagenumberofordinary shares onwhich –jointventures trading(%) Operating marginexcludingbulkproduct Number ofemployees–subsidiaries EMPLOYEES Total liabilitiestototalshareholders’ interests (%) LEVERAGE ANDLIQUIDITY Operating margin(%) PROFITABILITY shares (000’s) Number ofordinary shares inissuenetoftreasury ORDINARY SHAREPERFORMANCE Prior yearfi gures from2004havebeenadjustedforthe5:1sharesplit. r o u p

f i n a n c i a l

r e v betvs2009 Objectives maximum maximum minimum minimum minimum minimum i e w 15 75

452 278 454 203 ((continued) c 1 122 317,3 3 041 189,6 3 829 16,5 12,7 15,9 13,8 12,2 75,8 o 193 210 648 5,3 3,4 3,2 1,5 5,6 9,2 3,2 0,2 4,4 4,1 60 n t i n 5 4 5 3 5 1 5 9 450220 458490 455719 452934 453 640 5 5 5 5 4 7 6 2 454610 461626 449179 455459 450 252 u 4 9 6 1 183 314 461 590 1 340 6, 4, 8, 2, 150,6 228,4 280,7 349,7 665,4 3 3 4 4 1255 1445 1645 2138 3 233 121,4 185,3 220,8 263,1 511,7 7, 6, 2, 8, 121,3 185,7 221,2 263,9 475,7 9 5 9 2 1516 2322 3695 3955 3 999 e 0820 0620 2004 2005 2006 2007 2008 491, 591, 9,7 10,7 15,9 10,5 14,9 025, 727, 75,7 74,6 57,2 50,8 50,2 592, 843, 37,7 37,1 28,4 26,8 35,9 782, 592, 20,2 24,2 25,9 21,8 27,8 3312157102156,3 130,2 115,7 152 73,3 01 , , , 0,7 0,6 0,4 0,6 (0,1) 48 851, 3053,3 33,0 19,7 28,5 (4,8) 3 86 235 52 66 78 136 9 5 2 4 259 247 229 257 499 5 7 4 4 1180 2248 1448 1375 651 , , , , 4,3 4,4 4,3 4,5 4,9 , , , , 4,4 4,0 2,6 3,3 8,9 , , , , 3,4 3,5 3,4 3,4 3,5 , , , , 0,9 1,3 1,2 1,2 1,6 , , , , 2,7 3,3 3,6 3,6 2,9 , , , , 8,1 7,0 6,6 1,2 9,7 , , 17706,5 7,0 11,7 8,9 3,2 , , 10372,6 3,7 11,0 5,2 2,7 , , , 2420,2 12,4 9,0 8,0 8,3 d ) Grindrod Limited / Annual Report 2009 page 27 information shareholder statements annual fi nancial fi annual sustainability during the year under review. review. amortisation (EBITDA). percentage). review. shares. of treasury revenue. excluding Trading revenue taxation, of average total assets excluding deferred as a percentage t, expressed companies' profi portion of long-term borrowings. and current excluding short-term borrowings liabilities, less current funds. shareholders’ nancial assets, bank advances and bank balances, cash on deposit included in fi after netting off funds of total shareholders' as a percentage liquid assets and short-term negotiables) expressed netted off other liabilities were In the prior year, interest). funds plus minority shareholders' (ordinary with non-current off debt was netted nancial liabilities and interest-bearing nancial assets and fi with fi assets held for sale as disclosed separately and included in inventory. nancial assets, bank advances and liquid assets and short-term negotiables, deposit included in fi debt was interest-bearing funds. In the prior year, of total shareholders' as a percentage expressed assets held for sale as disclosed separately and included in inventory. with non-current netted off commentaries overview business 12 8 5,6 4 to the year under review. relating dividend/distribution declared ordinary Total 4,74,3 4,14,2 5,55,0 4,2 4,2 6,96,0 5,7 4,7 divided by earnings per share. under review price at end of year Share 4,1 6,4 7,1 and depreciation taxation, debt divided by earnings interest, before equity plus interest-bearing Total 5,5 3,3 by dividend/distribution per share. divided Earnings 6,6 per share 6,6 as a (expressed price at the end of the year under review by the share divided Dividend per share 36,1 to the year under relating dividend/distribution declared divided by total ordinary EBITDA per share 1,8 10,4 (11,2) 0,2 1,11,74,2 2,11,0 2,7 5,6 1,0 0,6 0,5 3,4 2,7 loans divided by EBITDA. Interest-bearing 1,0 0,9 paid. and interest short-term and long-term debt repayments ow divided by cash fl Free 2,0 paid. and taxation, including non-trading items divided by net interest interest t before Operating profi 0,9 portion of long-term borrowings. liabilities excluding current assets divided by current Current 127 110 145 94 in issue net shares equity divided by the total number of ordinary share equity less preference Total 889150 835 120 850 102 397 56 employees. divided by the number of employees, including 50% of the joint venture revenue Total 50,250,2 34,4 35,0 24,1 24,5 13,0 in issue divided by weighted average number of shares shareholders t attributable to ordinary Profi 13,172,0 in issue during the year under Headline earnings number of shares divided by weighted average 55,8 38,914,514,5 36,119,9 based. are on which earnings per share of shares EBITDA divided by the weighted average number 9,6 9,642,4 14,7 8,1 8,1 26,7 11,0 8,6 of revenue. as a percentage and taxation, expressed interest t before Operating profi 8,6 of as a percentage expressed and taxation, excluding Trading, interest t before 20,2 10,6 Operating profi of associate and taxation, including non-trading items and share interest t before Operating profi 16,1 of average ordinary as a percentage expressed shareholders t attributable to ordinary Profi 61,0 106,6 29,2 105,5 bank balances, cash on loans, including Bank customer deposits after netting off Interest-bearing 2003 2002 2001 2000 1 321 1 377 1 531 1 222 employees. including 50% of the joint venture assets divided by the number of employees, Total 125,6 184,5 98,8 155,9 loans including Bank customer deposits debt (interest-bearing Other liabilities and interest-bearing 1 139 965 822 1 113 480 685 472 483477 710 496 645 480 862 570 845 527 675 570 400 28 page Grindrod Limited / Annual Report 2009 increased contract cover. • furtherreduced fl eet through cancellations;and • tookdeliveryofthree shipsandsoldsixduringtheyear(2008:fi ve ships); • foreign exchange lossin2009ofUS$5millionversusUS$16profi t intheprioryear; • substantiallylowershipsaleprofi ts in2009ofUS$31million (2008:US$62million); • perdayoutperformedaveragespotmarketrates; averageearnings • 2009 KEYFEATURES follows: The divisionoperatesinthree distinctsegmentsas BUSINESS OVERVIEW DDivisional reviews - (owned andlong- term chartered) i Tankers v Mid-range Chemical Small i s i o n a (owned andlong- term chartered) l

Drybulk Handysize r Panamax Capesize e v i e w Ship operating Bunker tankers Parcel Service/ s activities Handymax

Tankers -

SShipping h i p p i n g Grindrod Limited / Annual Report 2009 page 29 Lower shipping rates/ Rand stronger information shareholder statements annual fi nancial fi annual 12 25 12 32 48 43 (95) (34) Rm % Comments Rm 375 239 2008 2008 2008 2008 Growth 2 388 2 2921 862 (68) (72) (74) 7 069 (30) 3 058 2 886 6 183 3 842 2 341 6 183 (0,06):1 sustainability 8 27 15 13 17 16 774 647 492 399 192 (127) 2009 2009 2009 4 918 2 785 1 936 4 913 2 903 2 010 4 913 (0,07):1 commentaries overview business nancial position Rm nancial ratios 2009 EBITDA and amortisation Depreciation Operating income Attributable income Long-term charter Short-term charter Operating margin (%) Debt/equity Return on ordinary equity (%) shareholders’ Return on net assets (%) Number of employees Owned Average number of ships Average operated Key fi Statement of fi Income statementRevenue Rm Fixed assets/investments assets Current Net cash including debt assets Total Equity Other liabilities equity and liabilities Total In addition to the above short-term charters, Island View Shipping operated an average of ten ships (2008: eight) on behalf and Shipping. of Atlas Trading 128. For the detailed statutory income statement, see the segmental analysis on page FINANCIAL OVERVIEW earnings for 2009. for 56% of the group’s Shipping accounted 30 page Grindrod Limited / Annual Report 2009 (2) IncludedindailycostsisaninterestchargeofUS$2million(2008:US$1million). (1) Average earningsdeclinedby44%,versusinexcessof60%declinethemarket. An analysisofthedivisionalresults are asfollows: FINANCIAL OVERVIEW (continued) DDivisional reviews -

catrdsis1, , , , , 0,7 8200 4,0 14800 18300 7,8 26900 2,9 20800 13000 2,0 17,3 (US$) Average dailyrevenue chartered ships owned/long-term Average numberof rfit(S ilo)2, , , 0503(0,7) 0,3 10,5 8,3 Impairments/onerous contractprovisions 8,3 Funding costs/preference dividends/taxation Foreign exchange(loss)/profi t Overheads/other expenses 28,3 Shipbuilding costs Profi t from shipsales Profi t from shipoperatingactivities (US$ million) Profi t (US$million) Average dailycost(US$) long-term chartered ships Profi t from ownedand

17,3 Handysize i v LONG-TERM CHARTERED VESSELS

AVERAGE NUMBEROFOWNED/

i s 2,0 Panamax i o

2,9 Capesize n

a Mid-range 7,8 (2) l 0 0 8901 0 46010400 14600 14600 18900 9400 8500

r

adsz aaa aeieMdrneCeia Small Chemical Mid-range Capesize Panamax Handysize e Chemical 4,0 v

i

e Small 0,7

ukcrir Tankers Bulk carriers

w Total 34,7 s

-

SShipping h i p p i n g

((continued) c o

28,3 Handysize n t i n

8,3 u Panamax e PROFIT (US$million) d

8,3 Capesize ) 15 900 11 500 34,7 2009 Total

(17) (28)

60 31 31 55 10,5 Mid-range (5) (7) –

860(44) 28 600 1702 11 700 Chemical 0,3 67(5) 36,7 2008 oa Growth % Total 2 (72) 222 (76) 226 4)100 (42) 4)61 20 (44) (35)

6(131) 16 (50) (21) 62 39

–

Small (0,7) Total 55,0 (1) Grindrod Limited / Annual Report 2009 page 31

2008 3 325 29 282 49 014 14 000 106 025 (US$ per day) 2009 7 697 11 342 19 295 42 656 11 500 information shareholder Average spot rates Average (US$ per day) statements annual fi nancial fi annual charter rates Three-year time Three-year sustainability charter rates One-year time Spot rates commentaries (US$ per day) (US$ per day) day) (US$ per overview business Handysize bulk carrier 17 613 15 000 12 500 Panamax bulk carrier 29 417 26 500 19 500 Capesize bulk carrier 40 307 40 000 31 000 Mid-range products tankerMid-range products tankerSmall products 11 216 Not available 13 000 9 250 13 500* 9 250* The division took the opportunity to reduce its exposure its exposure The division took the opportunity to reduce the number of ships operated during the and decreased year. to the previous year when compared delays The division was further impacted by shipyard and non-performance issues. The associated costs of disclosed on page 30. US$7 million are contracts on the drybulk shipping for onerous Provisions US$28,3 million at the end of 2008 from business reduced were to US$14,3 million at 31 December 2009, but there adjustments to impairments. cant no signifi on long- not reliant Ship operating activities, which are xed-cost time charters or owned ships, performed term fi of these businesses is The revenue well during the year. ensuring reasonable generally linked to their costs, thereby margins notwithstanding the level of the market. Volumes lower than the prior year due mainly to very however, were, rst quarter. low volumes in the fi * Three-year time charter rates based on management assessments. Meaningful rates for chemical tankers are not available. * Three-year time charter rates based on management Shipping earnings declined by 74% from R1 862 million to R492 million on the back of the decline in shipping rates, triggered rates, triggered million on the back of the decline in shipping R1 862 million to R492 Shipping earnings declined by 74% from ship sales. The ts from international to support in major economies and lower profi trade and the slowdown by the lack of credit division was further impacted by foreign exchange losses due to a strong closing Rand/US Dollar exchange rate compared rate compared closing Rand/US Dollar exchange a strong exchange losses due to by foreign division was further impacted market volatility. to shipping its exposure to reduce measures has implemented The group prior year. to a large gain in the the markets ensured cant collapses in shipping signifi cient ship operations during one of the most The contract cover and effi the lower earnings through levels against a eroded margins were division's earnings outperformed market rates. However, base. xed-cost fi relatively Chinese commodity initially anticipated due to strong drybulk markets performed better than rst quarter, After a very poor fi book. newbuilding order 60% of the 2009 approximately demand, combined with the delivery of only Current than the prior year. in excess of 60% lower operates were spot rates in the markets in which the group Average as and a comparison of average spot rates, are time charter rates at the date of drafting this report spot, one and three-year follows: 32 page Grindrod Limited / Annual Report 2009 DDivisional reviews - TANKERS Ship operatingactivities–shorter-term operations,includingtankers,bunkertheParcel Serviceandthe • Drybulk–long-termshipowning,charteringandoperatingofhandysize,panamaxcapesizebulkcarriers; • Tankers –long-termshipowning,charteringandoperatingofmid-range,smallchemicaltankers; • The operatingsegmentscanbedescribedasfollows: Shippingowns,chartersandoperatesdrybulkships. IslandView • Shippingowns,chartersandoperatesproducts Unicorn tankersandchemicaltankers; • The Shippingdivisionismadeupoftwokeybrands: OPERATIONAL OVERVIEW Pool Inc. employs someofitsshipsvia jointservicesorpools.Itsfourchemicaltankersare deployedthrough theStoltTankers The divisionmainlytimecharters outitsfl productseet ofmodern andchemical tankers.Itdoes,however, also Accordingly, through wellpricedcontracts,thefl eet hasahighpercentage ofsecure for2010. earnings The division’s operators. chemicalmajorsandlargeinternational customer baseconsistsofoilmajors,blue-chipinternational technical aspectsofthefl eet. The UnitedKingdomoffi ce housesitscommercial operationswhilsttheSouthAfricanoffi ce focusesonthemarineand Shippingoperatesproducts tankersandchemical tankersfromUnicorn itsoffi ces intheUnitedKingdom andSouthAfrica. Net debtincludingcash Attributable income Operating income Depreciation and amortisation EBITDA Revenue i v Handymax/Islands Service. i s i o

The abovefi gures andgraphsincludetheTankers segment'sportionof

1 n

9 G 1 R 100 16 R699m R196m

years 0 I a N

092008 2009

D - TANKER CONTRIBUTIONTOSHIPPINGEBITDA

l

2 R

0 O r 1 D 0 e 25% v i e ship operatingactivities. w s 1 187

2009 (231) - 113 196 (84) Rm

5 SShipping h

i

p

1

9 G 1 R p 100

years 0 I N (38) 1 902 08Growth 2008

1 (99) (82) (72) 517 637 699

D - i 6)(279) (38) (61) (61) m% Rm

n

2 R

0 O

g 1 D 0 29%

((continued) c o n t i n u e d ) SHIPPING

Grindrod Limited / Annual Report 2009 page 33 and orders for three for three and orders information shareholder ) are scheduled for delivery over the ) are ) was delivered ) was delivered Leopard statements Zwartskops

annual fi nancial fi annual

and 0

D 1

O 0 ) was terminated early when the owner exercised its right ) was terminated early when the owner exercised R 2 Rm % (34) (26)

D - 301

2008 Growth

N

5 1671 6891 6551 411 (28) (66) (68) (62) I 0 years

) were cancelled due to yard non-performance. cancelled due to yard ) were 100 Eland R 1

) were cancelled. Management are, however, in discussions with however, cancelled. Management are, ) were G 1 9 ), scheduled for delivery in 2012, was cancelled on request of the on request ), scheduled for delivery in 2012, was cancelled sustainability Kowie, Kei, Gouritz 71% ), owned by Unicorn, was sold; Gamtoos Umzimvubu Rm (43) ); 578 534 540 423 and Stolt Griqua 2009 and 3 731 Kuiseb ) in a 50/50 joint venture was sold and bareboat chartered back for a six-month chartered was sold and bareboat ) in a 50/50 joint venture Breede Sable commentaries ) was delivered, sold and chartered back for a two-year period; chartered sold and ) was delivered, Rainbow Umvoti, Umgeni

47 350 dwt long-term chartered products tanker ( tanker products 47 350 dwt long-term chartered

0

D 1 O 0

Wildebeest R 2 DRYBULK CONTRIBUTION TO SHIPPING EBITDA DRYBULK

- overview business D

2009 2008

N I 0 years

R578m R1 689m 100 R 1

G 1 9 75% owner and against a settlement payment to Unicorn;owner and against a settlement payment and period; ts on sale in terms of the charter agreement; to sell. Unicorn the profi in a portion of shared The above fi gures and graphs include the Drybulk portion of ship operating activities. segment's The above fi Revenue EBITDA and amortisation Depreciation Operating income Attributable income Net cash including debt next two years. The Island View Shipping (IVS) division has as its core competency the shipping of drybulk cargoes worldwide. IVS is The Island View Shipping (IVS) division has as its core and ces worldwide including Canada, Dubai, Denmark, Japan, the Netherlands offi and has numerous based in Singapore South Africa. 16 500 dwt products tankers ( 16 500 dwt products Subsequent to year-end, a Subsequent to year-end, the cancelled contracts. of on the possible renegotiation the shipyard tankers ( A further four small 16 500 dwt products • tankers ( two newbuilding products • a long-term charter of a chemical tanker ( DRYBULK • tanker ( in a long-term charter of a products 50% share a • handysize drybulk carrier ( the remaining • tanker ( an ageing products The following ship transactions took place during the year: The following ship transactions • tanker ( delivery of a small products • tanker ( a products 34 page Grindrod Limited / Annual Report 2009 DDivisional reviews - service tothegroup's tradingdivision. service istheabilityofdivision tosegregate individualholds(i.e.parcelling). Inaddition,thedivisionsupplies ash cargoes includingferrochrome, chrome ore, alloys,mineralsands,concentrates,grains, vermiculiteandfl uorspar. Keyinthis Asia, theMediterranean,United KingdomandtheUnitedStatesofAmerica.Theservice carriesawidevarietyofbulk The Parcel Serviceemploysanaverageofeight vesselspermonthonroutes fromAfricatotheNorthWest southern Continent, built inDurban. CaluloBunkerServicestookdelivery ofitsthird bunkertankerin2010fordeploymentDurban.Thiswas Unicorn CaluloShippingServicesoperates chartered-in productsUnicorn tankers ontheSouthAfricancoastforlocaloilmajors. under long-termagreements withtheSouthAfricanoilmajors. CaluloBunkerServices (Pty)Limited,whichoperatessophisticatedbunkertankersinSouthAfricanports coast, andUnicorn CaluloShipping Services(Pty)Limited,whichfocusesontankershippingtheSouthAfrican of twocompanies,Unicorn jointventure withCaluloServices(Pty)Limited, anempoweredThe Unicorn SouthAfricanpetrochemical group, consists Service andtheHandymax/IslandsServices. Caluloproductsbunkertankers,theParcel tankers,Unicorn Ship operatingactivitiesconsistsprimarilyofUnicorn The abovefi gures are includedintheTankers segmentonpage32andtheDrybulk segmentonpage33. SHIP OPERATING ACTIVITIES Four handysizebulkcarriers( Subsequent totheyear-end, thedivisionexercised itspurchase optiononthe asupramaxbulkcarrier( • afurtherhandysizebulkcarrier( • fouroftheseships( • exercised fi ve purchase options( • The followingshiptransactionstookplaceduringtheyear: inthissector.out foranaverageoffouryears,providing locked-inmarginsandcertaintyofearnings long-term freighting businesstobecarriedbyalready contractedtimechartered vessels.Two panamaxshipsare chartered The CapeandPanamaxbusinessperformedwellonthebackofstrong demandforlargebulkships.Itcontinuedtosecure The handysizefl eet isdeployedinto themarketviaafreighting agreement withpartnersJLauritzenofDenmark. prices. term chartersofuptosevenyears.Thelonger-term chartersoftenhavetherighttoacquire thevesselsatpredetermined Most ofthefl eet ischartered inwithcharterperiodsvaryingfrom short-termvoyage-basedcharters(30to45days)longer- contracts withbluechipshippersandcounterparties. moved approximately 10,5milliontonnesofcargoin2009(2008:approximately 14milliontonnes).Itentersintofreighting It focusesmainlyonhandysize,panamaxandcapesizebulkcarriers.Thedivisionoperatesthevesselscommercially and joint venture andalong-termchartered supramaxbulkcarrier, are scheduledfordeliveryoverthenextthree years. Gross margin (%) Gross profi t Revenue i v chartered handysize bulkcarriers,oneofwhichwasinajointventure company; i s i o n a l

IVS Hunter, IVSSwift,Nightingale r e Lepta Galaxy v IVS Knot,Kingslet,Sentosa i e IVS Kenso w IVS Hunter, IVSSwift,Nightjar, IVSNightingale 1 185 2009 258 Rm 21 ) waschartered inforatwo-yearperiodcommencingearly2009. s

- ) wassold;and

SShipping 4 (6 Lowervolumes/shipping rates (36) 1 841 08Got Comments Growth 2008 h 2 (1 Lowervolumes/shipping rates (21) 327 m% Rm 8 1)Lowershippingrates (17) 18 i p and p i and n Rosella g IVS Orchid

(50%))were on-soldtothird parties; ((continued) c o IVS Kanda n t ), twoImabarihandysizebulkcarriersina i n u e and andacquired theship. d ) Rosella (50%)),onitslong-term ipping Grindrod Limited / Annual Report 2009 page 35 with 35,2 37,8 39,4 40,0 Total 12 400 12 400 12 200 12 300 3,0 6,2 8,5 8,5 10 400 10 800 11 000 11 100 information shareholder 4,0 4,0 4,0 4,0 14 700 14 700 14 700 14 800 8,1 5,2 4,0 4,0 15 300 13 700 13 000 13 200 statements annual fi nancial fi annual 3,0 3,5 3,0 3,0 21 000 26 200 27 800 28 100 ship brokers. Book value of charters = PV @ 6,5% of capital element (i.e. excluding running costs) of charter commitments and options valued at closing rate. option price. Yen purchase contract rates. PV @ 6,5%. 2,0 2,0 2,0 2,0 799 241 Indicative ship values obtained in consultation with reputable 558 charter/ between market rates and Grindrod Differential sustainability 9 400 9 400 9 400 9 500 Bulk carriers Tankers 15,1 16,9 18,1 18,5 9 200 9 400 9 800 9 900 Handysize Panamax Capesize Mid-range Chemical Small commentaries overview business Number (average) Cost (US$/day) Number (average) Cost (US$/day) Number (average) Cost (US$/day) Number (average) Cost (US$/day) the shipyard on the possible renegotiation of these contracts. As a result the three ships are included in the above fi gure. included in the above fi the shipyard on the possible renegotiation of these contracts. As a result the three ships are Three newbuilding orders cancelled, subsequent to year-end, are included in this fi gure. Management are, however, in discussion gure. Management are, however, are included in this fi Three newbuilding orders cancelled, subsequent to year-end, 2010 Market value of other long-term charters and contracts Market value adjustments to fl eet book value Market value adjustments to fl eet and Excess of market value of owned fl options over book charters with purchase value Rm Comments Contracted in at 31 December 2009 2011 2012 2013 Current fl eet fl Current Net number of ships to deliver 2010201120122013Fleet at end of 2013 15,0 2,0 18,5 1,0 3,0 2,0 0,5 2,0 – 8,0 – – 3,0 – 4,0 – – 4,0*** 4,0 – 1.5 – (1,0) (3,0) 8,5 – 33,5* – – 40,0** – – 3,0 – 4,0 – 3,0 3,0 – – 0,5 – The group has reduced its committed fl eet from the 51 reported a year ago to the current 40 with the option to redeliver to 40 with the option to redeliver a year ago to the current the 51 reported eet from its committed fl has reduced The group ships by the end of 2012, should this be warranted by market conditions. owners nine of these chartered * Owned fl eet 7,5; chartered fl eet 26,0. * eet 7,5; chartered fl Owned fl eet 16,5. eet 23,5; chartered fl ** fl Owned *** OWNED AND LONG-TERM CHARTERED SHIPS OWNED AND LONG-TERM CHARTERED FLEET OVERVIEW The revenues and costs of the Parcel Service contracts of affreightment are predominantly market linked which reduces market linked which reduces predominantly are Service contracts of affreightment of the Parcel and costs The revenues volatility of margins. into South America and Australasia Europe, from bulk shipping services Service provides The Handymax/Islands Indian Ocean Islands. South Africa and the 36 page Grindrod Limited / Annual Report 2009 DDivisional reviews - . Therearenocontractedshipsalesfortheperiod2010to2013. 3. Variable volumecontractshavebeenincludedatforecastvolumes. 2. Inaddition,±6%ofthefl eet isfi1. xed for2014/2015. Notes: CONTRACT COVERANDCONTRACTEDPROFITS contracted values,however, furtherimpairmentshavenotbeenrequired asvalue-in-usecalculationsjustifythecarryingvalues Assumptions usedinthemarketvalueadjustmentcalculationaboveare setoutbelow. Insomecasestheseare belowbookor 2013 2012 2011 2010 03815 24 30 43 8 17 34 76 (US$m) offl eet fi2013 xed (%) 2012 2011 2010 Contract profi ts –pnmx3 0 17128 12996 12750 37500 22500 23864 –panamax –mid–range Tankers –handysize Bulk carriers 31 December2009 Contracted outat i v i s i o ubr(vrg)051410–––2,9 5,8 – 33600 – – – 27700 – – 26,9 – – 1,5 – – – 1,0 21700 2,0 – 2,0 10600 16600 1,4 52300 7,1 17600 10400 25200 2,0 44500 19600 0,5 17000 20000 2,5 24000 42100 19300 1,8 12900 24000 35100 Revenue (US$/day) 2,0 Number (average) 11800 22600 Revenue (US$/day) 11,8 Number (average) 10800 Revenue (US$/day) Number (average) Revenue (US$/day) Number (average) n ml 8419750 20000 31031 18441 33250 66500 – small – chemical – capesize a l

r e v i e ecnaeCharters Percentage w adsz aaa aeieMdrneCeia Small Chemical Mid-range Capesize Panamax Handysize s

, , , , , , 11,6 1,1 1,5 1,7 2,3 2,0 3,0 -

ukcrir Tankers Bulk carriers SShipping h i p p i n Average ship market value g S00US$perday US$000

((continued) c o n t i n u e d ) long-term charterrates Average market Total : Grindrod Limited / Annual Report 2009 page 37 2011 2010 Charter extension expiry date 2011 2014 2012 2015 2012 2017 2010 2012 2012 2014 2017 2016 2022 2017 2022 2010 2012 201420112010 2017 2014 2012 2015 2021 2016 2022 201820112011 2021 2011 2014 2014 2014 Charter expiry date information shareholder ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ purchase Option to 6 5 5 6 5 63 2014 8 2 6 61 2011 2010 2012 5 3 4 6 2 1 5 2011 3 8 3 3 4 6 8 66 2 1 6 6 6 2007 2010 8 2011 13 13 2011 14 11 2011 statements vessel Age of annual fi nancial fi annual ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ sustainability ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ commentaries overview business (50%) (50%) (50%) (50%) (50%) (50%) (50%) (50%) (50%) Durban Bulker Vessel nameVessel HANDYSIZE BULK CARRIERS Owned Chartered-in IVS Kanda IVS Kawana PANAMAX BULK CARRIERS PANAMAX IVS Pinotage Anangel Innovation CAPESIZE BULK CARRIERS IVS Kestral MID-RANGE PRODUCTS TANKERS Helix Inyala Hambisa Kudu Southern Unity Torea Wildebeest IVS Merlot IVS Cabernet IVS Kingbird CHEMICAL TANKERS Stolt Basuto Oliphant Rainbow SMALL PRODUCTS TANKERS Berg Breede eet owned fl Total in chartered Total eet fl Total eet fl options on chartered number of purchase Total Handysize bulk carriersPanamax bulk carriersCapesize bulk carriers tankersMid-range products 19,0Chemical tankers tankersSmall products by 2012) (eight vessels can be returned eet fl Total 7,5 26,0 15,0 33,5 8,0 2,0 3,0 1,5 4,0 33,5 Mineral Belgium Stolt Pondo IVS Kite Stolt Swazi IVS Kittiwake IVS Kwaito IVS Kwela IVS Lavender IVS Nightjar IVS Shikra Lauretta Stolt Zulu JA Aladdin Rainbow Lake Triview Bumbi Paola Lepta Galaxy (Supramax bulk carrier) FLEET SUMMARY

38 page Grindrod Limited / Annual Report 2009 signifi cant interest costsaving. • operatingmarginsimproved whiletheaverageoperatingmarginpertonnewasmaintainedatapproximately US$4per • volumeswere up7,7%to7,09milliontonnesfrom 6,59milliontonnesin2008,mainlythrough strong performancesby • gross revenue declinedby15%duetogenerallysoftercommodityprices; • developedapresence inSingapore toserviceincreasing Asianmarket; • 2009 KEYFEATURES BUSINESS OVERVIEW DDivisional reviews - The divisionoperatesthree distinctsegmentsasfollows: commodities Agricultural tonne; and the marinefuelandagriculturalbusinesses; i Soya beans v Soya bean Wheat Maize meal Rice i s i o n a commodities l

steel product metallurgical Ferro alloys Mineral r Stainless Coal and Iron and e coke Ores steel v i e w s bunkers Marine fuel Marine Diesel oil

- oil

TTrading r a d i n g Grindrod Limited / Annual Report 2009 page 39 R33 09 $4 TRADED R34 08 $4 information shareholder OPERATING PROFIT PER MT OPERATING statements annual fi nancial fi annual 09 7,09 (MMT) 08 6,59 VOLUMES TRADED 21 23 Rm % Comments 147 230222132 11 volume Increased 12 volume Increased 282 37 funding cost volume and reduced Increased 824 160 sustainability 0,92 2008 Growth 2 839 2 150 3 121 3 121 0,18:1 24 022 (15) commodity prices Generally softer 24 23 249 09 387 249 181 446 683 156 256 1,22 2009 0,57:1 2 089 1 465 20 335 222 08 commentaries INTEREST AND TAX (Rm) INTEREST AND TAX OPERATING PROFIT BEFORE OPERATING overview business 09 nancial position 20 335 (Rm) 08 24 022 nancial ratios DIVISIONAL REVENUE Total equity and liabilitiesTotal Key fi Margin (%) 2 535 Total assetsTotal Net debt including cash Debt/equity 2 535 Revenue Operating income Attributable income Statement of fi Fixed assets/investments assets Current Equity Other liabilities Return on ordinary equity (%) shareholders' Return on net assets (%) Number of employees Income statementEBITDA Rm FINANCIAL OVERVIEW fuel and in the marine 50% interests of the remaining was not impacted on by the acquisition The division's earnings growth businesses during 2008. industrial raw materials 40 page Grindrod Limited / Annual Report 2009 DDivisional reviews - and margins. taken inwarehousing andprocessing companieswhichwill developbothopportunities pure trading,where opportunitiesare declining,tothatofadistributorwithstakesbeing strong demand.Oreport’s involvementinsteelandstainless steelischangingfrom thatof stainless steelwhere Chineseproduction increased byover27%in2009onthebackof production wasevidentin endedtheyear12%higherthan2008.Thesamepattern Steel production fellearlyintheyearandthenrecovered, particularlyinChinawhere trading opportunitiesinnewproducts andmarkets. a keyobjective.TheestablishmentoftheAsiantradinghub isexpectedtoenhance strategic alliancescombinedwithinvestmentinoriginationand processing assets remains networkofcustomers andagents.Thestrategyofsecuring suppliers anditsinternational Oreport hassuccessfullygrown itsbusinessthrough closerelationships withlong-term procurement, movementanddistributionofindustrialrawmaterials. Oreport marketingorganisationspecialisingintheworldwide isan international MINERAL COMMODITIES strategic alliances,newproducts andexpansionintonewmarkets. on thecore strengths ofthebusiness,encompassingregional exposure andexpertise, Plans for2010shouldresult infurtherimprovements. Growth willcomefrom focusing Sound managementofcounterpartyexposure andmarketriskremain animperative. markets, particularlyinSouthAmerica,Asiaandtherest ofAfrica,havecommenced. and expandingtheoffering ofproducts across thedivision.Representation innew The focusfor2010willremain onsourcing andinvestmentinstrategicoriginationprojects in 2008haveeased,butcounterpartyriskremains akeyfocus. benefi t from exposure totheAsianmarkets.Liquidityissuesarisingfrom thecredit crisis The establishmentofatradinghubinSingapore hascreated aplatformforthedivisionto margins through innovativedistributionchannelmanagementwithresultant effi ciencies. by strengthening keycustomerandsupplierrelationships andsimultaneouslyenhancing fund activity. Thishascreated opportunitiesforAtlastoimprove itsoffering tocustomers supply anddemandstilldrivesmarketmovements,theseare exacerbatedbyhedge All agriculturalcommoditymarketswere characterisedbycontinuedvolatility. Whilst handling ofthecommoditiesfrom source todestination. commodities suchaswheat,maize,rice,soyabeansandmeal,wellthephysical Atlas specialisesintheprocurement andsellingofabroad rangeofagricultural South Africa,EcuadorandPeru. offering anenhancedend-to-endsolutiontocustomers.Atlashasoffi ces inSingapore, Atlas Trading andShipping(Atlas)isafocusedagriculturalcommoditytradingbusiness AGRICULTURAL COMMODITIES OPERATIONAL OVERVIEW i v i s i o n a l

r e v i e w s

-

Trading TTrading r a d i n g

((continued) c o n t i n u e d ) Grindrod Limited / Annual Report 2009 page 41 information shareholder statements annual fi nancial fi annual sustainability commentaries overview business MARINE BUNKERS its international oil on a global basis through Cockett supplies marine fuel oil and diesel South Africa, Singapore, ces in Brazil, China, France, Hong Kong, network with offi and the United Kingdom. South Korea the ill effects challenging with some key market players suffering Market conditions remain Despite this, Cockett performed exceptionally well through of counterparty exposure. and into new markets, volume growth penetration on physical supply, focused efforts sound counterparty risk management. expected niche trading opportunities that are Cockett continues to identify and develop physical supply programmes. new market and volumes through to increase China showed increased demand for manganese and chrome alloy markets despite alloy demand for manganese and chrome China showed increased during the year Prices of manganese alloys increased in global demand. the reduction most of the subdued for about 10%. Coal prices were only improved although chrome cutbacks by supplier affected was severely limited. Oreport were year and opportunities in commodity prices have led to improvements recent Rand. However, due to the strong additional opportunities to expand its business. the opportunity to refocus Oreport China offers The ongoing demand for raw materials in poor conditions in other parts of the world. Supplier support coupled given the relatively support this, To tability and growth. market contacts allow for continued profi with strong plans to expand this footprint to other with ce in Singapore has opened an offi Oreport enhance trading opportunities. developing markets which is expected to 42 page Grindrod Limited / Annual Report 2009 DDivisional reviews - FINANCIAL OVERVIEW newinvestmentintotherailsector. • level3BEEcontributorstatusachievedforthemajorityofSouthAfricanoperationsonconclusionempowerment • additionalterminalcapacitystartingtocontributesignifi cant profi ts; • challengingmarketconditionswithacontractionincargovolumesacross mostbusinesses; • accountedfor24%ofthegroup’s in2009,upfrom earnings 9%in2008; • 2009 KEYFEATURES The divisionoperatessevensegmentsasfollows: commodities, containersandautomobiles. Agencies Services.Operationsare predominately focusedonthetransportation,storageandhandlingofdryliquidbulk container feedershippingoperationswithservicesspanningthefullspectrumofland-basedlogisticschainincluding Freight Servicescomprisesthegroup’s investmentsinports,terminals,integratedland-basedlogisticsand regional BUSINESS OVERVIEW noesaeetRm Revenue Income statement EBITDA Operating income Attributable income i v transaction; and Terminals Ports i s i o n a Port operations l

Stevedoring automotive) Automotive Liquid bulk (bulk and r Drybulk e v i e w s 2 302 387 234 222 2009

- Intermodal

Logistics Freight Services FFreight r e i 5 1)Growth inPortsand inearnings (10) 2 552 382 378 23(4) 243 191 eln i itrs rts n deferred and rates interest in Decline 17 189 g Rm 08Growth 2008 h %Comments % Container freight t Durable goods/ and forwarding (dry andliquid)

Automotive S Heavy lift furniture Clearing logistics logistics Bulk e r v i c operating income. resulted inadeclinerevenues and Terminals, diffi cult economicconditions entities. tax assetsraisedinloss making e s Seafreight Agencies Rail industrial services Ships agencies Container liner Rolling stock maintenance rehabilitation and leasing, Marine and operations logistics Travel Rail Grindrod Limited / Annual Report 2009 page 43

7 12

18 Total Rm 2008 2008 3 399 9,5 2 033 871 2 904 1 549 65 1 290 2 904 0,04:1 Other

Agencies

Seafreight

Rail

information Intermodal shareholder 7 13 867 11 Rm 2009 10,2 3 127 2 067 2 934 159 857 2 934 Logistics 0,08:1 1 918 Ports and Terminals 0 50 250 200 150 100 2008 ATTRIBUTABLE INCOME BY DIVISION (Rm) 2008 ATTRIBUTABLE statements annual fi nancial fi annual sustainability

Total

Other commentaries Agencies

Seafreight

Rail overview business Intermodal

nancial position Logistics

Ports and Terminals nancial ratios 2009 0 50 250 200 150 100 Number of employees Number of employees Key fi Margin (%) Margin Return on net assets (%) number of ships operated on charter Average Statement of fi Fixed assets/investments Debt/equity ratio Return on ordinary equity (%) shareholders’ Current assets Current assets Total Equity Net debt including cash Other liabilities Total equity and liabilities Total 2009 ATTRIBUTABLE INCOME BY DIVISION (Rm) 2009 ATTRIBUTABLE Freight Services reported a 17% growth in attributable income to R222 million in 2009, with the improvement in profi tability in profi income to R222 million in 2009, with the improvement in attributable a 17% growth Services reported Freight investment into the the recent ted from operations which benefi the Ports and Terminals tability from profi driven by increased cult economic conditions tability was achieved in spite of the diffi in profi expansion of terminal capacities. This improvement of 10% and operating income of 4%. The Logistics operations in particular came under which led to a decline in revenues by the weak operations, although affected The Intermodal and Seafreight for the year. with losses being reported pressure market, traded largely in line with 2008. For the detailed statutory income statement, see the segmental analysis on page 128. income statement, see the segmental For the detailed statutory 44 page Grindrod Limited / Annual Report 2009 majority ofitsshareholdings inoffshore companiesbeingconsolidatedunder aMauritian-basedholdingcompany. restructureIn thefourthquarterof2009,divisioncompletedaninternal ofitsoffshore operations thatresulted inthe RESTRUCTURES A summaryof2009capitalexpenditure andfuture capitalexpenditure commitmentsissetoutbelow: CAPITAL EXPENDITUREANDCOMMITMENTS FINANCIAL OVERVIEW (continued) DDivisional reviews - thedevelopmentandexpansionoftwoIntermodalsitesinDurban andJohannesburg. • expansionofterminalscapacityinRichards Bay;and • expansionoftheMaputocoalterminal; • Major capitalexpenditure projects include: available facilities. The divisionwouldbecapableoffundingallitsauthorisedcapitalexpenditure from current cashresources andexisting 2011.R645 millionofthecapitalexpenditure hasbeencontractedfor. expenditure ofR680millionhasbeenauthorised,whichR612isplannedtobespentin2010withthebalance of strategicoperations,whilstseekingentryintonewmarketseitherdirectly orviastrategicpartnerships.To this end,capi The divisioncontinuestopursuegrowth activities,through theexpansionofexistingoperations,orthrough theacquisition maintenance andrefurbishment operation. the re-entry into therailsectorthrough theestablishmentofRRLGrindrod (Pty)Limitedandtheacquisitionofalocomotive drybulk terminalcapacitiesinRichards BayandMaputo,expansionofautomotivestoragefacilitiesinRosslyn,Pretoria and Capital expenditure amountedtoR345millionfortheyear(2008:R513million)andrelated primarilytotheexpansionof Total Agencies Rail Logistics Intermodal Ports andTerminals i v i s i o n a l

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Freight Services Services FFreight r expenditure e i g Capital 2009 345 226 h Rm 36 62 17 7 t

S e r v 2010 i 1 8680 68 287 – 612 287 6 170 223 6 62 164 161 Rm c ––– ––– e s

((continued) c o n 2011 Rm t i n u e d commitments ) Total Rm tal Grindrod Limited / Annual Report 2009 page 45 information shareholder

statements annual fi nancial fi annual 93 86 47 248 810 10 143 48 11,5 65 2008 Growth Rm % sustainability 893 212 173 164 19,0 Rm 2009 commentaries overview business

Revenue EBITDA Operating income Attributable income Operating margin (%) Ports and Terminals comprises the group’s investment in port concessions and terminal investment in port concessions and terminal comprises the group’s Ports and Terminals comprises the investment in the Maputo Port Development operations, which currently and stevedoring operations within various Company (MPDC) and port side terminals ports in the southern African region. 24,7% interest has an effective equity accounted as Grindrod of MPDC are The results in MPDC. OPERATIONAL OVERVIEW OPERATIONAL AND TERMINALS PORTS MPDC has a concession to redevelop and operate the port of Maputo, in partnership and operate the port of Maputo, in partnership MPDC has a concession to redevelop (24,7%), the Governmentwith international of terminal operator Dubai Ports World Mozambique (49%) and local partners (1,6%). by 5,8% to 8,03 million tonnes in 2009 the port increased through Volumes bulk cargoes and containers (2008: 7,5 million tonnes) driven by demand for coal, break the achieved despite market weakness. MPDC plans to dredge with the volume growth meters to 11,0 meters to allow for 9,4 the current the draft from port in 2010 to increase the port handling capacity. entry by panamax vessels which will increase expected to continue despite planned Capacity constraints in the South African ports are an to be taken up by with new capacity forecast expansion of these facilities by Transnet, of commodity demand. Maputo in commodity exports on the continuing recovery increase seen as a key strategic port, being positioned the closest to Mpumalanga, is therefore African Gauteng and Limpopo and is ideally situated to supplement capacity in the South ports. 46 page Grindrod Limited / Annual Report 2009 asizedcoalexportfacilitywasestablished intheportofMaputowithahandling • handlingcapacityatWalvis Baywasexpandedby 130000tonnesperannum;and • capacityatthecoalandmagnetiteterminal MatolaintheportofMaputowas • capacityinRichards Baywasexpandedto6,4milliontonnesperannum.Thefuture • Specifi c detailsoftheseexpansionsin2009are asfollows: scheduled forcompletionduring2010. as at31December2009,withanadditional2,0milliontonnesperannumofcapacity Capacity inthevariousdrybulkterminalsamountedto11,97milliontonnesperannum Physicalutilisationonly. # 2010. Exitedin January * A summaryofthecurrent statusofdevelopmentsandplannedcapacityincreases are presented inthetablebelow: During 2009,Grindrod investedR215millioninthefurtherexpansionofitsterminalcapacities(2008:R272million). OPERATIONAL OVERVIEW (continued) DDivisional reviews - rbl tne)5660636 Liquid bulk(m DaresSalaam(Tanzania)* Maputosizedcoal Walvis Bay(Namibia) MaydonWharf(Durban) Richards Bay Maputocoalterminal Drybulk (tonnes) Terminals Maputo Automotive (numberofvehicles) CapeTown Durban by theendof2010. process ofbeingexpandedto650000tonnes perannumwithcompletionexpected capacity of250000tonnesperannum.Theexport ofthefacilityisin customers ona75%take-or-pay basis; completion bytheendof2010,withalladditionalexportcapacity contractedoutto capacity byanadditional2milliontonnesto6per annumscheduledfor expanded to4milliontonnesperannumwiththefurtherexpansion oftheterminal annum hasbeendelayedpendinganimprovement inmarketconditions; planned expansionofcapacitybyanadditional1,2millionto 7,6milliontonnesper i v i s i o 3 112654 ) n a l

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Freight Services Services FFreight r e i g h Utilisation in t

2 910584 1 981129 S 239 853 279 047 250 022 65482 10 045 47 172 2009 e r – # v i c e 1900013950000 11 970000 s 0 0 6400000 6000 6 400000 4 000 2000 260000 260000

5 0 650000 550000 700000 250 000 550 000 700 000 4 0 340000 340 000 capacity Current ((continued) 000– 70 000 200 52000 52 000 000 80000 80 000 c o n t i n u Planned capacity e d ) 2010 Grindrod Limited / Annual Report 2009 page 47 340 Total 340 Total South Africa 113 South Africa thousands) 3 80 80 Durban Durban information Terminals shareholder Terminals Planned capacity 65 Planned capacity DRYBULK TERMINALS DRYBULK LIQUID BULK TERMINALS 260 Utilisation in 2009 capacity Current Utilisation in 2009 capacity Current SOUTH AFRICA (tonnes millions) SOUTH AFRICA (m Bay 260 Bay Richards Richards 47 statements annual fi nancial fi annual sustainability South Africa Total outside Total commentaries sized coal Mozambique . Feasibility studies are in progress in progress . Feasibility studies are 3 overview business Planned capacity Bay Walvis DRYBULK TERMINALS DRYBULK per annum in total is being considered. 3 . Utilisation in 2009 capacity Current 3 OUTSIDE SOUTH AFRICA (tonnes millions) Maputo Grindrod also has an option to acquire a 50% interest in a a 50% interest also has an option to acquire Grindrod terminal in Maputo, at constructed multi-product recently Southcomm, an internationalcost, from trader in bulk liquid has a storage The Maputo terminal currently products. capacity of 10 000 m to determine the viability of expanding storage capacity to 50 000 m AUTOMOTIVE capacity of 52 000 an annual throughput Phase one of the Maputo car terminal was commissioned at the end of 2007 with for the Rosslyn-based original equipment vehicles per annum. This terminal was constructed to accommodate volumes the Durban car terminal. (OEM) which, under normal market conditions, cannot be accommodated through manufacturers below expectations due to a contraction in automotive volumes in the car terminal have remained through Volumes South Africa. the capacity to 150 000 units. It is planned to increase in the Maputo car terminal to Höegh Autoliners, the owner and operator of one concluded the sale of a 30% interest Grindrod of the largest automotive shipping lines in the world. Liquid bulk terminal operations are conducted in Durban Liquid bulk terminal operations are Investigating (multiproduct). (molasses) and Cape Town capacity in both on the feasibility of expanding existing operations by an additional the Durban and Cape Town 105 000 m LIQUID BULK DRYBULK in Dar es Salaam Bay and Maputo. The operation Richards Durban, Bay, conducted in Walvis are Drybulk terminal operations Further expansions export facility was established in Maputo. the year and a dedicated sized coal was discontinued during Plans for the further expansion of the Richards in progress. currently terminal are to the Maputo coal terminal and sized coal in market conditions. pending an improvement Bay coal export facility have been deferred 48 page Grindrod Limited / Annual Report 2009 Stevedoring. in Walvis Bay(Namibia)through Grindrod’s 40%heldassociatecompanyErundu and separationofbulkmineralcargoesinRichards Bayandawiderangeofstevedoring Grindrod conductsautomotivestevedoringintheportofDurban,specialisedpayloading STEVEDORING OPERATIONAL OVERVIEW (continued) DDivisional reviews - quarter of2011. handling ofbulkminerals.Theproject isexpectedtobecompletedbytheend ofthethird and washingofcontainersaswellprovide forthewarehousing ofcargoandthe owned property. Theconsolidatedsitewillhavefacilitiesforthestorage,handling, repair The developmentinJohannesburgwillinvolvetheconsolidation oftwositesontoone completed inthefourthquarterof2010. for warehousing andthehandlingofbulkminerals.Thedevelopmentisexpected tobe multipurpose facilitywhichwill,inadditiontotheexistingoperations, alsoprovide facilities The developmentinDurbanwillinvolvetheconversion of anexistingfacilitytoa proposed property developmentstobeundertakeninDurbanandJohannesburg. Further consolidationofsitesandoperationsisplannedfor 2010and2011,withtwo new businesswins. combination ofcostreduction, rationalisationandconsolidationofoperationalsites in 2009,Intermodaltradedlargelylinewith2008.Thisresult wasachievedthrough a Despite adeclineincontainertraffi c through SouthAfricanportsofapproximately 16% and leasing. that ismovedviacontainers,theroad andrailtransportofcontainerscontainersales purpose, refrigerated andtankcontainers,theprovision ofwarehousing servicesforcargo ranging from the provision ofdepotfacilitiesforthestorage,handlingandrepair ofgeneral Intermodal comprisesthegroup’s containerfreight logisticsoperationswithservices Operating margin(%) Attributable income Operating income EBITDA Revenue i v i s i o n a l

r e v i e w s 2009

544 Rm 7,0 - 33 43 65

Freight Services Services FFreight r e i g h 08Growth 2008 1 6 511 m% Rm , (10) 7,8 23 7 – 32 40 66 t

S e r v i c e s

((continued) c o n t i n u e d ) Grindrod Limited / Annual Report 2009 page 49 information shareholder statements annual fi nancial fi annual 8630 (125) (220) Rm % 797135 (12) (74) 10,8 (120) 2008 Growth sustainability 35 Rm (22) (36) 697 (3,0) 2009 commentaries overview business EBITDA Operating income Attributable income Operating margin (%) Revenue Logistics comprises the group’s land-based transport, distribution and clearing and Logistics comprises the group’s operations. forwarding by the transport operations tability in 2009 was driven primarily cant decline in profi The signifi trading in the durable goods, automotive and mineral sectors experienced sharp where in light of been rationalised and restructured declines. The transport operations have tability in a return to profi expecting to result lower market volumes with this restructuring operations also came under pressure tability in the clearing and forwarding in 2010. Profi of the Rand. of a combination of declining volumes and the strength in 2009 as a result DURABLE GOODS/FURNITURE total supply chain Durable goods/furniture is a small distribution operation offering ce, hospitality and domestic of offi importers and retailers solutions to the manufacturers, furniture within the Southern The market segment in which this business region. African weak consumer demand. The during 2009 in line with under pressure operates remained cantly restructured. operation has been signifi BULK TRANSPORTATION for much of depressed Drybulk transportation of minerals and soft commodities remained eet capacity being available of global economic weakness and excess fl 2009 as a result in the fourth improved Trading cant pricing and volume pressure. in signifi which resulted demand for minerals and is expected to continue to quarter of 2009 on recovering in 2010. improve a result Liquid bulk transportation also saw a marginal decline in volumes in 2009 as is Trading of general economic weakness, with pricing also coming under pressure. into 2010. expected to continue to improve The automotive market declined further in 2009, with new vehicle sales declining 25%, The automotive market declined further South Africa also export of new vehicles from following a 21% contraction in 2008. The declined by 38% in 2009. number of operators in the automotive ferry This market has led to the exit of a large in Auto Carriers gaining market share. industry during 2008 and 2009 which has resulted in the improvement the projected t from well placed to benefi The business is therefore domestic and international for new cars in 2010. demand AUTOMOTIVE 50 page Grindrod Limited / Annual Report 2009 line withglobalmarketweaknessandthestrength oftheRand. range ofblue-chipimportersandexporters.Volumes andprofi tability declinedin2009 forwarders andcustomsbrokers inSouthAfrica,enjoyingstrong relationships withawide and KapeleFreight andLogistics(Pty)Limited.Thecompanyisoneofthe largestfreight operatingunderthebrand namesofRöhlig-Grindrod (Pty)Limited Co. Internationale, The group’s clearingandforwarding businessisa50% jointventure with Röhligand CLEARING ANDFORWARDING and abroad. positioned itselftosecureAfricanregion theinstallationofwindturbinesinsouthern particularly intherenewable energysectorwhere Vanguard Rigging(Pty)Limitedhas of infrastructure projects, thebusinesscontinuestooffer attractivegrowth opportunities, logistics andengineering.Althoughbusinessdeclinedin2009linewiththescalingback team ofthebusiness.Thecompanyisregarded asaleaderinitsfi eld ofheavyproject Vanguard Rigging(Pty)Limited isa50%jointventure withtheexecutivemanagement HEAVY LIFTLOGISTICS the seafreight jointventure withLauritzenCoolLogisticsS.A.inthesecondhalfof2009. The operationre-entered the seafreight marketsegmentontheexitofgroup from the year. demand forperishableproductsandastrong internationally Randpersistingformostof freight consolidationservice.Profi tability remained fl at in2009onthebackofadecline predominately byair, bothdomesticallyandinternationally, aswellproviding anexpress Perishable CargoAgentsspecialisesintheclearingandforwarding ofperishableproducts, PERISHABLE CARGOAGENTS OPERATIONAL OVERVIEW (continued) DDivisional reviews - i v i s i o n a l

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Freight Services Services FFreight r e i g h t

S e r v i c e s

((continued) c o n t i n u e d ) Grindrod Limited / Annual Report 2009 page 51 information shareholder statements annual fi nancial fi annual 45 – 131135 (7) (7) (97) Rm % Rm % 101 (77) 11,4 14 2008 Growth 2008 Growth sustainability 4 3 1 45 23 Rm Rm 13,0 2009 2009 commentaries overview business Revenue EBITDA Operating income Attributable income Operating margin (%) Attributable income Grindrod re-entered the rail sector through the conclusion of a joint venture with Solethu of a joint venture the conclusion the rail sector through re-entered Grindrod in the establishment of a BEE rail company, Investments (Pty) Limited which resulted locomotive leasing, rail operations and (Pty) Limited. This business provides RRL Grindrod business was formed to house the locomotive shunting services. In addition, a separate specialising the acquisition of a business enhanced through eet which was subsequently fl these businesses and Through and rebuilds. in locomotive maintenance, refurbishment to customers. The business will be offered other strategic alliances, a holistic rail solution public-private-partnerships and its existing base and through off is well placed to grow available. concession opportunities should they become Seafreight comprises Grindrod’s investment in seafreight operations, currently comprising operations, currently investment in seafreight comprises Grindrod’s Seafreight the investment in Ocean Africa Container Lines (Pty) Limited (OACL), which is accounted for as an associate. with Safmarine, operating liner services in the southern OACL is a 49% held joint venture between Nacala in the east and Luanda in the west. African region contraction in handled in 2009 declined 16% to 145 698 TEU in line with the Volumes as freight volumes in the southern with margins coming under pressure African region tability rates declined. Despite the contraction in volumes and rates, OACL maintained profi eet the negotiation of lower charter rates on vessels, fl levels in line with 2008 through ciencies. and general operational effi scheduling integrity improved reductions, the business in 2010, however, under pressure expected to remain volumes are Seafreight the ongoing cost savings initiatives and improved t from is expected to continue to benefi scheduling integrity. 52 page Grindrod Limited / Annual Report 2009 equipment from overseas,particularlySingapore. making itmore economicalformanyshipownerstosource technicalservicingand performance despitethediffi cult tradingconditionswiththecontinuedRandstrength The marineandindustrialservicesbusiness,previously knownasUnilog,reported asolid rationalisation ofanumbertheoperations. economic conditions,resulting intheclosure ofthe PortElizabethbranchandthe Grindrod Travel suffered from thegeneralcutbackinbusiness travel causedbythe forwarding ofexportbulkcargoes. particularly inthecoalexportmarkettoAsiansub-continentandonclearing and againgeneratedrecord revenue fortheyearwithanumberofnewaccountssecured, On apositivenotethenon-linersectionscontinuedgoodgrowth achievedin2008 served formanyyears. to amendsailingschedulesandinsomecaseswithdrawfrom servicesthathavebeen Volumes oncertaintraderoutes declinedtosuchalevelthatlineroperatorswere forced contributed todecliningrevenue onthelinerside. decline inbothvolumesandfreight rates,whilstthestrengthening oftheRandfurther Ships Agenciesaspredicted inthe2008report, were adverselyaffected byasharp and operatorsintheworld. Africa,representingsouthern manyoftheworld'slargestandmostrespected shipowners The Agenciesdivisionremains wellpositionedtocontinueitsprominent positionin DDivisional reviews - Operating margin(%) Attributable income Operating income EBITDA Revenue i v i s i o n a l

r e v i e w s 2009

268 Rm 7,5 - 21 20 23

Freight Services Services FFreight r e i g h 08Growth 2008 178 51 m% Rm , (11) 8,4 t 5(16) 35 25 15 33 17

S e r v i c e s

((continued) c o n t i n u e d ) Grindrod Limited / Annual Report 2009 page 53 information shareholder s e c i v r by increased fee income by increased portfolio provision raised against advances portfolio provision book e statements % Comments annual fi nancial fi annual S

l Growth Growth a i c 94 45 compensated for margin pressure Interest 4645 17 16operating overheads and general Increased 35 3 45 81 Rm 133 539 286 n 2008 1 197 1 547 1 914 1 914 a sustainability n i FFinancial Services 54 52 36 82 49 Rm 136 111 388 333

2009 - 1 571 1 770

s w commentaries e i v e r Asset Retail

nance fi l banking Treasury Corporate Corporate management overview business a n nancial position o i

s i v

i Financial Services Revenue EBITDA Income statement Operating income Attributable income assets Current Statement of fi Fixed assets/investments Bank loans, advances and liquid assets Net cash including debt assetsTotal 2 152 Equity Other liabilities Bank deposits equity and liabilitiesTotal 2 152 FINANCIAL OVERVIEW • levels; deposits at record • in earnings; growth and • no bad debt. 2009 KEY FEATURES

BUSINESS OVERVIEW segments as follows: ve in fi The division operates Divisional reviews - reviews DDivisional 54 page Grindrod Limited / Annual Report 2009 solutions to the South African wage earning population. solutions totheSouthAfrican wage earning itsinclusionintheNationalPaymentsSystem(PASAWith andBankServ),theretail divisionoffers card-based payment RETAIL advice; structured fi nance; regulatory complianceandprivateequity. transaction executionservicescomprising:capitalraising;listings andinitialpurchase offers; mergersandacquisitions;BEE The divisionprovides clientswiththehigheststandard ofindependent,objectiveandinnovative corporatefi nance adviceand global networkofspecialiststoadvisemid-marketcompanies oncross-border acquisitionanddisposalopportunities. The corporatefi Africanrepresentativenance divisioncontinuestoactasthesolesouthern usingthis ofM&AInternational, CORPORATE FINANCE Deals are evaluatedandtailored onacase-by-casebasis. fi nancial packages.Theseincludecorporate lending,specialisedproperty solutions,tradefi nance andinvoicediscounting. The specialistlendingdivisionfocusesprimarilyonthecommercial andindustrial property sectorsandoffers arangeofflexi CORPORATE BANKING The Bankwillcontinuetoacquire strong intellectualcapitalasitgrows itsoperationsinDurban,CapeTown andJohannesburg. in 1994,theBankhasmatured intoacompetitivenichebank. Grindrod Bank Limitedisaregistered fi nancial servicesprovider, regulated bytheSouthAfricanReserveBank.Established OPERATIONAL REVIEW FINANCIAL OVERVIEW (continued) DDivisional reviews - climate. The Bankhasmaintaineditsinvestmentgraderatingandlevelsofassetsundermanagementdespiteadiffi cult economic seek wellpricedlending. requirement. Thecomfortableliquiditysurplus,generatedfrom increased depositlevels,willcontinuetoallowtheBank It achieveditsaimsofgrowing thelendingbook,whilemaintainingacapitaladequacyratiowellaboveregulatory The ongoingconservativeapproach tocredit andliquiditymanagementhasalsoresulted innobaddebtsfortheBank. market rateshavecontributedtorecord depositlevelsfortreasury. The Bankremains wellfundedandstrongly supportedbyastableandgrowing depositbase.Consistentlycompetitivemoney Bank levelwas15%. lending, corporatefi nance andtreasury activities.Profi t growth before consolidationadjustmentsandgeneralprovision at Consolidated Bankprofi ts grew 3%yearonyear, largelyattributabletostrong feeincomefrom property fi nance, corporate Number ofemployees Capital adequacyratio(%) onordinary shareholder’sReturn equity(%) Key fi i v nancial ratios nancial i s i o n a l

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Financial Services Services FFinancial i n a n c i a l

S e r v i c e s 2009 14,2

72 12 ((continued) c o n t i n u e d ) 2008 16,5 65 12 ble

Grindrod Limited / Annual Report 2009 page 55 t lic nclude information shareholder statements annual fi nancial fi annual sustainability commentaries overview business The Grindrod Investments Trust invests in guaranteed preference shares (underwritten by A1+ rated banks and life assurance (underwritten by A1+ rated shares preference invests in guaranteed Investments Trust The Grindrod yield. tax-exempt dividend a regular houses), providing not are Capital values shares. in listed preference Fund invests predominantly Share ed Preference Diversifi The Grindrod of tax-exempt dividends. guaranteed and income is paid in the form with the launch offering Asset Management, expanded its product division, housed within Grindrod The investment products estate 2009. The South African domiciled unit trust fund invests in real Income Fund in April Global Property of the Grindrod cant return on investment. The division intends initial investors with a signifi assets and has exceeded expectations providing of 2010. during the course addition of new products with the trend to continue its positive growth TREASURY and administration, i As well as facilitating deposit growth functions and products. supports a variety of the Bank’s Treasury organisations. Institutional fund management securities portfolios. Responsibilities i estate c focus on real with a specifi The division also runs institutional portfolios, estate securities the allocation of real clarity on benchmarking, providing all aspects of fund management and administration, objectives while determining an acceptable level of risk. within a portfolio and mapping investment Investment products liquid, high-yielding secure, which provide products, manages a portfolio of unit trusts and structured Investment products clients. investments for individual and corporate and options, single stock instruments such as index futures also runs a varied derivatives operation, which accesses broking exchange futures. (FRAs) and foreign rate agreements rate swaps, forward and options, bonds, interest futures ASSET MANAGEMENT fund management business, namely private clients, institutional of the Bank’s areas encompasses three Asset management and investment products. Private clients history of managing the assets and private clients is a complete wealth management service with a successful Grindrod pub net worth individuals, trusts, companies, educational institutions, charities and of high nancial affairs structuring the fi 58 page Grindrod Limited / Annual Report 2009 quantifi able environmental objectivesandtargets. Progress wasalsomadewithsettingachievableand been normalisedandintegratedwithfi nancial information. new sustainabilityKPIshavebeenintroduced anddatahas Where possible year-on-year trend datahasbeengiven, (KPIs) across the ESGspectruminyearunderreview. and reporting ofsustainabilitykeyperformanceindicators Signifi cant improvements were madeinthemeasurement and industry. Areferenced GRI Indexisfoundonpage104. been adaptedtoaddress issuesspecifi c tothebusiness the GlobalReportingInitiative’s G3guidelines),buthasalso the standard for corporatesustainability(andinparticular and criteriadevelopedbythevariousagencieswhichset in theannualreport. Thereport hasdrawnonguidelines duplicated inthissectionastheseare covered elsewhere the corporateprofi le, strategy, andriskare governance not Certain aspectsrelevant toasustainabilityreview, suchas page 89. are outlinedin theenvironmental performancesectionon specifi c toenvironmental andclimatechangeperformance company activities.Furtherreporting boundaryconsiderations financial yearending31December 2009andcoversallgroup and performancerelating toitsactivitiesintheseareas forthe The sustainabilityreview coversGrindrod’s policies,practices reporting. (ESG) considerationsintofi nancial managementand greater integrationofenvironmental, socialandgovernance forSouthAfrica("Kingiii"),whichcalls on Governance annual report, inlinewiththerevised KingCodeandreport Grindrod’s annualsustainabilityreview formspartofthe SSustainability review u s t a i n a 29 9

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Providers ofshare capital Taxation onincome Employee remuneration andservice benefi

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16 0 O r 1 D 0 e v 32 6 i e w DISTRIBUTION OFWEALTH (%) improved allocationofcompanyresources intermsof • signifi cant progress withthecompany’s broad-based• strengthening thecompany’s ethicspoliciesand • re-admission totheJSE'sSociallyResponsible • Sustainability performancehighlightsinclude: group companies. verification ofenvironmental KPIdatacollatedfrom Grindrod consultants were engagedtoconductselectedinternal been usedforthisreport,environmental althoughexternal The servicesofanindependentverifi cationagencyhavenot ts the environment. – thetwodivisionswithbiggestdirect impactson (EMS) withintheShippingandFreight Servicesdivisions of ISO14001environmental managementsystems Services divisionsitesandacceleratedimplementation environmental riskauditprogramme coveringallFreight the Freight Services division;thecommencementofan health, safetyandenvironment (HSE)managerwithin (reporting tothe CEO),theappointmentofasenior-level group environmental andclimatechangecommittee including theestablishmentofcompany’s fi rst environmental andclimatechangeriskmanagement, black economicempowerment(B-BBEE)strategy;and across the group; management strategy, whichisnowbeingrolled out facility introduced inApril2009andanewfraud managed byDeloitteandTouche, awhistleblower practices, includingtheintroduction ofanEthicsHotline, Investment (SRI)Index; Accumulated profi Depreciation Providers ofloancapital

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0 O 1 D 0 15 26 6 Grindrod Limited / Annual Report 2009 page 59 information shareholder statements annual fi nancial fi annual integrity of: – risk management and internal controls; – orientation and evaluation; selection, director – executive and general remuneration; – external and internal communications; and senior management level. • the the policy and models applied to ensure determines • at succession planning is appropriate that there ensures however, meetings is eight directors, The quorum for board generally planned well in advance and full meetings are attendance is always expected. and function of chairman and chief executive The role The chairman, group. separate in the Grindrod cer are offi considered but is not I A J Clark is a non-executive director, and unexercised independent due to his shareholding during his term as awarded options which were share is of the view that his The board cer. chief executive offi business skills vast shipping experience and overall his arising from overwhelmingly outweigh any issues lack of independence. perceived and information is supplied with all relevant The board records, information, access to all group has unrestricted to directors which enables the documents and property, Information adequately discharge their responsibilities. ned and non-executive directors well defi needs are have full access to management and the company secretary. is in place for new directors, An induction programme which includes an induction book, consultation with each divisional executive and site visits. The cost of attending externalappropriate training courses is paid by the company. of the At each annual general meeting at least one third These retiring the board. from by rotation retire directors By convention themselves for re-election. may offer directors at 60 or 63 years the board from retire executive directors of age depending on their contracts, whilst non-executive at the annual general meeting following their retire directors 70th birthday. contract was extended in 2009 at the discretion R A Norton’s 70 years of age. He will after he had reached of the board, forthcoming annual general meeting. at the retire operating of major local and offshore of directors The boards and senior subsidiaries comprise executive directors operating of major offshore management. The boards e sustainability c n a n r e v commentaries o g

e t a overview business r o p

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all relevant laws, regulations and codes of business laws, regulations all relevant practice; to itself and delegating other matters to executive management in terms of a limits of authority framework; business plan; the group approves management; established to assist in the discharge of its duties; to the group; nancial issues relevant es non-fi and identifi The Grindrod board comprised 16 directors at comprised 16 directors board The Grindrod 15 following the 31 December 2009 and now stands at have of N T Y Siwendu. Non-executive directors resignation experience. Six of the a diversity of skills and commercial independent. considered are eight non-executive directors are directors Details of the non-executive and the executive shown on pages 6 to 9 of this report. meets at least four times a year and additional The board necessary. held whenever it is considered meetings are held in 2009. The meetings were special board Two and set out in a charter are of the board responsibilities its operations to annually review is required the board against the charter framework. The charter is available on for effective the website. In assuming ultimate responsibility takes the board and leadership of the group control for the following: responsibility • complies with as far as possible that the group ensures c powers specifi reserving materiality, nes levels of • defi to all strategic matters and annually gives direction • monitors implementation of the business plan by • • committees performance of the various board reviews • of the group monitors key risk and performance areas BOARD OF DIRECTORS

INTRODUCTION and enhanced its good has maintained group The Grindrod corporate governance and continues to review standards both locally and internationally. and emerging trends current subscribes to the principles and code of The board JSE Limited (JSE) conduct incorporated in King III and the has An apply or explain approach Listings Requirements. and the full extent of King III been initiated in this report in the 2010 report. will be covered requirements has maintained its “good” rating in the 2009 Grindrod 100 of the Top survey of annual reports Ernst & Young Listed Companies on the JSE. Corporate governance CCorporate 60 page Grindrod Limited / Annual Report 2009 recommendations totheboard onsuccession,trainingand replacements. The nominationcommitteeannually reviews theboard’s performance,structure, sizeand composition andmakes SUCCESSION PLANNING shares. Thetradesare timeouslydisclosedtotheJSEandtheyare tabledatthefollowingboard meeting. Directors are required tonotifythecompanysecretary inwritingimmediatelyfollowinganytransactioninvolvingthecompany’s The companysecretary communicatesonaregular basis withtheboard onthestatusofdealingincompany’s shares. thetimedeclared asaprohibited periodintermsoftheJSEListingsRequirements. • anyperiodwhentheyare aware ofanynegotiationsordetailswhichmayaffect theshare price;or • theperiodfrom theendofinterimandannualreporting periods,totheannouncementofinterimandannual • Directors andallgroup employeesare notpermittedtodealdirectly orindirectly intheshares of thecompanyduring: information onthegroup maydealdirectly orindirectly inGrindrod securities. In linewithbestpracticeandtheJSEListingsRequirements, nogroup director oremployeewhohas pricesensitiveinside INSIDER TRADING # Participationviaaconferencecallfacility. The mainboard metsixtimesduringtheyearandattendancewasasfollows: BOARD ATTENDANCE led bythechiefexecutiveoffi cer. The Grindrod executivecommitteeisresponsible fortheoperationalandstrategicmanagementofgroup. Thisteamis subsidiaries aswellthatofGrindrod BankLimitedincludeindependentnon-executivedirectors. CCorporate governance ug apitdDcme 09 / / / / / n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a S DMZungu(appointedDecember2009) n/a L RStuart-Hill n/a A FStewart N TYSiwendu(resigned January2010) n/a D ARennie n/a D APolkinghorne n/a A KOlivier R ANorton T JMcClure J GJones M JHankinson(appointedDecember2009) I MGroves W DGeach M RFaku(appointedDecember2009) I AJClark H Adams results; or o r p o r a t e

g o v e r n a n c e 5Fb2 a 9Jl 9Ag9Ot18Nov 9Oct 19Aug 29July 20May 25 Feb 0920 0920 092009 2009 2009 2009 2009 2009

((continued) c ✓✓✓✓✓✓ ✓✓✓✓✓✓ ✓✓✓✓✓ ✓✓✓✓✓✓ ✓✓✓✓✓✓ ✓✓✓✓✓✓ ✓✓✓✓✓✓✓✓ ✓✓✓✓✓ ✓✓✓ ✓ ✓✓✓✓✓✓ ✓✓✓✓✓✓ ✓✓ o n pca Special Special t i n u  e d )  ✓ ✓  # #   ✓ ✓

Grindrod Limited / Annual Report 2009 page 61  ✓✓ ✓✓✓ ✓✓ n/a 2009 2009 2009 information shareholder 23 Feb 19 June 18 Aug statements annual fi nancial fi annual R A Norton W D Geach (appointed June 2009) I M Groves (chairman) I M Groves The committee held four formal meetings during the year, four formal meetings during the year, The committee held the convened to focus on strategy, with additional sessions and succession planning. development of key management cer in guiding the chief executive offi The committee assists of the business of the and managing the overall direction monitors business performance and acts as a company, between medium of communication and co-ordination The companies and the board. business units, group strategic planning executive committee also held a two-day during 2009. meeting with key operational management The committee will in the future be elected by members at The committee will in the future of the annual general meeting in terms of the requirements the new Companies Act. REMUNERATION/NOMINATION COMMITTEE REMUNERATION/NOMINATION committee has a remuneration/nomination The board to assist in governance to executive related matters cation of succession planning and identifi remuneration, The chairman, suitable candidates to serve on the board. all non-executive R A Norton and members, who are The chief executive appointed by the board. are directors, cer is not a member of the committee but attends offi feedback on individual performances meetings to provide information. and other relevant approved The committee has formal terms of reference for the assessment and and is responsible by the board AUDIT COMMITTEE reviewing of audit committee performs the role The group nancial fi and internal risk management procedures controls, of the an independent non-executive I M Groves, results. serves as chairman of the committee. The audit group, c terms in line with specifi ls its responsibility committee fulfi and in terms of section 270A (f) of the Corporate of reference is set report Laws Amendment Act. A full audit committee out on pages 65 to 66. The internal and external auditors have full access to the committee. times during the year and The audit committee met three attendance was as follows: sustainability commentaries overview business functional issues; • strategy and policy; and formulation of the group • initiatives. alignment of group EXECUTIVE COMMITTEE The executive committee comprises the seven executive and J B McIlmurray. directors had delegated a wide range of matters relating The board management to the executive committee to the company’s including: • nancial, strategic, operational, governance, risk and fi The board has an executive committee, audit committee The board committee. Members and a remuneration/nomination appointed by are and the chairmen of these committees as has no separate risk committee, The board the board. as a whole with an this function is dealt with by the board risk assessment and annual meeting dedicated to a group quarterly risk updates. For the purposes of good governance and in compliance Grindrod with South African Reserve Bank requirements, committees which include: Bank has its own board • Audit and Compliance; • Remuneration; Affairs; • Directors' • Risk and Capital Management; • Risk; and Credit • Asset and Liability. BOARD COMMITTEES DIRECTORS' INDEPENDENCE than half the non-executive more In line with best practice, remuneration/nomination independent. The are directors and composition of the board the committee reviewed and directors particularly the composition of non-executive M J Hankinson, concluded that H Adams, W D Geach, independent R A Norton and S D M Zungu are I M Groves, in as contemplated of Grindrod non-executive directors Practices sub-section 2.4.3 of the King Code of Corporate the JSE Listings and Conduct and paragraph 3.84(f) of Requirements. of the B-BBEE partners the interest M R Faku represents has (South Africa) (Pty) Limited, which interest of Grindrod his independence. Reference the potential to compromise 59. is made to the chairman's status on page of the company is A brief curriculum vitae of each director published on pages 6 to 9. 62 page Grindrod Limited / Annual Report 2009 following year. and approves thegroup riskmanagementplanforthe on thereview ofthegroup riskmanagementprocess separate annualmeetingoftheboard isheldwhichfocuses to thequarterlyassessmentsofriskatboard meetings,a the potentialimpactsandtosetrisktolerancelevels.Further implementing aneffective process toidentifyrisk,measure The fullboard isresponsible forriskmanagementand however, ittakesfullresponsibility forriskmanagement. The board has notappointedaseparateriskcommittee, RISK MANAGEMENT during theyearandattendancewasasfollows: The remuneration/nomination committeemetfourtimes for re-election. who retire intermsofthecompany’s articlesofassociation, account. Inaddition,thecommitteerecommends directors, they arise,takingskills,experienceanddemographicsinto additional directors or tofi ll anyboard vacancieswhen nominating candidatesforapproval oftheboard as The committeeisalsoresponsible foridentifyingand set outintheremuneration report onpage69. an overviewofremuneration andincentivephilosophies,is directors andsenioremployees.Thesedetails,togetherwith granting ofcash-basednotionalshare optionstoexecutive fees forthenon-executivedirectors andrecommends the packages ofthemembersexecutivecommittee, In particular, itreviews anddeterminestheremuneration approval ofabroad remuneration strategyforthegroup. CCorporate governance I MGroves I AJClark (chairman) R ANorton o r p o r 4Fb2 a 9Ag18Nov 19Aug 20May 24 Feb a 0920 092009 2009 2009 2009 t e ✓✓✓✓ ✓✓✓✓ ✓✓✓✓

g o v e r n a n c e

((continued) CORPORATE SPONSOR Durban andCapeTown duringFebruary2010. presented to the investmentcommunityinJohannesburg, and CapeTown inAugust2009andthefi nal results were The 2009interimresults were presented inJohannesburg www.grindrod.co.za isalsousedforthispurpose. institutional investorsandanalysts.Thegroup's website addition, managementregularly meetwithmajor analysts, employeesandotherstakeholders.In and visionthrough regular presentations toinvestors, The group communicatesitsstrategy, performance RELATIONS WITHSTAKEHOLDERS against materialmisstatement and loss. systems are designedtoprovide reasonable assurance and operationalcontrol control systems.Theinternal The board isresponsible forthegroup’s fi internal nancial INTERNAL CONTROLS to beagoingconcern. have noreason tobelievethatthegroup willnotcontinue in preparing theannualfi nancial statements.Thedirectors records basiswasadopted maintained.Thegoingconcern standards havebeenappliedandadequateaccounting present thestateofgroup. Appropriate accounting in thepreparation ofthefi nancial statements,whichfairly and prudentjudgementsestimates,havebeenused policies, consistentlyappliedandsupportedbyreasonable thereon. Thedirectors believethatsuitableaccounting auditing thefi nancial statementsandproviding theiropinion fi nancial statements.Theauditorsare responsible for and thefi nal approval ofthegroup interimandannual The directors are responsible foroverseeingthepreparation GOING CONCERN legislation. who ensures compliance withapplicableprocedures and access totheadviceandservicesofcompanysecretary and tobefi t andproper fortheposition.Alldirectors have perform hisdutiesinaccordance withapplicablelegislation The board considers thecompanysecretary tobequalified to COMPANY SECRETARY sponsor willbeengaged. of majorcorporateactions,theservicesanindependent compliance withtheJSEListingsRequirements. Inthecase Grindrod Bank Limitedactsasthecompany’s sponsorsin c o n t i n u e d ) Grindrod Limited / Annual Report 2009 page 63 information shareholder statements annual fi nancial fi annual management changes have occurred; management changes management, project expenditure, procurement, approval and compliance with group nancial reporting fi framework; of systems; has been a change or revision there of any business or operation. sustainability and “green IT” principles; sustainability and “green business continuity; and infrastructure. the business; and ability to reporting ease of operation, improved knowledge; share for achieving environmental that has excellent properties use of power and air reduced guidelines through conditioning; and • senior where acquisitions and any businesses new • including the tendering process, reviews, capital project • IT governance where and post implementation reviews, • and monitoring; and ethics line reporting • le risk profi is a change in the there where ad hoc reviews used for certain specialist External are service providers including taxation, information technology and any reviews a particular skills set. other assignment requiring INFORMATION TECHNOLOGY GOVERNANCE INFORMATION ned by King III Information technology (IT) governance defi focuses on four major areas: alignment with business, including strategic • • value delivery of IT services and systems; • IT assets and assure risk management to safeguard • management optimising IT knowledge and resource to achieve has implemented a number of projects Grindrod of corporate compliance and maintain high standards governance, such as: • ned by and execution of IT strategies defi development • to ensure the group alignment of systems throughout • centralisation of IT facilities onto a large virtual system • plans. well documented and tested disaster recovery will planned in 2010, which a number of projects are There and exceed basic IT systems meet that the group’s ensure of governance aligned to operational and are requirements strategic objectives. sustainability commentaries overview business included at least once during a three-year cycle and included at least once during a three-year cant auditable risks; incorporating all the signifi previous audit reports and management letters issued audit reports previous by external of taxation, fraud auditors, the completion and internal risk assessments, fraud health control policy standards checks and compliance with the group framework; approval document and group • all businesses are risk-based coverage whereby King III has re-affi rmed internal a strategic function audit as King III has re-affi corporate and an integral component of an organisation’s is committed governance group framework. The Grindrod to good corporate governance and acknowledges the of an independent internal audit function important role discharging its in assisting the audit committee in responsibilities. internal and functions in The Grindrod audit is mandated by charter which describes its purpose, terms of an approved All internal audit activities are authority and responsibilities. performed in compliance with International Internal Audit by required practice and the methodology and standards the SA Institute of Internal Auditors. internal audit The primary objective of the Grindrod in the the board function is to assist management and achieved This is execution of their responsibilities. effective to the assurance with regard reasonable by providing place to in and adequacy of the controls effectiveness manage the risks facing the organisation. A risk-based internal is fundamental audit approved via the audit management and the board, in providing ciency effi committee, with an assessment of the adequacy, governance of the control, and risk and effectiveness management processes. annually together Internal prepared audit coverage plans are by the audit committee. with management and approved used ensures The methodology and risk-based approach adequate receive that all businesses within the group coverage and includes: • of the follow up of generic coverage, consisting INTERNAL AUDIT The principal features of the group’s internal fi nancial internal fi of the group’s The principal features on report nancial director’s in the fi covered are controls page 22. 64 page Grindrod Limited / Annual Report 2009 Grindrod Ethics Offi cer. to thecustodianofGrindrod CodeofEthics,the Employees orotherscanreport unethicalorriskybehaviour taken. which requires peopletotakefullownershipofactions being fairinthewaywetreat peopleandaccountability, professionalism inourservicedeliverytocustomers, the environment, operatingwithintegrity, actingwith core values include respect forcompanyassetsand standards and complianceprocedures. Thegroup’s communicate tonewemployeesthegroup’s values, An importantelementoftheinductionprocess isto in 2010. which theydeal.Thecodeistobereviewed andupdated stakeholders oftheintegritygroup companieswith to-day decisionsandtohelpassure customersandother designed toraiseethicalawareness, actasaguideinday- Ethics SAdirectly ontelephone0123422799.)Thecodeis member. (Ifanypersonhasquestions,theycancontact of SouthAfrica,whichthecompanyisanorganisational group’s CodeofEthicsisendorsedbytheInstitute behaviour isparamounttoachievingthisobjective.The to customersanddeemthatahighstandard ofethical The group iscommittedtoproviding excellentservices ETHICS CCorporate governance o r p o r a t e

g o v e r n a n c e

((continued) -al [email protected] Website: www.tip-offs.com 0800213118or+275715329 E-mail: Telephone: Postal address: Grindrod. of DeloitteandTouche andistherefore independentof Anonymous®, involvestheprofessional servicesfi rm the spectrumofgroup activities.Theservice,Tip-offs [email protected] upwithfraudawareness presentations across A whistleblowerservicewasintroduced inApril2009and +27313659116 E-mail: Telephone: POBox1,Durban,4000 Postal address: www.grindrod.co.za. The corporatemanualisavailableonthewebsite Promotion of AccesstoInformationActof2000. Grindrod has compliedwiththerequirements ofthe ACCESS TOINFORMATION c o n t i n u e d Umhlanga Rocks,4320 Freepost KZN 138, Anonymous, Tip-offs ) Grindrod Limited / Annual Report 2009 page 65 information shareholder statements annual fi nancial fi annual nancial controls and internal audit nancial controls disclosed in the notes of the annual report; disclosed in the notes South of the provisions complies with the relevant African Companies Act and King III; and Touche; the content practices and internal audit of the company, the internalnancial statements, or auditing of its fi of the company and any other related nancial controls fi matters; control, nancial accounting policies, fi the company’s and and reporting; records nancial statements. of the fi in the preparation premise for approval; performance of the internal audit function/department and compliance with its mandate; assurance receiving including nancial control internal fi management, internalfrom audit and external audit; and process; detecting fraud. • as and Touche determined the fees paid to Deloitte • terms of engagement; determined Deloitte and Touche’s • of Deloitte and Touche believes that the appointment • all non-audit service contracts with Deloitte approved • to the accounting no complaints relating received • on matters concerning made submissions to the board • with the adoption of the going concern concurred REGULATORY COMPLIANCE REGULATORY The audit committee has complied with all applicable legal, and other responsibilities. regulatory DELEGATED DUTIES DELEGATED Internal fi The committee has: • the internal charter and recommended audit reviewed and evaluated the independence, effectiveness • • system of of the company’s the effectiveness reviewed • cant issues raised by the internal audit signifi reviewed • and for preventing and procedures policies reviewed and assurances obtained, we Based on the processes effective. are nancial controls believe that the internal fi The internal access to the audit manager had unrestricted audit committee chairperson. t sustainability r o p Jun 2009 e r

e commentaries e t t i CA(SA), FCIS m m overview business o c

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Touche who, in our opinion, is independent of the Touche the responsible as Waller and Andrew company, partner; Name (chairman)I M Groves R A Norton CA(SA)W D Geach cations Qualifi Feb 1998 BA, MA, FIBSA Appointed BA LLB, MCom, Aug 1999 In the execution of its statutory duties during the past the audit committee: nancial year, fi • Deloitte and nominated for appointment as auditor, STATUTORY DUTIES STATUTORY MEETINGS meetings during the period. The audit committee held three ected on page 61 of Attendance at these meetings is refl this report. TERMS OF REFERENCE terms of reference The audit committee has adopted formal and of directors by the board that have been approved nancial year in fi has executed its duties during the past with these terms of reference. accordance Composition independent non-executive The committee consists of three directors. comprised: At 31 December 2009, the audit committee In addition to having specifi c statutory responsibilities, c statutory responsibilities, In addition to having specifi of of the board the audit committee is a subcommittee advising and making through It assists the board directors. nancial internalnancial reporting, fi on fi recommendations external controls, and internal audit functions and statutory compliance of the company. and regulatory REPORT IN TERMS OF SECTION 270A(F) OF THE IN TERMS REPORT AS 1973, ACT, COMPANIES SOUTH AFRICAN AMENDED Audit committee report AAudit committee The chairman, chief executive offi cer, the group fi nancial fi the group cer, The chairman, chief executive offi the external from auditors and representatives director also attend the audit committee meetings. The internal and external access to the audit auditors have unrestricted the to serves as secretary secretary committee. The group committee. 66 page Grindrod Limited / Annual Report 2009 keyaccountingandauditjudgements; • majorissuesthatarose duringtheauditandtheir • DeloitteandTouche’s overallworkplanfortheyear; • theareas ofresponsibility, associateddutiesandscope • we received: regard auditprocess,With totheoversightofexternal therobustness andperceptiveness ofDeloitteand • DeloitteandTouche’s fulfi lment oftheagreed auditplan • reviewed: To assesstheeffectivenessauditors,we oftheexternal theoverallextentofnon-auditservicesprovided by • areport from DeloitteandTouche describingtheirpolicy • thearrangementsforday-to-daymanagementof • auditstaff changesinkeyexternal Deloitteand • throughout theyear. To fulfi l thisresponsibility, wereviewed: and Touche andissatisfi ed thattheywere independent The committeehasconsidered theindependenceofDeloitte EXTERNAL AUDIT committeeAAudit report resolution; of theaudit; judgements. Touche intheirhandlingofthekeyaccountingandaudit and variationsfrom theplan;and Deloitte andTouche. and to identify, report andmanageanyconfl icts ofinterest; audit relationship; Touche’s auditplan; u d i t

c o m m i t t e e

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((continued) c o Deloitte andTouche shouldbereappointed for2010. outlined above,wehaverecommended totheboard that Based onoursatisfactionwiththeresults oftheactivities recommendations madebyDeloitteandTouche and • thelevelsoferrors identifi ed duringtheaudit;and • believe thattheaccountingpracticesare effective. Based ontheprocesses andassuranceobtained,we experienceofthedivisionalfi nancial managers. • expertiseandadequacyofresources withinthefi nance • We are satisfi ed withthe: required bytheJSE. experience tomeethisresponsibilities inthatpositionas fi nancial director, possessestheappropriate expertiseand We believe that AnthonyFraserStewart,thegroup FINANCE FUNCTION 15 February2010 Durban Chairman I MGroves On behalfoftheauditcommittee. fi nancial statementsbytheboard. The auditcommitteerecommends adoptionoftheannual FINANCIAL STATEMENTS n t adequacy ofmanagement’s response. management's responses toissuesraisedandthe function; and i n u e d ) Grindrod Limited / Annual Report 2009 page 67 information shareholder statements annual fi nancial fi annual month notice period; months; on a thirty- notice with the balance of management day notice period; and scheme (replaced old scheme which is still partly in old scheme scheme (replaced place). operations: cer is on a twelve- – chief executive offi the group – notice periods of six members of the executive have – months' on three are other key senior management • and annual incentive bonus; • price linked performance bonus share cash-based, exceptional performance The incentive schemes reward c individual objectives. specifi around structured and are committee considers the The remuneration/nomination of members of the executive committee. remuneration terms and conditions include: Senior management’s • continuity of established to ensure notice periods are • compensation plans. no deferred are there GUARANTEED REMUNERATION in February of each is reviewed structure The remuneration committee. The group year by the remuneration/nomination function develops an advisory report human resources industry practice, market survey data including relevant le for companies of similar size and profi on remuneration This consultants. remuneration credible and guidance from on page 73. information is provided ANNUAL INCENTIVE SCHEME executive incentive All executives participate in the group’s bonus scheme. The bonus is contractual and is paid and divisional annually subject to the achievement of group targets combined with key performance indicators agreed committee. to by the chief executive and the remuneration scheme, executives may earnIn terms of the current up to 100% of their total annual guaranteed remuneration. the company did not of the year under review In respect nancial targets and the average bonus paid achieve its fi 66% of TCOE. Employees in the Trading represented and certain sectors of the Financial Services businesses t sharing arrangements. profi incentivised through are Other senior management can generally earn short-term incentives of up to a maximum of 40% of their total annual guaranteed remuneration. sustainability t r o p e commentaries r

n o i t a r overview business e n u

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fi xed and variable remuneration structure to achieve structure xed and variable remuneration fi performance excellence; that aligns with a pay for performance approach value; sustainable shareholder aligned to market competitive remuneration to ensure median; and and long-term performance driven incentives. the for salaried employees, replacing (TCOE) approach The TCOE is guaranteed ts approach. cash plus benefi and includes the cost of a company expensed fund motor vehicle or travel allowance, retirement and death and contributions, medical aid premiums disability insurance; e • with performance oriented culture establish a great • leverage market and industry benchmarks appropriately • short-term through sustainable business results drive Remuneration consists of the following elements: • total cost of employment has adopted a the group SENIOR MANAGEMENT REMUNERATION guidelines of to the broad aims to adhere The group set out in King III. The overall executive remuneration principles applied consist of the following: • and competitive balance between establish appropriate

REMUNERATION PHILOSOPHY AND POLICY PHILOSOPHY AND REMUNERATION remuneration is to set appropriate philosophy Grindrod’s and motivate competent, high levels to attract, retain drive the performing employees that will successfully sustainable grow achievement of its strategic objectives and value. shareholder are that rewards policy ensures The supporting group to the group’s commensurate with the contribution is this reward performance in line with strategy and that as gauged against relevant competitive and appropriate local and international market benchmarks. is remuneration The executive and key managers' to include guaranteed remuneration structured therefore to drive and both short-term and long-term incentives aims to performance. The level of guaranteed remuneration leadership. The short-term competitively attract high calibre and management directors incentive component rewards targets and/or for achieving key performance indicator incentive share exceptional performance and the long-term and senior management schemes serve to align directors mechanism. and act as a retention interests to shareholder RRemuneration report 68 page Grindrod Limited / Annual Report 2009 Details ofshare optionsgrantedbutnotexercised are: terms oftheschemeforaconsiderationR12708500. 3 950000ordinary shares were allotted duringtheyearin November 2015. 1 251centsperordinary share andatvaryingdatesbefore the optionswere grantedandvaryfrom 128centsto are exercisable atthemarketpricesrulingondates terms oftheschemeat31December2009.Theoptions capital excludingtreasury shares) stillunderoptionin 5 500000shares (equivalentto1,2%oftheissuedshare 50 210000shares havebeenexercised andissued,leaving (equivalent to12,3%oftheissuedshare capital),ofwhich options whichhavebeengrantedis55710000shares employees whohaveleftthegroup, thebalanceof options withdrawninrespect ofretired employeesand After takingintoaccountoptionswhichhavelapsedand capital asat31December2009,excludingtreasury shares. share capital and approximately 19,8%oftheissuedshare 90 000000.Theseshares represent 3,3% oftheauthorised the scheme,togetherwithshares underoption,is The aggregate numberofshares whichare reserved for continue tobeplacedunderthecontrol ofthedirectors. reserved forthepurposeofshare optionscheme the unissuedshares intheshare capitalofthecompany annual generalmeetinginMay2009,itwasresolved that the seniormanagementemployeesofgroup. Atthe Grindrod hasashare option schemeasanincentiveto Share optionscheme SHARE INCENTIVESCHEMES report RRemuneration under thenewschemeare “cashsettled”rather than“equity the optionscheme,important difference isthatoptions Whilst therulesofnewscheme are modelled onthoseof scheme. managers inplaceoftheaforementioned share option introduced in2007forexecutivesandotherkeysenior The group share pricelinkedshare optionschemewas Share pricelinkedoptionscheme since 2005. This schemehasbeenclosedwithnonewawards 70.042.521 0 0 38 1251 239 128 3550000 200000 23.11.2015 1450000 300000 27.05.2014 23.11.2005 26.11.2013 27.05.2004 Expirydate 04.02.2013 26.11.2003 04.02.2003 granted Date option e m u n e r a t i o n Number of 5 500000

r options e p o Subscription price (cents) r t

((continued) c o n t i n as opposedtotheGrindrod listedprice. value ofGrindrod Bankandrelated fi nancial servicesentities of theshare pricebeingbasedonacombinednetasset Limited share pricelinkedoptionscheme,withtheexception The schemeoperatesonthesameprincipleasGrindrod introduced forGrindrod Bankexecutivesandkeyemployees. In 2009,aGrindrod Bankshare pricelinkedschemewas Grindrod Bankshare pricelinkedoptionscheme None oftheoptionsvestedduring2009. the remuneration/nomination committeeon an annualbasis. The leveloffeespaidtonon-executive directors isreviewed by NON-EXECUTIVE DIRECTORS’ REMUNERATION management asat31December2009comprise: Options grantedtoexecutivedirectors andsenior Limited. granting ofoptionsforapproval bytheboard ofGrindrod The remuneration/nomination committeerecommends the taxeffectiveness oftheexpenseinhands • easeofadministration;and • nonecessitytoissuenewshares whenoptionsare • include: The advantagetothecompanyinadoptingnewscheme the amountdueasacashbonus. option vestsandthegrantprice.Theparticipantswillreceive average priceofGrindrod shares onthedateuponwhichan option isequaltothedifference betweentheweighted seven tradingdays.Thecashsettlementamountofan price, i.e.theaverageofclosingpriceprevious an optionisdeterminedonthesamebasisassettlement In termsoftherulesnewscheme,grantprice vesting date. date. Theoptionsdonothaveanexpirydatebeyondthe the third, fourthandfi fth anniversaries oftherelevant grant settled”. One-third oftheoptionsbecomevestedoneach u 09 4 0 1430 2822 2350 2400 1625 3749000 93000 2348600 1148000 1475000 2009 2008 2008 2007 2007 granted Date option e company. exercised, i.e.noshare dilution; d ) 8813600 Number of options (cents) Price Grindrod Limited / Annual Report 2009 page 69 51 52 15 76 71 113 247 177 102 135 Total 2008 R000 6 321 7 174 5 615 4 702 6 134 3 488 2 338 15 247 39 857 10 920 90 567 96 701 70 79 153 128 201 113 280 203 150 Total 2009 R000 1 733 3 732 8 187 5 797 7 518 8 644 6 717 7 596 2 437 2 498 2 436 46 788 33 540 13 996 59 420 106 208 information shareholder gains R000 Share option R000 medical benefi ts benefi and other statements Retirement, annual fi nancial fi annual Per- R000 bonus formance sustainability R000 Basic remu- neration fees R000 Com- mittee commentaries 70 128 25 fees R000 Directors’ overview business From the subsidiaries From (resigned January 2010) (resigned T J T McClureD A PolkinghorneNon-executive directors I A J Clark 1 704 3 284 68 791** 29 1 677 11 465 351 Executive directors J G Jones 1 347 386 (resigned January 2010) (resigned (resigned May 2008) (resigned (deceased February 2008) L R Stuart-Hill 364 2 314 79 5 430 Non-executive directors I A J Clark 300 33 84 7 179 Executive directors J G Jones 245 1 828 76 3 648 T J T McClureA K OlivierD A RennieA F StewartH Adams 128 3 333 321 1 843 2 181 3 090 2 660 2 371 160 86 122 793 2 061 5 251 3 614 8 989 W D Geach*I M GrovesN E Mtshotshisa R A Norton 179 128 22 109 128 75 43 Total emoluments Total From the company From D A RennieA K Olivier*** 1 803 1 154 1 224 120 634 I M Groves 45 68 S M Gounden N T Y Siwendu L R Stuart-Hill 1 991 445 R A Norton 45 105 N T Y Siwendu * Include fees paid for the period June to December 2008. ** Shipping (2008: R32 465 244). when acquiring Island View Part settlement of a profit share agreement which was entered into *** Includes remuneration paid in terms of contract of employment with group company in United Kingdom. DIRECTORS’ EMOLUMENTS 31 December 2009 is as follows: ce, during the year ended whilst in offi of the company, paid to directors The remuneration The recommendations are submitted to the Grindrod board for consideration and the fees are approved in advance by the approved the fees are for consideration and board to the Grindrod submitted are The recommendations and levels utilised to determine the remuneration are market surveys general meeting. Various at the annual shareholders paid by comparable listed companies. is made to the fees reference I A J Clark however, option scheme, incentive bonus plan or share do not participate in the group’s Non-executive directors cer. executive offi as chief options granted during his tenure on 31 December 2006 and continues to hold retired 70 page Grindrod Limited / Annual Report 2009 SHARE OPTIONSCHEME of thesetwoschemesare shownonpage68. Details ofshare optionsandshare pricelinkedoptionshares grantedtodirectors andnotexercised are setoutbelow. Details SHARE OPTIONSCHEMEANDPRICELINKED report RRemuneration tatHl 0 0 0 0 3 0 0 3 61.0026.11.2013 26.11.2010 239 200000 239 26.11.2013 26.11.2010 400000 239 110 600 000 26.11.2013 150000 26.11.2009 320000 239 L RStuart-Hill 239 320000 26.11.2013 200000 26.11.2010 300000 239 239 A FStewart 450000 26.11.2013 26.11.2010 200000 200000 239 239 600000 D ARennie 150000 400000 239 A KOlivier 600000 300000 450000 T JMcClure 110 100000 J GJones 100000 I AJClark Director e m u n e r a 01.01.2009 Options at 2 0 7 0 4950000 3270000 8 220000 t 0 0 0 0 5 0 0 5 31.0923.11.2015 23.11.2009 1251 100000 1251 100000 500 000 23.11.2015 23.11.2009 1251 150000 1251 150 000 750 000 0 0 0 0 5 0 0 5 31.0923.11.2015 23.11.2015 23.11.2009 23.11.2008 1251 1251 26.11.2013 100000 26.11.2010 100000 23.11.2015 239 1251 23.11.2008 1251 100000 150000 100000 500 000 239 300000 500 000 450 000 23.11.2015 23.11.2015 23.11.2009 23.11.2008 1251 500 000 1251 100000 100000 1251 27.05.2014 100 000 26.11.2013 27.05.2010 26.11.2010 380 500 000 239 100000 200000 500 000 380 239 100 000 400 000 300 000 600 000 i o n

r e during the exercised p Options o year r t

((continued) c exercised o at which options (cents) n Price t i n u e 31.12.2009 d Options at ) 0 0 5 31.0223.11.2015 23.11.2015 23.11.2012 23.11.2015 23.11.2011 1251 23.11.2010 1251 23.11.2015 1251 23.11.2015 23.11.2012 100 000 23.11.2015 23.11.2011 100 000 23.11.2015 1251 23.11.2010 100 000 1251 23.11.2009 1251 1251 100 000 23.11.2015 100 000 23.11.2015 23.11.2012 100 000 23.11.2015 23.11.2011 100 000 23.11.2015 1251 23.11.2010 1251 23.11.2009 1251 23.11.2015 1251 100 000 23.11.2015 23.11.2012 100 000 23.11.2015 23.11.2011 100 000 1251 26.11.2013 23.11.2010 100 000 1251 26.11.2010 1251 23.11.2015 239 100 000 23.11.2015 23.11.2012 100 000 23.11.2015 23.11.2011 100 000 1251 23.11.2010 1251 200 000 23.11.2015 1251 23.11.2015 23.11.2012 100 000 23.11.2015 23.11.2011 100 000 23.11.2015 1251 23.11.2010 100 000 1251 23.11.2009 1251 23.11.2015 1251 100 000 23.11.2015 100 000 23.11.2012 23.11.2015 100 000 23.11.2011 1251 27.05.2014 100 000 23.11.2010 1251 27.05.2011 1251 380 150 000 150 000 150 000 100 000 Option (cents) price Vesting dates Expiry dates

Grindrod Limited / Annual Report 2009 page 71 dates Vesting (cents) information shareholder Option price 62 00062 00062 000 2 350 2 350 2 350 01.03.2011 01.03.2012 01.03.2013 16 60016 80031 30031 30031 400 1 62568 000 1 62568 000 2 350 01.03.2011 2 350 01.03.2012 2 35045 000 01.03.2011 45 000 01.03.2012 1 43029 300 01.03.2013 1 43029 30029 400 01.03.2013 1 625 01.03.2014 73 600 1 62573 800 2 350 01.03.2011 2 350 01.03.2012 2 35043 300 01.03.2011 43 400 01.03.2012 1 43030 000 01.03.2013 1 43030 00030 000 01.03.2013 1 625 01.03.2014 66 600 1 62566 800 2 350 01.03.2011 2 350 01.03.2012 2 35051 600 01.03.2011 51 800 01.03.2012 1 43028 000 01.03.2013 1 43028 00028 000 01.03.2013 1 625 01.03.2014 68 600 1 62568 800 2 350 01.03.2011 2 350 01.03.2012 2 350 01.03.2011 01.03.2012 1 430 01.03.2013 1 430 01.03.2013 01.03.2014 statements 283 300283 400 1 625108 000 1 625 01.03.2011 01.03.2012 1 430 01.03.2013 108 000 1 430 01.03.2014 annual fi nancial fi annual Options at 31.12.2009 324 000 108 000 1 430 01.03.2012 204 000 68 000221 000 1 430 01.03.2012 73 600200 000 1 430 01.03.2012 66 600206 000 1 430 01.03.2012 68 600 1 430 01.03.2012 sustainability during the year Options granted Options at commentaries 01.01.2009 overview business A K Olivier 1 036 000 283 300 1 625 01.03.2010 A F StewartL R Stuart-Hill 144 000T J T McClure 223 000 16 600 1 625D A Rennie 220 000 01.03.2010 45 000 1 625 01.03.2010 239 000 43 300 1 625 01.03.2010 51 600 1 625 01.03.2010 Director SHARE PRICE LINKED OPTION SCHEME 72 page Grindrod Limited / Annual Report 2009 SHARE PRICELINKEDOPTIONSCHEME report RRemuneration * Appointed15December2009. At 31December2009,thedirectors heldordinary shares inthecompanyassetoutbelow: DIRECTORS’ INTERESTSINTHECOMPANY GRINDROD BANKLIMITEDSHAREPRICELINKEDOPTIONSCHEME oknhre25005 0 2 01.03.2010 Director 1625 01.03.2011 2350 51600 17600 285000 53000 D APolkinghorne J GJones Director oknhre470019004601.03.2012 466 dates 149000 (cents) 447000 31.12.2009 duringthe year 01.01.2009 D APolkinghorne Director A KOlivier Aggregate L RStuart-Hill dm 100000 I AJClark H Adams D ARennie I MGroves A FStewart M JHankinson* T JMcClure e m u (2) n (3) (1) e r a t i o n

01.01.2009 r Options at 0 0 2 0 3522400 1322000 2 200000 pin tOtosgatdOtosa pinpieVesting Optionprice Optionsat Optionsgranted Options at e p o Benefi r Options granted t during theyear cial indirect cial

11 877650 ((continued) 1 410000 1 634250 5 119900 1 500000 c 628 500 980 000 600 000 o 6 0 56014001.03.2012 1430 55600 167 000 4 0 447000 447 000 5 000 n 2009 t i n u e d ) Benefiindirect cial 31.12.2009 Options at 4 0 6 01.03.2014 01.03.2013 466 466 149 000 149 000 44023001.03.2013 01.03.2012 01.03.2011 2350 01.03.2012 2350 01.03.2011 2350 1625 01.03.2014 44 400 1625 01.03.2013 43 000 43 000 1430 01.03.2013 51 800 1430 01.03.2012 51 600 2350 55 800 2350 55 600 17 800 17 600 22 761345 12 369900 1 910000 1 987195 1 090000 2 334250 1 020000 1 950000 2008 n/a Option price (cents) Vesting dates Grindrod Limited / Annual Report 2009 page 73 on 10 000 2008 2008 information shareholder 8 250 67 000 10 000 4 000 15 000 indirect indirect 306 181 14 000 205 931 Benefi cialBenefi cial Non-benefi 52 098 2 946 55 044 112 061281 091113 741 6 615216 809 9 535144 303 118 676 6 046 290 626 8 989920 103 31 280 119 787 225 798 175 583 65 411 985 514 Permanent Temporary Total statements annual fi nancial fi annual cial 10 000 sustainability 2009 2009 cial Non-benefi 67 000 13 800 20 000 4 000 15 000 indirect indirect 321 731 14 000 205 931 Benefi 29 996 12 798 42 794 92 592 18 421 111 013 194 026178 693242 017 13 014252 414 16 338 207 040 12 359 195 031 28 621 254 376 281 035 Permanent Temporary Total commentaries overview business Aggregate T J T McClure D A Rennie L R Stuart-Hill J G Jones Senior management Middle management Skilled Semi-skilled Least skilled Total 989 738 101 551 1 091 289 I M Groves Top management Top I A J Clark Director R000 Occupational level Number of shares(1) 300 000(2) 510 000 320 000(3) 500 000 Put strike (R) Call strike (R) Maturity date 14,65 12,65 15,57 23,09 18,58 25,97 27 June 2011 25,38 24 November 2010 28,59 30 November 2011 2010 18 March There were no direct benefi cial holdings in the current or prior year. cial holdings in the current benefi no direct were There unchanged at 17 February 2010. were shareholdings and preference These ordinary The total payroll increased by R105 million for the year in comparison to 2008. increased The total payroll GENERAL REMUNERATION for the particular determined by market surveys companies are and respective levels for the group General remuneration These levels of basic remunerati and competitive parity. industry sector in which they operate so as to maintain cost effective are reviewed and as necessary revised annually. annually. and as necessary revised reviewed are the to ensure in order evaluation systems using recognised evaluated employment positions are the group, Across ed using a unifi determined to other jobs. Salary scales are value as compared of a job is aligned to the relative remuneration Movement along annually. reviewed range for each position and are es a minimum and maximum which identifi pay structure the salary scale within a job grade is driven by individual performance. year and for 2008 per incentives for the reporting t share salary/wage bill including incentive bonuses and profi The group’s is tabled below: occupation level for temporary and permanent staff Zero cost collar options have been entered into in respect of the following shares included in the shareholdings on page 72: included in the shareholdings following shares of the into in respect been entered cost collar options have Zero At 31 December 2009, the directors held preference shares in the company as set out below: shares held preference At 31 December 2009, the directors 74 page Grindrod Limited / Annual Report 2009 and brokers. Group insurancecoverincludeshulland Insurance isonlyplacedwithreputable underwriters INSURANCE to formulateauditcoverageplans. function followsariskbasedapproach usingthematrices risks andareaudit detailed inthisdocument.Theinternal risks. Thecontrols inplaceare required tomanagethese reviews andgrading theserisksintohigh,mediumandlow are compiled settingouttherisksidentifi ed attherisk compliance, contractsandinsurancepolicies.Matrices companies. Theseincludereviews ofallriskareas, legal facilitates riskreviews atallsubsidiaryandjointventure day-to-day activitiesofthegroup. Group riskmanagement the process of riskmanagementandintegratingitintothe to theboard for designing,implementingandmonitoring Executive andoperationalmanagementare accountable updates are tabledatboard meetings. risk managementprocess andquarterlyriskmanagement of theboard isheldwhichfocusesonthereview ofthegroup proactively managesuchrisks.Aseparateannualmeeting its potentialimpactandinitiatewhateverisnecessaryto implementing aneffective process toidentifyrisk,measure The board isresponsible for riskmanagementand goals andobjectives. for therisksGrindrod willornottakeinthepursuitofits management anddecidesthegroup’s appetiteortolerance in consultationwiththeexecutivedirectors andsenior The board approves the group riskstrategypolicies INTRODUCTION RRisk management i s k

m a n a g e m e n t comprehensive non-marineinsurances. charterers liability, purchasers interest, cargoliabilityand machinery, warrisk,P&I,freight demurrageanddefence, a fullybackedup,outsourced virtualprivatenetwork(VPN). wide area network communicationsplatformisservicedby backed upwithadisasterrecovery plan,whilethegroup’s below, Grindrod hascentralised ITsystemswhichare arrangements inplacetorecover from disaster. Asreported that thecompanyhasadequate“businessresilience” management shouldregularly demonstratetotheboard to formpartofthecompany’s riskmanagementandIT In thecontextofriskmanagement,ITrisksare required forinformationtechnology(IT). corporate governance For thefi rst time,KingIIIhasaddressed theissueof King IIIinits2010annualreport. forthcoming year. Grindrod willmore formallyaddress with alltheappropriate provisions ofKingIIIinthe commissioned aprocess toensure thegroup complies the contextof,interalia,riskmanagementandhas 2010. Theboard hastakencognisanceofKingIIIin South Africa("KingIII")cameintoeffect on1March The revisedfor King CodeandReportonGovernance KING IIICODEANDREPORT ONGOVERNANCE such ascounterparty, piracyandfraudrisks. processes. Particularattentionhasbeenpaidtonewrisks continual developmentandintegrationofriskmanagement The increasing diversityofoperationshasnecessitated NEW RISKS Grindrod Limited / Annual Report 2009 page 75 information shareholder statements annual fi nancial fi annual sustainability global or regional business culture terms; business culture global or regional market cycle; management team; and legal advisors; and agents, brokers reviewed quarterly by the board; and quarterly by the board; reviewed rate exposure. within loan covenant ratios. and detailed research; of risk; cation markets, a solid contract base and diversifi an Furthermore, to shipping risk is updated quarterly. ecting the exposure refl and the benchmarks is also carried assumptions of the model’s annual review out; and discussed in the this risk are c strategies to manage shipping markets and specifi report. cer’s chief executive offi open positions to manage this risk; and testing and stop losses. of all open positions, stress measurement are charterers that only well known, secure party advice is obtained to ensure contracted; to perform on contracts; management review; as determined by the audit committee. process, • geographically and in sectorally, understanding the markets they operate in – • the obtaining information as full as is possible about the market situation and • executive and base of Grindrod’s the cycle" experience combined “through • insurers, nanciers, fi using an established supporting expertise base including • review. framework and board nancial limits, approval operating within set fi • by the board; rate policy is approved exchange and interest the group’s • is rate exposure exchange and interest foreign of the group’s a detailed review • exchange and interest of the group’s management performs an ongoing review • well loans are that current to ensure continually reviewed loan covenants are • assess shipping markets utilising their own experience management continually • xed charters, timing of entry into timing of fi careful managed through are risks • model risk benchmarks and the group’s has set risk measurement the board • markets on crisis in the global economy and credit the impact of the current • contracts and other instruments on division uses derivatives, futures, the Trading • includes a value at risk a commodity position trading policy is in place which • to assess their ability monitors all counterparties in order management regularly • with regular process approval credit internal include a thorough controls • monthly by management; reviewed debtors are • guarantee insurance; of credit selective use • nancial limits; set fi operating within • and approval; board require cant exposures signifi • internal audit the group’s is assessed through of controls the effectiveness commentaries overview business FINANCIAL RISK rate risk Exchange/interest Risk of non-compliance with loan covenants MARKET RISK Substantial decline in world shipping markets Exposure to commodity price Exposure uctuations fl risk Counterparty/credit • investigated and third thoroughly charter and contract counterparties are Risk type RISK STRATEGIC Management of risk The following risks have been identifi ed as signifi cant to the group: ed as signifi been identifi The following risks have 76 page Grindrod Limited / Annual Report 2009 RRisk management iktp Managementofrisk Fraud risk FINANCIAL RISK(continued) Risk type inficn f-ieo oso hp• theexposure tolossofcharterincomeorrevenue astheresult ofsignifi cant off- • Signifi cant off-hire or loss of a ship managementplaysakeyrole inensuringthatadequateinsurancecoverisheld • Loss or breakdown of key assets exposures Financial claimsfrom contractual Piracy OPERATIONAL RISK udn ik• thegroup hasa detailed fundingplanandliquiditygapanalysisinorder tofacilitate • risk Funding i s k

m a n a g e m • a Tip-offs Anonymous aTip-offs • thegroup fraudandcorruptionprevention policyandthefraudresponse planare • aspartofthisstrategyafraudhealthchecksurveywasconductedacross the • afraudriskmanagementstrategywasadoptedandimplementedin2009is • controls fraudriskfactorsandinternal are regularly reviewed andassessed • insuranceisinplacetocoverthevalueofships oncharterforwhichthegroup • lostincomeasaresult ofthelossanownedshipisnotinsured, butwould • provision isalsomadeinthebudgetprocess forpossibleoff-hire tominimisethe • managementalsoensures thatstrategicspare parts forequipmentare heldin • where necessary, suchinsurance hasbeenextendedtobusinessinterruption • insurancecoverisinplacetheeventthataclaimarises. • controls internal are inplacetominimiseclaimsfordamagesrespect ofcargo • acomprehensive companycircular wasissuedinOctober2009forvesselsthat • lossofhire insurancehasbeenincreased andindependentconfi rmation hasbeen • theShippingdivisioniscontinuallyupdatedastoincidentsofpiracyandhighrisk • e n in theprocess ofbeingre-drafted; and country; group andfraudawareness trainingwascarriedoutat51locationsacross the in theprocess ofbeingrolled outacross thegroup; through thegroup’s auditprocess; riskmanagementandinternal holds purchase optionsandnewbuildings underconstruction. values; and generally berecovered asownedshipsare insured inexcessofreplacement effect ofanylostcharterincomeonthegroup’s results; standard charterpartyagreements; and safetystandards are compliedwithandbyusingcompetentbrokers and hire orlossofashipisproactively managedbyensuringthathighmaintenance storage andthathighmaintenancestandards are upheld. cover; and for allkeyassets; claims andthird partynegligence;and attacks bypirates. the riskmitigationstrategyadoptedbyGrindrod Shippingtoreduce theriskof trade inorthrough Somaliaand/ortheGulfofAdenareas. Thiscircular setsout or crew being hijackedandheldforransom; obtained thatexistinginsurancecoversare suffi cient intheeventofavesseland/ trading areas; acceptable levelofrisk. funding isatlevelsthatresult inaneffi cient costofcapital,whilemaintainingan adequate fundingforitsexpansionprogramme andtoensure thatthegroup’s t

((continued) c o n t i n u e d ® ) hotlinewasintroduced in2009. Grindrod Limited / Annual Report 2009 page 77 information shareholder statements annual fi nancial fi annual sustainability which has the responsibility to manage the risks facing the Bank. These include which has the responsibility and insurance operational, market, compliance, reputational liquidity, credit, risks; and related duties and authority of the risk committee of the Bank. responsibilities, well as trade associations and classifi cation societies to keep them abreast of any cation societies to keep them abreast well as trade associations and classifi cant changes in legislation; and signifi tax legislation. In addition, a detailed tax is in compliance with all relevant group basis by internal is carried out on a regular audit. compliance review term incentives, a progressive work environment, career growth opportunities and growth career work environment, term incentives, a progressive succession planning. of open communication within and encouraging a culture procedures relations section of the social Further detail is set out in the labour relations the group. performance report. platform is serviced by a fully backed network communications wide area group’s virtual private network (VPN); up, outsourced globally competitive; and ciencies and remain effi units improve the group. the accumulation of legacy systems throughout ships; of up to US$1 billion per vessel per incident; of the review detailed A more policy. environmental group-wide approved board performance section; policy is set out in the environmental environmental group’s strictly complies with this that each of the subsidiaries reports and environmental policy; on performance against these targets for the achievable targets and to report year; the accuracy focus is on improving and Climate Change Committee. The current gas (GHG) emissions and and completeness of measuring greenhouse is also staying abreast emissions. Grindrod to reduce formulating programmes with the International Maritime Organisation's (IMO) emission indexing working guidelines; and and safety report. This is detailed in the occupational health • by the Banks Act, risk committee as required Bank has a separate Grindrod • objectives, nes the role, a risk committee charter is in place which defi • such as auditors and attorneys providers as on service operating companies rely • the to ensure reviewed regularly changes are tax legislation and the numerous • packages and long- this risk is managed by ensuring competitive remuneration • that business computer technology to ensure invests in appropriate the group • ve years, thus avoiding to fi cycle is between three the targeted technology refresh • cation and use of modern, the application of high level safety standards high-specifi • and oil pollution has coverage under P&I policies cover is insured environmental • by the guided subsidiaries are within group management efforts all environmental • security health, safety, quality, bi-annual and monitors through requires the board • objectives with to formulate key environmental required companies are subsidiary • Environmental the newly appointed Group climate change risk is managed through • Services in 2009. emphasis was placed on health and safety in Freight increased commentaries overview business RISKS RELATING TO TO RISKS RELATING FINANCIAL SERVICES Industrial actionIndustrial failuresystems IT • and industrial human resources appropriate this is managed by following the • plan, while the backed up with a disaster recovery centralised IT systems are Loss of key staff ORGANISATIONAL RISK ORGANISATIONAL LEGAL RISK OPERATIONAL RISK OPERATIONAL (continued) climate change Environmental, and health and safety risks Risk type Management of risk 78 page Grindrod Limited / Annual Report 2009 be rolled outduringthesecondquarterof2010. aligning policieshasbeenlaunched andimplementationwill within thegroup, acorporateexercise ofstreamlining and compliance withKingIIIacross the diversecompanies To and supportandenhancestrategicgovernance in 2009. alignments tofi rm upequityhavebeenpriorityactions including re-profi ling jobs,gradingandremuneration approach managingpeople’s performance andcosts, As acriticalstepinmovingtofullytransformational presence. the group levelandensures regional/local relevance and has beendefi ned thatoptimiseseconomies ofscaleat Aligned tothegroup’s strategy, a“fi t forpurpose”structure practice tosupporttherapidgrowth andexpansionplans. Grindrod islaunchingprojects informedbygoodindustry HUMAN CAPITAL INITIATIVES associated companies. and temporaryemployeesinsubsidiary, jointventure and Grindrod, as at 31December2009,includingpermanent The tableoppositerefl ects thetotalworkforce for 5 245at31December2008to0412009. 4%. Thetotalnumberofemployeeshasdecreased from businesses. Therateofemployeeattritionduring2009was the lastthree years duetorestructures and consolidationof There hasbeen adeclineintheworkforce complementover commitmenttoaddvalueandsupportdevelopment • accountableforcomplyingwithlaws,regulations, • establishandpromote anon-discriminatoryenvironment • integrityandhonestyinmanagingrelationships and • respect foroneanother, allstakeholdersandthe • professionalism andbrandambassadorsinworking • achievement ofthegroup's strategy: beliefs are thekeyingredients fortheculture thatsupports line totheboardroom. Livingthefollowingvaluesandcore value orientatedpeoplethatdrivebusinessesfrom thefront companies isunderpinnedbycommitted,competentand The resilience andsuccessofGrindrod anditsassociated WORKFORCE PROFILE performanceSSocial operate. of SouthAfricaandtheothercountriesinwhichwe policies andGrindrod’s codeofethics;and that supportspeople’s rightsandobligations; partnerships; environment; together toaddvalueclientsandstakeholders; o c i a l

p e r f o r m a n c e goals. of eachpersonintheorganisationlinewithstrategic as thishelpsalign,managesandcalibratethecontributions Performance managementisacriticalbusinessrequirement Total workforce asat31December2009: matches tothevacantpositions, minimisingunnecessary candidate andexternal system whichcollatesinternal has successfullyimplemented anelectronic e-recruitment which isthefi rst stepofsuccessfulexecution.Thegroup to helpbusinessleadershipin selecting therightcandidate Improved talentacquisitionprocesses havebeenlaunched improvements. managing, ourpeopleresources haveundergonesignificant for attractinganddeveloping,retaining andperformance In thearea oftalentmanagement,specifi cally processes TALENT MANAGEMENT FUNCTIONAL OVERVIEW Total United StatesofAmerica United Kingdom United ArabEmirates The Netherlands Tanzania South Korea Singapore Seychelles Russia Poland Philippines Japan 3893 Isle ofMan India France Ecuador China Canada Brazil Botswana South Africa Country Peru Namibia Mozambique

5 041 2009 102 889 29 18 20 33 23 2 1 3 2 7 1 2 1 2 1 3 1 8 – – – 4 000 5 245 2008 935 15 26 25 18 48 53 10 89 3 2 4 1 5 1 3 7 – – – – – – Grindrod Limited / Annual Report 2009 page 79 information shareholder statements annual fi nancial fi annual There are currently three recognition agreements across across agreements recognition three currently are There Services units within Freight Certain business the group. councils. nes of the statutory bargaining fall within the confi the level of industrial action in was a slight increase There work stoppages during 2009. Short span and sporadic but Services operations experienced at some Freight were with minimal disruption. amicably resolved these were BROAD-BASED BLACK ECONOMIC EMPOWERMENT (B-BBEE) AND EMPLOYMENT EQUITY B-BBEE is an integral component of South African business is committed to aligning its businesses with and the group of sustainable business the national legislation in the area and development of an transformation and to the creation implementation within for effective enabling environment, the organisation. business focus, each business retains ensures The group values, performance, customer satisfaction and increased has adopted a long-term value. Grindrod shareholder to B-BBEE which is aligned with developmental approach the Codes of Good Practice issued by the Department Performance against the various and Industry. of Trade by the generic balanced elements of B-BBEE is measured cates Certifi c industry scorecards. and/or specifi scorecard rating agency. have been issued by an accredited being updated based on 2009 currently are Scorecards nancials. fi DISCIPLINARY AND GRIEVANCE PROCEDURES AND GRIEVANCE DISCIPLINARY conduct, documented as are Behavioural standards and these are performance or disciplinary codes prefers group communicated to all employees. The rather than in correction progressive that are measures this end, in minor cases of misconduct, a written punitive. To warning is given, subject to an investigation of the facts, of probabilities. and the outcome is based on a balance dismissal, which may warrant serious offences For more is conducted. a fair and unbiased disciplinary hearing are procedure All employees involved in a disciplinary of his/ by another employee permitted representation for all forms of is an appeal procedure her choice. There disciplinary action. to exists to enable employees A formal grievance procedure and to obtain the communicate grievances to management During the latter part of 2009, earliest possible resolution. held for supervision a series of training interventions were and management on the skills of administering disciplinary action. These workshops will again be conducted in 2010. sustainability commentaries overview business The group follows the principle of consultation for the benefi t follows the principle of consultation for the benefi The group of association of management and employees. Freedom employees and dissociation is acknowledged and where agreements recognition representation, have appropriate trade union is no registered there into. Where entered are formal and informal communication forums recognition, both upward have been established. These forums promote employees communication and provide and downward with the opportunity to clarify any issues. of operations that restructuring the effect realises The group that extensive and can have on employees and ensures conducted when this occurs. A consultations are effective undertaken initiatives were limited number of restructuring during the course of 2009. The level of union membership in the South African-based companies was 30% in 2009 (28% in 2008). The majority Services. concentrated in Freight of union members are trade union and one unregistered nine registered are There employees. the group’s representing LABOUR RELATIONS external recruitment fees. A revised group induction group external fees. A revised recruitment of a new effectiveness to improve has been developed and support to embed our culture day one, employee from growth. career the potential for long-term in which all employees an environment promotes The group equal developmental and promotional afforded are initiatives opportunities and to this end has supported training, education and development. aimed at promoting The principle of learning as well as experience, through In the group. to throughout formal training, is adhered cations are qualifi addition, employees with professional of developments in particular encouraged to keep abreast and training seminars, conferences elds by attending fi to employees courses. Financial assistance is also given and to update the to encourage further tertiary education skills quotient in the organisation. professional is committed to ensuring equal opportunities for The group (comprising historically disadvantaged groups people from persons, women and the african, asian and coloured in submitted are disabled). Employment equity reports with the Employment Equity Act, No. 55 of accordance for business 1998 Goals have been established incorporated into various talent transformation and are such as acquisition, development and processes have processes Succession and progression progression. to build a sustainable pipeline of further been improved to directors. the frontline leadership talent from 80 page Grindrod Limited / Annual Report 2009 and dataasat31December2009. Score cards are beingprepared based onfi nancial results to ensure transparency andrigorousness inthisprocess. The group hasappointedaleadingverifi cation agency transformation andsustainable development. group-wide B-BBEEverifi cation initscommitmentto companies toeffi ciently administerandco-ordinate a mechanisms andintegratedprocesses across its Grindrod hasestablishedthenecessarygovernance VERIFICATION PROGRAMME is asfollows: An overviewofthegroup’s activitiesinthe variouselements charter FinancialServices * # Not measured score cards are asfollows: A summaryofthecurrent statuswithintheGrindrod group ratings. Efforts willcontinuetowards theachievementofimproved surpassed thetargethavingachievedaratingof2or3. have achievedlevel4ratingsin2009andsome companies istoattainalevel4ratingby2012.Themajority The fi ve-year targetforeachofGrindrod’s SouthAfrican contributor status. Best Empowered LogisticsCompanyandhasalevel3BEE in the2009OliveEmpowermentawards inthecategory Grindrod (SouthAfrica)(Pty)Limitedwasplacedsecond performanceSSocial R rnrd(t)Lmtd1 4 A 3 5 4 Bay Stevedores (Pty)Limited 2 Vanguard Rigging(Pty)Limited RRL Grindrod Locomotives(Pty)Limited RRL Grindrod (Pty)Limited CaluloBunkerServices(Pty)Limited Unicorn 4 Grindrod Bank Limited* 3 BEERating Röhlig-Grindrod (Pty)Limited Voigt Shipping Mitchell CottsMaritime 2 Eyethu ShipsAgencies(Pty)Limited Grindrod (South Africa)(Pty)Limited 1 Grindrod Automotive Services(Pty)Limited King andSons Kapele Freight andLogistics(Pty)Limited Company/division o c i a l

p e r f o r m a n c e # # #

((continued) c o n t i n Limited andRRLGrindrod Locomotives(Pty)Limited. which resulted intheformationofRRLGrindrod (Pty) with SolethuInvestments(Pty)Limited,aBEEcompany, Grindrod re-entered therailsectorthrough ajointventure Foundation (AAS),asection21company, receiving 10%. Limited (Calulo),receiving 15%,andAdopt-a-School South Africanoperations,toCaluloPetrochemicals (Pty) Limited (GSA),whichhousesthemajorityofGrindrod's 25% plusoneshare interest inGrindrod (South Africa)(Pty) In 2009,theB-BBEEtransactionresulted inthesaleof South Africanoilmajors. South Africanportsunderlong-termagreements withthe Limited, whichoperatessophisticatedbunkertankersin CaluloBunkerServices(Pty) African coastandUnicorn Limited, whichfocusesontankershippingtheSouth CaluloShippingServices(Pty) two companies,Unicorn African petrochemical group. Thejointventure consistsof with CaluloServices(Pty)Limited,anempowered South announcedtheformationofapartnership In 2008,Unicorn OWNERSHIP of personsfrom designatedgroups ofwhich87%were In 2009,84%(2008:85%)ofthe workforce wascomposed from thefrontline todirectors asreferenced above. improved tobuildasustainablepipelineofleadership talent Succession andprogression processes havefurtherbeen attraction, developmentandprogression. and are incorporatedintovarioustalentprocesses suchas Goals havebeenestablishedforbusinesstransformation accordance withtheEmploymentEquityAct,No.55of1998. group. Employmentequityreports havebeensubmittedin occupy more skilledandresponsible positionswithinthe and trainingtoassistpersonsfrom designatedgroups to affi rmative actionwiththe focusonpromoting education regular basis.Adevelopmentalapproach isbeingtakento occupational levelshavebeenestablishedandmeetona consisting ofindividualsfrom different races,gendersand advancement. Employmentequityconsultationcommittees created inwhich everyemployeehastheopportunityfor practices andprejudices. Anenvironment hasbeen employment through theeliminationofanydiscriminatory policy promoting equalopportunityandfairtreatment in All group companies haveadoptedanemploymentequity EMPLOYMENT EQUITY developmentofblackseniormanagement. internal The groupappointmentand strives toadvancetheexternal MANAGEMENT CONTROL u e d ) Total

Grindrod Limited / Annual Report 2009 page 81

information shareholder statements annual fi nancial fi annual sustainability commentaries 232100210350045 5 3 14 2 1 3 15 43 99 5 2 149 11 8 4337 5 8 2 13 17 5 54 4 140 103 6 1 11 85 0 244 15 1 0,1 309647281 78 124 22 160 173 6 32 91 56 63 69 93 101 3 189 102 0 1 307 924 0 63 205 368 15 11 3 4 2 1 389 1 142 0 0 371 1 164 273 432 183 145 212 387 2 896 498 23 5 3 433 African Coloured Indian African Coloured Indian White Total Male Male Female overview business le Designated Non-designated skilled (skilled technical and academically qualifi and superintendents); ed workers, junior management, supervisors, foreman skilled (skilled technical and academically qualifi Demographic profi Top management Top Senior management Middle management 2009Occupational levels Skilled Semi-skilled Unskilled TotalPercentage2008 MaleTotal Percentage 38 1 255 238 7 398 12 Female 187 4 138 214 4 362 6nationals 2 792 White Foreign 11 508 84 32 15 8 3 340 1 0,2 black (2008: 73%). Amidst the nominal reduction in workforce numbers, there was a noticeable injection of people from from was a noticeable injection of people there numbers, in workforce Amidst the nominal reduction black (2008: 73%). not are positions in 2009. Improvements professional middle management and skilled senior, into top, designated groups amongst the semi-skilled to ux experienced due to the typical fl for transformation in 2009, gures fi easily visible to the total unskilled workforce levels. unskilled workforce per occupational level is tabled le of permanent employees in South African companies demographic profi current The group’s below: management; • top management; • senior • ed and experienced specialists and mid- management); qualifi middle management (professionally • • decision maker); and semi-skilled (semi-skilled and discretionary • ned decision making). unskilled (unskilled and defi 82 page Grindrod Limited / Annual Report 2009 talent since1965.Oncompletion ofapproved maritime Grindrod hasbeenaprominent developeroflocalseafaring attending seminars,conferences andtrainingcourses. to keepabreast ofdevelopmentsintheirparticular fi elds by employees withprofessional qualifi cations are encouraged 86% were black)completedtheprogrammes. Inaddition, programmes. In2009,atotalof2826candidates(ofwhich group hascontinuedtoengagecandidatesonlearnership In supportofthenationalskillsdevelopmentstrategy, the leadership developmentprogrammes forroll outin2010. Furthermore, thegroup isrevising technical,softskillandthe the numberofparticipantswithingroup. of formaltrainingcourseswhichemployeesattendedand courses. Thefollowingtablegivesanoverviewofthetype employees in2009.Atotalof2826attended group spentR9 millionontraininganddevelopmentofits the variousSETA chambersfortrainingcompleted.The Authorities (SETAs). Grantshavebeenreceived from are submittedtotherelevant SectorEducationandTraining place skillsplans.Theseplansandimplementationreports needs are identifi ed anddocumentedintheformofwork formal training,isadhered tothroughout thegroup. Training throughThe principleoflearning experience,aswell promoting training,educationanddevelopment. employees andtothisendsupportsinitiativesaimedat The group iscommittedtothedevelopmentofallits SKILLS DEVELOPMENT performanceSSocial efciees11589 75 100 1 145 Grand total 200 25 Shipping 87 effectiveness Workplace Regulatory development 76 professional Continual training educationand Adult basic supervisory Management and Mobile hoist/driver Computer skills Course programme o c i a l

p e attendees r f 2 86 2 826 Total o 8 66 92 281 661 90 71 331 107 r m a Black (%) n c employees e on black Training spend

((continued) 100 c (%) 72 64 93 96 75 75 79 74 o n t i n an engineeringcadetatR345 000andadeckcadetat a signifi cant investmentinskillswith thecostoftraining for serviceasseagoingoffi cers. Thecadet academy is South Africatostarttraining female cadets(ofallraces), Furthermore, Grindrod wasthefi rst shippingcompany in the SouthAfricanMaritimeSafetyAuthority(SAMSA). beyond employmentatseatooccupykeypositionsin merchant navyoffi cers, manyofwhomhaveprogressed hastrained inexcessof528 During thisperiod,Unicorn engineering offi cers ofallracessincethemid1970s. the 1960sandhastrainedSouthAfricandeck Grindrod’s cadettrainingschemecommenced in development andjobcreation forSouthAfricanseafarers. further strengthen thecompany’s commitment toskills 95 marinetrainingontheAfricaneastcoastandwould place thetrainingschoolatleadingedgeofSTCW and rescue boat trainingfacilities.Suchaproject would simulator, marinefi re fi classrooms and lecturingfacilities,atankerliquidcargo ghting, survivalatsea,fi rst aid which wouldincludeamongstotherfacilities,additional Durban location,apurpose-builtmarinetrainingcentre, investigating thepossibilityofestablishing,inanalternative is currently operating atmaximumcapacityandUnicorn The existingtrainingschoolinMaydonWharf,Durban,is Training, Certifi cation andWatch-keeping (STCW). MaritimeOrganisation(IMO)Standardsof International able seamanandoiler. Allcoursesare recognised interms aid atsea,petroleum tankersafety, chemicaltankersafety, safety atsea,profi ciency insurvivalcraft,rescue craft,fi rst yachtsmen. Coursesincludedshipboard familiarisation, of offi cers,ratings,cadets,auxiliarycrew ofcruiselinersand categories included, amongstothers,localandinternational seafarers completed coursesattheschool.Thisnumber recognised.nationally andinternationally During2009,1723 successfully completecourses,receive certifi cates thatare Safety Authority(SAMSA)accredited andindividualswho skills development.TheschoolisSouthAfricanMaritime industry anddemonstratesthegroup’s commitmentto continues toprovide valuablesupporttothemaritime Seafarers TrainingThe Unicorn SchoolbasedinDurban behalf ofthird partiessuchastheNationalPortsAuthority. for Seafarers (STCW95).Training isalsoundertakenon Standards ofTraining, Certifi cation andWatch-keeping ancillary training,asrequired intermsoftheInternational fleet. Theyundergoshipboard familiarisation andspecialised serve asfuture deckorengineeringoffi cers intheUnicorn or theCapeTechnikon, cadetsare selectedfortrainingto studies ateithertheDurbanInstituteofTechnology (DIT) u e d ) Grindrod Limited / Annual Report 2009 page 83

information shareholder statements annual fi nancial fi annual decisions. The culture of support and prevention is further support and prevention of decisions. The culture safety talks, display of operational through reinforced distribution and c areas traffi posters in high employee dential confi offer facilities. We of condoms in ablution divisions with HIV/AIDS testing and counselling in many this for 2010 so as to assist plans to further increase healthy and work HIV/AIDS infected employees to remain for as long as possible. productively wellbeing and Further to supporting employee's overall examining their potential, we are assisting in realising exibility The fl wellness programme. of a group the rollout and retention of the system further enables attraction, value numerous providing management of talent through is The rollout adding services during an employee's tenure. earmarked for early 2010. SHIPPING exemplary track record on an already The division improved lost cases, with zero only four medical treatment reporting incident an injury, Following time incidents for the year. eet and discussed the fl throughout circulated are reports in “HSE Stops” (safety moments used for training and awareness). OCCUPATIONAL HEALTH AND SAFETY HEALTH OCCUPATIONAL and targets remain health and safety objectives Grindrod’s legislation with simple. Full compliance with applicable continual of incidents, within a culture a target of zero in was made in the year in review Progress improvement. on health and safety reporting and improving standardising performance and investment. occupational health and safety investment during Total in 2008 and 2009 was R6,8 million, R8,9 million R4,5 million in 2007. Occupational health and safety is managed in terms of site-level or ship-based integrated safety health and (SHE) or SHE and quality (SHEQ) management environment to required systems. Senior employees in the company are complied with and are that all legal requirements ensure this forms part of their personal assessment. Wherever maintained applicable, health and safety committees are Major contractors representation. at site level, with full staff audited in terms of SHE performance are (e.g. shipyards) to reported on an ongoing basis. All serious incidents are and dealt with in the most serious light, with full the board action remedial investigations conducted and appropriate taken, in all cases. by division, was as Performance for the year in review, follows: sustainability commentaries overview business HIV/AIDS and the spread is committed to reducing The Group minimising the impact of HIV/AIDS on our employees and non- our companies, we promote our stakeholders. Across code of ethics our shared discriminatory behaviour through education to support safe and responsible and provide Grindrod continued to uphold and respect employee human continued to uphold and respect Grindrod its operations. Basic human rights are rights throughout enshrined in company policy and in employment contracts. labour within the group. is no child labour and forced There no incidents of human rights violations during were There the year under review. HUMAN RIGHTS PREFERENTIAL PROCUREMENT any companies continue to endeavour to direct Group qualifying BEE enterprises. spend towards discretionary and been made in selection has already Progress ce functions. for back offi appointment of service providers in the revisions out through being rolled are Further efforts in each company within the group. process procurement R215 000. There are currently 31 cadets undergoing currently are R215 000. There female. black and two are are training, of which 22 of cadets for employment in its In addition to the training berths at sea and training provides eet, Grindrod own fl of: manages the training of cadets on behalf • National Ports Authority of South Africa; Transnet • Namibian Ports Authority (Namport); • De Beers Marine (Angola); • Sonatide (Angola); and (Angola). • OPS/SBM Workers with the Internal In a joint project Transport cation training and certifi Federation (ITF), a revised Unicorn Shipping out internationally. was rolled programme and the South African Maritime Safety Authority re-trained a variety cated over 100 personnel from (SAMSA) re-certifi of coastal African countries. Without this intervention, would have been unemployable due to these seafarers has embarked on the The group cation requirements. certifi described above with the intention of contributing projects local maritime to the meaningful transformation of the for African industry; and supporting the New Partnership African assisting regional initiative by Development (NEPAD) countries with maritime training requirements. 84 page Grindrod Limited / Annual Report 2009 division, underthisrole. consolidation ofhealthandsafetystrategieswithinthe health safetyandenvironment (HSE)managerandthe the appointmentduringyearofasenior-level divisional safety performancewithinthedivision,board approved In aconcertedeffort tosignifi cantly improve healthand these were not group controlled companies. appropriate corrective actionstepsimplementedthough All oftheseincidentswere thoroughly investigatedand working atheightsandcontractormanagement. pedestrian safetywithspecifi c reference totheinterface, are beingdeveloped tomanagemobileequipment, one drowning andonefatalcrushinjury. Specifi c standards Three fatalities occurred duringman/machineinterface, of fouremployeesandacontractworkerduringtheyear. However, Grindrod deeplyregrets theaccidentaldeaths 24 medicaltreatment cases,downfrom 79in2008. Companies withintheFreight divisionreported atotalof FREIGHT SERVICES companies. with companiesintheoilandgassectorothershipping scheme The divisionalsoparticipatesinalessons-learned performanceSSocial Fatalities Lost timeincidents Medical treatment cases Health andsafety (permillionmanhours) Injury frequency rate large H&Sauditprogrammein2008) Spend: (differenceyearonasaresultofthecompletion KPIs o c i a l

p e r f o R2 325071 r m a 2009 n 0 0 0 4 c R5 576817 e

2008 ((continued) c 3,2 0 1 5 o n t i n acceleratedrollout ofISO18001healthandsafety • theintensifi • cation of healthandsafetytraining improvements toaccidentreporting andinvestigations • thedevelopmentofimproved policiesandprotocols at • assessmentsatsixbusiness thecompletionofexternal • improved resourcing ofthehealthandsafetyfunction • structure completedduringtheyear, include: Improvements underthenewhealthandsafetymanagement within theseoffi ce-based divisions. spent onhealthandsafetyauditsequipment (zero in2008).AtotalofR97500(R54602008)was Two medicaltreatment caseswere reported intheyear DIVISIONS TRADING, FINANCIALSERVICES ANDGROUP u (permillionmanhours) Injury frequency rate Fatalities Lost timeincidents Medical treatment cases Health andsafetyspend KPIs e (two businessunitswere certifi ed in 2009). management systemcertifi cation withinthedivision awareness programmes; and to mitigateinvestigationfi ndings; setting andenforcing ofsustainablerecommendations with setprotocols thathavespecifi c reference tothe business units; units byAlexanderForbestoverifyreported efforts; within thisdivision; d ) R4 366734 2009 7.07 52 24 5 in 2008forGFS Not calculated R3 282453 2008 29 79 3

Grindrod Limited / Annual Report 2009 page 85 information shareholder statements annual fi nancial fi annual t n e Simonstown Maritime School and during 2009, contributed Simonstown Maritime of new hostel accommodation the development towards facilities. the association with Adopt-a-School Foundation Through has been involved in the upliftment of (AAS), Grindrod which King Shaka High School in Umlazi, KwaZulu-Natal in pass rates for computer showed a dramatic increase of the new computer laboratory result studies as a direct which was built for the school in 2009. has also been involved with the distribution of The group is a supporter of other educational material to schools and operating in the Fathers Heart Foundation, an organisation feeding practical caring and through the Cato Manor area initiative Another orphan care of teenage orphan children. and schooling costs for is the sponsoring of home care under the administration of the children street previous organisation. Durban-based I-Care COMMUNITY, WELFARE AND HEALTH WELFARE COMMUNITY, announced its support for the Boundless In 2009, Grindrod SouthernKingsley Holgate. Africa Expedition led by the Indian Africa from expedition crossed This four-month journeyOcean to the Atlantic, a 9 000 kilometre linking conservation areas, nine countries, seven transfrontier and the communities reserves 30 national parks and nature adjacent to these conservation areas. was about uniting nine countries (Angola, This project Botswana, Lesotho, Mozambique, Namibia, South Africa, Swaziland, Zimbabwe and Zambia) into one tourist/ destination and uplifting the communities in and adventure operational footprint Grindrod’s adjacent to these areas. the ted from extends into many of the countries who benefi project. m t s sustainability e v n i

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EDUCATION AND TRAINING EDUCATION to on the internal related A full report programmes education, training and development within the group to in the schools development sub-section of is referred a full bursary In particular, the social performance report. of employees, both in scheme is available to children bias of school and tertiary education, with a strong respect disadvantaged candidates. the previously towards to black awarded A number of bursaries were ed high schools in identifi pupils to attend carefully is being KwaZulu-Natal. The performance of these children in association with the management of closely monitored these schools. continues to sponsor the Liberty Life/JSE Schools Grindrod school teams develop simulated where Challenge Project investments on the market and compete on performance over a determined period of time. through Continuing on the educational focus, Grindrod, Build, completed an ablution its association with Project block at Ukusakwabasha School in Bothas Hill and at Sithengile High School just built a maritime centre with the also has a relationship outside Durban. Grindrod

INTRODUCTION the corporate social investment (CSI) The main focus of education, which around was again centred programme and as critical to the growth by the group is regarded of South Africa. This was one of the main drivers prosperity with Adopt- for the conclusion of the B-BBEE transaction 100% of the CSI a-School Foundation (AAS), which sees (South Africa) (Pty) Limited directed spend of Grindrod also is, however, AAS initiatives. The group towards health and community welfare involved in environmental, and business development programmes. managed at the business In some instances initiatives are of each to the circumstances appropriate unit level and are operates. business and community within which it 2009 on R2,3 million during spent approximately The group (2008: R2,1 million). its CSI programmes Bank spent R2,1 million in 2009 In addition, Grindrod discounted fees to (2008: R1,9 million), mainly through involved in are private clients of the bank. These clients arts and such as education, training, environment, areas 13 of the Financial ned in section and health as defi culture Also included in this amount was the Sector Charter. on charitable monetary value of the time spent by staff organisations. Corporate social investment social CCorporate 86 page Grindrod Limited / Annual Report 2009 CCorporate social investment provides practicalandspiritualsupportto international Africa,which Sailors’ Societyofsouthern International Grindrod provides fi nancial supporttotheDurban-based rescue system. in theUnitedStatesCoast Guard’s automatedvessel Jill Derderian, commendingthecompanyforitsparticipation of appreciation from theUnitedStatesconsul-general, From Shippingreceived landtosea,Unicorn acertifi cate distributionoflapdeskstoremote ruralschoolstogether • distributionofOneNetLifemosquitonetsand • conservationeducationtrainingtoteachergroups; • theexpeditionteamdistributedmobileeducational • Grindrod donated acontainerlibrarytothecommunity • the followingactivities: The expeditionembracedlocalcommunitiesandincluded disease andsavinglives. have beendevelopedasapracticalwayofpreventing with WHOapproved "lifestraws"(waterpurifi ers) which young children; and malaria prevention educationtopregnant mothersand schools andcommunitiesenroute; libraries andprovided environmental educationto adjacent totheTembe ElephantPark; o r p o r a t e

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i n v e s t m e organisations. AfricaandotherenvironmentalFund, southern related The group continues tosupporttheWorld Wildlife London andPortElizabeth. co-ordinates its servicesattheportsinMaputo,East seafarers. The Durban-basedorganisationalso in theprovince. partnership aimedataccelerating economicdevelopment KwaZulu-Natal Growth Coalition,whichisa public-private- Grindrod continuetoco-sponsorandparticipate inthe projects bycorporates. education andsocialenterprisedevelopmentrelated in presentations aimedatdevelopingmore sustainable education andschoolsdevelopment.Grindrod participated development programmes aimedatemploymentcreation, its resources tofundadiverserangeofsustainable Business Initiative(NBI).Thelatterorganisationapplies Commerce (SACOB)andisassociatedwiththeNational Grindrod isamemberoftheSouthAfricanChamber spend. black womenforthemanagementofdonorfundsandCSI in SMBusinessConsultants,whichisownedandrunby An interest isheldthrough theFinancialServicesdivision BUSINESS DEVELOPMENT n t

((continued) c o n t i n u e d ) Grindrod Limited / Annual Report 2009 page 87 information shareholder statements annual fi nancial fi annual corporate social investment purposes; (SAASOA) and Container Liner Operators Forum; investment programmes; investor feedback presentations, the annual general investor feedback presentations, meeting and client functions; and television and radio). tonnage tax system; the proposed regarding Maputo port investments; investments; t NON-GOVERNMENTAL ORGANISATIONS, ORGANISATIONS, NON-GOVERNMENTAL COMMUNITIES AND OTHER INDUSTRY INTEREST GROUPS • Ethics Institute of South Africa; • various non-governmental organisations (NGOs) for • South African Association of Ship Operators and Agents corporate social various communities through • • Institute of Internal Africa; Auditors of South • Institute of Directors; • Institute of Risk Management of South Africa; • and Shipbrokers; Institute of Chartered • Accountants. South African Institute of Chartered MEDIA announcements; • press • publications; editorials in relevant • invited to are various publications from representatives cer (print, • with the chief executive offi interviews GOVERNMENT AUTHORITIES Meetings and discussions with: • and Industry the South African Department of Trade • Government to the group’s relating of Mozambique • Bay port Walvis the group’s Namport regarding • Transnet; • PetroSA; • African Reserve Bank (SARB); and South • (FSB). Financial Services Board n e sustainability m e g a g n commentaries e

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k a t are held at least annually in Durban, Johannesburg and are Cape Town; and implemented; explored services; have assisted in communicating the group businesses; to the group's relevant which are conferences; to our customer base; and relevant operational level. Johannesburg and Cape Town; website; price feeds; as live SENS and share and on-one meetings with major investors, institutions analysts; range of stakeholders; and and interim reports. Stakeholder engagement SStakeholder • continuously is within the group cross-marketing • via the website; to enquiries received responses • a corporate DVD and brochures a quarterly newsletter, • exhibitions and trade fairs participation in conferences, at other local and international presentations • • adverts, advertorials, editorials placed in publications • one-on-one meetings both locally and internationally at CUSTOMERS • collective meetings with partners and key customers • available on our presentation interim and annual results • is available on our website as well information relevant • shows and one- local and international investor road • with a wide communication and engagement electronic • in the annual in the disclosure cant improvements signifi • results presentations to investors in Durban, to investors in Durban, presentations results • INVESTORS AND ANALYSTS Grindrod continues to build and maintain sustainable continues to Grindrod particularly of stakeholder groups, with a range relationships and focus on strategic direction to long-term in relation sustainability practices. with key relationships has further improved The group stakeholders as summarised below: 88 page Grindrod Limited / Annual Report 2009 SStakeholder engagement www.grindrod.co.za. are communicated tosubscribersontheGrindrod website Results announcements,press releases andotherupdates MaritimeOrganisation(IMO). International • professional sustainability, HSEandclimatechange • JohannesburgStockExchange's(JSE's)Socially • SUSTAINABILITY Anonymous countrywideTip-offs • fraudawareness aninternal campaigncommenced; • cross-marketing functionsineveryregion twiceayear; • newsletters,memorandaandthecompany internal • specialistcommittees(e.g.HSEcommittees,Group • STAFF thegroup hascommitteesandreporting structures • TRADE UNIONS staff functions,strategicplanningsessionsandother • t a advisors, consultantsandauditors; Responsible Investment(SRI)Index; posted onthewebsite; intranet. Career sectionandjobopportunitiesare Environmental andClimateChangeCommittee); further details. communication activities.Pleaserefer topage79for in placetoengagewithvariousunionsandongoing initiatives onanoperationallevel. employees; and k e h o l d e r

e n g ® presentations to a g e m e n t

((continued) c o n t i n u e d ) Grindrod Limited / Annual Report 2009 page 89 emission indexing 2 information shareholder statements annual fi nancial fi annual indicator guidelines (including the pilot sector indicator guidelines (including the industry); supplement for the logistics and transportation and requirements; reporting environmental completed a second global peer industries (Grindrod benchmarking exercise). sustainability reporting e Grindrod is, as always, responsible for and reports on for and reports responsible is, as always, Grindrod and liquid waste management solid pollution prevention, owned and managed. that are for ships and water-use for fuel consumption and the accountability However, gas emissions, falls on the company associated greenhouse in turnchartering the vessel. The Shipping division charters owned and managed by a in and utilises vessels that are includes fuel use For these vessels Grindrod party. third but of reporting, and associated air emissions in the scope oxides (NOx), of waste, nitrogen does not maintain records sulphur oxides (SOx), water and wastewater. KPI on, environmental of, and reporting Measurement is guided by: within Grindrod • (GRI) environmental the Global Reporting Initiative’s • Socially Responsible Investment (SRI) Index the JSE’s • best practice within the global shipping and transport Management Systems (EMS) being Environmental and where being driven by, are developed within Grindrod ed against, ISO 14001. certifi appropriate on, greenhouse of, and reporting The measurement with the gas (GHG) emissions was done in accordance international and shipping GHG emissions GHG Protocol CO in line with the IMO’s reported are PROGRESS WITH ACHIEVING ENVIRONMENTAL PROGRESS WITH ACHIEVING ENVIRONMENTAL OBJECTIVES AND TARGETS set objectives and targets are level environmental Group policy environmental in line with the group each year, in Progress (see company website www.grindrod.co.za). terms of commitments made last year and several new commitments made in 2009, is summarised in the pages that follow. working guidelines. Grindrod will participate in the Carbon working guidelines. Grindrod rst time in 2010. (CDP) for the fi Project Disclosure c n a sustainability m r o f r e commentaries p

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and Climate Change Committee reporting to the group to the group and Climate Change Committee reporting This committee introduces cer. chief executive offi for Grindrod’s senior executive-level responsibility impacts and climate change related environmental issues; Services (HSE) manager in the Freight environment division; Services division sites; covering all Freight programme than one cant oil spills (more signifi of zero its target row, control; of oil) for all ships under Grindrod’s barrel and progress systems (EMS) within the Shipping division Services with implementation of ISO 14001 in the Freight cation); certifi division (two terminal operations received objectives and targets; and environmental key cation of environmental selected internal verifi Grindrod performance indicator (KPI) data collated from companies for this report. group n Grindrod’s environmental reporting scope follows an equity reporting environmental Grindrod’s from impacts accounting for environmental approach, share over has no control Grindrod all operations, even where of share to the company’s operating policies, according ects economic refl equity in the organisation. This approach rights to risks and and the extent of Grindrod’s interest each operation. from rewards SCOPE AND METHODOLOGY • health, safety and appointment of a senior-level • risk audit environmental commencement of an • for the fourth year in a the Shipping division achieving, • management the initiation of ISO 14001 environmental able • with setting achievable and quantifi progress • external consultants to conduct using environmental 2009 HIGHLIGHTS 2009 HIGHLIGHTS structural (appointments, both cant progress, Signifi of setting achievable and and in terms resourcing) during the able objectives and targets, was made quantifi environmental to managing the company’s year with respect footprint. include: details in the sections below, Highlights, with more • Environmental rst Group fi establishment of Grindrod’s EEnvironmentalperformance 90 page Grindrod Limited / Annual Report 2009 Grindrod board forintroduction before theendof2010. performance assessmentsis beingconsidered bythe performance indicatorsas part ofseniorpersonnel The incorporationofenvironmental management Planned improvements andnewtargets trainingcontinuedonboard intermsofeachvessel’s • training seafarer trainingconductedbytheUnicorn • seniorexecutives andmanagersreceived highlevel • organisation wascompletedduringtheyear, including: Environmental trainingandawareness atalllevelsofthe to matchequivalentinplacewithintheShippingdivision. manager wasappointedwithintheFreight Servicesdivision, A full-timeseniorlevelhealth,safetyandenvironment (HSE) directly tothe chief executiveoffi cer. is chaired by thegroup companysecretary andreports policy adoptedbytheboard in2008.Thecommittee to overseetheimplementationofgroup environmental senior executivesfrom withinthegroup, withamandate The committeewhichnowmeetsquarterly, comprises A group level environmental committeewasestablished. board levelrisk committee. and climatechangeriskformspartofthemandate climate changecommitteereports tohim.Environmental environmental policyandthegroup environmental and Grindrod’s chiefexecutiveoffi cer hassignedthegroup responsibility forthegroup’s environmental performance. Grindrod’s chiefexecutiveoffi cer assumesoverall Performance andprogress in2009 eco-effi responsibility amongemployeesanddevelopaculture of Grindrod willpromote environmental awareness and only asgoodthecommitmentofcompany’s people, In recognition thatGrindrod’s environmental efforts are ESTABLISHING ACULTURE OFRESPONSIBILITY performance EEnvironmental n fi re, fl ooding orgrounding. shipboard emergenciessuchasoilspills,collisions, management preparedness todealwithavarietyof test shipboard emergencyresponse plansandshore system. Realisticemergencydrillsare carriedoutto safety, health,environment andquality(SHEQ) spill; and environmental impactsintheeventofanaccidentor and emergencyresponse trainingthatwouldreduce school basedinDurbanincludesHSEawareness awareness expertsduring2009; training from external v ciency andecologicalresponsibility atGrindrod. i r o n m e n t a l

p e r f o r m a n c awareness training. Shipping divisionswillincludeongoingenvironmental The rollout ofISO14001withintheFreight Servicesand verifi ed datatoatleast80%by2012. estimates. Thetargetistoimprove thelevelofmeasured/ of environmental dataiscurrently basedoncalculated This reporting cyclealsorevealed thatapproximately 50% achieving 100%coveragethroughout thegroup by2012. review. Furthermanagementeffort willbefocusedon were highlightedbythisyear'senvironmental performance discharge andsolidwastegenerationwasincomplete) Remaining gapsincoverage(e.g.water-use, wastewater Planned improvements andnewtargets or bestestimatethedata,ifitwasconsidered material. measured bya businessunit,attemptswere madetoobtain queried. Furthermore, where datawasnotprovided or 2009 against2008dataandanysignifi cant varianceswere Accuracy wasimproved bycheckingreported datafor from 20business unitsin2008. (covering 77sites)were processed, compared to20returns This year, 44environmental returnsfrom 29businessunits and opportunitiesforthegroup. from, business unitscovered materialenvironmental risks ensuring thatthequestionsposedto,anddatacollated at theendofeachyeartocollateenvironmental KPI– review ofthe detailed questionnaire/data sheet,sentout their topenvironmental risksandimpacts.Thisledtoa workshop inNovember2009andbusinessunitsidentifying material sustainabilityaspectswasimproved byholdinga Completeness intermsofidentifyingandunderstanding Performance andprogress in2009 operations. environmental datacollectionfrom thediversegroup Improve ontheaccuracyandcompletenessof MANAGEMENT ANDREPORTING IMPROVING ENVIRONMENTAL DATA for fuelconsumption(andassociated GHGemissions). remainder are chartered outwithclientsbeingresponsible own vessels(thebunkertanker vessels. However, Grindrod only operatesoneofits generation andairpollution,NOx andSOx,onallowned Grindrod monitorsandreports waterusage,waste reporting onshipsemissions. Target of100%coverageintermsmonitoringand e

((continued) c o n t i n u e d ) Southern Venture ). The Grindrod Limited / Annual Report 2009 page 91 information shareholder statements annual fi nancial fi annual act on all fi ndings. Adequate allocation of resources for of resources ndings. Adequate allocation act on all fi have been made. at site level improvements internaled by and external all vessels audits, As verifi once again fully operated by the Shipping division were to solid and compliant with MARPOL both with respect with air pollution liquid waste, as well as Annex VI that deals ships and hold documents of compliance issued by from maritime authorities in terms of IMO legislation. the relevant that all Grindrod Routine audits during the year ensured fully compliant with low sulphur fuel requirements ships were (e.g. parts of the EU). for designated shipping areas and new targets Planned improvements continued through strives to maintain the record Grindrod of and the introduction management programmes the Shipping formalised EMS systems now underway within division. ADOPT A SYSTEMATIC APPROACH ADOPT A SYSTEMATIC management will be conducted following Environmental appropriate where based on or, a systematic approach, feasible, companies compliant with ISO 14001. Where health, safety, and vessels will develop integrated and quality management systems, that environmental audits. include regular in 2009 Performance and progress was made during the year with the Good progress management systems development of environmental environmental (EMS) in both divisions that have the greatest footprints/risks. Within Services division, two terminals, Durban the Freight achieved ISO 14001 Bay, (Maydon Wharf) and Richards Freight cation during 2009. Following this, the certifi out formalised EMSs at all business Services division will roll units. An ISO 14001 gap assessment forms part of the currently that are risk audit programmes environmental being undertaken by external within this professionals division and will facilitate this process. Building on the integrated SHEQ management systems (driven by ISO 9001: 2000) that have been in place on all company owned vessels for several years, the Shipping cation division formally adopted ISO 14001, with certifi within Unicorn for the fourth quarter Shipping scheduled of 2010. sustainability commentaries overview business Performance and progress in 2009 Performance and progress with to comply in full required All companies and sites are legislation and local by-laws. all applicable environmental nes or non- no material incidents of, and fi were There with applicable non-compliance monetary sanctions for, in any jurisdiction that the regulations environmental company operated in during the year under review. being The external risk audit programme environmental Services division is identifying undertaken within the Freight non-compliances with local by-laws, the South African Management Act, National Water National Environmental division's new SHE Act. The Act and the new Waste to manager is overseeing a management programme Grindrod will at all times and in all jurisdictions meet Grindrod regulatory feasible, exceed environmental and, where as well as all other industry requirements requirements, to which the company subscribes. EXCEEDING LEGAL COMPLIANCE Planned improvements and new targets and new targets Planned improvements is that some of revealed review environmental This year’s scope and a different shipping clients apply Grindrod’s not accounting and are methodology to GHG reporting emissions in their for fuel usage and/or associated GHG pay for owns the vessel but clients (i.e. Grindrod reporting and use fuel). initiated discussions the end of 2009, Grindrod Towards insight and to provide team GHG protocol with the WRI’s given the Shipping division, from guidance to GHG reporting complexity of fuel usage within this division. the relative of fuel and By 2012, the goal is to have 100% reporting operated by GHG emissions for all ships owned and/or not uence over clients that are and to extend infl Grindrod accounting for fuel consumption and associated GHG emissions, to do so. Most of the vessels that Grindrod operates are owned by a operates are Grindrod Most of the vessels that ownership). Where a pool (shared or belong to party, third and pays for the fuel, whether operates a vessel Grindrod accounts for the ship or not, Grindrod the company owns the associated GHG emissions. (GHG emissions) for shipping carbon footprint Grindrod’s vessels chartered 2009 comprised fuel consumption on 89 that the company and one owned vessel bunker tanker operated. 92 page Grindrod Limited / Annual Report 2009 systems (drivenbytheintroduction ofISO14001onall Continuous improvements toonboard management Planned improvements andnewtargets arangeofothermeasures are beingundertakenonan • Grindrod maintaineditspolicyofnottransportingany • agrowing numberofvesselsunderGrindrod’s control • allvesselsunderGrindrod’s control haveballast • continued non-useofTBTorleadcontaininganti- • include: prevent marine pollutionandimpactonmarinebiodiversity Measures that Grindrod continuestohaveinplace Performance andprogress in2009 pollution prevention standards. marine and awareness andauditsagainstinternational rigorous onboard managementsystems,ongoingtraining Minimise impactsonmarineecosystemsthrough THE WORLD’SMARINEECOSYSTEMS AND TARGET –ZEROMATERIAL POLLUTIONOF MARINE BIODIVERSITYIMPACTS: OBJECTIVE division, by2012. and/or managedbythecompanywithinShipping within theFreight Servicesdivisionandonallshipsowned EMSs basedonISO14001atallmajorland-basedsites The group hassetatargetofimplementationformalised Planned improvements andnewtargets basis. SHEQauditsonahalf-yearly conduct stringentinternal and otherbodies.Fleetmanagerswithinthegroup also company’s majoroilcustomers,underwriters,certifi cation All shipsare subjecttoregular SHEQauditsbythe EEnvironmental performance n and thesectionsbelow). (see “Exceedinglegalcompliance”sectiononpage96 ongoing basistoensure fullcompliancewithMARPOL hazardous waste;and received Bureau Veritas “Cleanship”notationin2009; liquid) whilstatsea.Two vessels (the vessels are notallowedtodisposethewaste(solidor standard (seehttp://www.cleanship.info/). These have signeduptoandare certifi ed tothe“Cleanship” between ecosystems); to ballastwater(spreading invasivemarineorganisms requirements, tominimisethepotentialimpactsrelated management planswhichcomplywithIMO fouling paint; v i r o n m e n t a l

p e Berg r f and o r Breede m a ) n c marine ecosystems. Grindrod’s excellentrecord ofminimisingimpactson other measures beingimplementedwillassistinkeeping vessels), ongoingtraining,investmentinsafershipsand this policy. All future purchases oftankerswillbeincompliancewith Planned improvements andnewtargets bund containmentisfi tted onalldeckareas. Grindrod’s ships’cargotanksare dividedintosectionsand with hightensilesteel. all tankerstoreduce thechanceofmetalfatigueassociated as doublehulleffect). Tensile steelhasbeenminimisedon from thesideof theship,toprovide extraprotection (known fi ve oil/chemicaltankers,thefueltanksare locatedaway All ofGrindrod’s tankersare doubled-hulled.Infouroutof Performance andprogress in2009 and safetyequipmentthatisthebestavailable. robustness andlongevitytohaveonboard navigation materials designedtominimisecorrosion andtopromote double hullconstructionsand/ortobeconstructedwith and chemicaltankersownedbyGrindrod willhave as aresult ofcollisionsandgroundings, 100%ofoil To minimisepotentialimpactstomarineecosystems will ensure ongoingcompliancewithMARPOL. introduction ofISO14001onallvessels)and regular audits Improving onboard managementsystems(drivenbythe Planned improvements andnewtargets landed. waste) andsafedisposalreceipts foranysolidwaste All companyrunshipsmaintaingarbagelogs(forsolid contain heavymetalsisnotincineratedonboard. the relevant provisions ofMARPOL.Anywastethatmay where possibleincinerated,instrictcompliancewith Solid wasteandoilsare separatedonboard and MARPOL. of atseaorincineratedonboard, instrictcompliancewith Biodegradable wastegeneratedinallshipsisdisposed are underway, instrictcompliancewithMARPOL. bilge water)isdischargeddirectly intotheseawhilevessels Ships' wastewater(galleywastewater, domestic/toiletand Performance andprogress in2009 whilst atseatobeinstrictcompliancewithMARPOL. Ships' wastewaterdischarge andsolidwastedisposal e

((continued) c o n t i n u e d ) Grindrod Limited / Annual Report 2009 page 93 uent discharge information shareholder statements annual fi nancial fi annual USING NATURAL RESOURCES EFFICIENTLY RESOURCES EFFICIENTLY USING NATURAL REDUCING WATER- WATER: AND MINIMISING GENERATION USE AND WASTEWATER and wastewater effl Reduce water-use intensity by 10% by 2012. in 2009 Performance and progress was 195 555 kilolitres water usage for 2009 measured Total was for 2008. The increase to 125 000 kilolitres compared Bay terminal due to expansions, particularly at the Richards within the and incomplete coverage in 2008, particularly intensity in water-use Services division. This resulted Freight in per million Rand revenue 3.7 kilolitres from increasing (with in 2009 per million Rand revenue 2008 to 7.1 kilolitres also contributing to this revenue in group the marked drop increase). by the Freight 93% of this water footprint is generated of water to washServices division, which uses large amounts conveyor belts, containers and vehicles and this machinery, will be aimed. the majority of management effort is where systems have onboard control Most ships under Grindrod’s per day (only that generate their own water up to 20 kilolitres ship-based per day). Total is required 8 kilolitres approximately from dropped water usage for ships under company control although in 2009 in 2008 to 550 kilolitres 3 500 kilolitres changes. this was largely due to boundary and operational ships and all new generation The majority of Grindrod's vacuum operated have non-water-based ships purchased, uent plants, minimising discharge of effl sewerage treatment at sea. and new targets Planned improvements per intensity (kilolitres water-use to reduce The goal remains uent wastewater effl and the resulting million Rand revenue) discharged by 10% by the end of 2012, with 2010 being set as the baseline. With this objective and target in place, the focus during 2010 the accuracy and completeness will be to not only improve Services division, of water monitoring within the Freight uent and wastewater effl but also to incorporate water-use as part of the ISO 14001 programmes discharge reduction management systems being implemented in environmental this division. risk audits have been Detailed independent environmental Services' land-based depots, scheduled initiated at Freight assisting in for completion by June 2010. The audits are opportunities for both water usage identifying improvement at the depots. and wastewater discharge reduction sustainability commentaries overview business cant oil spills (more than one barrel of oil) for than one barrel (more cant oil spills Planned improvements and new targets and new targets Planned improvements driven by formalised EMSs at all land-based Ongoing efforts handling and storage the current operations will improve arrangements of materials that pose a pollution risk. contaminated land In the light of new legislation regarding ed has identifi Act), Grindrod (as part of the new Waste its knowledge of that the company needs to improve status of any site that the company the environmental will develop a Grindrod plans to occupy or purchase. the completion of an environmental requiring procedure of a site, risk assessment prior to occupation or purchase as well as prior to exiting a site. This will be completed by the end of 2010. Performance and progress in 2009 Performance and progress to site level environmental Continuous improvements Services division, which management within the Freight than 95% of land-based environmental comprises more of the division- underway as a result are risks to the group, risk audits being conducted by externalwide environmental of ISO 14001 within this and the rollout professionals division. Within Services division, an EIA was submitted the Freight Affairs to the South African Department of Environmental cant signifi in December 2009 regarding (DEAT) and Tourism Bay operations. expansions at the Richards Minimise impacts on terrestrial ecosystems through ecosystems through Minimise impacts on terrestrial management systems, ongoing training and rigorous sites. risk audits of and environmental awareness in full with All new land-based developments to comply and impact assessment (EIA) regulations environmental conditions. approval LAND-BASED BIODIVERSITY IMPACTS: LAND-BASED BIODIVERSITY IMPACTS: – ZERO MATERIAL OBJECTIVE AND TARGET POLLUTION OF TERRESTRIAL ECOSYSTEMS Planned improvements and new targets and new targets Planned improvements continued management through Strive to maintain record of formalised and the introduction programmes ISO 14001 EMSs. Performance and progress in 2009 Performance and progress year in a row, The Shipping division achieved, for the fourth para-xylene chemical this target. In one incident, a 200 litre the vessel concerned.spill was fully contained on board Zero signifi Zero all ships under Grindrod’s control. control. all ships under Grindrod’s 94 page Grindrod Limited / Annual Report 2009 and CO only waterandcarbondioxide(CO diesel inGrindrod land-basedvehicleswere totakeplace, oil andmarinedieselinGrindrod shipsandpetrol and If completecombustionofheavyfueloil,intermediate Performance andprogress in2009 kilometre travelled by5%2015. Similarly, reduce land-basedSOxandNOxemissionsper by 2015. (NOx) emissionsperNM(nauticalmiles)travelledby5% Reduce ship-basedsulphuroxide(SOx)andnitrous oxide EMISSIONS: POLLUTIONREDUCTION MINIMISING WASTE –TRANSPORT RELATED AIR USING NATURAL RESOURCESEFFICIENTLY AND company’s landfi ll impacts. is confi dent thattheseefforts, willbearfruitandreduce the and intheFreight Servicesdivisioninparticular. Grindrod that formpartoftherollout ofISO14001withinthegroup major partoftheenvironmental managementprogrammes Improved recycling ofsolidwastestreams isgoingtoforma material recycling andreducing solidwastegoingtolandfi ll. The companyisfallingshortonitscommitmenttoincrease Planned improvements andnewtargets during thisyear'senvironmental review. Gaps inreporting ofsolidwastestreams were identifi ed waste produced in2009(7159tonnes)wasrecycled. Approximately 96tonnes(1.33%oftotal)thetotalsolid Performance andprogress in2009 by 2012. Improve materialrecycling to10%oftotalsolidwaste REDUCTION AND MINIMISINGWASTE –SOLIDWASTE USING NATURAL RESOURCESEFFICIENTLY EEnvironmental performance pollution byGrindrod. offossil fuelsandarethe burning usedastheKPIforair (NOx) emissionsare thetwokeypollutants resulting from (see nextsection).Sulphuroxide (SOx)andnitrogen oxide degradation andsomeofthem are keygreenhouse gases sulphur dioxide(SO particles (PM),volatileorganiccomponents(VOC)and carbon monoxide(CO),nitrogen oxides(NOx),benzene, hydrocarbons (HC), in practice,traceamountsofunburnt However, assuchlevelsofeffi ciency are notachievable n v 2 i . Thesepollutantsallcontributetoairquality r o n m 2 ) are emittedinadditiontowater e n t a l

p 2 ) wouldbeemitted. e r f o r m a n c fi • tting dieseltunesystemstoships'engines optimisingvessels’mainenginesforthemosteffi cient • The Shippingdivisionwillmeetthisobjectiveandtargetby: and willundertaketomeetthesetargets,are outlinedbelow. availability, measures thatthetwodivisionsare undertaking Besides marketdriventrends towards cleanerfuel Planned improvements andnewtargets these jurisdictions. resulting marketavailabilityofcleanerfuelinandaround jurisdictions (e.g.increasing partsofEUwaters)andthe introduction of cleanairlegislationinanumberofshipping Likewise, theShippingdivisionisstartingtobenefi t from the introduced (down to500ppm). further reduction inpermissiblesulphurlevelsdieselwas was phasedoutcompletelyfrom SouthAfricanpetrol and has dropped from 1000ppmto500ppm.From 2006,lead 3 000ppmandfrom 2005sulphurcontentinULPpetrol sulphur contentindieselhasdropped from 5500ppmto fuel specifications inSouthAfricarecent years.From 2002, dropped signifi cantly asaresult oftheintroduction ofnew SOx andNOxemissionsfrom land-basedvehicleshas use ofbio-fuels. division willalsoinfuture beresponsible forassessingthe maintenance andfuelconsumptionmanagement.This central pointofentryfornewvehiclesandspares purchases, established withintheFreight Servicesdivision,witha A centralisedfl eet managementsub-divisionwas the KPIand2010asbaseline). from thesesources by5%2015(usingSOxandNOxas Grindrod hascommitted toreducing normalisedairpollution both onlandandatseaisoutofthecompany’s control, While optionsare limitedasthe“cleanness”offuelsused pollution. not haveanysignifi cant stationary/site-basedsources ofair source of95%airpollutionforthegroup. Grindrod does of shipandvehiclefuelusagewithinthegroup, beingthe Efforts todatehavefocusedonimproving thereporting CFC-free R22andR404A. used byshipsandland-basedoperationsispredominantly refrigerant gasesbyGrindrod isnegligible.Refrigerantgases The consumptionandemissionofozone-depleting e in 2009); fuel consumptionandemissions (twoshipswere fi tted optimise mainengineperformance soastoreduce (implemented); fuel consumptionat90%maximumcontinuousrating

((continued) c o n t i n u e d ) Grindrod Limited / Annual Report 2009 page 95 information shareholder of offi ce space or kWh per full of offi 2 statements annual fi nancial fi annual Planned improvements and new targets and new targets Planned improvements air pollution (previous at reducing The same initiatives aimed normalised GHG will assist in reducing objective and target) and land-based transport. shipping emissions from land-based GHG 2010 will serve as the base year for will report Grindrod ciency reductions. emissions effi eet for the for the transport fl GHG emissions per kilometre this by rst time in 2010 and has committed to reducing fi 5% by 2015. time equivalent (FTE)) will be determined by the group time equivalent (FTE)) will be determined by the group and climate change committee in 2010. environmental Performance and progress in 2009 Performance and progress to invest in The economic downturn efforts hampered alternative energy options. During 2009, Unicorn Services conducted a Calulo Bunker of fuel usage, including the use of biodiesel blends. review was tted, biodiesel devices have been fi While fuel reduction not found to be economically viable at this stage. USING NATURAL RESOURCES EFFICIENTLY EFFICIENTLY RESOURCES USING NATURAL REDUCE AND MINIMISING WASTE: DEPENDENCY ON FOSSIL FUELS options Investigate alternative fuel and energy renewable feasible. where Reduce total land-based electricity usage (and associated Reduce total land-based electricity usage GHG emissions) by 5% by 2015. in 2009 Performance and progress carbon footprint comes 4% of the group’s As the remaining using electricity in buildings owned and/or used by the from ciency drive forms effi electricity the company’s company, climate Grindrod’s the second most important element of change strategy. in 2009 group Although total electricity usage for the due to to 2008, this was by 11% compared increased of coverage in terms of reporting cantly improved signifi electricity usage within the group. and new targets Planned improvements target. the base year for the 5% reduction 2008 remains ciency management plans form part of the Energy effi and will facilitate the of ISO 14001 within the group rollout achievement of this goal. In addition, the establishment of further normalised ce based electricity targets for offi electricity-use reduction usage (e.g. kWh per m

2 sustainability per 2 per tonne. 2 -e) per tonne/ 2 commentaries eet) of 5% by 2015. eet) by 5% by 2015. emissions effi ciency (as per IMO emissions effi 2 per tonne. NM in 2009. Grindrod has per tonne. NM in 2009. Grindrod 2 overview business that automatically match the electrical output to the that automatically match fewer fuel and produce energy, to save demand in order and emissions (underway); tted to date). ships have been fi (three ciency and reduce to optimise engine effi regularly and unnecessary exhaust emissions (underway ongoing); ciency (underway consumption and maximise fuel effi and ongoing); volume number of trips needed to deliver required (underway and ongoing); ciency; fuel effi existing vehicles to improve and terms of the status of exhaust catalytic converters any older to replace t programme implement a retrofi catalytic converters; and 4 standard. of the Euro 2010 are from tonne. NM by 2014 (i.e. using 2009 as the new base year). NM by an average (across the fl NM by an average (across by an Reduce land-based GHG emissions per kilometre the transport fl average (across emissions, comprises 96% of Grindrod’s total estimated emissions, comprises 96% of Grindrod’s carbon footprint (on page 98). Fuel is a major cost item for both marine and land-based operations within Grindrod. and incentivised to look for are all staff For this reason ciencies. cost) savings and effi implement fuel (and therefore normalised go hand in hand with reducing These efforts GHG emissions and air pollution. per ship CO Average Performance and progress in 2009 Performance and progress fuels in ships, Mobile combustion of petroleum-based vehicles, locomotives and site-based equipment such CO loaders and forklifts and the resulting as front-end REDUCING CLIMATE CHANGE IMPACTS REDUCING CLIMATE Reduce ship-based GHG emissions (CO • oil tanks to vessels tting dedicated low sulphur fuel fi Services division (95% of land-based air The Freight by: emissions) will meet this objective and target • maintained and serviced ensuring all vehicles are • to reduce speed and routing driver regulating • ensuring payload on carriers is optimised to reduce tting • cient vehicles and retrofi fuel effi more purchasing • eet in transport fl the company’s of conduct a review • diesel trucks purchased setting a policy that all new • fi tting vessels with power management systems with power management systems tting vessels • fi NM in 2008 to 9g CO guidelines) dropped 25% from 12g CO 25% from guidelines) dropped committed to reducing this by a further 5% to 8.5g CO committed to reducing 96 page Grindrod Limited / Annual Report 2009 This levelofinsurancecoverwillbemaintained. Planned improvements andnewtargets common law. convention,nationallegislationor by international pollution andresultant environmental liabilitiesimposed maintained foreachship,accidentorcollisionoil Protection and IndemnityClubcoverofUS$1billionis Performance andprogress in2009 shipping accident. adequately covered byinsuranceintheeventofamajor environmental risks.However, thecompanyisalso All oftheaboveefforts signifi ENVIRONMENTAL RISKINSURANCE and wind). tocoal-fibiofuels andalternatives red electricity(e.g.solar Future efforts willfocusonfurther opportunitiesintermsof Planned improvements andnewtargets performance EEnvironmental n v i r o n m e n t a cantly lowerGrindrod’s l

p e r f o r m a n c e

((continued) c o n t i n u e d ) Grindrod Limited / Annual Report 2009 page 97 information shareholder boundary and operational changes comparable year on year comparable year on year of Richards Bay terminal of Richards boundary and operational changes comparable year on year 50% decrease – refl ects shift – refl 50% decrease to diesel petrol from measured statements Scope 3 not annual fi nancial fi annual – – Estimated – ––– 1.3% of total 13 – 3757 – of a result Reduction as – not reporting, Improved 38 – 3.7 – expansion reporting, Improved 421 606 not reporting, Improved 497172 225 – reporting Improved 2008 2007 Comments 18 671 4 867 450 000 760 000 largely due to Decrease 125 000000 100 not reporting, Improved measured 15 093 464 14 587 579 Scope 3 not sustainability 10 96 41 7.1 250 222 2009 12.11 3 500 3 553 20 063 327 276 335 767 195 555 166 000 6 934 514 16 776 000 commentaries -e) 2 -e)* 2 overview business -e per Rand revenue) 2 Estimated GHG emissions intensity from Estimated GHG emissions intensity from Scope 1 and 2 emissions (gCO Total estimated GHG emissions including Total Scope 3 emissions (tonnes CO Key Performance Indicators Water and wastewater (kilolitres) Water usage Water Liquid effl uent and process wastewater uent and process Liquid effl per intensity (kilolitres Water-use million Rand revenue) in Galley waste – disposed of at sea with MARPOL accordance General – to landfi ll General – to landfi Liquid and solid chemical waste (oils, Liquid and solid chemical waste (oils, – solvents, sweepings, etc.) not recycled waste disposed of as hazardous Solid waste – recycled fuel and air emissions Energy, electricity usage (kWh) Total both owned Electricity usage on premises (kWh) and occupied by Grindrod Diesel usage in all land-based vehicles (kilolitres) usage in all land-based vehicles Petrol (kilolitres) Air pollution – SOx emitted (tonnes) Air pollution – NOx emitted (tonnes) estimated Scope 1 and 2 GHG Total emissions (tonnes CO Solid waste (tonnes) * See breakdown in table on page 98. ENVIRONMENTAL FOOTPRINT SUMMARY – GROUP KEY PERFORMANCE INDICATORS AND TRENDS INDICATORS – GROUP KEY PERFORMANCE FOOTPRINT SUMMARY ENVIRONMENTAL 98 page Grindrod Limited / Annual Report 2009 3. 2. 1. Notes: GRINDROD GROUPGHGEMISSIONS2009BREAKDOWN performance EEnvironmental ergrn a msin 331 2.5 6 1.8 8485 5914 95.6 Total 321003 Stationary combustioninbuildings(operatingleasesfrom third parties) Electricity consumptioninbuildings(operatingleasesfrom third parties) Scope 3emissions Electricity consumptioninbuildingsownedandoperatedbyGrindrod Scope 2emissions Refrigerant gasemissions Stationary combustion site-based equipmentsuchasfront-end loadersandforklifts) Mobile combustion(ofpetroleum-based fuelsinships,vehicles,locomotivesand Scope 1emissions n footprint bymorethan1%. Emissions resultingfromcorporatefl ights andrentalcarswillbeincludedinfutureestimates.Thisisalsounlikelytoincre increase thetotalfootprintbymorethan1%. The 2009reviewrevealedgapsinreportingofrefrigerantgasusage,whichwillberectifi ed in2010,althoughitisunlikelyt The 2009fi gures areforthewholegroupandcover100%ofinterms equityshareapproachadopted. v i r CARBON FOOTPRINTCONTRIBUTION o 34% n

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G 1 9 information shareholder Disposal on land: Solid waste; Hazardous waste (paints, used oil, cleaning chemicals etc); Sewage; End-of-life ships the engine and generator fuel supply lines to condition and clean fuel, ciency combustion effi improving emissions accordingly. and reducing by utilisation of shore power where power where by utilisation of shore possible; and engine and generator emissions (underway); • tment of fuel conditioning units on fi • generator operating hours reducing Unicorn Bunker Services Calulo emissions engine plans to reduce by 20% by June 2010. This will be achieved by: conducting a baseline audit of • statements annual fi nancial fi annual sustainability Air pollution including gases, Greenhouse NOx and SOx Particulates and ozone depleting substances Disposal at sea: Biodegradable waste; Ballast water; Bilge water; water Sewage and grey commentaries overview business Fuel; Paint; Lubricants; Cleaning chemicals Key environmental inputs and outputs for Shipping division's marine activities Key environmental Grindrod’s Shipping division, which comprises Unicorn Shipping and Island View Grindrod’s carbon footprint. 66% to Grindrod’s Shipping, contributes approximately Unicorn chartered owns/part-owns several vessels, most of which are parties. Island View owns, charters in Shipping out and used by third The majority of the parties. owned by third and operates vessels that are in and utilised in the vessels chartered Shipping carbon footprint is from Service of Island View Shipping. the Parcel carbon footprint, the company applied In terms of calculating Grindrod’s usage, the company accounts for fuel Grindrod the principle that where typically accounts Grindrod accounts for the associated GHG emissions. means that the majority of the for fuel in vessels that it operates. This in by Island View the vessels chartered shipping carbon footprint is from does not own these vessels, the company has Shipping. As Grindrod which in turn ciency measures, over technological fuel effi little control GHG emissions and/or ability to reduce cantly limits the company’s signifi other pollutants. Grindrod Ships) requirements, Pollution from in line with MARPOL (International of Convention for the Prevention However, vessels. All vessels can all owned and NOx and SOx emissions from of water consumption, solid waste keeps records kept to a minimum. Solid waste contributes 6% to the is therefore and consumption sea water, generate potable water from total waste generation. group’s over. has operational control for any vessels that Grindrod recorded No marine pollution incidents were DIVISIONAL ENVIRONMENTAL PERFORMANCE DIVISIONAL ENVIRONMENTAL SHIPPING 100 page Grindrod Limited / Annual Report 2009 ENVIRONMENTAL FOOTPRINT–SHIPPING performance EEnvironmental Note: oa lcrct sg kh Includedingroup totalfi gures (offi ces are locatedin division (tonnesCO Total estimatedGHGemissions intheshipping Air pollution–NOxemitted(tonnes) Air pollution–SOxemitted(tonnes) Total intermediatefueloil(kilolitres) Total heavyfueloilconsumed(kilolitres) Total marinedieseloilconsumed(kilolitres) Total electricity usage (kWh) Energy, fuelandairemissions Solid waste–recycled with MARPOL Galley waste–disposedofatseainaccordance revenue) Water-use intensity(kilolitres permillionRand Liquid effl uent andprocess wastewater Water usage Water usageandwastewaterdischarged (kilolitres) Key performanceindicators of atlandfi ll sitesashazardous waste Liquid chemicalwaste(oils,solvents,etc.)–disposed Solid waste–general(tolandfi ll) Solid andliquidchemicalwaste(tonnes) in accordance withMARPOL Liquid effl uent (domestic/toilet) –disposedofatsea (gCO and Scope2emissions–Shipping division Estimated GHGemissionsintensity from Scope 1 IMO guidelines)(gCO Range per-ship CO Average per-ship CO (gCO n the resultingemissions. fuel/emissions from Grindrodownedvesselsthatare charteredout,whereclientspay forfuelandareresponsibleaccountin Fuel consumptionfi gures andtotalestimatedGHGemissionsarefrom 89charteredinvesselsandoneowned–doesnotinclud v 2 2 -e perRandrevenue) pertonne-NM) i r o n m 2 -e) 2 e 2 -e pertonne-NM) emissionseffi ciency (asper 2 n emissionseffi ciency t a l

p e r f o r m 215 677 a 65 000 6 –31 3 423 1 390 4 799 2009 548 219 214 n 0.7 17 10 50 41 24 9 – c e Durban) Not measured Not measured Not measured above fi gure Included in

((continued) c 108 396 380 000 o 2 –33 6 Reductionasaresult ofboundaryand 467 3 7 154 2 277 08Comments 2008 164 n 37 84 38 12 20 t – i n u efforts perse) as opposedtowaterconservation ships generatingwaterduringtheyear) operational changes(i.e.numberof the Shippingdivision For thechartered vesselsoperatedin operational changes Decrease largelyduetoboundaryand e d ) g for e

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G 1 9 uent and information shareholder compensation agreement. compensation agreement. 2 General and trade waste; waste; Hazardous Tyres; End-of-life vehicles; effl Trade wastewater emitted by the transportation of 2 In terms of the agreement, led by Air In terms of the agreement, France Cargo and KLM Cargo, Grindrod PCA compensated at least 50% of the CO fruit during the months November and December 2009. Freight Services company Services company Freight Cargo Logistics Perishable Grindrod PCA) participated in Agents (Grindrod initiative in 2009, whereby rst a world-fi four South African perishable freight agents signed what is believed to be rst CO the fi statements annual fi nancial fi annual sustainability Air pollution including gases greenhouse NOx, SOx particulates and ozone depleting substances commentaries overview business ce-based resources ce-based resources Fuel; Tyres; Lubricants; Offi electricity) (e.g. paper, Water oil-based hazardous waste; oil-based hazardous and to bulk liquid transport; especially with regards Key environmental inputs and outputs for Freight Services division inputs and outputs for Freight Key environmental • of vehicles; uent during maintenance and washing waste and effl • activities; lling and refuelling storage of bulk fuel, refi • gases for the transport of perishable cargo; use of refrigerant • accidents and associated fuel spillages en-route, potential for • end-of-life vehicles. waste tyres, the greatest industry (including terminals, stevedoring, intermodal) are a service to the freight The business units providing of use and storage Use of electricity, total water consumption (182 589 kilolitres). water users, consuming 88% of the group’s aspects associated the other key environmental uent, are of industrial waste and effl oil, fuel, cleaning agents and generation with these business units. Services division: the Freight During the year, • to the divisional CEO; committee reporting established a divisional environmental • (HSE) manager; health, safety and environment appointed a senior-level • Services division sites; and covering all Freight risk audit programme commenced an environmental • by July 2011. cation ready set a target of having all business units ISO 14001 certifi FREIGHT SERVICES transport business units undertaking freight This division comprises transport industry in southern the freight and business units supporting is transport. There freight Logistics undertakes road Africa. Grindrod transport. The other business also involvement in rail and seafreight the interface between sea and land freight units in the division provide and intermodal. The transportation such as terminals, stevedoring vehicles Services division owns and operates over 1 100 road Freight southernthroughout Africa. impacts and risks of the logistics business units include: Environmental • generation of eet maintenance: storage of oils and solvents and fl 102 page Grindrod Limited / Annual Report 2009 ENVIRONMENTAL FOOTPRINT–FREIGHTSERVICES EEnvironmental performance Fleet fueleffi ciencies (kgCO (tonnes CO (fl petroleet, locomotives,movingmachinery, inowned oroperatedmobilelandsources etc.) GHG emissionsfrom combustionofdieseland Air pollution–SOxemitted(tonnes) Petrol usagein land-basedvehicles(kilolitres) (kilolitres) Diesel usageinland-basedvehicles Total electricityusage(kWh) Energy, fuelandairemissions Solid waste–recycled sweepings, etc.) Liquid andsolidchemicalwaste(oils,solvents, Solid waste–general(tolandfi ll) Solid andliquidchemicalwaste(tonnes) revenue) Water-use intensity(kilolitres permillionRand Liquid effl uent andprocess wastewater Water usage Water usageandwastewaterdischarged (kilolitres) Key performanceindicators purchased electricity(tonnesCO Scope 2and3emissionsfrom useof (gCO and Scope2emissions–Freight Servicesdivision Estimated GHGemissionsintensity from Scope 1 Perishable Cargobusinessunit(tonnesCO GHG emissionsfrom refrigerant gasuseinthe under operatingleaseagreements) (tonnesCO emissions astheyare operatedonleasedproperty in back-upgenerators(ofwhichsomeare Scope3 GHG emissionsfrom combustionofpetrol anddiesel (tonnes CO oil inseafreight (OceanAfricaContainerLines) combustion ofmarinedieseloilandheavyfuel GHG emissionsasperequityshare from n v 2 -e perRandrevenue) i r o 2 2 -e) -e) n m e n 2 t perkm) a 2 l -e)

p e r 2 -e) f o 2 -e) r m Logistics Furniture –0.89 Logistics Furniture a Bulk Transport –1.36 Auto Carriers–1.18 n c Scope 2–5914 Scope 3–8417 e 15 370677

((continued) c 164 000 182 589 20 062 50 239 55 034 o 3 334 3 400 2009 8.42 48.3 196 299 n 76 44 34 t i n

u e o esrdEstimated– Not measured Not measured Not measured Not measured Not measured Not measured d 14 538700 ) 111 187 18 653 50 939 08Comment 2008 7.83 448 297 295 54 – consumption based onwater Grindrod Limited / Annual Report 2009 page 103 -e 2 ce and 1 290 736 kWh 1 122 tonnes CO information shareholder statements annual fi nancial fi annual Selected environmental KPIs for head offi Selected environmental Financial Services Electricity consumption for Mews House, Grindrod Grindrod and Mansion House (Grindrod ce buildings) Durban head offi purchased GHG emissions from electricity (Scope 2) Water consumptionWater 11 964 kl Note: Other KPIs have been incorporated in group totals. Note: Other KPIs have been incorporated in group FINANCIAL SERVICES AND HEAD OFFICE FINANCIAL SERVICES individual servers. Now a single used Historically Grindrod uses much less electricity and is used, which data centre generates less heat. of power- The IT department undertakes assessments saving attributes prior to acquiring new equipment. not adequate facilities are ed that there has identifi Grindrod and handling e-waste in South Africa and for receiving take-back improved is in discussions with HP to explore also facilitates used IT department possibilities. Grindrod’s cartridge and paper recycling. sustainability -e -e 2 2 67.8 tonnes CO 53.25 tonnes CO commentaries overview business GHG emissions from company GHG emissions from vehicles Selected energy and GHG emissions for Trading Trading and GHG emissions for Selected energy division Electricity consumption electricity, GHG emissions from taking into account the different emission factors for electricity generation in each country Scope 3 of operation (all are 114 587 kWh electricity from emissions as all are used within an operating lease agreement). Note: Other KPIs have been incorporated in group totals. TRADING Cockett Marine (comprising Oreport, division The Trading ces in South and Shipping) has offi Oil and Atlas Trading South Singapore, Africa, the United Kingdom, France, leased under operating ces are and China. All offi Korea lease agreements. ce-based, offi impacts are environmental The main direct generation and such as electricity use, paper use, waste ce Offi company cars. gas emissions from greenhouse waste, in the generation of hazardous activities also result electronic light bulbs and redundant uorescent including fl consumption is generally equipment (e-waste). Water and not measured. agreements in rental covered of waste. This year an cant source Paper waste is a signifi The aim is to estimated 30% of paper waste was recycled. this to 100% by 2015. improve 104 page Grindrod Limited / Annual Report 2009 Reporting Initiative’s SustainabilityReportingGuidelines(www.globalreporting.org). sustainability reporting. Thefollowingtableprovides asummaryofGrindrod’s reporting againstthecriteriaofGlobal in theGRI’s workinggroupsbodiestoprovide andgovernance auniversallyaccepted,trustedcredible framework for The GlobalReportingInitiative(GRI)isaglobalmultistakeholdernetworkofthousandsexpertsworldwide,whoparticipate GG3 N6–E1 rehuegs(H)eisos95,97,100,102 94–95,97,100,102 92–93,97,100, 102 NR NOx,SOxand othersignifi cant airemissions Emissionsof ozone-depletingsubstances Greenhouse gas(GHG)emissions EN20 Biodiversityandnaturalecosystem impacts Water andwater conservation EN19 Energy andenergyconservation EN16 –EN18 Materialsandrecycling Understanding anddescribingsignifiEN11 –EN15 cant indirect economicimpacts EN8 –EN10 EN3 –EN7 EN1 –EN2 Environmental performance EC9 C inficn aca sitnercie rmgvrmn NR 58 58 79–81 Companywebsite Development and impactofinfrastructure investments andservicesprovided primarily forpublic 185 Procedures forlocalhiringandproportion ofseniormanagementhired from thelocalcommunity Policy, practicesandproportion ofspendingonlocally-basedsuppliersatsignifi cant locationsof Rangeofratiosstandard entrylevelwagecompared tolocalminimumwageatsignifi cant Signifi cant fi nancial assistancereceived from government EC8 1 Coverageoftheorganisation'sdefi ned benefi t plan obligations EC7 Financialimplicationsandotherrisksopportunitiesfortheorganisation'sactivitiesdueto EC6 Direct economicvaluegeneratedanddistributed EC5 14–16, 28,42,53 EC4 EC3 74–77 EC2 EC1 Stakeholderengagement initiatives Commitmentstoexternal Economic performance Corporategovernance Assurance MANAGEMENT APPROACHANDPERFORMANCEINDICATORS GRIcontentindex 4.14 –4.17 Contactpointfor questionsregarding thereport or itscontents 4.11 –4.13 Reportingcycle 4.1 –4.10 Reportscopeandboundary Dateofmostrecent previous report commitments andengagement Governance, Reportingperiod 3.13 3.12 3.5 –3.11 Awards received inthereporting period Signifi cant changestocompanyduringthereporting period 3.4 Scaleofthereporting organisation 3.3 Marketsserved 3.2 Nature ofownershipandlegalform 3.1 Numberofcountrieswhere theorganisationoperates Report parameters Locationoforganisation'sheadquarters 2.10 Operationalstructure oftheorganisation 2.9 Primarybrands,products and/orservices 2.8 Nameoftheorganisation 2.7 2.6 Descriptionofkeyimpacts,risksandopportunities 2.5 CEOstatement 2.4 2.3 2.2 2.1 Organisational profi 1.2 Description 1.1 Strategy andprofi GRI reference N/A –Notapplicable NR –Notreported 3

GGRI le R le Management approach benefi t through commercial, in-kind,or operation locations ofoperation climate change Management approach I content index c o n t e n t

i n d e pro bono x engagement 93, 97,100,102 95, 97,100,102 94, 97,100,102 Page number 1, 16,28,42 104 –105 85 –86 87 –88 85 –86 59 –64 14 –17 Annual 58, 66 58, 89 1 –5 4 –5 1 –5 NR NR NR 99 89 95 58 80 1 1 1 Grindrod Limited / Annual Report 2009 page 105 93 92 78 79 83 87 NR NR NR NR NR NR NR N/A 78, 81 78, 83 83 – 84 82 – 83 NR (None) NR (None) NR (None) NR (None) 78, 79, 82 N/A (None) Page number 93, 97, 100, 102 94, 97, 100, 102 94, 97, 100, 102 information shareholder statements annual fi nancial fi annual sustainability commentaries overview business mitigation Management approach Management approach Management approach outcomes Management approach their life cycle and services during impacts of products products and services subject to such information requirements and services subject to such products service information and labelling satisfaction communications communications of products and services and of products NR – Not reported N/A – Not applicable GRI reference performance (continued) Environmental EN21 Description EN22EN23 discharge Water Waste cant spills number and volume of signifi Total EN24EN25EN26EN27EN28 waste of hazardous EN29 Transport EN30and run-off Impacts to water bodies by discharges of water extent of impact and services and impacts of products Initiatives to mitigate environmental Social: Labour practices and decent work Packaging materials reclaimed LA1 – LA2 non-compliance Fines and non-monetary sanctions for environmental LA3 impacts of transporting products Environmental LA4 expenditure protection Environmental LA5LA6 – LA9 composition Workforce LA10 – LA11LA12LA13ts Employee benefi LA14 and skills development health and safety Occupational Training (trade unions) Collective bargaining agreements Social: Human rights Minimum notice period(s) HR1 – HR9 development reviews Employee performance and career Social: Society membership and other indicators of diversity age, minority group Employee gender, Ratio of basic salary of men to women by employee categorySO1 Human rights disclosure SO2SO3 92 – 93 SO4SO5 91 SO6SO7 Impacts of operations on communities to corruption Business units analysed for risks related training Anti-corruption policies and procedure 92, 94, 99 –102 to incidents of corruption Actions taken in response 79 – 81 Public policy positions and participation in public policy development and lobbying Contributions to political parties anti-trust and monopoly practices and their Legal actions for anti-competitive behaviour, 78 – 79 79 NR 87 – 88 64 N/A 64 SO8 responsibility Social: Product PR1PR2 Fines and non-monetary sanctions for non-compliance with laws and regulations and services Health and safety impacts of products and voluntary codes concerning with regulations Incidents of non-compliance health and safety N/A (None) NR PR3PR4cant of signifi and percentage by procedures and service information required of product Type and voluntary codes concerning and with regulations Incidents of non-compliance product PR5PR6PR7 of surveys measuring customer to customer satisfaction, including results Practices related to marketing voluntary codes related and to laws, standards for adherence Programmes and voluntary codes concerning Incidents of non-compliance with regulations marketing PR8PR9 of customer privacy and losses of customer data breaches regarding Substantiated complaints concerning and use nes for non-compliance with laws and regulations the provision cant fi Signifi NR (None) 108 page Grindrod Limited / Annual Report 2009 lr AKOlivier 17 February2010 Durban Company secretary C ASRobertson correct anduptodate. with theRegistrarofCompaniesallsuchreturnsasare required of apubliccompanyintermstheAct.Further, thatsuchre In termsofsection268G(d)theSouthAfricanCompaniesAct,1973, asamended(theAct),IcertifythatGrindrod Limitedhas CCertificate by company secretary Chairman I AJClark on theirbehalfby: The annualfi nancial statementssetoutonpages112to173were approved bytheboard ofdirectors on17February2010andwer auditorsconcur. basisandtheexternal on agoingconcern has adequateresources tocontinueinoperationfortheforeseeable future. Accordingly, theannualfi nancial statementshaveb In addition,thedirectors havealsoreviewed thecashfl ow forecast fortheyearto31December2010and believe thattheGrin auditors, whohaveunrestricted access toallrecords andinformation,aswelltotheauditcommittee,concurwiththisstat state ofaffairs andbusinessofthecompanygroup at31December2009andoftheprofi t fortheyeartothatdate. The estimates andjudgementsare prudent.Theyare oftheopinionthatannualfi nancial statementsfairlypresent inallmateri material lossormisstatementisminimised.Thedirectors havereviewed theappropriateness oftheaccountingpoliciesandconc reasonable assurancethatallassetsare safeguarded, thattransactionsare properly executedandrecorded andthatthepossibi Supported bytheauditcommittee,directors are satisfi controls,ed thattheinternal systemsandprocedures inoperationp the Grindrod group. operations fortheyearandthosematterswhichare materialforanappreciation ofthestateaffairs andbusinessoftheco The reviews bythechairman,chiefexecutiveoffi cer, thefi nancial director andthedetailedoperationalreports discusst • notes. segmentalanalysis;and • statementsofcashfl ows; • statementsofchangesinequity; • statementsofcomprehensive income; • • income statementsoffi nancial position; statements; • • accounting policies; The annualfi nancial statementscomprise: Financial ReportingStandards. To achievethehigheststandards offi nancial reporting, theseannualfi nancial statementshavebeendrawnuptocomplywithIn present thestateofaffairs andbusinessofthecompanygroup attheendoffi nancial yearandoftheprofi t or In termsoftheSouthAfricanCompaniesAct,1973,asamended,directors are required toprepare annualfi nancial statement The directors ofGrindrod Limitedhavepleasure inpresenting theannualfi nancial statementsfortheyearended31December 20 approval and responsibility DDirectors’ i e r e r c t i f t i c o a r s t ’ e

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c a r p e t p a r r o y v a l lossforthatyear. al respects the turns areturns true, mpany andof ement. een prepared he results of drod group s thatfairly ternational ternational luded that 09. external external e signed lodged rovide lity of Grindrod Limited / Annual Report 2009 page 109 ith The ity and nancial audit to aluating nce with tion as at ccounting olicies and y includes: the entity’s the entity’s nal Financial , N T Mtoba ircumstances, ircumstances, evaluating the e group as at e group nts that are free free nts that are (Tax & legal and (Tax , D L Kennedy information shareholder (Clients and markets) (Audit) T J Brown nancial , G M Pinnock statements annual fi annual (Finance), t r o p port [ [ C R Beukman e r (Chief operating offi cer) (Chief operating offi

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d n risk advisory), (Chairman of the board), procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the fi judgement, including the assessment of the risks of material misstatement of the fi selected depend on the auditor’s procedures to internal relevant In making those risk assessments, the auditor considers control statements, whether due to fraud or error. in the c appropriate that are to design audit procedures nancial statements in order of the fi and fair presentation preparation An audit also includes internal control. of the entity’s an opinion on the effectiveness but not for the purpose of expressing as well as ev estimates made by the directors, of accounting of accounting policies used and the reasonableness appropriateness presentation. nancial statement the overall fi a basis for our audit opinion. to provide cient and appropriate believe that the audit evidence we have obtained is suffi We Opinion nancial position of the company and th the fi in all material respects, fairly, nancial statements present In our opinion, the fi with Internatio ows for the year then ended in accordance of their operations and their cash fl 31 December 2009 and the results by the Companies Act of South Africa. and in the manner required Reporting Standards Deloitte and Touche Registered Auditors Per A G Waller Partner Durban 17 February 2010 Crescent 2 Pencarrow Park Pencarrow ce Estate La Lucia Ridge Offi La Lucia 4051 National Executive: The company’s directors are responsible for the preparation and fair presentation of these fi nancial statements in accordance w nancial statements in accordance of these fi presentation and fair for the preparation responsible are directors The company’s TO THE MEMBERS OF GRINDROD LIMITED TO THE MEMBERS OF Report on the fi the Limited which comprise nancial statements of Grindrod annual fi and group nancial statements have audited the annual fi We posi nancial statement of fi nancial position and consolidated the statement of fi the audit committee report, report, directors’ 31 December 2009, the income statement and consolidated income statement, the statement of comprehensive income and the and consolidated income statement, the statement of comprehensive 31 December 2009, the income statement of changes in equity and consolidated statement of changes in equ income, the statement consolidated statement of comprehensive cant accounting p of signifi ows for the year then ended, a summary consolidated statement of cash fl ows and statement of cash fl 112 to 173. other explanatory notes, as set out on pages for the fi responsibility Directors’ the Companies Act of South Africa. This responsibilit by in the manner required International and Standards Financial Reporting nancial stateme of fi and fair presentation to the preparation relevant designing, implementing and maintaining internal control accounting policies; and making a appropriate selecting and applying material misstatement, whether due to fraud or error; from in the circumstances. reasonable estimates that are responsibility Auditor’s conducted our audit in accorda statements based on our audit. We nancial an opinion on these fi is to express Our responsibility perform the and plan and requirements that we comply with ethical require International on Auditing. Those standards Standards material misstatement. from free nancial statements are assurance whether the fi obtain reasonable nancial statements. in the fi the amounts and disclosures to obtain audit evidence about An audit involves performing procedures Independent auditor’s re IIndependent auditor’s 110 page Grindrod Limited / Annual Report 2009 ubn40 SouthAfrica POBox1 Postaladdress Durban 4000 South Africa Durban 4000 115 Margaret MncadiAvenue Quadrant House Business address The companysecretary isMrCASRobertsonandhisaddress andthatoftheregistered offi ce are asfollows: Company secretary andregistered offi Mr RANortonwhohasnotmadehimselfavailableforre-election andwillretire on19May2010. A FStewartandLRStuart-Hillretire byrotation. Allare eligibleandhaveoffered themselvesforre-election, withtheexce According tothecompany’s articlesofassociation,attheforthcomingannualgeneralmeeting,MessrsIMGroves, JGJones,R Ms NTYSiwenduresigned asadirector on1January2010. Messrs MRFaku,JHankinsonandSDZunguwere appointedtotheboard asnon-executivedirectors on15December2009. Change indirectorate on pages67to73. Brief Directors fi nal dividendtoordinary shareholders referred toabove. The directors havealsodeclared adividendof428centsperpreference share (2008: 623cents)whichwillbepaidonthesame were asfollows: The directors havedeclared afi nal dividendof30centsperordinary share (2008:68cents).Dividendspaidorpayableinresp Dividends Limited share optionschemeduringtheyearunderreview. The issuedshare capitalincreased by3950000ordinary shares asaresult oftheallotment andissueofnewshares intermso renewed attheforthcomingannualgeneralmeeting. The directors propose thatthegeneralauthoritygrantedtothemrepurchase ordinary shares asopportunitiespresent themsel propose thattheauthoritygrantedtothemcontrol theunissuedshares berenewed. Details oftheauthorisedandissuedshares are shownonpage147andtheshare analysisisshownonpages178to179.Thedire Share capital The yearunderreview isfullycovered inthechairman’s, thechiefexecutive’s andthefi nancial director’s reviews. Year-end review The fi nancial results fortheyearended31December2009are setoutindetailonpages122to173oftheseannualfi nancial s Financial results The nature ofthegroup’s businessissetoutunderthegroup profi le onpages1to5. Nature ofbusiness group fortheyearended31December2009. The directors havepleasure inpresenting theirannualreport whichformspartoftheannualfi nancial statementsofthecompan report DDirectors’ ia 70.000.321 80.001.321 50.0030 30 15.03.2010 14.09.2009 12.03.2010 11.09.2009 08.03.2010 07.09.2009 05.03.2010 04.09.2009 17.02.2010 18.08.2009 Final Interim i curricula vitae r e c t o ofthecurrent directors are givenonpages6to9.Detailsofdirectors’ remuneration andtheshare optionschemesappear r s ’

declaration r e Date of (cents) p o ce r t Last dayto trade cum- dividend commences ex-dividend Trading Record date Payment date ect oftheyear f theGrindrod tatements. y andofthe day asthe per share A Norton, Amount ption of (cents) ves be ctors Grindrod Limited / Annual Report 2009 page 111 ertain evised led on national ses and therefore therefore selves that meeting. he nature of of he nature t. cash requirements. information shareholder nancial statements annual fi annual t plans overview commentaries sustainability business Details of the group’s employee retirement benefi t plans are separately disclosed in note 19. t plans are benefi retirement employee Details of the group’s Holding company 2009. Limited had no holding company at 31 December Grindrod Auditors Act. with section 270 (2) of the South African Companies ce in accordance will continue in offi Deloitte and Touche Subsequent events nancial year and the date of this repor between the end of the fi of the group No material change has taken place in the affairs disclosure reclassifi cation, but has not resulted in any changes in accounting policy. in any changes in accounting cation, but has not resulted reclassifi disclosure Going concern that it is and future for the foreseeable to continue operating consider that the company has adequate resources The directors ed them have satisfi nancial statements. The directors fi to adopt the going concern the company’s appropriate basis in preparing facilities to meet its foreseeable cient borrowing nancial position and that it has access to suffi the company is in a sound fi Major shareholders detai capital of the company are in excess of 5% of the issued share or indirectly, directly cially, holding benefi Shareholders pages 178 to 179 of the annual report. Special resolutions was obtained at the 2009 annual general its own shares repurchase of authority for the company or its subsidiaries to A renewal t passed by the company or its subsidiaries, to in this report other than those referred have been no special resolutions There of the group. of the state of affairs members in their appreciation cant to which might be signifi benefi Employee retirement Subsidiary companies the busines Reviews of pages 137 to 138 and 177 respectively. and associate companies is contained on Information on subsidiary performance of the main operating subsidiary companies are covered in the divisional reviews on pages 28 to 55. in the divisional reviews covered operating subsidiary companies are performance of the main (IFRS) International Financial Reporting Standards by the Inter in terms of International as issued Standards Financial Reporting prepared nancial statements were fi The company’s except for the adoption of the r year, consistent with those applied in the previous (IASB) and are Boards Accounting Standards in c has resulted Segments. The adoption of these new standards of Financial Statements and IFRS 8 Operating IAS 1 Presentation 112 page Grindrod Limited / Annual Report 2009 • Gains andlossesarisingonexchangedifferences are recognised inprofi t orlossintheperiodwhichtheyariseexceptfor: position date. Monetary assetsandliabilitiesdenominatedinsuchcurrencies are translated at theratesofexchangerulingstatement the dateoftransaction. that entityoperates.Transactions incurrencies otherthantheentity’s functionalcurrency are recognised attheratesofexc The functionalcurrency ofeachentity withinthegroup isdeterminedbasedon the currency oftheprimaryeconomicenvironment Foreign currencies Financial liabilitiesare derecognised whentherelevant obligationhaseitherbeendischarged,cancelledorexpired. All otherassetsare derecognised ondisposalorwhennofuture economicbenefi ts are expectedfrom theiruse. substantially alltherisksandrewards ofownershiphavepassed. Financial assetsare derecognised whenthecontractualrightstoreceive cashfl ows havebeentransferred orhaveexpired orwh Derecognition ofassetsandliabilities liabilities asaresult offi rm commitmentsare onlyrecognised whenoneof thepartieshasperformedundercontract. Financial instrumentsare recognised whentheentitybecomesapartytocontractualprovisions oftheinstrument.Financial will fl ow from thegroup andthecostorfairvaluecanbemeasured reliably. Liabilities are onlyrecognised iftheymeetthedefi nition ofaliability, itisprobable thatfuture economicbenefi ts associ fl ow tothegroup andthecostorfairvaluecanbemeasured reliably. Assets are onlyrecognised iftheymeetthedefi nition ofanasset,itisprobable thatfuture economicbenefi ts associatedwit Recognition ofassetsandliabilities do so,inwhichcasetheyare appliedprospectively. Changes inaccountingestimatesare recognised inprofi t orloss.Priorperioderrors are retrospectively restated unlessitis they are appliedretrospectively, unlessitisimpracticabletodoso,inwhichcasetheyare appliedprospectively. Changes inaccountingpoliciesare accountedforinaccordance withthetransitionalprovisions inthestandards. Ifnosuchgu exists andtheintentioniseithertosettleonanetbasisorrealise theassetandsettleliabilitysimultaneously. Financial assetsandfi nancial liabilitiesare offset andthenetamountreported onlywhenalegallyenforceable righttoset Assets andliabilitiesincomeexpensesare notoffset unlessspecifi cally permittedbyanaccountingstandard. The fi nancial statementsare prepared basisusingaccrualaccounting. onthegoingconcern Underlying concepts the fi nancial statements. The basisofpreparation isconsistentwiththe prioryear, exceptfornewandrevised standards andinterpretations adoptedpe Accounting Standards Board usingthehistoricalcostconventionexceptforcertainfi nancial instrumentsthatare statedatfai The fi nancial statementsare prepared inaccordanceFinancialReportingStandards withInternational (IFRS)asissuedbytheIn Accounting framework BASIS OFPREPARATION policies AAccounting • exchangedifferences ontransactionsentered intoinorder tohedgecertainforeign currency risks;and • for managementpurposesaswell asthesource andnature ofbusinessrisksandreturns. segments ofthegroup havebeenidentifi ed onaprimarybasisbybusinesssegmentwhichisrepresentative repor oftheinternal Segment accountingpoliciesare consistentwiththoseadoptedforthepreparation ofthegroup fi nancial statements. Theprinci Segmental reporting unit, thisreserve isrecognised inprofi t or loss. Resulting exchangedifferences are recognised inothercomprehensive incomeandaccumulatedinequity. Ondisposalof suchabu equityitemsattheexchangeraterulingwhenthey arose. • incomeitems,expenseitemsandcashfl ows attheaverageexchangeratesforperiod;and • assets,includinggoodwillandliabilitiesatexchange ratesrulingonthestatementoffi nancial positiondate; • South AfricanRand,are translatedasfollows: The fi nancial statementsofentitieswithinthegroup whosefunctionalcurrencies are different tothegroup’s presentation cur in thecostofthoseassetswhentheyare regarded asan adjustmenttointerest costsonthoseforeign borrowings; exchange differences onforeign currency borrowings relating toassetsunderconstructionforfuture productive use,whichare investment. occur, whichare recognised initiallyinothercomprehensive incomeandreclassifi ed from equitytoprofi t orlosson disposal exchange differences onmonetaryitemsreceivable orpayableto aforeign operationforwhichsettlementis neitherplannednor c c o u n t i n g

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of thenet 2 ting used inwhich included likelyto 0 siness 0 pal en 9 Grindrod Limited / Annual Report 2009 page 113 to joint ment of nise any ll entities r sale, in date that s share of s share a segment ate. cognised at s the power es using the joint venture. joint venture. ne with those of conditions ith the group’s ith the group’s the minorities’ out below and idated fi nancial idated fi interest are only are interest ts of the amount e group’s interest interest e group’s l transactions with he group’s interest interest he group’s stment is classifi ed stment is classifi ntrol or joint control or joint control ntrol nclude all operating Losses applicable to ent that the minorities minated on consolidation. information shareholder nancial statements annual fi annual overview commentaries sustainability business gures All segment revenue and expenses are directly attributable to the segments. Segment assets include all operating assets used by Segment assets include all operating attributable to the segments. directly and expenses are All segment revenue and consist principally of ships, property, terminals, vehicles and equipment, as well as current assets. Segment liabilities i as well as current terminals, vehicles and equipment, ships, property, and consist principally of eli are to the segments. All intra-segment transactions attributable all directly and liabilities are liabilities. These assets nancial position date period Events after the reporting of fi ect events arising after the statement adjusted to refl nancial statements are Recognised amounts in the fi indicative period date that are date. Events after the reporting additional evidence of conditions that existed at such provide dealt with by way of a note. period date are after the reporting that arose Comparative fi or a prior period error. in the event of a change in accounting policy restated are gures Comparative fi STATEMENTS FINANCIAL COMPANY Subsidiaries, associates and joint ventures re are by the company nancial statements presented the separate fi in ventures Investments in subsidiaries, associates and joint cost. FINANCIAL STATEMENTS CONSOLIDATED in subsidiaries Interests ows of the company and a statements incorporate the assets, liabilities, income, expenses and cash fl nancial The consolidated fi the company ha is achieved where Control a single economic entity. by the company (its subsidiaries) as if they were controlled its activities. ts from entity so as to obtain benefi nancial and operating policies of the acquired to govern the fi income statement and state included in the consolidated or disposed of during the year are of subsidiaries acquired The results date of disposal, as appropriate. date of acquisition or up to the effective the effective income from comprehensive subsidiaries to bring the accounting policies used into li nancial statements of made to the fi adjustments are necessary, Where used by the group. eliminated. balances and transactions are All material inter-company It consis equity therein. the group shown separately from in the net assets of consolidated subsidiaries are Minority interests On acquisition, in equity of the subsidiary. of changes share at acquisition plus the minorities’ subsequent of those interests acquired. able assets and liabilities fair values of the identifi pre-acquisition of the proportion at the is measured interest ext except to the interest allocated against the group’s in the subsidiaries’ equity are minorities in excess of their interest to be equity participants and al considered nancial ability to cover losses. Minorities are have a binding obligation and the fi within equity. directly recorded minorities are companies in associate Interests in a interest uence and that is neither a subsidiary nor an infl cant has signifi An associate is an entity over which the group and operating policy decisions of the investee but is not co nancial uence is the power to participate in the fi cant infl Signifi incorporate the assets, liabilities, income and expenses of associat nancial statements over those policies. The consolidated fi ed as held fo the acquisition date to the disposal date, except when the investment is classifi equity method of accounting from to recog assets held for sale. The carrying amount of such investments is reduced which case it is accounted for as non-current in excess of the group’s decline, other than a temporary decline, in the value of individual investments. Losses of associates legal or constructive obligations or made payments on behalf of the associ has incurred extent that the group to the recognised with the accounting policy for goodwill as set Goodwill arising on the acquisition of associates is accounted for in accordance is included in the carrying amount of the associate. eliminated to the extent of th ts and losses are profi unrealised entity transacts with an associate of the group, a group Where associate. in the relevant ventures in joint Interests and other parties undertake an economic activity that is subject the group is a contractual arrangement whereby A joint venture consolidation, except when the inve entities using proportionate in jointly controlled its interests reports The group control. assets held for sale and discontinued operations. The group’ as held for sale, in which case it is accounted for as non-current entities is combined with the equivalent items in the consol the assets, liabilities, income and expenses of jointly controlled statements on a line-by-line basis. w entity is accounted for in accordance in a jointly controlled interest Any goodwill arising on the acquisition of the group’s accounting policy for goodwill arising on the acquisition of a subsidi 114 page Grindrod Limited / Annual Report 2009 profi t orlossondisposal. On disposalofasubsidiary, associateorjointlycontrolled entity, theattributableamount ofgoodwillisincludedinthedet goodwill isnotreversed inasubsequentperiod. then totheotherassetsofunit pro-rata onthebasisofcarryingamount ofeachassetintheunit.Animpairmentloss carrying amountoftheunit,impairmentlossisallocatedfi rst toreduce thecarryingamountofany goodwill allocatedto frequently whenthere isanindicationthattheunitmaybeimpaired. Iftherecoverable amountofthecash-generating unitis synergies ofthecombination.Cash-generatingunitstowhichgoodwill hasbeenallocatedare testedforimpairment annually, or For thepurposeofimpairmenttesting,goodwillisallocatedtoeach ofthegroup’s cash-generatingunitsexpectedtobenefi t f Goodwill isinitiallyrecognised asanassetatcostandissubsequentlymeasured atcostlessanyaccumulatedimpairmentlosse of theidentifi able assets,liabilitiesandcontingentofthesubsidiary, associateorjointventure recognised at recognised inabusinesscombinationandisdeterminedastheexcessofcostacquisitionovergroup’s interest inth Goodwill represents thefuture economicbenefi ts arisingfrom assetsthatare notcapable ofbeingindividuallyidentifi ed and Goodwill 3-10years Intangible assets period. Expenditure relating toleaseholdproperties iscapitalised anddepreciated overtheperiodoflease, or25years,whicheve the assetsare ready fortheirintendeduse. accordance withthegroup’s accountingpolicy. Depreciation oftheseassets,onthesamebasisasotherproperty assets,commen at cost,lessanyrecognised impairmentloss.Costincludesprofessional feesand,forqualifyingassets,borrowing costscapit Properties inthecourseofconstructionforproduction, supplyoradministrativepurposes,forpurposesnotyetdetermined, depreciation isnotprovided. 5-20years useful lifetothegroup, currently estimatedat50yearsfrom thedateofacquisition.Where theestimatedresidual valueexce 3-5years Freehold landisrefl ected atcostandnotdepreciated. Buildingsare refl ected atcostanddepreciated toestimated residual v of sales. sale ofthe“heldforsale”assets,salesvalueisrecorded ingross revenue andtherelated carryingvalueoftheseassets rented andadecisionismadetoselltheseassets,thecarryingamounttransferred tocurrent assets(inventories)as“held Assets thatare heldforrental are initiallyclassifi ed asships,property, terminals,vehiclesandequipment.Whentheseasse reviewed annually. the itemitself,thesepartsare depreciated overtheirestimatedusefullives.Themethodsofdepreciation, usefullivesandr Depreciation commenceswhentheassetsare ready fortheirintendeduse.Where signifi cant partsofanitemhavedifferent usef Vehicles Information technologyequipment Terminals andmachinery Locomotives 15 a straight-linebasisasfollows: Terminals, vehiclesandequipmentare refl ected atcostandare depreciated overtheirestimatedusefullivestoresi this componentisdepreciated ona straight-linebasisovertheremaining periodtotheestimateddry-dockingdate. corresponds totheeconomicbenefi t tobederiveduntilthenextscheduleddry-dockingofvesselunderownership the the vessel’s carryingamountatthetimeof sale. Atthedateofacquisitionavessel,managementestimatescomponent docking isderecognised. Intheevent ofavesselsale,therespective carrying valuesofdry-dockingcostsare derecognised to In thecaseswhere thedry-dockingtakesplaceearlierthan2,5yearssinceprevious one,thecarryingamountofprevio which isgenerallytheperioduntilnextscheduleddry-docking. with dry-dockingastheyoccurbyaddingthemtothecostofvesselandamortisesthesecostsonastraight-linebasisover maintenance thatcannotbeperformedwhilethevesselsare inoperationare generallyperformed.Thegroup capitalisesthecost From timetothegroup’s vesselsare required tobedry-dockedforinspectionandre-licensing atwhichtimemajorrepairs on astraight-linebasistoanestimatedresidual valueovertheirusefullifetothegroup. young fl eet compared tothemarketaverageandestimatesusefullifeas15yearsfrom dateofdeliveryfornewships.Shipsare average usefullifeofashipisestimatedtorangefrom 25to30yearsatwhichpointitwouldusuallybescrapped.Thegroup related totheacquisitionupuntiltimewhen theassetisready foruse,includinginterest expenseincurred duringthepe Ships are measured atcostlessaccumulateddepreciation andanyimpairmentlosses.Costcomprisesacquisitioncostcostsd Ships, property, terminals,vehiclesandequipment years STATEMENT OFFINANCIALPOSITION FINANCIAL STATEMENT ITEMS ((continued) policies AAccounting c o c n t i c n u o e d u ) n t i n g

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D e the dateofacquisition. c e m esidual valuesare ermination ofthe recorded incost riod. Themarket forsale”.Upon b recognised for dual values,on ts ceasetobe e netfairvalue alue overtheir r isthelesser e eds thecost, thecostthat less thanthe depreciated s associated the unitand maintains a are carried r gether with group and s. 2,5years, separately

ces when ul livesto 2 alised in rom the us dry- 0 more irectly and 0 9 Grindrod Limited / Annual Report 2009 page 115 ion/ fy for ugh the oup are oup are mum the with the t to being estimated ifferences. ifferences. d at the tax and certain re expected re l statements iscounted at impairment. The amount y differences, y differences, on dividends). the asset and ugh sale rather ss costs to sell hich deductible ting profi t. ting profi against current against current orm of materials ssed as having a l recognition (other l recognition nation. If assessed sed in profi t or loss sed in profi e reliably measured. e reliably have been enacted abilities exceeds the indication that it may be information shareholder nancial statements annual fi annual overview commentaries sustainability business Goodwill arising on acquisitions before the date of transition to IFRS has been retained at the previous SA GAAP amounts subjec SA GAAP at the previous the date of transition to IFRS has been retained before Goodwill arising on acquisitions tested for impairment at that date. tested for impairment at liabilities and contingent li able assets, in the identifi interest the fair value of the group’s If, on a business combination, t or loss immediately. in profi excess is recognised cost of acquisition, this Other intangible assets long-term contracts includes purchased able non-monetary asset without physical substance. It An intangible asset is an identifi (including packaged software). and installation of major information systems costs of purchase business combi as part of a at cost or at fair value if acquired initially recognised separately are Intangible assets acquired If asse if necessary. amortised but tested for impairment annually and impaired, nite useful life, it is not as having an indefi is an over its useful lives using a straight-line basis and tested for impairment if there nite useful life, it is amortised fi impaired. taxation assets and liabilities Deferred nancia in the fi between the carrying amounts of assets and liabilities on temporary differences taxation is recognised Deferred measure assets and liabilities are taxation t. Deferred taxable profi tax bases used in the computation of and the corresponding based on tax rates that is settled or the asset realised, expected to apply in the period in which the liability rates that are period. or substantively enacted by the end of the reporting of deductible temporar periods in respect in future the amount of income taxes recoverable taxation asset represents A deferred for secondary tax unused credits (including credits of unused tax of unused tax losses and the carry forward the carry forward ts will be available against w that taxable profi to the extent that it is probable only recognised taxation assets are Deferred be utilised. can temporary differences d of taxable temporary periods in respect the amount of income taxes payable in future taxation liability represents A deferred cally exempt. unless specifi for taxable temporary differences, recognised taxation liabilities are Deferred the initia goodwill or from arises from if the temporary difference not recognised taxation assets and liabilities are Deferred neither taxable income nor accoun and liabilities in a transaction that affects than in a business combination) of other assets taxation assets current right to offset is a legally enforceable when there offset taxation assets and liabilities are Deferred these on a net basis. taxation liabilities and it is the intention to settle Loans and advances less any rate method interest effective at amortised cost using the recognised are Advances designated as loans and receivables to fair value thro remeasured and loss and are t profi held at fair value through Fixed rate advances which have been hedged are date. income statement at each subsequent reporting of the facility or whe and the Bank is not considering renewal the facility has expired past due where considered are Exposures c provis and a specifi impaired considered are Past due exposures than one month in arrears. more ows on the facility are cash fl cation. the date of the classifi a completed sale within one year from as recognition in accordance measured ed as held for sale the carrying amount of assets and liabilities are Immediately prior to being classifi at the lower of the carrying amount and fair value le cation as held for sale it is measured After classifi applicable standard. t or loss for any initial and subsequent write-down of in profi loss is recognised An impairment not depreciated. and therefore, in fair value less costs to sell is recogni to fair value less costs to sell. A gain for any subsequent increase disposal group recognised. to the extent that it is not in excess of the cumulative impairment loss previously not depreciated. ed as held for sale are classifi that are or disposal groups assets Non-current Inventories for such sale or in the f of production course of business, in the process assets held for sale in the ordinary Inventories are of services. or in the rendering process or supplies to be consumed in the production impairment amount is raised based on the carrying amount less the expected realisable value of the security held, but as a mini impairment amount is raised based on the carrying amount less the expected realisable requirement. amount should be equivalent to the regulatory is objective evidence that the accounted for when there for indicators of impairment and impairments are assessed Advances are by events occurring subsequent to initial recognition. the assets/advances have been negatively impaired ows from cash fl future ows, d cash fl estimated future value of carrying amount and the present between the asset’s of the impairment is the difference to the extent that the loss can b written off are to be irrecoverable rate. Advances considered interest the original effective held for sale assets Non-current principally thro amount will be recovered ed as held for sale if the carrying classifi are or disposal groups assets Non-current the assets or disposal gr as met only when the sale is highly probable, use. This condition is regarded continuing than through condition and management is committed to the sale which should be expected to quali available for immediate sale in its present 116 page Grindrod Limited / Annual Report 2009 classifi ed asheldfortradingare measured atfairvalue,withchangesin valuebeingincludedinnetprofi t orloss. Non-derivative fi nancial liabilitiesthat are designatedoninitialrecognition asfi nancial liabilitiesheldatafairvaluet of theborrowings inaccordance withtheaccountingpolicy forborrowing costs(seeaccounting policybelow). Any difference betweentheproceeds (netoftransactioncosts)andthesettlementorredemption ofborrowings isrecognised ove cash fl ows. classifi ed asheldfortradingare measured atamortisedcost.Itemswithextendedtermsare initiallyrecorded atthepresent Non-derivative fi nancial liabilities thatare notdesignatedoninitialrecognition asfi nancial liabilitiesheldatfairvalue as heldatfairvaluethrough profi t orloss. Financial liabilitiesare accountedforatfairvaluethrough profi t orlosswhere thefi nancial liabilityiseitherheldfort at fairvaluethrough profi t orlossare expensed. Financial liabilitiesare initiallymeasured atfairvalueplustransactioncosts.However, transactioncostsinrespect offi n assets orfi nancial liabilitieswithanotherentityunderconditionsthatare potentiallyunfavourabletotheentity. A fi nancial liabilityisathatcontractualobligationtodelivercashoranother fi nancial assettoanotherent Financial liabilities profi t orloss. and characteristicsare notcloselyrelated tothoseofthehostcontractandisnotdesignatedasheldatfa Derivatives embeddedinotherfi nancial instrumentsorothernon-fi nancial hostcontractsare treated asseparatederivativesw Cash andcashequivalentsare measured atfairvalue,withchangesinvaluebeingincludedprofi t orloss. instruments are more thanandtheyare notexpectedtoberealised within,12months. designated ascashfl ow hedges.Thefairvalueofderivativeassetsisclassifi ed asnon-current assetsiftheremaining maturi Derivatives thatare assetsare measured atfairvalue,withchangesinvaluebeingincludedprofi t orlossotherthan at byusingappropriate valuationmodelsifunlisted. previously recognised inequityisincludedprofi t orlossfortheperiod.Fairvalue,thispurpose,ismarketvalueif being recognised directly inequity. Where theinvestmentisdisposedofordeterminedtobeimpaired, thecumulativegaino Other investmentsare classifi ed asavailable-for-sale fi nancial assets.Theseinvestmentsare carriedatfairvaluewithanyg in profi t orloss. future cashfl ows andinterest incomeisaccountedforoverthetermuntilpaymentreceived. Write-downs oftheseassetsare which isdeterminedassetoutunderimpairmentofassetsbelow. Itemswithextendedtermsare initiallyrecorded atthepresen Trade andotherreceivables are classifi ed asloansandreceivables andare measured atamortisedcostlessprovision fordoubt recognised inprofi t orlosswhentheyarise. measured atcost,includingtransactioncostsandare re-measured tofairvalueateachsubsequentreporting date.Changesinf Investment bankingportfolioassetsare classifi ed asheldfortradingandare recognised onasettlementbasis.Theseinvestme Fair value,forthispurpose,ismarketvalueiflistedoraarrivedatbyusingappropriate valuationmodelsifunlisted designated asheldatfairvaluethrough profi t orlossandare carriedatfairvaluewithanygainsorlossesbeingrecognised Financial assetsare accountedforatfairvaluethrough profi t orlosswhere thefi nancial assetiseitherclassifi ed asheld irrecoverable amounts. Investments classifi ed asheld-to-maturityfi nancial assetsare measured atamortisedcostlessanyimpairmentlossesrecognise as heldatfairvaluethrough profi t orlossare expensed. Financial assetsare initiallymeasured atfairvalueplustransactioncosts.However, transactioncostsinrespect offi nancia to theentity. from anotherentity, ortoexchangefi nancial assetsorfi nancial liabilitieswithanotherentityunderconditionsthatare pot A fi nancial assetisanthatcash,equityinstrumentofanotherentity, acontractualrighttoreceive cashoranot Financial assets sell, changesinfairvaluelesscoststosellare recognised inprofi t orlossintheperiodofchange. Agricultural andothercommoditiesare valued atfairvaluelesscoststosell.Whensuchinventoriesare measured atfairvalu or reversal occurs. and alllossesofinventoriesorreversals ofprevious write-downsorlossesare recognised incostofsalestheperiod When inventoriesare sold,thecarryingamount isrecognised aspartofcostsales.Anywrite-downinventoriestonetrea when issuedtotheships. realisable value.Costisdeterminedonaweighted averageandfi rst-in-fi rst-out basis.Spares onboard shipsare chargedagai Inventories whichincludemerchandise, bunkersonboard shipsandotherconsumablestores are valuedatthelowerofcostandn ((continued) policies AAccounting c o c n t i c n u o e d u ) n t i n g

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D ity ortoexchangefi nancial rading oritisdesignated through profi t orloss e hrough profi t orloss listed oravaluearrived ancial liabilitiesasheld c e . l assetsdesignated m her fi nancial asset entially favourable write-down, loss inprofi t orloss. for tradingoris b ir valuethrough e lesscoststo value offuture ains orlosses nts are initially e hen theirrisk lisable value air valueare r nst income d torefl ect derivatives expensed

r theterm ful debts, 2 t valueof ty ofthe 0 r loss 0 9 et Grindrod Limited / Annual Report 2009 page 117 r d roup roup tion to ome is ol over ing the group’s group’s ty sales, benefi ts benefi nt of the l payment he relevant he relevant ted voyages hen their risk it is probable it is probable al, provisions al, provisions net invoiced of money and ble experience n those infl ows n those infl ir value through ir value through ter contracts or al arrangement. fi nancial position. fi information shareholder nancial statements annual fi annual t obligations overview commentaries sustainability business the goods sold; the group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective contr usually associated with ownership nor effective neither continuing managerial involvement to the degree retains the group acts as principal, the total value of business handled is included in revenue. on a yield to maturity basis over the average life of t Fee income earned and recognised on origination of advances is deferred of the fee inc value the present agreement by contractual of knowledge-based fee income is deferred the receipt advances. Where over the duration of contractual receipt. is recognised and the accretion upfront recognised payment have been established. rights to receive when the shareholders’ investments is recognised Dividend income from • reliably; can be measured the amount of revenue • ow to the entity; and ts associated with the transaction will fl that the economic benefi it is probable • reliably. of the transaction can be measured in respect or to be incurred the costs incurred uncomple on completion of the voyage and for is recognised revenue on a daily accrual basis. Freight is recognised Charter-hire Derivatives embedded in other fi nancial instruments or other non-fi nancial host contracts are treated as separate derivatives w as treated host contracts are nancial nancial instruments or other non-fi in other fi Derivatives embedded and characteristics are not closely related to those of the host contract and the host contract is not designated as held at fa the host contract and the host contract is not to those of not closely related and characteristics are t or loss. profi Post-employment benefi funds. provident ned contribution plan as well as two defi t pension ned benefi operates a defi The group The cost of providing charged against income when incurred. ned contribution funds are defi contributions to the group’s Current us determined and provided medical aid are of post-retirement t plan and the obligation in respect ned benefi defi to the group’s adjusted for any unfavoura t plan are ned benefi actuarial valuation method. Contribution rates to the defi unit credit projected to account in the brought fund. Actuarial surpluses are within the retained are adjustments. Favourable experience adjustments ts will be available to the group. it is clear that economic benefi nancial statements only when fi the statement of for in provided ts has been fully medical benefi of post-retirement in respect estimated liability The group’s when exercised. capital to share credited options are on share option scheme. The proceeds operates a share The group is a legal or constructive obliga as an expense when there t-sharing and bonus payments is recognised The expected cost of profi of past performance. make such payments as a result Provisions of past events, for which legal or constructive obligation, as a result has a present when the group recognised are Provisions estimate can be made for the amou and a reliable to settle the obligation ts will be required ow of economic benefi that an outfl obligation. of discounting is materi the effect obligation. Where to settle the present required at the expenditure measured are Provisions market assessment of the time value ects the current discount rate that refl value using a pre-tax at their present measured are have not been adjusted. ow estimates cash fl the risks for which future contracts Onerous ship char of onerous lling the terms costs of fulfi obligations of the unavoidable future is made for the present Full provision is committed. to which the group contracts of affreightment Equity liabilities or as equity based on the substance of the contractu nancial ed as either fi classifi Debt and equity instruments are issue costs. direct net of received, the proceeds at recorded are Equity instruments issued by the group INCOME STATEMENT Revenue activities whe the ordinary ts during the period arising in the course of ow of economic benefi infl the gross Revenue represents are equity participants. Included in revenue to contributions from relating other than increases in equity, in increases result commodi dividends received, handling fee revenue, charter-hire, sales to customers for goods and services, ship sales, freight, and fee income. interest nancial institution gross commission and fi value added taxation and othe Cash and settlement discounts, rebates, or receivable. at the amount received Revenue is measured for over the term unti income is accounted granted, interest extended terms are Where revenue. excluded from taxes are indirect is received. ed: satisfi when all of the following conditions are the sale of goods is recognised Revenue from • of ownership of the goods; cant risks and rewards to the buyer the signifi has transferred the group • an included based on estimated voyage result completion basis. Results of uncompleted voyages are on the percentage at year-end for in full. provided voyage time elapsed. Anticipated losses for contracts arising on uncompleted voyages are the g Where on a commission basis, only the commission is included in revenue. acts as agent and is remunerated the group Where 118 page Grindrod Limited / Annual Report 2009 • impairmentsofgoodwillandnon-current assets; • due to: Non-trading itemscoverthoseamountsthatare notconsidered tobeofanoperating/tradingnature andgenerallyincludere-mea Non-trading items for theirintendeduseorsale.Allotherborrowing costsare expensedintheperiod inwhichtheyare incurred. time togetready fortheirintendeduseorsale,are addedtothecostofthoseassets,untilsuchtimeasassetsare subs qualifying assets)directly attributable totheacquisition,constructionorproduction ofassetsthatnecessarilytakeasubst Borrowing onthetemporaryinvestmentofspecifi costs(netofinvestmentincomeearned c borrowings pendingtheirexpenditure o Borrowing costs make suchpaymentsasaresult of pastperformance. The expectedcostofprofi t-sharing andbonuspaymentsisrecognised asanexpensewhenthere isalegalorconstructiveobliga entitlement or, inthecaseofnon-accumulatingabsences,whenabsencesoccur. cost ofshort-termaccumulatingcompensatedabsencesisrecognised asanexpensetheemployeesrender servicethatincreases The costofshort-termemployeebenefi ts isrecognised in theperiodwhichserviceisrendered andisnotdiscounted.Th The costofproviding employeebenefi ts isaccountedforintheperiodwhichbenefi ts arebyemployees. earned Employee benefi in theperiodwrite-down,lossorreversal occurs. inventories tonetrealisable valueandalllosses ofinventoriesorreversals ofprevious write-downsorlossesare recognised When inventoriesand“heldforsale”are sold,thecarryingamountisrecognised aspartofcostsales.Anywrit Cost ofsales Ship salesare recognised whenthesignifi cant risksandrewards ofownershiphavebeentransferred tothebuyer. the amountofamortisationanydiscountorpremium. Interest incomeisrecognised onatimeproportion basiswhichtakesintoaccounttheeffective yieldontheasset.Interest in ((continued) policies AAccounting • gainsandlossesonthedisposalofproperty, terminals,vehiclesandequipment; • gainsandlossesonthemeasurement tofairvaluelesscostssellofnon-current assetsordisposalgroups classifi ed ash • • liability. gains orlossesrecognised inequityare includedinthe initialmeasurement oftheacquisitioncost orothercarryingamounto If ahedgeofforecast transactionsubsequentlyresults intherecognition ofanon-fi nancial assetornon-fi nancial liabilit gains orlossesrecognised inequityare transferred toincomeinthesameperiodwhich theassetorliabilityaffects profi If aneffective hedgeofaforecast transactionsubsequently results intherecognition ofafi nancial assetorfi nancial liabi of theforeign currency riskofafi rm commitmentisdesignatedandaccountedforasacashfl ow hedge. to beaneffective hedgeisrecognised directly inequityandtheineffective andover-effective portionsare recognised inpro If acashfl ow hedgemeetstheconditionsforaccountingportionofgainorlossonhedging instrumentthati included inthecarryingamountofhedgeditemandrecognised inprofi t orloss. If afairvaluehedgemeetstheconditionsforaccounting,any gainorlossonthehedgeditemattributableto Hedge accounting TRANSACTIONS ANDEVENTS recognised inequity. Deferred taxationisrecognised inprofi t orlossexceptwhenitrelates toitemscredited orchargeddirectly toequity, inwh of future STC. taxation isrecognised ifdividendsreceived inthecurrent yearcan beoffset againstfuture dividendpaymentstotheextento Secondary taxationoncompanies(STC)isrecognised aspartofthecurrent taxationchargewhentherelated dividendisdeclare deductible usingtaxratesthatare applicabletotaxableincome. The chargeforcurrent taxationisbasedontheresults fortheyearasadjustedincomethat isexemptandexpensesthatar Taxation were previously recognised directly inequity) are notincludedinnon-tradingitems. Re-measurements tofairvalueofotherfi nancial instruments(includingamountsrecycled through profi thegroup’s t orlossundercashfl proportionate share ofexceptionalitems(determinedonthesamebasis)associatesandjointventures. ow • c o discontinued operations; gains andlossesonthemeasurement tofairvaluelesscostssell(oronthedisposal)ofassetsordisposalgroups constitu to thegroup’s presentation currency; recycling through profi t orlossofforeign currency translationreserves upondisposalofentitieswhosefunctionalcurrencies fi nancial assetsandrealisation ofhedgesanetinvestmentinforeign operation;and recycling through profi t orlossoffairvaluegainsandlossespreviously recognised directly inequityuponthedisposalofa c n t i c n u o e t costs t d u ) n t i n g

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D e c e lity, the associated fi t orloss.Ahedge m t orloss. ich caseitisalso y, the associated incostofsales vailable-for-sale b antial periodof come includes f thereduction tantially ready e f theassetor s determined hedgesthat are different eld forsale; e expected r d. Deferred surements e-down of

2 0 riskis tion to e not their 0 ting 9 n Grindrod Limited / Annual Report 2009 page 119 for a cation when lease, and the forward forward nsaction stimated mitments ave been ual asset, mbination. goodwill is dence that stimated in tion charge et (or cash- lation of the e assets. profi t or loss profi the nature of the nature t value of the ill and then to bilities or fi rm bilities or fi oss. te risks which n the hedging red to their fair red se assets have ic rate of return in which case it ss the derivative applicable to the ey are capitalised capitalised ey are ed in profi t or loss. ed in profi amount is reduced amount is reduced information shareholder nancial statements annual fi annual overview commentaries sustainability business cation If a hedge of a net investment in a foreign entity meets the conditions for hedge accounting, the portion of the gain or loss o entity meets the conditions for hedge accounting, in a foreign If a hedge of a net investment instrument that is determined to be an effective hedge is recognised directly in equity and the ineffective portion is recognis in equity and the ineffective directly hedge is recognised to be an effective instrument that is determined t or loss. to profi in equity is transferred the gain or loss recognised entity, On disposal of a foreign meets the hedge accounting criteria (including basis when the hedge no longer on a prospective Hedge accounting is discontinued tra ow hedges the forecast when for cash fl when the hedge instrument is sold, terminated or exercised, it becomes ineffective), Any cumulative gain or loss on the hedging instrument hedge designation is revoked. is no longer expected to occur or when the the transaction is no longer expected to occur, in equity until the transaction occurs, unless transaction is retained forecast t or loss for the period. to profi is transferred Derivatives ra exchange foreign rate and to interest its exposure to manage nancial instruments in order enters into derivative fi The group options and swaps, futures, rate interest and contracts, cross-currency exchange ow impact. This includes forward have a cash fl swap agreements. freight measu subsequently into and are is entered at fair value at the date a derivative contract initially recognised Derivatives are t or loss immediately unle in profi gain or loss is recognised nancial position date. The resultant value at each statement of fi t or loss depends on in profi event the timing of the recognition as a hedging instrument, in which is designated and effective assets or lia hedges of the fair value of recognised designates certain derivatives as either The group the hedge relationship. rm com risk of fi currency or hedges of foreign transactions forecast probable commitments (fair value hedges), hedges of highly operations. of net investments in foreign ow hedges), or hedges (cash fl Impairment of assets is any indi intangible assets is assessed to determine whether there date the carrying amount of tangible and At each reporting amount of the asset is e indication exists, the recoverable an impairment loss. If any such that those assets may have suffered amount of an individ to estimate the recoverable it is not possible to determine the extent of the impairment loss. Where order included in the calcu in use, the asset belongs is estimated. Value amount of the cash-generating unit to which the recoverable market conditions and the expected lives of th ows, forecast cash fl amount, is estimated taking into account future recoverable is estimated to be less than its carrying amount, its carrying amount of an asset (or cash-generating unit) If the recoverable the carrying amount of goodw rst allocated to reduce The impairment loss is fi amount and zero. to the higher of its recoverable or amortisa of an impairment loss, the depreciation Subsequent to the recognition the other assets of the cash-generating unit. useful life. value, over its remaining carrying value, less any residual for the asset is adjusted to allocate its remaining objective evi c and on specifi determined based are receivables nancial assets as well as trade and other Impairment losses on fi value of the e between the carrying amount of the assets and the present as the difference measured and are impaired assets are rate computed at initial recognition. interest ows discounted at the effective cash fl future the carrying amount of the ass t or loss. If an impairment loss subsequently reverses, in profi recognised Impairment losses are to the carrying amount that would h amount but limited estimate of its recoverable to the revised generating unit) is increased t or l in profi of an impairment loss is recognised in prior years. A reversal determined had no impairment loss been recognised the nite useful lives or not available for use and the cash-generating units to which Goodwill and intangible assets with indefi testing, is no indication of impairment. For the purpose of impairment tested for impairment even if there been allocated, are of the co the synergies of the combination at inception t from allocated to each of the cash-generating units expected to benefi The attributable amount of goodwill is included in the not subsequently reversed. on goodwill are Impairment losses recognised on disposal when the associated business is sold. Leasing Classifi nance leases or operating leases at the inception of the lease. ed as fi classifi Leases are In the capacity of a lessor net investment in the at the amount of the group’s as receivables recognised nance lease are lessees under a fi Amounts due from ect a constant period allocated to 120 page Grindrod Limited / Annual Report 2009 These plansincludeestimatesand assumptionsregarding economicgrowth, interest rates,infl ation andcompetitiveforces. utilised. Three-year businessplansare prepared annuallyandapproved bytheboards ofthecompany anditsmajoroperatingsub Deferred taxationassetsare recognised totheextentitisprobable thattaxableincomewillbeavailableinfuture againstwh taxationassets Deferred market related scrapvaluesfordemolitionsintheFarEastandIndiaare usedforoldervessels. movement ofthemarketsoverprevious fi ve years,theageofvessel,specifi cations andtheconditionofvessel Residual valuesoftheshipsare reassessed bymanagementateachreporting periodbasedonthecurrent shippingmarketsandth the fl eet. Theestimated lifeisconsidered ateachreporting period. vessels thatsurpassthislimitwithspecialconsiderationofthecondition ofthevesselandpurposeforwhich over 15yearstotheexpectedresidual valueofavesselsimilarageandspecifi cation. Managementreassess thedepreciati Shipping maintainsayoungfl eet ofshipsandgenerallyaimstoreplace vesselsthatare 15yearsorolder. Asaresult vessels is alsogiventotheextentofcurrent profi ts andlossesonthedisposalofsimilarassets. assessments considerissuessuchasfuture marketconditions,theremaining lifeoftheassetandprojected disposalvalues.Co lives, factorssuchastechnologicalinnovation,product lifecyclesandmaintenanceprogrammes are takenintoaccount.Residua actual livesoftheassetsandresidual valuesare assessedannuallyandmayvarydependingonanumberoffactors.Inreassess Property, terminals,vehiclesandequipmentare depreciated overtheirusefullifetakingintoaccountresidual values,where a values Asset livesandresidual Certain accountingpolicieshavebeenidentifi ed asinvolvingparticularlycomplexor subjectivejudgementsorassessments,as disclosures. Actualresults coulddiffer from theseestimates. Preparing fi nancial statementsinconformitywithIFRSrequires estimatesandassumptionsthataffect reported amountsandrela Judgements madebymanagement thereafter, inaccordance withIAS37Provisions, ContingentLiabilitiesandAssets. Financial guaranteecontractsare accountedforintermsofIFRS4InsuranceContractsandconsequentlyare measured initially Financial guaranteecontracts directly inequity. All costsrelating totheacquisitionoftreasury shares aswellgainsorlossesondisposalcancellationoftreasury sha Treasury shares are equityinstrumentsofthecompany, heldbythecompanyorothermembersofconsolidatedgroup. Treasury shares changes invalueare recognised inprofi t orloss.Fairvalueismeasured usingabinomialpricingmodel. loss immediatelyor, ifvestingrequirements are applicable,overthevestingperiod.Theliabilityisremeasured annuallyunti Share appreciation rightsgrantedtoemployeesforservicesrendered ortoberendered are raisedasaliabilityandrecognised payment Cash-settled share-based eventually vestandadjustedfortheeffect ofnon-market-basedvestingconditions.Fairvalueismeasured usingabinomialpri of grantandrecognised inprofi t orlossonastraight-linebasisoverthevestingperiod,basedestimatednumberofsh Equity-settled share-based payments are measured atfairvalue(excludingtheeffect ofnonmarket-basedvestingconditions)at Share OptionScheme. Executive directors, seniorexecutivesandotheremployeeshavebeengrantedequity-settledshare optionsintermsoftheGrind options Equity-settled share Share-based payments operations are includedwithnon-current assetsheldforsaleinthestatementoffi nancial position. The results ofdiscontinuedoperationsare presented separatelyintheincomestatementandassetsliabilitiesassociat Discontinued operations the usefullivesofrelated assets. recognised asdeferred revenue inthestatementoffi nancial positionandtransferred toprofi t orlossonasystematicandrat grantswhoseprimaryconditionisthatthegroupGovernment shouldpurchase, constructorotherwiseacquire non-current assets and are deductedinreporting therelated expense. grantstowardsGovernment staff re-training costsare recognised asincomeovertheperiodsnecessarytomatchthemwithre grants Government and receivable asanincentivetoenterinto operatingleaseare alsospread onastraight-linebasisovertheleaseterm. Rentals payableunderoperatingleasesare charged toincomeonastraight-linebasisoverthetermofrelevant lease.Bene ((continued) policies AAccounting c o c n t i c n u o e d u ) n t i n g

p o l i c i e s

ffor 31 year 2009 ended the December o r

t h e

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3 1

D e c e res are recognised m l settledandany are depreciated ional basisover b ich theycanbe ppropriate. The was retained in ed withthese e cing model. . Thecurrent ares thatwill on periodof follows: fireceived ts at costand rod Limited r inprofi t or nsideration lated costs

2 thedate ing asset sidiaries. 0 l value 0 ted are 9 e Grindrod Limited / Annual Report 2009 page 121 te 9 the rrent rrent at the . hat the mptions Factors o assess ly. ly. tes within tion assets ditions and health care health care similar age te, that have is compared is compared s occasioned xation assets. s, vehicles and nent of a larger ter contracts or e to utilise these ted to goodwill and year: information shareholder nancial statements annual fi annual t obligations nancial instruments overview commentaries sustainability business expenditure and current freight rates and market projections from reputable business partners. reputable from market projections rates and freight and current expenditure Post-employment benefi based on assu existing and former employees. Actuarial valuations are for certain provided ts are ned benefi defi Post-retirement plan assets, long-term rate of return of retirement mortality rates, discount rates, expected which include employee turnover, costs. in compensation ation cost and rates of increase infl of actual mortality ra by management, assisted by advisors, in adjusting mortality rates to take account Judgement is exercised the schemes. estimation uncertainty of Key sources da of estimation uncertainty at the reporting the key assumptions concerning and other key sources The following are the future nancial cant risk of causing a material adjustment to the carrying amount of assets and liabilities within the next fi a signifi Percentage completion of voyages the loading of the cargo days from The stage of completion of a voyage is determined by calculating the total number of actual The plans contain profi t forecasts and cash fl ows and these are utilised in the assessment of the recoverability of deferred ta of deferred utilised in the assessment of the recoverability and these are ows and cash fl t forecasts The plans contain profi Deferred taxation assets are also recognised on STC credits to the extent it is probable that future dividends will be availabl dividends will that future to the extent it is probable on STC credits also recognised taxation assets are Deferred credits. taxa plans will be achieved and that the deferred in assessing the likelihood that business judgement Management also exercises recoverable. are Impairment of assets terminal Property, impairment at least annually. for considered useful lives are nite Goodwill and intangible assets with indefi may be necessary. to believe that impairment is a reason for impairment if there considered equipment and intangible assets are it is a compo the economic viability of the asset itself and where such a decision include taken into consideration in reaching economic unit, the viability of that unit itself. for impairment at least annually. considered are Ships (owned and leased) and ships under construction taking into account market con projected, or cash-generating units are ows expected to be generated by the assets fl cash Future discount rate, ows, determined using an appropriate these cash fl value of the expected useful lives of the assets. The present rst alloca loss is fi value. The impairment to the present impaired are the assets net asset value and, if lower, to the current unit. then to the other assets of a cash-generating updated annual business plans which are three-year formal from extracted are utilised in these assessments ows which are Cash fl Onerous contract provisions ship char of onerous lling the terms costs of fulfi obligations of the unavoidable future is made for the present Full provision detail on these provisions. more is committed. Note 20 provides to which the group contracts of affreightment for rates freight based on expected ship running costs, fuel costs and contract provisions Management has estimated the onerous to the cu have been made with reference The estimates affreightment. period of the charter contracts and contracts of remaining loading to discharging the cargo from commencement of a voyage to the period end, divided by the total estimated number of days vessel speed as well as delay The duration of a voyage depends on the size of the vessel being loaded, cargo type and quantity, by weather or due congestion at load or discharge ports. Fair value of derivative fi the shipping markets. No expectations and movements in cation at the contract end. This is dependent on management’s and specifi detail. more provides of forward freight agreements (FFAs) Valuations instrument against the estimated market spot earnings valued by comparing the strike price of the are for the period t The FFAs t in order shipping brokers market earnings reliable Management makes use of projected from instrument has been contracted for. detail. more the transaction. Note 9 provides ts or losses from the expected profi The ship purchase option is revalued on a monthly basis over the period of the agreement to an estimated value of a vessel of a on a monthly basis over the period of the agreement option is revalued The ship purchase 122 page Grindrod Limited / Annual Report 2009 nagbeast 4 6 5 Investments injointventure 3 Investments insubsidiaries Intangible assets Ships, property, terminals,vehiclesandequipment Non-current assets ASSETS Notes eerdtxto iblte 11 Deferred taxationliabilities ahadcs qiaet 8 15 Cash andcashequivalents 9 Liquid assetsandshort-termnegotiablesecurities 7 Derivative fi nancial assets Other investments Investments inassociates SStatements of financial position oa o-urn iblte Total non-current liabilities hr aia n rmu 17 Share capitalandpremium Capital andreserves EQUITY ANDLIABILITIES 16 Total assets Total current assets Non-current assetsclassifi ed asheldforsale rd n te eevbe 14 11 10 Taxation Trade andotherreceivables Inventories 13 Deferred taxationassets Recoverables oncancelledships rd n te aals 23 22 Trade andotherpayables Current liabilities Deposits from bankcustomers qiycmesto eev Equity compensationreserve oa o-urn ses 12 Current assets Loans andadvancestobankcustomers Total non-current assets urn oto fln-emlaiiis 18 18 21 Taxation Current portionofincomereceived inadvance Current portionoflong-termliabilities Short-term borrowings andoverdraft Provisions 20 eiaiefinnillaiiis 9 21 18 19 Derivative fi nancial liabilities Income received inadvance Provisions 20 Provision forpost-retirement medicalaid Long-term borrowings Non-current Interest ofallshareholders Minority interest Interest ofshareholders ofGrindrod Limited liabilities Accumulated profi t Non-distributable reserves oa urn iblte 16 Total current liabilities classifi ed asheld forsale Non-current liabilitiesassociatedwithassets Total equity andliabilities t a

t e

m

e

n

t s

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f i n a n c i

a 12 631099 12 631099 3 923378 1 917695 1 238824 5 527623 5 514943 2 973607 2 345218 1 756126 1 483314 5 620162 3 794830 1 145774 5 836126 5 737980 5 582864 3 800023 l 830 663 104 092 101 861 283 068 499 804 159 088 238 589 179 902 104 347 920 787 106 125

22 277 83 515 13 220 12 680 19 745 35 771 84 045 29 480 10 411 25 104 88 441 77 868 98 146 p 5 193 R000 2009 o

39355 9928060 13 983575 39355 9928060 13 983575 s 4 1 3046945 4 540514 0 8 1254611 2 403087 7 2 914159 1 179621 1 1 4857349 7 012918 4715741 7 010673 2 1 2543336 3 529510 3 0 2417934 3 035205 1397073 1 507046 4 6 965964 1 049761 4104747 5 920896 2 9 4087280 4 521897 7 1 3438975 6 775011 3378332 6 712696 3518678 5 152746 4 2 (339286) 1 547122 2 9 4177853 4 521897 1 4 521063 713 046 3 5 228938 138 553 91876 141 087 236420 316 746 0 4 684629 905 842 138069 159 352 8 3 64077 181 238 238246 227 679 17743 1349280 938 927 101 048 5 0 – 151 200 718661 796 958 i 857 33224 48562 18 527 36 528 011 70374 50 151 361 4227 33 681 287 9 868 12 817 780 – 37 800 858 40893 72819 98 508 77 900 60643 62 315 t Group Company 4 141608 2 245 i R000 2008 2007 o 1 189072 11 – – 90573 – n

4 039294 1 190428 1 190428 5 230150 1 188371 4 039722 4 251784 4 251784 3 822837 5 230150 414 161 977 463 978 366 978 366 14 786 2 057 R000 2009 at 31aat 2009 December 428 903 t

3 – – – – –

1

D 1 7 1641825 3 514371 4 0 814568 1 647608 814568 1 647608 6 3 2506245 5 169038 4 3 814568 1 643139 2 3 1691677 3 521430 6 1 748885 1 362311 0 2 1742546 3 806727 1742546 3 806727 1240554 3 298727 6 1 757387 1 362311 6 1 757387 1 362311 6 3 2506245 5 169038 9 6 492124 495 169 e 281 9 868 12 831 c 6 – 3 665 – 7 059 R000 2008 2007 e 0 – 804 m 40252 – 6312 – 9600 – 6312 – 8502 –

b e r

2 0 0 9 Grindrod Limited / Annual Report 2009 page 123 9 0 (37) 2008 0 R000 1 484 20 884 11 671 2 (55 819) (48 814)

r 2 684 288 2 684 288 2 754 919 2 719 984 2 719 984 2 733 102 2 733 102 2 684 288 e b m Company e

– c e 2009 R000 D 2 627 1 382

16 860 1 (43 040) (48 024) 3

1 262 909 1 262 909 1 333 104 1 306 924 1 306 924 1 310 933 1 310 933 1 262 909 information shareholder d e d n

e

r a 2008 R000 475,7 469,2 20 412 66 076 e nancial 559 070 138 711

(240 942) (163 567) (314 071) (243 030) y

2 248 782 2 269 194 3 026 017 2 785 075 2 446 148 2 512 224 2 269 194 33 736 910 e (31 269 963) h statements t

Group r annual fi annual o

for the year ended 31 December the ended 2009 year 31 ffor 2009 R000 193,0 192,1 11 640 13 881 76 465 953 426 374 227 161 328 953 426 941 786 (292 400) (252 695) (188 075) 1 434 922 1 142 522 1 065 036 1 141 501 27 692 041 (26 631 346) 29 s t n

e

t m e t a t s overview commentaries sustainability business

e

t before interest and taxation interest before t

m t

24 o c t before share of associates’ profi share t before t before taxation t before t for the year

n Income statements IIncome

Minority shareholders Minority shareholders

Notes Earnings (cents) per share Basic Diluted Revenue Other income 25 Operating expenses 25 Trading profi Trading Depreciation and amortisation Depreciation Operating profi 25 Non-trading items 26 Interest received received Interest 27 Interest paid Interest 27 Profi taxation t before of associate companies’ profi Share Profi Taxation 28 Taxation Attributable to: Profi Limited shareholders Grindrod 124 page Grindrod Limited / Annual Report 2009 ioiysaeodr Minority shareholders rnrdLmtdsaeodr Grindrod Limitedshareholders Total comprehensive (loss)/incomeattributableto: Total comprehensive (loss)/incomefortheyear ahflo egs (Losses)/gainsarisingduringtheyear Cash fl ow hedges Ecag ifrne rsn uigteya Exchangedifferences arisingduringtheyear Exchange differences ontranslatingforeign operations Other comprehensive income Profi

income ccomprehensive SStatements of po rls profi t orloss Reclassifi cation adjustmentsforamountsrecognised in oeain ipsdo nteya operationsdisposedofintheyear Reclassifi cation adjustmentsrelating tohedgesofforeign Exchange differences arisingonhedgingofforeign operations o t t fortheyear a m t e p m r

e e h n e t s

n

o s i f v

e

i n

c o m e (1 122650) (1 107662) (485 320) (499 211) (485 320) (316 096) (316 551) 953 426 13 891 (7 708) (7 280) R000 2009 455

ffor 31 year 2009 ended the December o r Group

t h e 4 161850 4 140799 4 161850 1 322280 1 373214 2 269194

y 570 376 572 704 (50 934) 21 051 e (2 328) R000 2008 a r

– e

n d e d 1 262909 1 262909 1 262909 1 262909

3 1

R000 2009 D e – – c

e Company m b e 2 684288 2 684288 2 684288 2 684288 r

2 R000 2008 0 0 – – 9 Grindrod Limited / Annual Report 2009 page 125

9 – – – 0 (37) 804 804 2008 0 R000 3 045 1 484 3 045 (2 833) (2 833) 2 (74 354)

(128 264) (620 451) r 2 039 615 2 735 806 2 039 615 (1 913 592) (2 041 856) e b m Company e

– – c e 804 482 2009 R000 D 1 253 2 057 1 382 (1 163) (1 163)

12 709 1 (36 825) 726 823 726 823 (284 008) (442 044) (441 562) (296 717) (550 292) 3

1 313 721 information shareholder d e d n e – – –

r (916) a 2008* R000 9 524 3 045 3 035 (1 805) 90 385 50 772 63 219 e (83 797) (15 415) nancial 643 071 109 973 997 407 202 660 294 217 711 739 277 405 265 960 138 711 959 235

(110 866) (637 433) (436 589) (640 842) (513 997) (512 192) (169 436) (334 085) (523 789) (314 071) (212 936) (607 429) (176 571) y

1 070 101 2 162 038 2 747 866 2 590 718 2 208 591 3 352 986 1 975 106 2 396 661 (1 310 419) 24 397 014 32 331 926 e (28 978 940) h statements t

Group r annual fi annual o for the year ended 31 December the ended 2009 year 31 ffor – 2009 R000 3 780 (1 387) 34 461 15 672 87 844 51 097 39 346 12 152 27 386 13 209 78 893 15 853 (61 439) (37 993) (10 319) (36 283) 381 783 249 081 558 984 172 678 917 747 161 328 591 700 125 053 756 728 (500 739) (793 207) (433 555) (447 341) (359 095) (357 708) (133 426) (208 725) (267 831) (535 538) (252 695) (539 761) (240 459) 1 291 284 2 378 269 2 011 958 1 975 106 1 669 282 1 257 467 s 20 427 789 26 303 165 (25 385 418) w o l f

h s a

36.6 c

f nancing activities o

s t n overview commentaries sustainability business e m

e ows from/(utilised in) fi ows from/(utilised ows (utilised in)/from operating activities ows (utilised in)/from ows used in investing activities t

a t Cash payments on ship options exercised Cash payments on ship options exercised on ships Capital expenditure Payment of capital portion of long-term borrowings Short-term loan raised/(repaid) Net cash fl Cash fl ows from operating activities of fi nancial institutions operating activities of fi ows from Cash fl Advances to customers Liquid assets and short-term negotiable securities customers Deposits from Net cash fl

* Restated Statements of cash flows cash of SStatements

Notes Net (decrease)/increase in cash and cash equivalents Net (decrease)/increase Replacement of property, terminals, vehicles and terminals, vehicles and Replacement of property, equipment terminals, vehicles and Additions to property, equipment Acquisition of associate and other investments INVESTING ACTIVITIES INVESTING terminals, vehicles and equipment acquired Property, 36.3 OPERATING ACTIVITIES OPERATING charter-hire from Cash receipts nancial institution fi income from Interest nancial institution fi expense from Interest nancial institution fi Dividend income from nance fee income and fi Corporate and structured other income customers from Cash receipts Cash payments to suppliers and employees Cash receipts from freight freight from Cash receipts invoiced sales from Cash receipts commodity sales from Cash receipts Handling fees and other revenue Cash and cash equivalents at beginning of year Acquisition of subsidiaries and joint ventures Acquisition of subsidiaries and joint ventures Acquisition of intangible assets disposal of investments from Proceeds 36.4 36.5 Proceeds on disposal of property, terminals, of property, on disposal Proceeds vehicles and equipment Cash generated from/(absorbed by) operations Cash generated from/(absorbed 36.1 Difference arising on translation Difference Cash and cash equivalents at end of year Loans advanced to associate companies Net advances to subsidiaries Interest received received Interest Net cash fl Interest paid Interest FINANCING ACTIVITIES FINANCING capital share issue of ordinary from Proceeds Dividends received Dividends received Repurchase of ordinary share capital share ordinary of Repurchase Dividends paid 36.2 Minority investment in subsidiary minorities Loan from Long-term borrowings raised Long-term borrowings Taxation paid Taxation

Net proceeds on disposal of ships Net proceeds Proceeds on disposal of ships Proceeds 126 page Grindrod Limited / Annual Report 2009 hr-ae amns 1955 2963 (93717) 12709 12831 35771 3045 495158 9868 13209 20985 2 14786 492113 2 (400941) 2 – 414150 9 9 22954 2 9 – Balance at31December2009 84 12817 84 9 Dividends 13209 Total Share-based payments – 2865 Repurchase ofshares – Share optionsexercised – Balance at31December2008 Dividends paid Total comprehensive Share-based payments – Share optionsexercised (192106) 2 Balance at31December2007 3045 – 9868 COMPANY capital paid Share comprehensive income 9 189061 – Subsidiaries Holding company ANALYSIS OFHOLDINGCOMPANY ANDSUBSIDIARY INTERESTS 2 income Balance at31December2009 Dividends Total comprehensive income Other Profi t fortheyear 9 Minority Share-based payments Share optionsexercised paid Balance at31December2008 capital share Dividends comprehensive Total comprehensive income Other comprehensiveinterest income Profi t fortheyear Minority Minority Repurchase ofshares paid Share-based payments income Share optionsexercised Balance at31December2007 acquired GROUP interest capital interest share Ordinary SStatements equity in ofchanges premium Share disposed acquired capital share Preference reserve compensation premium Share Equity reserve compensation t a R000 t e R000 m e n t s

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i n

e 1 5 14786 414150 2 9 35771 13209 2 9 Peeec Equity Preference q u i t y at 31aat 2009 December t

3 1

D e c e m b e r

2 0 0 9 Grindrod Limited / Annual Report 2009 page 127 13 209 22 954 29 633 953 426 (485 320) (519 361) (1 438 746) information shareholder 29 633 2 251 (7 693) (7 13 891

11 640 – nancial 13 209 22 954 941 786 statements (499 211) (511 668) (1 440 997) annual fi annual 1 955 12 709 overview commentaries sustainability business (296 717) (535 799) 1 262 909 (599 406) (599 406) (19 591) (618 997) 3 045 3 045 865 3 2 532 045 865 (320) (320) 532 3 2 – – (20 833) 2 248 782 (212 939) 2 248 782 20 412 2 269 194 (212 939)

3 045 963 3 2

(511 668) (511 621) (1 117 (323 376) 275 646 (169 521) 275 646 5 582 864 (169 521) 5 737 980 1 760 027 1 486 196 98 146 3 822 837 5 836 126 4 251 784 Interest of Interest 941 786 786 941 – 267 1 393 153 855 5 152 746 6 712 696 62 315 6 775 011 – – (1 117 621) (323 376) 941 786 – 275 646 (169 521) 5 582 864 5 737 980 risk translation Hedging Accumulated of shareholders Minority of Interest profi t profi Grindrod Limited R000 R000 R000 R000 R000 R000 R000 R000 R000 R000 R000 R000 R000 R000 R000 5 525 20 776 (365 587) 3 518 678 3 378 332 60 643 3 438 975 (5 525) (5 525) 1 372 491 1 372 491 519 442 519 442 307 2 254 5 525 4 140 799 1 892 017 21 051 639 4 161 850 1 892 656 reserve reserve reserve profi t Grindrod Limited interest all shareholders all interest Limited Grindrod t reserve reserve reserve profi General Foreign currency Interest of Interest currency Foreign General (626 115) (203 000) (626 115) (535 799) 2 684 288 2 684 288 3 822 837 4 251 784 1 262 909 1 240 554 1 742 546 3 298 727 3 806 727 Accumulated shareholders of Accumulated shareholders 128 page Grindrod Limited / Annual Report 2009 * Restated. Segment assets Capital expenditure Revenue –External Geographicsegments Segment assets Capital expenditure Revenue –External Geographicsegments United Kingdom/Europe/Isle ofMan,Singapore/Asia/FarAfrica.Refertothedivisionalreport Eastandsouthern fordetailonth The group’s fi ve divisionsoperateinsixprincipalgeographicalareas –UnitedStatesofAmerica/Bermuda,SouthAmerica,theM Segment liabilities Investments Segment assetsexcludinginvestmentsinassociates Total segmentassets in associates Non-trading items Operating profi t Depreciation andamortisation Trading profi t (excludingamortisation) Revenue –internal Revenue –external Businesssegments fistatements. nancial reports itsprimarysegmentinformation.The principleservicesofeachthesesegmentsare describedonpages28to55ofth segments, namelyShipping,Trading, Freight Services,FinancialServicesandGroup costs.Thesedivisionsare thebasisonwhic During theyear, thegroup adoptedIFRS8OperatingSegmentsaspernote1.Thishasresulted intheidentifi cation ofthefoll analysisSSegmental Segment result excludingnetinterest andtaxation Share ofassociatecompanies’profi t Interest received Interest paid Taxation Minority interest Profi t fortheyear Capital expenditure Profi t attributabletoordinary shareholders Preference dividends Profi t attributabletoshareholders e g m e

n

t a l

a n a l y s i s (1 402000) 3 555837 6 857376 4 305187 4 305187 4 918406 (126 882) (124 306) 376 593 420 851 826 722 647 292 774 174 152 817 663 788 539 888 492 482 541 039 (54 242) (48 557) 16 496 54 648 United StatesofAmerica/ UnitedKingdom/Europe/ 1 151 R000 R000 R000 2009 2009 2009 – – – 3954677 – R000 – R000 978220 2008 527386 2008 9008149 seo a Singapore/Asia/Far East Isle ofMan Bermuda South America hpig Trading Shipping 4 650269 4 650269 1 352782 2 292301 7 069205 2 387638 2 096790 1 933625 1 862364 1 929496 (807 529) (195 511) (119 976) 485 490 (95 337) (70 604) (67 132) 27 415 (4 129) R000 2008* – 2292720 at 31aat 2009 December t

20 335439 3 (1 758570) 9 938161 2 441361 2 441361 1

119 585 585 769 685 879 228 135 249 264 255 743 334 711 247 144 189 661 181 233 189 673 D (48 285) (42 359) 33 161 (2 120) (6 479) (8 440) e R000 R000 R000 2009 2009 2009 c 86 12 e – 8261351 1855383 216533 R000 39 R000 481074 2008 851872 2008 m owing fi ve main b e variousregions. e 24 022393 h thegroup r (2 607602) 3 432067 3 432067 2 558690

2 (110 283) e annual 279 118 221 938 230 429 222 108 145 860 131 842 145 962 iddle East, (25 066) (14 120) 0 59 101 (8 491) R000 2008* 0 170 102 9 –

Grindrod Limited / Annual Report 2009 page 129 2008* R000 66 076 (90 894) (20 411) 138 711 316 746 (314 071) (163 567) (240 942) (243 029) 2 687 584 2 785 075 2 158 501 2 157 890 3 026 017 3 111 649 2 248 784 2 269 195 13 666 829 13 983 575 33 736 910 (7 208 564) 2009 R000 76 465 13 881 (69 023) (11 640) 161 328 283 068 872 763 531 302 941 786 953 426 (252 695) (292 400) (188 075) 1 232 868 1 142 522 1 407 629 1 434 922 (6 794 973) information 12 348 031 12 631 099 27 692 041 shareholder – – – – – – – (37) 2008* R000 1 484 8 844 (16 561) (71 333) (16 561) (59 584) (16 561) (68 428) (68 428) (53 314) 344 075 344 075 nancial statements annual fi annual – 178 (289) (318) 2009 R000 1 652 2 669 1 343 (3 702) 20 534 43 771 43 771 (38 477) (43 771) (40 129) (58 169) (36 427) (59 512) (59 194) (40 962) – – – – 125 2008* R000 5 755 8 008 (2 541) (5 755) (1 804) (7 575) 44 730 44 605 34 614 46 409 34 614 93 520 42 189 1 920 489 1 920 489 (1 634 198) R000 2008 33 736 910 2 158 501 13 983 575 – – – – – 2009 2009 R000 R000 5 143 1 982 (7 983) (2 001) (8 709) 52 192 52 192 35 500 54 193 35 500 44 209 135 695 2 199 676 2 199 676 1 407 629 (1 866 877) 27 692 041 12 631 099 overview commentaries sustainability business 2008* R000 (8 809) 56 466 65 951 31 774 67 469 (91 504) (89 530) (18 486) 340 517 316 746 746 316 242 792 518 593 188 654 378 102 207 140 215 949 (135 310) 3 319 929 3 636 675 2 551 792 (2 087 902) Middle East R000 2008 2008 R000 167 5 989 429 1 254 380 9 098 723 699 001 6 702 602 – – Southern Africa Total Freight Services Freight Financial Services costs Group Total 2009 2009 2009 R000 R000 R000 (2 147) (3 776) 73 808 76 465 41 792 (42 529) (13 369) 308 221 283 068 233 903 344 960 221 717 387 239 235 086 238 862 445 181 (100 638) (153 336) 6 065 931 3 723 843 3 358 036 3 641 104 2 302 323 6 662 957 (1 723 755) 130 page Grindrod Limited / Annual Report 2009 IFRS2Share-based Payments IAS17Leases IFRS3BusinessCombinations(Revised)(IFRS3) Thefollowingstandards andinterpretations are notyeteffective andwillbeadoptedinfuture years: Newstandards andinterpretations notyetadopted 1.2 IFRS8OperatingSegments IAS1(2007)Presentation ofFinancialStatements Newstandards andinterpretations adopted 1.1 NEWSTANDARDS ANDINTERPRETATIONS 1. ffinancial statements NNotes to the i n a o n t no materialimpactontheannualfi nancial statementsisanticipated. There havebeenotherstatementswhichrevised fordisclosure items.Thegroup hasassessedtheseamendmentsand receiving thegoodsorserviceswhenanothergroup entityorshareholder hastheobligationtosettleaward. well astheaccountingforgroup cash-settledshare-based paymenttransactionsintheseparatefi nancial statementsofanentit In June2009,theIASBissuedamendmentstoIFRS2Share-based Payments.TheseamendmentsclarifythescopeofIFRS2,as periods beginningonorafter1January2010andthegroup isintheprocess ofevaluatingtheeffects ofthisamendment. are classifi ed aseither“fi nance” or“operating”usingthegeneralprinciplesofIAS17.Theseamendmentsare effective foran required leasesoflandwithanindefi nite usefullifetobeclassifi ed asoperatingleases.Followingtheamendment,leasesof requirements ofIAS17Leasesregarding theclassifi cation ofleasesland.Priortotheamendment,IAS 17Leasesgenerally As partofImprovementsAccountingStandards toIFRSs2009,issuedinApriltheInternational Board amendedthe 2010 andthegroup isintheprocess ofevaluatingtheeffects ofthisstandard. minorities are involved,stepacquisitionsandpartialdisposals.Therevised standards are effective from theyearending31D The changesmainlyrelate tothetreatment ofacquisitioncosts(nowtobeexpensed),contingentconsiderations,goodwillwhere IAS 27ConsolidatedandSeparateFinancialStatements,28InvestmentsinAssociates31Interests inJointVentures. business combinationsproject andisnowlargelyalignedwithUSaccounting.Consequentialamendmentswere alsomadeto The revisedAccountingStandards IFRS3hasbeenissuedaftercompletionoftheInternational Board’s secondphaseofits a segmentcalledGroup costs. Management viewthesecostsasnotdirectly related tothesegmentsandhence,incurrent yearsuchcostshaveremained in the continuationofgroup were allocatedtotheShipping,Trading andFreight Servicessegmentsbasedona40:20:40ratio. segments haschanged.Inprioryears,costsrelating tothemaintenanceofaJSElistingstatusandothercostsnecessaryfor point fortheidentifi cation ofsuchsegments.Asaresult, followingtheadoptionofIFRS8,identifi cation ofthegroup’s returns approach, withtheentity’s fi systemofinternal nancial reporting tokeymanagementpersonnelservingonlyasthestar (IAS 14SegmentReporting)required anentitytoidentifytwosetsofsegments(businessandgeographical),usingarisks maker inorder toallocateresources tothesegmentsandassesstheirperformance.Incontrast,predecessor standard identifi reports ed onthebasisofinternal aboutcomponentsgroup thatare regularly reviewed bythechiefoperatingde The group hasadoptedIFRS8OperatingSegments witheffect from 1January2009.IFRS8requires operatingsegmentstobe impact onearnings. position. Theapplicationoftherevised IAS 1 hasaffected onlythedisclosure oftheannualfi nancial statementsandhashad remain comparativewithfuture periods,thegroup hasoptedtoconsistentlyapplytwoyearsofcomparativestatementsfi nanc change inaccountingpolicy. There hasbeennochangeinaccountingpolicytheyearended31December2009.However, to standard hasrequired thepresentation ofathird statementoffi nancial positionasat1January2008ifthegroup hasapplied IAS 1(2007)hasintroduced terminologychanges (includingrevised titlesforthefi nancial statements).Inaddition,therevis following newandamendedstandards and new interpretations: AccountingStandards Boardissued bytheInternational onabasisconsistentwiththeprioryearexceptforadoptionof The annualfi nancial statementshavebeenprepared inaccordanceFinancialReportingStandards withInternational (IFRS)as e c s i a

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t t h a e t e

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3 1

D e c e m b e r reportable

2 ecember 0 cision land 0 nual ting ed no 9 ial a y

Grindrod Limited / Annual Report 2009 page 131 ual- information shareholder nancial statements annual fi annual 3 472 457 (1 310 419) 2 162 038 (640 842) – (640 842) (1 834 208) 1 310 419 (523 789) 1 975 106 – 1 975 106 nancing activities overview commentaries sustainability business ows from operating activities ows from ows used in investing activities ows utilised in fi The cash fl ow for 2008 has been restated in terms of IAS 7 Cash Flow Statements, in which all capital expenditure relating to d relating Flow Statements, in which all capital expenditure in terms of IAS 7 Cash ow for 2008 has been restated The cash fl activities to operating activities. investing from ows on the statement of cash fl reallocated purpose assets has been Net cash fl INVESTING ACTIVITIES Net cash fl Cash and cash equivalents at end of year FINANCING ACTIVITIES Net cash fl cation 2 Reclassifi DISCLOSURES IN ACCOUNTING POLICIES AND CHANGES DECEMBER 2008 CASH FLOWS FOR THE YEAR ENDED 31 OF STATEMENT ACTIVITIES OPERATING charter-hire from Cash receipts R000 R000 R000 freight from Cash receipts invoiced sales from Cash receipts commodity sales from Cash receipts sale of ships and locomotives from Proceeds nancial institution fi income from Interest nancial institution fi expense from Interest cation nancial institution fi Dividend income from nance fee income and other income Restated fi Corporate and structured Reclassifi Handling fees and other revenue stated customers from Cash receipts previously Cash payments to suppliers and employees operations Cash generated from As received Interest paid Interest Dividends received 50 772 Dividends paid 1 070 101 paid Taxation 2 747 866 24 397 014 2 208 591 (1 070 101) on disposal of ships Net proceeds 202 660 2 590 718 (169 436) on disposal of ships Proceeds Cash payments on ship options exercised 9 524 on ships Capital expenditure (29 089 806) nancial institutions operating activities of fi ows from Cash fl – Advances to customers 50 772 Liquid assets and short-term negotiable securities 2 747 866 24 397 014 294 217 110 866 customers Deposits from 2 208 591 33 402 027 (28 978 940) 718 2 590 202 660 4 312 221 (169 436) (1 070 101) 32 331 926 (959 235) 9 524 3 352 986 294 217 138 711 90 385 3 035 (314 071) – – (607 429) (176 571) (110 866) – 959 235 1 070 101 – (110 866) (83 797) 959 235 138 711 3 355 896 109 973 1 070 101 (1 310 419) 90 385 (314 071) 3 035 (607 429) (959 235) (1 310 419) (176 571) 2 396 661 (83 797) 109 973 terminals, vehicles and equipment acquired Property, terminals, vehicles and equipment Replacement of property, terminals, vehicles and equipment Additions to property, Acquisition of subsidiaries and joint ventures terminals, vehicles and equipment on disposal of property, Proceeds disposal of investments from Proceeds Acquisition of intangible assets Loans advanced to associate companies (1 824 416) (1 805) 277 405 (1 822 611) 1 310 419 1 310 419 (513 997) – (512 192) (334 085) equivalents in cash and cash Net increase Cash and cash equivalents at beginning of year (1 805) arising on translation Difference 277 405 63 219 (15 415) (916) (334 085) 711 739 63 219 997 407 (15 415) (916) 265 960 711 739 997 407 960 265 capital share issue of ordinary from Proceeds capital share of ordinary Repurchase raised Long-term borrowings Payment of capital portion of long-term borrowings Short-term loan repaid (637 433) 3 045 (212 936) 643 071 (637 433) 3 045 (436 589) (212 936) 643 071 (436 589) 132 page Grindrod Limited / Annual Report 2009 ipsl (6 2) – – – – (261423) (334212) – – 616610 – – (288347) (1707) – 1615212 (321836) 93401 – 1740033 (87274) 345625 (280469) (306316) – 176597 – – 39851 12 (332618) (67596) Transferred torecoverables oncancelledships 1907004 – (382877) – Reclassifi cation 522068 66 Disposals (4606) (19293) – Financecostscapitalised Additions (17) Translation (loss)/gain Openingbalance – – Shipsunderconstruction (117) 122 106 Closingbalance – (48592) Transferred toinventoryasheldforsaleassets 143043 – Reclassifi cation Depreciation andamortisation 365770 (9354) Disposals 27332 Financecostscapitalised Additions Translation (loss)/gain – Openingbalance Closingbalance Transferred from non-current assetsclassifi ed asheldforsale Depreciation andamortisation Disposals Financecostscapitalised Disposalofbusiness Acquisitionofbusinesses Additionsandimprovements Reclassifi cation Translation (loss)/gain Openingbalance Freehold andleaseholdproperties 3 vlain depreciation valuation Cost/Accumulated

lsn aac – – – – – – – – – – – – – – – – 137064 – (2202) – – (327736) 175898 – 1333 – 336162 (46391) 1033882 Closingbalance Reclassifi cation Depreciation Translation gain Openingbalance Closingbalance Leased Reclassifi cation ships Financecostscapitalised Disposals Additions Translation (loss)/gain Openingbalance Property underconstruction Closingbalance Impairment ffinancial statements NNotes to the i n hp Ships EQUIPMENT SHIPS, PROPERTY, TERMINALS,VEHICLESAND a o n t e c s i a

t o l

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m e n t s ffor 31 year 2009 ended the December o r

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y e a r

e n d e d 1 615212 1 451686 1 574386 1 033882

(280 469) (334 212) (261 423) (321 836) (212 915) (343 026) (327 736) Carrying 3 616 610 343 918 176 597 454 472 143 026 317 178 137 064 175 898 336 162 (87 274) (19 293) (46 391) 27 438 1 (4 594) (9 232) (2 202)

1 333 R000 value 2009 D (51) e – – – – – – – – – – – – c 1147922 667478 9500 (8185) (438 808) 115 – (60894) (5021) 10999 – (606 (136 990) 396 708) 341 – 283 138 – – 8 713 (59 780) (17 271) 11 496 (24) 12 011 162 497 317 178 294 503 1574386 917 332 1 958 623 238 7 353 13 766 499 336 162 238 74 436 243 54 916 – 1615212 (94 500) e m Group b e r Carrying

2 R000 2008 value 0 0 9 Grindrod Limited / Annual Report 2009 page 133 on and value 2008 R000 ng drybulk Carrying lue, however f the company Group (19 968) 154 836 (19 243 39 (1 933) (1 4 540 514 25 867 25 675) 748) – (31 (7 (110 497) 294 (110 1 – 965) 660) (201 (10 518 651 656 981 229 062 (622) 17 721 6 795 263 40 595 – – – (9) (87) 111 (342) 2009 value R000 (3 617) (2 318) 17 834 40 595 16 158 46 369 (42 208) (10 742) (10 144) 656 981 174 843 138 398 799 905 Carrying (129 179) 3 923 378 information shareholder nancial statements annual fi annual overview commentaries sustainability business in certain circumstances asset cover is limited to market value. The sum insured is R1 810,6 million (2008: R1 613,6 million). asset cover is limited to market value. The sum insured in certain circumstances value and two newbuildi bulker was written down to its net realisable An over-age impaired. ships were three In the prior year, down to their long-term value-in-use. written ships were It is the policy of Grindrod and its subsidiaries to insure their property, terminals, vehicles and equipment at replacement va terminals, vehicles and equipment at replacement their property, and its subsidiaries to insure It is the policy of Grindrod SHIPS, PROPERTY, TERMINALS, VEHICLES AND TERMINALS, VEHICLES AND SHIPS, PROPERTY, EQUIPMENT (continued) Details of the freehold and leasehold properties are recorded in a register available for inspection at the registered offi ce o offi available for inspection at the registered in a register recorded are and leasehold properties Details of the freehold or its subsidiaries. shown under loan funds of capitalised lease and loan liabilities, details of which are in respect encumbered Certain assets are page 174. value at replacement ships is insured chartered of loss or damage to owned and bareboat Hull and machinery insurance in respect is US$234,4 million (2008: US$366,3 million). the sum insured Impairment

Cost/ Accumulated valuation depreciation 3 vehicles and equipment Terminals, Opening balance 1 009 835 (352 854) (loss)/gain Translation cation Reclassifi Additions businesses Acquisition of Impairment Disposals Disposal of businesses Depreciation (49 075) 19 327 175 583 6 867 138 398 (1 493) (569) (740) (31 382) – – 482 – 20 640 (3 617) (129 179) to intangible assets Transfer ed as held for sale assets classifi to non-current Transferred Closing balance 096) (4 1 778 – 021 1 258 – (458 116) Translation loss Translation Leased terminals, vehicles and equipment (35) 26 Opening balance 71 374 (30 779) cation Reclassifi Additions Acquisition of businesses Disposals Depreciation ed as held for sale assets classifi to non-current Transferred Closing balance Aggregate – 2008 GROUP and leasehold properties Freehold Ships Ships under construction under construction Property – vehicles and equipment Terminals, Leased terminals, vehicles and equipment 2 788 – 16 158 (2 677) (1 893) 88 392 – – 4 779 460 – 1 551 (42 023) (10 144) Cost/ Accumulated (856 082) 365 770 Carrying 71 374 1 009 835 (48 592) 1 615 212 valuation 336 162 (352 854) (30 779) 317 178 depreciation 656 981 1 907 004 40 595 – – value 212 1 615 (332 618) 336 162 1 574 386 5 305 357 (764 843) 4 540 514

134 page Grindrod Limited / Annual Report 2009

Financial Services Aece Agencies Gido otHlig Grindrod PortHoldings Gido al Grindrod Rail Gido oitc Grindrod Logistics Gido nemdl Grindrod Intermodal Gido emnl Grindrod Terminals Freight Services Trading Allocationofgoodwilltocash-generatingunits Shipping Impairmenttesting ofgoodwill lsn aac 6482 (21831) 684882 Closingbalance Ipimn – (990) – Impairment Dsoas 53 – (533) Disposals eonsdo custo fbsnse 1902 – 189072 Recognisedon acquisition ofbusinesses rnlto ls)gi 8 7) – (83971) Translation (loss)/gain pnn aac 5034 (20841) 580314 losses Cost/ valuation and impairment Openingbalance 4.1 Goodwill 4 INTANGIBLE ASSETS amortisation Accumulated ffinancial statements NNotes to the i n a o n t in comparisonwiththegroup’s totalgoodwillbalance: identifi able cashfl ows, havecarryingamountsofgoodwill thatare considered signifi cant cash-generating units,beingthelowestlevelofassetforwhichthere are separately businesses astheyrepresent separatelyidentifi able cash-generatingunits.Thefollowing Goodwill hasbeenallocatedforimpairmenttestingpurposestotheunderlyingdiscreet 16% perannum)were appliedinthevalue-in-usemodel. generating units.Discountfactorsrangingbetween8%to15%perannum(2008:10% The remaining goodwillwasassessedbyreference tothevalue-in-useofcash- both entitieswere incurringlosses. LCL Grindrod (Pty)LimitedandKingSonsMozambiqueLimitadawasimpaired as recoverable amountofgoodwillanddeterminedthattheassociatedwith with KingandSonsMozambiqueLimitada.Intheprioryear, thegroup assessedthe R8 032000associatedwithLCLGrindrod (Pty)LimitedandR2976000associated The majorportionofimpairmentlossesintheprioryearrelates togoodwillof LogisticsLdawasimpairedInternational astheentityhasnotbeenprofi table. reached inrelation totheacquisitionofatradingbusiness.Inaddition,goodwillrelating to During thecurrent year, agoodwillpaymentwasmadeasresult ofafi nal settlement e c s i a

t o l

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m e n t s ffor 31 year 2009 ended the December o r

t h e

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e 663 051 n d e d

Carrying 3 149 716 336 714 663 051 189 072 559 473 (83 971) 19 718 79 903 25 080 16 406 22 125 1

9 948 3 441 R000 value 2009 D (990) (533) e c

value Carrying 559 473 e m Group b e r 191 969 192 353 559 473 182 839 324 834 (12 987)

16 720 79 761 25 080 16 421 37 169 65 367 2 R000 2008 0 (580) 0 – – 9 Grindrod Limited / Annual Report 2009 page 135

to ed (11) 916 2008 R000 1 933 30 108 24 771 12 832 (62 660) (37 713) 196 229 153 573 713 046 3 501 539 3 514 371 Group Company Carrying value 29 281 29 2008 R000 58 341 58 – 48 2009 2009 value R000 R000 (5 064) 36 283 46 887 33 344 33 832 14 788 (17 605) (46 510) 153 573 167 612 830 663 Carrying 4 024 506 4 039 294 information shareholder

nancial statements annual fi annual

overview commentaries sustainability business cant intangible assets Reclassifi cation from ships, property, terminals, ships, property, cation from Reclassifi vehicles and equipment 78 (30) Intangible asset raised on acquisition of businesses in prior years in respect of the inherent of the inherent in prior years in respect Intangible asset raised on acquisition of businesses lease agreements cial value attached to benefi by R62 660 000 as a result of a decline in the shipping market rates. The remaining intangible assets were tested by reference tested by reference intangible assets were rates. The remaining of a decline in the shipping market by R62 660 000 as a result shipping markets. The prior year impairment loss relates to the charter party agreements acquired from a third party in 2005 and which was impair party in 2005 and which was a third from acquired to the charter party agreements The prior year impairment loss relates market values. activities in due to increased prior year impairment was reversed to the an amount of R46 887 000 relating year, In the current Details of the investments in subsidiaries are shown on the schedule of interest in subsidiaries shown on the schedule of interest Details of the investments in subsidiaries are on page 175. Accumulated

amortisation impairment and valuation Cost/ losses 4.2 Other intangible assets assets intangible Other 4.2 4 ASSETS (continued) INTANGIBLE Opening balance 291 571 (137 998) (loss)/gain Translation (27 955) 22 891

Additions 36 283 – on acquisition of businesses Recognised – – Disposals 984) (16 (621) Reversal/(raising) of impairment 46 887 – Amortisation – (46 510) Closing balance 880 329 (162 268) Aggregate 1 014 762 (184 099) Signifi Leases 5 INVESTMENTS IN SUBSIDIARIES Investments in subsidiaries Charterparty agreements Charterparty party in 2005 a third from acquired value of charterparty agreements Net present

assets Impairment testing of other intangible

Share-based payments Share-based

6 INVESTMENTS IN JOINT VENTURES at cost Shares shown on page 162. are Details of the investments in joint ventures – – – – 136 page Grindrod Limited / Annual Report 2009 hr fcretya’ rfit Share ofcurrent year’s profi ts Total liabilities h olwn aca nomto spriett h opn: Thefollowingfi nancial informationispertinenttothecompany: Total assets hr fcretya’ rfit Share ofcurrent year’s profi ts Total liabilities h olwn aca nomto spriett h opn: Thefollowingfi nancial informationispertinenttothecompany: Total assets hr fcretya’ rfit Share ofcurrent year’s profi ts Total liabilities h olwn aca nomto spriett h opn: Thefollowingfi nancial informationispertinenttothecompany: Total assets La con Transferred tonon-current assetsheldforsale(investmentsatnilcost) Directors’ Loanaccount Other valuation investments

La con 25 Costofinvestment Loanaccount hr fcretya’ rfit Share ofcurrent year’s profi ts Cs fivsmn 47 Costofinvestment Total liabilities oeln 9 Py iie Moneyline992(Pty)Limited h olwn aca nomto spriett h opn: Thefollowingfi nancial informationispertinenttothecompany: Total assets Dsrbto u fpeaqiiinrsre Distributionoutofpre-acquisition reserves hr fcretya’ rfit Share ofcurrent year’s profi ts Dsrbto u fsaepeim Distributionoutofshare premium ( Total liabilities Cs fivsmn 49 Costofinvestment h olwn aca nomto spriett h opn: Thefollowingfi nancial informationispertinenttothecompany: Total assets ca fiaCnanrLns(t)Lmtd % holding Effective OceanAfricaContainerLines(Pty)Limited INVESTMENTSINASSOCIATES Unlisted 7 ffinancial statements NNotes to the i n owns theMaputoPortconcession.Thecompanyisinanaccumulatedlossposition. Sociedade deDesenvolvimentoPortoMaputo,SARLisincorporatedinMozambiqueand company. Moneyline 992(Pty)LimitedisincorporatedintheRepublicofSouthAfricaandaninvestment trbtbesaeo cuuae rfita h n fteya 49 provides shippingandlogisticalservices. 10 Ocean AfricaContainerLines(Pty)LimitedisincorporatedintheRepublicofSouthand Attributable share ofaccumulatedprofi t attheendofyear Iron MineralBenefi ciation Services(Pty)Limited–costofinvestment Erundu Stevedoring(Pty)Limited–costofinvestment oidd eDsnovmnod ot eMpt,SR Sociedade deDesenvolvimentoPortoMaputo,SARL iron. Iron MineralBeneficiation Services(Pty)LimitedisincorporatedinSouth Africaandmanufactures Erundu Stevedoring(Pty)LimitedisincorporatedinNamibiaandprovides stevedoringservices. a o n t e c s i a

t o l

s

t t h a e t e

m e n t s

ffor 31 year 2009 ended the December o r

t h e

y e a r

e

n d e d

(467 825) 3 319 578 107 296 115 334 389 422 283 068 191 757 165 651 (66 824) (65 697) (19 247) 11 002 36 609 20 253 10 020 75 308 75 308 1 (6 859)

2 045 5 071 4 775 9 846 9 208 1 175 3 741 R000 2009 D (899) 486) (57) e 2 – – – c 316746 – 88598 2008 R000 (1 918) 52 048 e m Group b e (665 025) (105 049) r 410 177 247 675 432 897 191 757 165 651 (60 770) (19 247)

77 688 46 093 88 598 2 (6 859) 1 407 2 249 5 071 4 775 9 846 1 145 0 (446) 272 49 0 – – – – – 9 Grindrod Limited / Annual Report 2009 page 137 – 1 609 19 185 29 357 50 151 641 569 152 608 300 863 6 517 972 7 312 149 6 671 426 6 707 936 7 008 799 6 974 776 13 983 575 13 983 575 Group 2008 R000 50 151 50 – (867) – 2009 R000 83 515 (68 649) information shareholder 19 235 19 34 382 34 515 83 30 765 30 6 516 200 386 471 386 6 902 671 5 728 428 12 631 099 6 532 931 150 527 6 614 809 6 016 290 12 631 099 nancial statements annual fi annual

overview commentaries sustainability business The register of listed investments is available for inspection at the registered offi ce of Grindrod ce of Grindrod offi for inspection at the registered of listed investments is available The register Bank Limited. The group’s fi nancial instruments consist mainly of cash deposits with banks, investments, nancial fi The group’s subsidiaries. from and loans to and and payables, bank borrowings trade and other receivables instruments include for hedging purposes. Such used by the group Derivative instruments are commodity agreements, freight swaps, forward exchange contracts, cross-currency forward rate swap agreements. options and interest contracts, futures and currency Financial assets Financial liabilities Financial

INVESTMENTS 8 OTHER Listed Investment banking portfolio: Held for trading Listed equities at fair value investments Financial Pension fund surplus recognised valuation Directors’ at amortised cost Loans and receivables assets held for sale to non-current transferred Loans and receivables INSTRUMENTS 9 FINANCIAL detailed in note 19. Details of the pension fund are FINANCIAL INSTRUMENTS BY CATEGORY as follows: nancial instruments by category are fi The carrying value of the group’s Loans and receivables Held for trading ow hedges as cash fl nancial instruments designated Derivative fi assets nancial fi Total nancial assets non-fi Total Total assets Total Held at amortised cost Held for trading ow hedges nancial instruments designated as cash fl Derivative fi nancial liabilities fi Total nancial liabilities and equity non-fi Total liabilities and equity Total fair value. nancial instruments approximate fi The carrying value of the group 138 page Grindrod Limited / Annual Report 2009 Purchase Euro, sell USDollar FOREIGNCURRENCY

Purchase HongKongDollar FOREIGNCURRENCY

Sell Purchase Euro Euro FOREIGNCURRENCY Purchase Euro

SellBritishPound Purchase BritishPound FOREIGNCURRENCY

SellUSDollar* SellUSDollar SellUSDollar Purchase USDollar Purchase USDollar FOREIGNCURRENCY Detailsoftheseforward exchangecontractsare asfollows: Total changeinfairvaluerecognised inoperatingprofi t Valuation technique Forward exchangecontracts 9.1 DERIVATIVE FINANCIALINSTRUMENTS FINANCIALINSTRUMENTS(continued) 9 ffinancial statements NNotes to the i n a o n t amount inorder todeterminethefairvalueof thederivative. Quoted forward pointstothecontractdateare allocatedtothespotrateatyear-end andthisrateisappliedtotheforeign c fl uctuations hasbeendesignatedandqualifi es asahedgeinlinewiththegroup’s accountingpolicythereon. which delivered in2008andthepurchase ofcertaincommoditiesin2008.Theexposure toRand/USDollarexchangerate The group entered intoforward exchangecontractstohedgefuture commitmentswhichincludedthepurchase ofcertainships purchase andsellforeign currencies. Theaverageratesshownincludethecostofforward cover. with gains/lossesthereon takentotheincomestatement.Theamountsrepresent thenetRandequivalentsofcommitmentsto The company(*)andgroup hadentered intothefollowingforward exchangecontractswhichare accountedforasfairvaluehedge e c s i a

t o l

s

t t h a e t e rate US$000 R000 R000 ,5 1 7 380 (2815) 23890 14470 1,65

m Average Contract value (liability) e rate Average Contract value (liability) Average Contract value (liability) Average Contract value (liability) Average Contract value (liability) n 06 0 3 (62) (21) 2134 200 505 568 45098 10,67 11,21 19 6 11 (3) 191 (18) 16 477558 38372 11,94 12,45 ,5 11 16 (3) 106 101 1,05 ,5 000 7 5 (324) 74853 10050 7,45 ,3 0 1 324 4015 500 8,03 ,6 362 1599 (6966) 185979 23652 7,86 ,6 821 2908 7196 219058 28211 7,76 aeH$0 R0 R000 R000 rate HK$000 rate rate £000 R000 R000 t s – – – – – – – – – – Asset/ Asset/ Asset/ 838 7 4 (21) 477749 38388 Asset/ Asset/ € 000 R000 R000 528 5772 (83) 507702 45 298 243 4395 230 483905 62 413 € 000 R000 R000 2009 2009 2009 2009 2009 2008 2008 2008 2008 2008 ffor 31 year 2009 ended the December o r

t h e

rate y – – – – Aeae Contract Average value (liability) e a Asset/ rate HK$000 R000 R000 Asset/ rate Asset/ rate £000 R000 R000 Asset/ rate US$000 R000 R000 Asset/ ,8 10 7 (9) 78 100 0,78 Aeae Contract Average value (liability) 252 2510 (72) 295110 22552 – – – – (74) – 79699 – 5953 13,39 Aeae Contract Average value (liability) 759 5 2 (168) 1356321 87579 – – – (168) 1356321 – 87579 15,49 Aeae Contract Average value (liability) – – – – – – 00 3046 31563 (17496) 3 105 603 310466 10,00 Aeae Contract Average value (liability) 29 659 2541 2 215411 16599 12,98 1 2 4 6 6175 5245362 519528 04 1 0 0 0 4185 104100 10000 10,41 02 1558 20145 16845 2001485 195528 10,24 ,7 3 414 2641 34174 3534 9,67 r

e n d e d

3 1

5 109 R000 2009 D € e 000 R000 R000 c 6 2008 231 R000 € e 000 R000 R000 m Group b e r

2 urrency 0 0 9 s Grindrod Limited / Annual Report 2009 page 139

l – – – – – – – – – – – – – – (3) 74 10 (77) es are es are (502) 2 570 (6 921) 41 183 42 043 69 382 21 792 26 158 43 101 43 152 608 152 608 152 (liability) (liability) – R000 R000 2008 Asset/ 2008 Asset/

– – – – – – – – – – – 1 6 (3) 36 600 (117) 2009 2009 R000 R000 7 495 (3 147) (3 309) (3 317) (6 014) (5 343) (2 653) Asset/ Asset/ 11 011 (liability) (liability) (61 948) (19 752) (18 413) (61 948) (61 19 029 19 information shareholder nancial statements annual fi annual overview commentaries sustainability business based on volumes shipped) and exposure on earnings for the handysize ships trading in a pool on the spot market. The basis for based on volumes shipped) and exposure open eight (2008: three) were judgements. At 31 December 2009, there critical is set out in management’s valuation of the FFA’s The group has entered into a number of forward freight agreements which are designated as cash fl ow hedges, covering the designated as cash fl which are agreements freight into a number of forward has entered The group into in the norma entered to hedge against shipping market price risk. These are handysize (2008: handysize and capesize) ships hedge sal FFA’s (these of affreightment contracts eet from in the fl to hedge against open positions course of business in order ow hedges, maturing as follows: designated as cash fl agreements, freight forward ow hedge cash fl Ineffective ow hedge cash fl Effective 2009 to 31 December 2010 1 January 2009 to 31 December 2010 1 January Handysize 2009 to 31 December 2010 1 January Handysize 2009 to 31 December 2010 1 January Handysize 12 000 2009 to 31 December 2010 1 January Handysize 10 000 2009 to 31 December 2010 1 January Handysize 365 days 10 500 2009 to 31 December 2010 1 January Handysize 365 days 10 500 Handysize 365 days 10 750 4 380 365 days 11 000 3 650 365 days 11 000 3 833 365 days 3 833 365 days 3 924 4 015 4 015 942 56 November 2009 GBP USD 3 903 6 723 2009 to 31 December 2009 1 January 2009 to 31 December 2009 1 January Handysize 2009 to 31 December 2009 1 January Handysize 2009 to 31 December 2010 1 January Handysize 19 750 Handysize 20 000 365 days 28 000 365 days 12 500 365 days 7 209 365 days 7 300 10 220 4 563 MATURITY DATE DATE MATURITY Currency ‘000 ‘000 with Currency currency currency swapped amount amount PERIODS SETTLEMENT US$000 duration US$000 Strike Quantity/ price value Nominal 9.3 agreements freight Forward GBP61 000 to GBP695 000 and USD43 000 to USD1 150 000. * Nominal currency swap amounts range from swaps 9 INSTRUMENTS (continued) FINANCIAL Cross-currency 9.2 FINANCIAL INSTRUMENTS (continued) DERIVATIVE Nominal risk. swaps to manage currency into cross-currency has entered The group value Nominal swapped Nominal January 2009 USD EUR 1 337 1 046 January 2009 USD EUR 591 471 January 2009 January 2009 USD USD GBP GBP 5 365 2 322 3 326 1 551 January 2009 January 2009 December 2014 ZAR ZAR USD USD 408 168 USD 39 ZAR 17 10 000 57 725 1 January 2010 to 30 November 2010 1 January 2010 to 30 November 2010 1 January 2010 to 30 November 2010 1 January 2010 to 30 November 2010 GBP 1 January 2010 to 30 November 2010 GBP 1 January 2010 to 30 November 2010 USD June 2014 EUR USD USD USD ZAR GBP Various* GBP Various* EUR Various* Various* USD Various* Various* 2 1 286 27 9 598 2 18 USD ZAR 10 000 61 346 140 page Grindrod Limited / Annual Report 2009 Liability akt aktstldtruhmri con Marktomarket settled through marginaccount ha Prhs 2 6 50570 28568 Purchase Wheat ht az Prhs 1 0 33759 16000 Purchase Whitemaize ie ucae 22 (48576) – 37808 Sales Purchase Wheat Rice CMOIY Tnae R000 13149 value 711 Tonnage Contract Purchase 73 622 Whitemaize COMMODITY Futures andoptions 9.4 ufloe Prhs – 108 – Purchase Sunfl ower eebr20 o3 eebr21 1 4 40dy 6840 440days 15545 1December2009to312010 oaba Prhs 369 – 3699 Purchase Soyabean eebr20 o3 pi 00 8 800m 3880 8000mt 485 1December2009to30April2010 oaba Prhs 2 6 58357 28060 Purchase Soyabean aur 09t 1Dcme 09 010 6 as 3687 365days 10100 1January2009to31December oaba el ae 66 (206) 646 Sales Soyabeanmeal aur 09t 1Dcme 09 010 6 as 3687 365days 10100 1January2009to31December on Prhs 247 118 (23672) 45480 2447 25273 15693 Sales Purchase Purchase Soyabeanmeal Corn Corn aur 09t 1Mrh20 1 0 9 as 1710 90days 19000 1January2009to31March 2009 elwmie ae 130 (1925) 1300 Sales Yellow maize nraei rfit Nominal value 40233 Quantity/ price 450days Strike 89406 1October2008to31December2009 Increase inprofi t (Increase)/decrease inhedgingreserve defi cit Decrease inFFA liability US$1000decrease Decrease inprofi t elwmie ucae 0 6991 5000 Purchase Yellow maize STLMN EID U$0 drto US$000 13585 duration 5500mt US$000 2470 1October2008to30June2009 SETTLEMENTPERIODS Decrease/(increase) inhedgingreserve defi cit Increase inFFA liability US$1000increase Forward freight agreements (continued) 9.3 DERIVATIVE FINANCIALINSTRUMENTS(continued) FINANCIALINSTRUMENTS(continued) 9 ffinancial statements NNotes to the i n a o n t Details ofthegroup’s dealingsinopenfutures andforward contractsatyear-end are asfollows: income statement.Forward purchase andsalescontractsare fairvaluedthrough theincomestatement. statement. Commodityinventoryisvaluedatfairvaluelesscoststosellwiththe(gains)/lossesalsorecognised in These contractsare notaccountedforusinghedgeaccountingandallfairvalue(gains)/lossesare recognised intheincome mature between1January2010and 30September2010. The group hasentered intocertainfutures inorder tocommercially hedgethepricerisk inrespect ofcommoditycontractswhic treated ashedges: In additiontotheaboveforward freight agreements thegroup hasentered intoadditionalforward freight agreements whichare would havethefollowingeffect: At 31December2009,thesensitivityofforward freight agreements toaUS$1000movementintheshippingmarketprices e c s i a

t o l

s

t t h a e t e

m e n t s ffor 31 year 2009 ended the December o r

t h e

y e a r

e 17 809 (Gain)/loss 2009 7 289 18 736 398 n d e d recognised

3 (15 389) (15 389) (liability) 16 900 17 277 15 389 15 389 1 Asset/

6 744 1 459 2 417 R000 R000 R000 2009 2009 D (909) (206) (139) 285 170 829 e 2 – 22 – – – – – – – – – – – c recognised 2008 R000 (Gain)/loss – 2008 Asset/ R000 R000 2008 1 538 (liability) (16 404) 21 572 (37 032) (9 422) (17 16 942) 17 404 942 e m Group b e r (10 636) (19 728)

24 772 35 496 2 (2 116) (2 544) (6 350) (1 538) (4 361) 3 200 2 702 2 226 0 (907) (108) (612) 295 428 177 0 the – – – not 9 h Grindrod Limited / Annual Report 2009 page 141 k a 9 762 9 509 140 540 1 (549) (142) 36 – 2 048 2 – Asset/ 30 136 30 (66 663) (liability) 447) (66 (7 455) – 236) (40 31 160 (11 – 1 156 – (10 329) (liability) 520) 042) 397) (10 120) (5 (3 (12 295) (16 (44 – (39 416) – 931 (39 44 R000 11 484 21 509 (72) 29 R000 1 065 (Gain)/loss recognised R000 – 2008 Asset/ 2008 (5 441) 2008 – – – – – – 1 17 86 (10) 861 405 870 (153) (870) 2009 2009 2009 R000 R000 R000 7 222 8 795 1 211 (4 703) (8 041) (4 519) (4 387) (2 487) (1 632) (1 472) (6 737) (3 224) (2 982) (9 961) (1 777) (7 867) Asset/ 14 596 (liability) (liability) (11 880) (12 158) (35 062) 101 861 (101 861) (Gain)/loss information shareholder recognised Asset/ nancial statements annual fi annual overview commentaries sustainability business Limited (#), enters into various interest rate swaps in the normal course of business. Grindrod Bank’s interest rate swaps fi x rate swaps fi interest Bank’s normal course of business. Grindrod rate swaps in the Limited (#), enters into various interest linked to JIBAR to rates between 10,38% per annum (2008: 13,72% per annum) and 17,60% per annum rates which are interest over the periods as indicated below: (2008: 14,54% per annum) and mature cash fl ow hedge to manage the risk associated with fl uctuating interest rates. In addition the group’s subsidiary, Grindrod Ban Grindrod subsidiary, rates. In addition the group’s uctuating interest ow hedge to manage the risk associated with fl cash fl The company (*) and group have entered into the following interest rate swaps on Rand-denominated loans, whereby variable rate swaps on Rand-denominated loans, whereby into the following interest have entered The company (*) and group rate swap which is designated as into an interest (^) has entered The group xed as indicated below. rates have been fi interest COMMODITY Wheat Wheat Wheat Wheat Soya bean meal Soya bean meal Soya bean meal Soya bean meal Soya bean Soya bean Corn Corn Purchase Corn Purchase Purchase White maize Purchase White maize Tonnage maize Yellow Sales 237 768 maize Sales Yellow Sales 35 000 25 295 ower Sales 166 454 Sunfl ower Sunfl Purchase 242 311 R000 Fuel 46 133 281 277 62 335 Fuel 355 814 304 945 44 576 8 262 Sales Fuel Purchase 1 002 (84 069) (386 284) (193 813) Purchase (228 222) Sales Purchase Sales 644 Sales 137 551 3 561 Sales 1 003 Purchase 193 261 11 747 57 390 50 000 (2 066) Sales 6 (224 498) 1 643 9 403 Purchase Purchase (17 814) 174) (13 8 (13 325) Sales 32 1 736 8 2 462 30 12 535 152 814 1 337 149 7 DATE MATURITY 2009* 30 June 2010 30 June 2010 30 June 2011 30 December 2011^ 30 December January 2007 and February 2017# Between January 2007 and February 2017# Between Various Various to 8,7% Variable to 9,9% Variable to 9,9% 139 692 Variable to 10,0% Variable rate to 9,8% Variable 21 698 250 000 500 000 250 000 232 000 250 000 R000 value Contract FOREIGN CURRENCY CURRENCY FOREIGN US Dollars Purchase US$000 R000 44 000 339 632 Liability contracts Forward 9.5 margin account settled through Mark to market Contract value Interest value Nominal

Other Other Other 9.6 rate swaps Interest Purchases Sales Sales 2 168 3 866 2 260 6 788 (7 902) (7 569) 9 INSTRUMENTS (continued) FINANCIAL FINANCIAL INSTRUMENTS (continued) DERIVATIVE 9.4 and options (continued) Futures

142 page Grindrod Limited / Annual Report 2009 Shippurchase option 9.8 Deferred Financial taxation Comprised instruments of: Closing balance Translation adjustments

rpryprhs pin Property purchase option Property purchase option Shippurchase option 9.9 Cashfl ow hedge Ineffectiveness recognised inprofi t orloss: Theabovementionedderivative’s hedgingdetailsare asfollows: DERIVATIVE FINANCIALINSTRUMENTS(continued) 9.7 Hedging FINANCIALINSTRUMENTS(continued) 9 details ffinancial statements NNotes to the hedgerecognised inequity Reconciliationofcashfl ow Opening balance cashfl ow hedges Details of Financial Financial liability asset

i n a o n t cash receipt bythegroup. ship ratherthansettleincash)at31December2009,thefairvalueofoptionhasbeencalculatedbydiscountingexpec the estimatedmarketpriceofshipisinexcessUS$15million(thepointatwhichitwouldbecomebenefi cial totransfer to transfertheshipgroup uponexercise oftheoption,group isentitledtoreceive acashpaymentofUS$13million The group hastheoptiontopurchase ashipin2011atanagreed priceofUS$2million.Ifthecounterpartytooptionelect interest rateswap Deferred taxationarisingon toincomestatement Amount removed from equity thecurrent year Amount recognised inequity on thediscountedfuture rentals expectedtobegeneratedbytheproperty. between themarketpriceandagreed price.Themarketpricewasobtainedfromindependent valuatorandisbased anexternal market priceoftheproperty isR12,7millionat31December2009,thefairvalueofoptionhasbeencalculated asthediff The group hastheoptiontopurchase aproperty on31December 2010atanagreed priceofR10,5million. Astheestimated e c s neut from equityinto inequity i a

t o l

s

t t h a e t e

months months 2 0) 1 7) 1 6) – (17369) (17971) (26 604) m 3 6–1 >12 6–12 3–6 <3 e recognised Amount recycled – – – – 1385 (153 855) egn noe Asset/ Hedging Income 169 521 171 394 6 2 1380 (455) (143860) 169 521 4 6 (143860) 143 860 171 781 Amount eev ttmn (liability) reserve statement n (1 873) 7 280 R000 t 5 (455) 455 s (125232) (2 328) (153 (151 855) 527) 2009 2008 2009 2008 50 934 (442 816) 442 816 ffor 31 year 2009 ended the December o r neut from equityinto inequity 3 6–1 >12 6–12 3–6 <3 months months months months

rcgie Amount recognised recycled 694 4 2 092 – 90972 44723 36984 t h 365 587 Hdig noe Asset/ Income Hedging Aon Amount e 1385 4286 2328 442816 (153855) 238 2328 (2328) reserve (liability) statement

y 779 ( 1) 380 (3255) (3850) (3919) (7 799) e a r

R000 e 79 758 n d e d

3 1

2 233 R000 R000 R000 2009 2009 2009 D e – c 2008 – 2008 2008 R000 103100 R000 1 R000 378 e m Group Group Group b e r

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Grindrod Limited / Annual Report 2009 page 143 lue prices 2008 R000 Group Company 7 059 7 059 7 – – 13 371 13 – – – – 7 059 7 376 (317) 7 7 059 (6 312) 2008 R000 – – – – 428 428 428 2009 2009 R000 R000 7 059 (6 631) 24 052 (30 391) (35 541) 280 469 238 589 information shareholder – 50 604 (7 503) 2008 R000 nancial

– 103 100 – – (452 887) 264 335 7 239 23 673 (17 747) 152 608 154 834 (39 258) – 42 297 (17 526) – 216 353 (171 421) (8 320) 3 113 (47 408) 151 527 593 974 (300 863) 151 527 141 087 (36 528) Financial Hedging Financial reserve assets liabilities reserve assets R000 R000 R000 R000 – – – statements Group annual fi annual 140 825 159 352 140 825 106 681 33 213 1 604 939 1 – 224 527) (18 (89 771) (89 9 752 114 163 140 825 104 845 (80) (455) 2009 R000 2 068 3 044 (5 148) 84 092 (22 277) 136 811 159 088 136 811 164 343 136 811 140 825 (113 692) – (35 062) 2008 R000 R000 7 520 (10 212) 2 233 – assets liabilities 18 736 (61 948) 19 149 (120) 18 153 (1 254) 34 064 931) (41 79 758 – 2009 (77 752) 125 423 179 613 (150 527) 101 861 (25 104) Financial Financial (1 375) (1

– – – – – (884) R000 (6 701) reserve (61 948) Hedging (101 861) (171 394) (171 394) overview commentaries sustainability business nancial instruments The derivative fi nancial instruments have been disclosed in the statement of fi nancial position as follows: nancial in the statement of fi nancial instruments have been disclosed The derivative fi Forward currency exchange currency Forward other contracts on ships and trading commitments Less portion due within one year included in trade and other payables/ (receivables) was determined with reference to inputs other than quoted prices. was determined with reference in active markets. The ship and property purchase options are classifi ed as Level 2 instruments which indicate that the fair va classifi options are purchase in active markets. The ship and property All of the above fi nancial instruments with the exception of the ship and property purchase options have been classifi ed as options have been classifi purchase and property nancial instruments with the exception of the ship All of the above fi to quoted determined with reference which indicates that the fair values of the instruments were nancial instruments, Level 1 fi Transferred to non-current liabilities associated with to non-current Transferred ed as held for sale assets classifi

terminals, vehicles and equipment ships, property, from Transferred Impairment charged to income statement amount raised on recoverable Interest loss Translation

9.10 Derivative fi 9 Derivative INSTRUMENTS (continued) FINANCIAL 9.10 FINANCIAL INSTRUMENTS (continued) DERIVATIVE

non-distributable reserve from Transfer translation adjustment currency Foreign balance Closing (Disposal)/acquisition of businesses Comprising: taxation assets Deferred taxation liabilities Deferred agreements freight Forward Cross-currency swap Cross-currency 11 DEFERRED TAXATION 11 DEFERRED major category: taxation analysed by Deferred Capital allowances Other timing differences Secondary taxation on companies credits Estimated taxation losses

taxation: Reconciliation of deferred Opening balance Income statement effect and options Futures Forward contracts Forward rate swaps Interest option Ship purchase option purchase Property

Long-term portion Long-term Opening balance Opening 10 RECOVERABLES ON CANCELLED SHIPS

144 page Grindrod Limited / Annual Report 2009 xoue ihrngtae em Exposures withrenegotiated terms aiu xouet rdtrs Maximumexposure tocredit risk Lessimpairmentagainstadvances Rvlaino on eda arvletruhpo rls Revaluationofloansheldatfairvaluethrough profi t orloss Itrs cre Interest accrued Maturingaftertenyears Maturingafterfi ve yearsbutwithinten Maturingafterthree yearsbutwithinfi ve years Maturingafteroneyearbutwithinthree years Mtrn fe i otsbtwti n er Maturingaftersixmonthsbutwithinoneyear Mtrn fe he otsbtwti i ots Maturingafterthree monthsbutwithinsix Maturingafteronemonthbutwithinthree months

Ohr Other Mtrt ndmn Maturingwithinonemonth Maturityondemand Contractualmaturityanalysis: Less:impairmentsagainstadvances

Piaehueod Privatehouseholds eauto flashl tfi au hog rfito os Revaluationofloansheldatfairvaluethrough profi t orloss Bsns evcs Community, socialandpersonalservices Businessservices Realestate rpryi ossin Interest Property inpossession Preference accrued shares Fnnilitreito n nuac Financialintermediationandinsurance on n dacs–idvdas Loansandadvances–individuals Tasot trg n omncto Transport, storageandcommunication on n dacs–uicroae uiess Loansandadvances–unincorporatedbusinesses Loansandreceivables LOANSANDADVANCES TOBANKCUSTOMERS 12 Cntuto Wholesaleandretail trade,repair ofspecifi ed items,hotelsandrestaurants Construction Manufacturing on n dacs–cmaisadcoecroain Loansandadvances–companiesclosecorporations ffinancial statements NNotes to the Mnn n uryn Miningandquarrying Agriculture, hunting,forestry andfi shing Sectoral analysis: i n where impairmentindicatorsexist. suretyships. Thisbookisconsidered tobewellsecured andimpairmentshavebeenraised of collateralsuchascash,mortgagebonds,shares, discountedinvoices,guaranteesand Advances are madeatmarketrelated ratesofinterest andare secured withvarioustypes t icutepce uuecs w todiscountexpectedfuture cashfl ows Held atfairvaluethrough profi t orloss using year-end marketrelated interest rateyieldcurves from thestatementoffi nancial positiondateanddoesnottakerepayment profi les intoaccount. The maturityanalysisofadvancesisbasedontheremaining contractualperiodstomaturity a o n t e c s i a

t o l

s

t t h a e t e

m e n t s

826 591 ffor 31 year 2009 ended the December o r

t h e

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e 1486739 (3 425)

12343 1075 196039 212794 397424 150177 89794 11621 107496 295941 (3 425)

58277

15783 88380 12343 144634 3059 56843 94052 31074 63965 153242 1330072 3449 38217

17618 6807 n d e d 1 483314 1 483314 1 483314 1 156651 1 483314

3 257 986 12 035 12 035 82 289 1

R000 2009 D e – c 505880 2008 R000 – 1049761 1049761 76 543 1049761 1049761 e Group m b e 1 049761

r 157 197 157 709 332 188 124 961 143 939 123 533 101 477 758 174 151 661 898 100 105 853

15 580 12 230 35 532 32 308 35 916 72 194 15 580 17 339 12 230 47 148 98 096 72 165 61 207 17 669 2 2 201 2 997 2 174 7 804 1 459 0 0 – – 9 Grindrod Limited / Annual Report 2009 page 145 – – – 71 order order (428) 6 964 2 024 1 517 1 796 3 916 2 895 (3 488) 10 416 15 580 39 544 41 340 16 433 40 647 136 081 151 661

Group 151 939 808 151 406) 438 976 – (65 38 41 340 124 41 647 394 31 967 710 680 42 52 842 98 905 761 1 049 20 348 20 – 43 542 43 – 607) (465 – 98 710 98 2008 R000 – – – – – (345) 2009 R000 8 837 4 257 2 895 98 710 30 679 88 090 49 472 (75 921) 487 346 458 234 353 750 499 804 141 208 1 483 314 information shareholder (999 048) (999 12 035

153 243 nancial statements annual fi annual – – 1 653 39 39 – 2 365 – – 4 257 20 648 19 891 16 391 (3 425) 425) (3 (3 – – 2 895 12 334 12

overview commentaries sustainability business 648 20

to secure available borrowing facilities of R420 442 000 (2008: R1 224 002 000). borrowing available to secure The fair value less costs to sell of the commodities inventory amounts to R353 866 000 (2008: R682 738 000). The fair value less costs to sell of the commodities inventory amounts to R353 866 000 (2008: nancial institutions in been ceded to fi Agricultural and other commodities, amounting to R339 474 000 (2008: R651 317 000) have Reconciliation of held-for-sale assets Reconciliation of held-for-sale Included in loans and advances are fi xed rate loans designated as held at fair value through as held at fair value through xed rate loans designated fi advances are Included in loans and t and loss: profi Included in loans and advances are loans made to related parties at market related rates of rates related parties at market loans made to related Included in loans and advances are interest: Opening balance gain Opening Additions Translation vehicles and equipment terminals, ships, property, from Transferred to receivables Transferred value to net realisable Write-down Disposals 13 INVENTORIES Commodities Bunkers and other consumables Agricultural Other and containers Merchandise Held for sale assets ed as held for sale assets classifi to non-current Transferred

analysis: 12 (continued) TO BANK CUSTOMERS ADVANCES LOANS AND Geographical South Africa t or loss profi held at fair value through Net book value of loans and advances t or loss profi held at fair value through Revaluation of loans and advances Private households Business services Other t or loss profi held at fair value through Less: Impairment of loans and advances storage and communication Transport, Manufacturing social and personal services Community, Real estate cant weakness Loans and advances displaying signifi loans and advances Carrying amount of impaired loans and advances Collateral held against impaired Sectoral analysis of impaired loans and advances: Construction Analysis of impaired loans and advances: mention ed as special Loans and advances classifi Analysis of impairments: Impairments at the beginning of the year in impairments Net increase against impairments off Written Impairments at the end of the year t or loss profi Fair value of loans and advances held at fair value through companies – guarantees group Grindrod and indirectly) (directly Directors 146 page Grindrod Limited / Annual Report 2009

eoibecri ae fdpst Negotiable certifi cates ofdeposit Tesr il Treasury bills Statutory liquidassets Peeec hrs Preference shares Measured atamortised cost LIQUIDASSETSANDSHORT-TERM NEGOTIABLESECURITIES 15 Itrs aesas Other Forward freight agreements Interest rateswaps Forward contracts Futures andoptions Cross-currency swaps

Saeodr’las Current portionofderivativefi nancial assets(note9.10) Other Shareholders’ loans receivables Loanstojointventures Freight Trading Services mut u rmsbiire Amountsduefrom subsidiaries Nettradedebtors Prepayments Less:allowancesfordoubtfuldebts Trade TRADEANDOTHERRECEIVABLES 14 debtors ffinancial statements NNotes to the Coigblne Closingbalance Allowanceutilised Increase inallowance Acquisitionofbusinesses Oeigblne Openingbalance Reconciliationofallowancesfordoubtfuldebts i n following: Included inthecurrent portionoffi nancial assetsare the predominately non-interest-bearing. approximates fairvalue.Trade andotherreceivables are receivables atamortisedcostandtheircarrying amount portion offi nancial assets,are classifi ed asloansand Trade andotherreceivables, otherthanthecurrent hl o ae(oe1) heldforsale(note16) Transferred tonon-current assetsclassifi ed as interest andthere are nofi xed repayment terms. The shareholders’ loanstojointventures donotbear order tosecure overdraft facilitiesasfollows: Trade debtorshavebeencededtofi nancial institutionsin required inexcessoftheallowancefordoubtfuldebts. directors believethere isnofurthercredit riskprovision customer basebeinglargeandunrelated. Duetothis,the Concentrations ofcredit riskare limitedduetothegroup’s a o cmimns commitments Forward exchangecontractsonshipsandothertrading n t e c s 2 233

i a

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t t h a e t e

m e n t s

2 973607 1 188419 1 340210 2 332949 2 384850 469 125 151 791 (51 901) 77 752 18 735 31 718 16 903 77 752 40 533 57 630 51 901 12 235 37 932 (4 382) (2 424) 7 520 4 158 R000 2009 643 – 452 887 3529510 R000 2008 1355696 243 061 1598757

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t h e 2 215509 2 253441

y 0 7 109 175 217 694 2 3 721 538 452 887 3 3) (37 932) 907 39 097 27 858 686 46 896 92 680 37 932 15 266 284 22 834 e (4 516) 2 048 4 348 a r

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n d e d 1 188371 1 188353

3 104 092 70 287 33 805 1

R000 R000 2009 2009 D e 15 3 3 – – – – – – c 138 553

1643139 2048 6233 2008 527 – – R000

6 233 4 185 e Company Group m b e 1 636379 r

60 378 73 683 2 4 492 R000 2008 0 0 – 9 Grindrod Limited / Annual Report 2009 page 147 r a by – – – – 2 e of ities 66 261 2008 R000 3 045 1 918 495 158 492 113 495 169 orthcoming of impairments Group Company 6 61 – 2 245 2 55 – – 9 R000 2008 6 9 2 61 57 80 55 867 2009 2009 R000 R000 2 318 4 382 4 631 (5 193) 12 709 12 680 (93 717) 414 150 495 158 414 161 information shareholder 345 (5 193) (5 – 2 11 3 045 nancial 189 061 (192 106)

statements Group annual fi annual 6 6 9 55 55 61

2008 R000 – – 6 9 2 61 55 2009 R000 13 209 13 209 13 220

overview commentaries sustainability business and non-convertible preference shares of 0,031 cent of shares and non-convertible preference each (2008: 7 500 000 cumulative, non-redeemable, non-participating and non-convertible preference 463 381 980 ordinary shares of 0,002 cent each shares 463 381 980 ordinary of 0,002 cent each) (2008: 478 476 210 shares 7 400 000 cumulative, non-redeemable, non-participating 7 400 000 cumulative, non-redeemable, 20 000 non-participating 000 cumulative, non-redeemable, of 0,031 cent shares and non-convertible preference each (2008: 20 000 000 cumulative, non-redeemable, shares non-participating and non-convertible preference Net premium on shares acquired during the year by during the acquired shares on Net premium companies group R42,55 (2008: R42,55) are held by a subsidiary of the group. R42,55 (2008: R42,55) are until the f of the directors under the control are to the extent of a maximum of 10% of the issued shares, The unissued shares, annual general meeting. 3 950 000 ordinary shares (2008: 3 520 000 ordinary shares) with a nominal value of R79,00 (2008: R71,00) were issued for with a nominal value of R79,00 (2008: R71,00) were shares) 000 ordinary 520 (2008: 3 shares 000 ordinary 950 3 R3 045 700). (2008: R12 708 421 a subsidiary fo from repurchased were shares 000 preference and 100 shares 230 (2008: nil) ordinary 044 19 year, In the current R287 567 877 (2008: nil) and R9 150 000 (2008: nil), respectively. 8 of R206 776 premium with a nominal value of R175,53 and a share In the prior year, shares 248 542 ordinary purchased 561 were a subsidiary of the group. of R9 premium by 533 of R31,00 and a share with a nominal value purchased shares 100 474 were 000 preference In the prior year, subsidiary of the group. with a nominal valu shares 137 256 (2008: 137 non-participating and non-convertible preference 256) cumulative, non-redeemable, comprising the operations classifi ed as held for sale at the statement of fi position date have been set out above, net nancial ed as held for sale at the statement of fi comprising the operations classifi recognised. of its investments. decided to dispose of two the group In the prior year, The group has decided to dispose of certain businesses in its Freight Services division. The major classes of assets and liabil Services in its Freight has decided to dispose of certain businesses The group of 0,002 cent each shares 2 750 000 000 ordinary of shares (2008: 2 750 000 000 ordinary 0,002 cent each) Issued of 0,031 cent each) shares

Share premium premium Share

Balance at beginning of year 16 SALE ASSETS CLASSIFIED AS HELD FOR NON-CURRENT terminals, vehicles and equipment Ships, property, Leased terminals, vehicles and equipment issued on shares Premium Investment in associate

Deferred taxation taxation Deferred capital and premium issued share Total Other investments investments Other

Inventory Inventory and other receivables Trade Bank and cash

ASSETS CLASSIFIED AS HELD FOR SALE WITH NON-CURRENT LIABILITIES ASSOCIATED disposals and other liabilities Trade Business 17 AND PREMIUM SHARE CAPITAL Authorised

of 0,031 cent each) 148 page Grindrod Limited / Annual Report 2009 1/07 A 8,75 ZAR 12/2017 1/04 A 8,75 ZAR 11/2014 0/03 A 10,25 NAD 08/2013 0/03 S 2,28 USD 02/2013 0/08 S 4,78 USD 02/2018 0/03 S 2,28 USD 02/2013 0/03 S 2,28 USD 06/2013 1/06 S 1,46 USD 12/2016 0/08 S 2,86 USD 06/2018 1/04 S 1,23 USD 12/2014 0/04 S 1,23 USD 06/2014 1/08 S 1,91 USD 12/2018 1,91 USD 12/2018 Interest Expiry Currency rate date Long-termdebtfacilities Thegroup hasundrawncommittedfacilitiesasat31December2009,follows: Available facilities er er > er Group >5years 1963 564 2-5years 107732 1year 665618 1 190214 Interest-bearing debtrepayable Interest-bearing debt repayable 2008 R000 R000 Thematurityprofi le ofthegroup’s borrowings isasfollows: cryn au prxmtsfi au carryingvalueapproximates fairvalue Interest-bearing debtisclassifi ed asfi nancial liabilitiesmeasured atamortisedcostandits

hr-embroig n vrrf Short-termborrowings andoverdraft ZR 7,60 ZAR ogadmdu-emfinnig Longandmedium-termfi nancing 1/00 A 7,60 ZAR 12/2010 grgt mut eaal ihnoeya Aggregate amountsrepayable withinoneyear 0/00 A 8,00 10,00 ZAR ZAR 06/2010 06/2010 Short-termborrowing facilities Aggregate loans vros A 8,46 ZAR various 18 INTEREST-BEARING DEBT Aggregate ffinancial statements loans NNotes to the i n specifi c loanagreements andthespecifi c assetsagainstwhichtheloans are secured. Interest-bearing debtisraisedtofundships,property, terminals,vehicles,equipmentandinventory. Thefacilitiesare fi xed page 174. Full detailsofthelongandmedium-termfi nancing, theirfairvaluesandinterest rateprofi les are detailedonthescheduleo headroom available. available tothegroup. Thenetcashbalances includedincurrent assetsandcurrent liabilitiesare includedinthedeterminat appropriate formoffundingpriortoanyacquisitions. Group treasury determinestheamountofunutilisedfacilitiesinassessi The group determinesitsavailabilityoffunds andassessesitscashrequirements onaweeklybasis.Considerationisgivento Group assetsofR2691511000(2008:R3 163595000)are pledgedassecurityforloansof 2009 eue Secured Unsecured a o n t e c s i a

t o l

s

t t h a e t e

m e n t s 6 5 5089 5 2 2246 463 352721 530889 1 362853

ffor 31 year 2009 ended the December o r

t h e

y e a r

R2 246463000(2008:R1963564000). e

n d e d 2 066561 2 066561 1 022983 1 145774

(179 902) 3 174 669 184 250 920 787 100 000 150 000 982 769 117 920 26 604 90 172 82 176 82 176 30 733 30 733 55 000 16 470 1

R000 R000 2009 2009 D e – – – – – – c 2008 R000 1735885 2008 R000 150 000 e Group m b f loanfundson e 1 735885 1 211258 1 024637 ng thefunds (227 679) r 236 250 938 927 100 000 796 958 300 000 basedon

ion ofthe 12 185 13 233 94 500 94 500 29 646 29 646 97 207 33 956 2 the most 9 649 3 035 7 450 0 0 – – – – 9 Grindrod Limited / Annual Report 2009 page 149 7,8 8,8 (520) 75,0 7 405 4 721 1 134 2 070 1 498 (3 822) 72 819 77 900 Group 2008 R000

– – (41) 7,8 8,8 807 75,0 2009 R000 5 957 5 191 (5 989) 77 900 77 868 information shareholder

increase (decrease) increase 14,6 (12,0) 13,6 (11,3)

of a 1% Effect of a 1% Effect nancial statements 2008 annual fi annual

(%) (%) (%) 2009 14,6 (12,0) 13,6 (11,3) increase (decrease) increase of a 1% Effect of a 1% Effect – – – – – – – – – 77 900 72 819 1 567 62 834 5 075 64 944 30 925 52 355 (5 547) – 77 900 72 819 62 834 64 944 52 355 2008 2007 2006 2005 2004 2008 2007 2006 – – 2009 77 868 77 868 77 overview commentaries sustainability business Present value of obligations in value of Present excess of plan assets Experience adjustments on obligations The group subsidises the medical aid contributions of certain retired employees and has contributions of certain retired subsidises the medical aid The group reach employees when they contributions of certain current an obligation to subsidise as are nancial statements in this respect in the fi The amounts recognised retirement. follows: Aggregate of the current service cost and of the current Aggregate (%) cost interest The effect of an increase or decrease of 1% in the assumed medical cost trend rates are as follows: rates are of 1% in the assumed medical cost trend or decrease of an increase The effect

of the year Recognised liability at beginning 19 BENEFIT OBLIGATIONS EMPLOYEE 19.1 medical aid for post-retirement Provision year as an expense in the current Recognised on obligation Interest cost service Current Actuarial (loss)/gain recognised Other Contributions paid Contributions of business Acquisition on purchase at end of the year as a liability value of unfunded obligations recognised Present actuarial gains or losses. no unrecognised are There in the determination of fair values include: The principal actuarial assumptions applied ation cost infl Health care Discount rate Fair value of plan assets

Continuation at retirement (%) Accrued liability at year-end is as follows: The history of experience adjustments value of obligations Present

during 2009. An actuarial valuation was undertaken

150 page Grindrod Limited / Annual Report 2009 Ageae Onerous Aggregate contracts o-urn oto fsaepielne pinshm Non-current portionofshare pricelinkedoptionscheme urn oto nlddudrcretlaiiis Current portionincludedundercurrent liabilities Closing balance xesscagdaantpoiin Expenseschargedagainstprovisions oeg xhnegi Foreign exchangegain hre oicm ttmn Chargedtoincomestatement tlsto fpoiin (%) (%) (%) Provision forshare pricelinkedoptionscheme Non-current portionofonerous contractprovisions Current portionincludedundercurrent liabilities Utilisationofprovision Opening Foreign exchange(gain)/loss Chargedtoincomestatement Provision foronerous contracts Closing Salaryincrease 20 PROVISIONS balance Pension increase Opening Discount rate balance balance Actuarial surplus neonsdntgi Unrecognised netgain rsn au flaiiis Present valueofliabilities

cura au fast Actuarialvalueofassets Thefundedstatusofthepensionfundisasfollows: 19.2 EMPLOYEEBENEFITOBLIGATIONS (continued) 19 Retirement benefi ffinancial statements NNotes to the

i n Product tankercharter relates tothefollowingspecifi c items: contracts. Theprovision isclassifi ed asafi nancial liabilitymeasured atamortisedcostand course oftherelevant charterperiodbasedoncurrent estimatesofthelossarisingfrom the Cash outfl ows inrespect oftheonerous contractprovision are expectedtoarise overthe Charters onerous contracts. expected costsexceedtherevenues andtheestimatedcostsofexitingcertainfuture This represents scheduled contractsofaffreightment onownedorlong-termvessels,where the Contracts ofaffreightment andcharters(capesizehandysize) operating shipcharteragreements lessrevenueontheshipcharters. expectedtobeearned This represents payments thatthecompanyisobligedtomakeundernon-cancellableonerous (refer tonote 30). are entitled toreceive acashsettlementbasedon theexcessofmarketpriceshares andanagreed uponstrikeprice The share pricelinkedoptionschemeprovision relates toaremuneration schemewhereby certainemployeesof Grindrod Limited Provision for share pricelinkedoptionscheme chartering incertainvessels. This represents charter contractswhere expectedrevenue exceedsthecontractedcostof a o n t The principalactuarialassumptionsappliedinthedeterminationoffairvaluesinclude: contribution toallretirement benefi t plansare chargedagainstincomewhenincurred. The nextactuarialvaluationswillbeperformedon31December2010.employer’s has recognised thefund’s surplus. of thesurplusapportionmentprocess interms ofSection15B(9)thePensionFundsAct,No.241956.Accordingly, thegrou privately administered pensionfundat31March 2007takingintoaccounttheapproval received from theFinancialServicesBoar contribution planswhicharebytheSouthAfricanPensionFundsAct,1956.Anactuarialvaluationwascompletedof governed fund,industrypensionfundorprovidentan external scheme.Alleligibleemployeesare membersofeitherdefi ned benefi t orde The group provides privatelyadministered pensionandprovident fundsforallpermanentemployeesexceptthosewhobelongto e c

s i a

t o l

s

t t

t plans t h a e t e

m e n t s

ffor 31 year 2009 ended the December o r

t h e

y e a r

e 104 347 n d e d

(106 139) 3 100 361 108 329 199 556 119 069 108 329 (33 701) (12 550) (72 137) 48 613 34 382 97 414 10 915 1 (2 443) (7 968)

3 986 6 429 6 505 R000 2009 D 4,3 6,8 9,5 (76) e – – – c 98 508 4,4 6,2 9,6 2008 R000 147992 (138 894) (101 048) 9 961 98 199 508 556 54 613 273 876 39 945 199 556 e Group m b e r (16 461) (41 237)

12 438 29 357 70 594 11 619 2 4 023 0 fi ned 0 – – – – – 9 p d Grindrod Limited / Annual Report 2009 page 151 2008 R000 46 483 18 470 18 470 (37 800) 189 000 901 173 540 920 281 586 901 173 147 527 169 306 270 570 281 586 240 942 1 225 460 Group 1 507 046 1 507 046 1 507 046 1 507 046 91 737 200 151

28 802 28 955 716 955 1 507 046 124 2009 R000 88 441 21 365 21 365 (29 480) 117 921 408 837 294 268 181 287 140 885 347 218 215 002 181 287 690 432 884 283 102 255 1 031 656 1 756 126 1 574 839 1 756 126 1 031 656 1 756 126 1 756 126 information shareholder

1 756 126

nancial statements annual fi annual

overview commentaries sustainability business The income received in advance is classifi ed as a fi nancial liability measured at amortised cost. nancial liability measured ed as a fi in advance is classifi The income received The maturity analysis of deposits is based on their remaining contractual periods to maturity their remaining The maturity analysis of deposits is based on nancial position date. the statement of fi from Included in deposits are funds from related parties earning interest at market related rates: earning at market related parties related interest funds from Included in deposits are

Deposit received received Deposit 21 IN ADVANCE INCOME RECEIVED liabilities portion included under current Current 22 FROM BANK CUSTOMERS DEPOSITS at amortised cost Measured Call deposits xed deposits Notice and fi Prime linked notice deposits accrued Interest Amounts owed to depositors Amounts owed to banks Contractual maturity analysis: Withdrawable on demand Maturing within one month Maturing after one month but within six months Maturing after six months accrued Interest analysis: Sectoral Banks Government and public sector Individuals Business sector analysis: Geographical South Africa or indirectly) (directly Directors 152 page Grindrod Limited / Annual Report 2009 Fradcnrcs Other Forward contracts Futures andoptions Cross-currency swaps Current portionofderivativefi nancial liabilities(note9.10) mut u osbiire Amountsduetosubsidiaries hrhlesfrdvdns Shareholders fordividends Saeodr'las Shareholders' loans Other Loansfrom jointventures payables Operatingleaseaccrual Acude pne Accrued expenses Taec eios Trade TRADEANDOTHERPAYABLES 23 creditors

Fradfegtareet Forward freight agreements ffinancial statements NNotes to the i n following: Included inthecurrent portionoffi nancial liabilitiesare the bearing. Trade andotherpayablesare predominately non-interest cost andtheircarryingamountapproximates fairvalue. of derivativefi nancial liabilities,are measured atamortised Trade andotherpayables,thanthecurrent portion ast lsi da edfrsl assetsclassifi ed asheldforsale Transferred tonon-current liabilitiesassociatedwith Shareholders’ loanscomprisingamountsduefrom jointventure partiesdonotbearinterest andhavenofi xed repayment terms. a o cmimns commitments Forward exchangecontractsonshipsandothertrading n t

e c s

i a

t o l

s

t t h a e t e

m e n t s (9 960)

2 345218 1 337486 (125 423) 125 423 195 495 553 583 (41 930) (10 211) (61 948) 32 416 79 674 26 334 (1 254) (5 193) R000 2009 (120)

ffor 31 year 2009 ended the December (36 713) (264 335) o Group r

t h e 3 035205 1 604213

1273 (172 763) y 264 335 252 247 774 190 2 8) (21 782) 1 4) (15 049) 1 8) (13 180) 52 816 57 109 30 295 e 488 (4 848) R000 2008 a r

– e

n d e d

3 977 463 939 548 32 416 1

4 252 R000 2009 D 966 281 e – c

– e Company m b e 1 362311 1 309211 r

46 910 2 1 099 5 059 R000 2008 0 32 0 9 Grindrod Limited / Annual Report 2009 page 153 2008 R000 Company 2 735 806 19 113 19 2 754 919

2009 R000 19 383 1 313 721 1 333 104 information shareholder

– 2008 R000 4 133 9 524 1 747 33 224 29 091 33 224 50 772 11 253 47 626 13 973 96 840 60 910 11 686 nancial 294 217 202 660 120 651 169 436

3 082 749 2 590 718 2 208 591 24 397 014 statements Group annual fi annual 33 224 33 1 070 101 33 736 910 7 410 2009 R000 4 627 9 640 2 485 (3 092) 39 252 23 887 15 365 39 252 39 252 87 844 15 672 51 097 11 957 34 029 66 662 49 892 14 387 172 678 115 517 133 426 1 422 693 2 378 269 2 011 958 20 427 789 27 692 041

1 257 467

overview commentaries sustainability business nancial institution’s net interest income net interest nancial institution’s

Interest income calculated using the effective calculated using the effective income Interest method interest Revenue comprises net invoiced value of clearing and Revenue comprises net services, gross shipping and transport forwarding, chartering, earned ship sales, seafreight, revenue from fee and interest depot operations, net warehousing, ancillary services, nancial institution, income of the fi sale of commodities from revenue investment income and and is analysed as follows: Analysis of the fi included in above:

t and loss profi through income at fair value Interest

24 REVENUE Charter-hire sales Ship Handling fee and other revenue Freight revenue revenue Freight Net invoiced sales Sale of commodities received nancial institution income of the fi Net interest Dividends nancial institution Fee income of the fi income Interest Advances dividends, advances portfolio share Preference Balances at banks and short-term funds negotiable securities portfolio dividends, share Preference expense Other short-term securities deposits Interest on derivative instruments (Paid)/received Call xed deposits Notice and fi expense Other interest Prime linked notice deposits income Net interest 154 page Grindrod Limited / Annual Report 2009 Mrhnie Othercommodities Ships Merchandise Containerhandlingandlogistics Bunkerfuels Agriculturalcommodities Costofsales Othervoyageexpenses Provision foronerous voyagecontracts Portexpenses Fuel Charter-hire Voyage expenses Ohr Amortisationofintangibleassets Other Ships Depreciation –capitalisedleasedassets Other Ships Depreciation –ownedassets Ships Leaseholdproperties Amortisation te udyicm Netgains/(loss)onfi nancial instruments Cancellation Othersundryincome Option fees Pensionfundsurplusrecognised income Oncommoditytrading Onforeign currency exposure Foreign exchangegains Shipoptionwrite-up 25 ffinancial statements NNotes to the te prtn xess Otheroperatingexpenses Foreign exchangelosses itiuinadsligcss Distributionandsellingcosts Staff costs i n Operating expenses Depreciation andamortisation Other income TAXATION OPERATING INCOMEBEFOREINTERESTAND a o n t

e c s

i a

t o l

s

t t h a e t e

m e n t s 1001741 165 583

1017797 11 811505 22 128878 26 631346 1 247151 6 708681 2 007784 2 497400 748 879 610 921 198 014 374 227 292 400 143 193 122 316 792 025 144 654 77 406 48 613 46 510 10 144 75 933 47 950 42 955 59 112 89 531 95 711 50 592 6 337 5 004 5 279 5 000 6 180 1 183 R000 2009 413515 R000 2008 ffor 31 year 2009 ended the December 713 181 559 070 37 10 713 660 52 319 31269963 240942 5 122 021 7 114 5 461 654 1054028 o Group r

t h 40178 14 011778 25 840857 e 5 4 2 152649 7 914411 2 165845 3 432308

y 9 2 194 621 372 513 273 876 206 559 182 852 336 506 344 137 8 1 714 571 183 819 5 1 854 217 854 28 564 44 380 e 3 7 631 3 517 a r

– – – e 16 860 n d e d

3 43 040 17 029 17 029 30 697 1

9 476 2 867 R000 2009 D (169) e – c 20884 2008 23296 23 296 R000 (2 412) 55 819 – 35 689 16 777 3 353 e Company m b e r

2 0 0 9 Grindrod Limited / Annual Report 2009 page 155 Company 11 671 11 2 138 2 275 146

11 671 484 11 1 (37) 2 559 2 1 447 484 1 1 – (37) – – (37) R000

2008 (37)

1 484 – – – 107 327 (455) 2009 R000 3 082 2 720 2 627 1 382 1 382 information shareholder 3 154 3 – 1 382 1 – 1 382 1

– – – 216 382 960 (428) 1 682 5 374 1 204 2 865 (1 631) 43 179 20 703 16 265 38 499 25 292 (12 987) (62 660) (35 912) (33 310) (93 772) nancial 146 514 122 446 (280 761)

statements Group annual fi annual (163 567) (163 138 711 28 141 28 17 708 17 2 203 127 2 367 349 138 711 138 63 791 63 – (314 071) 275) (314 (315 (175 360) (175 (314 071) (314 2008 R000

– 156 805 413 463 757 (990) 2009 R000 1 674 2 081 2 265 6 225 1 333 7 682 1 954 (2 723) (3 617) 46 886 21 984 13 881 30 887 38 580 46 262 21 000 (30 391) (91 367) (30 354) 161 328 193 392 161 328 161 328 (252 695) (254 028) (222 341) (252 695) 2 209 452

5 794 5 2 010 266

overview commentaries sustainability business

Net fi nance costs excludes interest from the fi nancial institution of the group. the fi from nance costs excludes interest Net fi Profi t/(loss) on disposal of property, terminals, vehicles terminals, vehicles t/(loss) on disposal of property, Profi and equipment from exchange gains/(losses) realised Foreign on disposal of business non-distributable reserves OPERATING INCOME BEFORE INTEREST AND OPERATING (continued) TAXATION arrived at after including: The costs are Impairment of ships, property, terminals, vehicles and terminals, vehicles and Impairment of ships, property, equipment

Impairment of goodwill Impairment of intangible assets Impairment of investments Impairment of cancelled ships Negative goodwill released

25 remuneration Auditors’ year provision Audit fees – current t on disposal of investments Profi Prior year underprovision Fees for other services Expenses

received 27 NET FINANCE COSTS Interest paid Net interest paid Interest capitalised Interest Operating lease rentals Land and buildings Ships Other ed as follows: is classifi received Interest cost at amortised Loans and receivables and loss t profi Fair value through Professional fees Professional Administrative and managerial Technical/projects ed as follows: paid is classifi Interest Financial liabilities held at amortised cost Finance leases

Share-based payments Share-based Black economic empowerment costs ciary stream benefi Amortisation of residual losses/impairment against advances for credit Provision 26 NON-TRADING ITEMS 26 NON-TRADING 156 page Grindrod Limited / Annual Report 2009 Pirya Onincomefortheyear Current Prioryear Associate Onincomefortheyear companies Prioryear Deferred Onincomefortheyear Current Foreign O eodr aaino opne rdt Onsecondarytaxationoncompaniescredits O hneo ae Onchangeofrate Pirya Prioryear O noefrteya Onincomefortheyear Secondarytaxationoncompanies Deferred Prioryear Pirya Effective rateoftaxation Prioryear Changeofrate Secondarytaxationoncompanies Capitalgainstaxation Non-allowableitems Non-taxableforeign items Onincomefortheyear SouthAfricannormaltaxation Current 28 TAXATION Eep noe Exemptincome Current yeartaxlossesutilised Adjusted for: omlrt ftxto Normalrateoftaxation fetv aeo aain Effective rateoftaxation Onincomefortheyear Deferred ffinancial statements NNotes to the i n taxation rates. from corporateincometaxestheprofi ts ofqualifyingshipping activities.Non-qualifyingactivitiesare taxed atnormalcorpor bythe fltonnage earned fromeet ratherthanoncorporateincomeearned shippingoperations.TheSingapore AISregime exempts ShippingEnterprise Incentive(AIS)rules,forcorporationtaxationpurposes.UndertheUKregime,International taxationispa The Shippingentitieswithinthegroup operateundertheUnitedKingdomtonnagetaxationregime andtheSingapore Approved (2008: R353152000)hasbeenutilisedinthecalculationofdeferred taxation. Subsidiary companieshaveestimatedtaxationlossesofR650 803 000 (2008:R543 619 000) ofwhichR500 245 000 ceis credits Deferred taxationonsecondarycompanies a o n t

e c s i a

t o l

s

t t h a e t e

m

e n t s

(44 196)

(188 075) (23 990) (65 049) (11 996) (14 484) (48 295) 16 676 12 848 (2 514) (3 162) (3 913) R000 2009 (17,0) (14,5) 16,5 14,2 28,0 (0,7) 1,3 1,1 4,1 % – – – –

ffor 31 year 2009 ended the December (62 764) (243 030) o Group r

t h e

(162 615) y (17 850) (20 009) (11 928) 11 342 19 269 e (1 077) (3 216) 1 258 1 257 3 303 R000 2008 (24,9) 10,8 28,0 a (0,1) (6,5) (0,5) 0,3 9,7 0,1 2,5 r %

– – e

(40 212) (48 024) n d e d

3 1 (7 376) (2 680)

1 499 R000 2009 (28,0) D 28,0 745 4,0 1,0 – 3,0 e % – – c

1,8

(52 537) (48 814) e Company m b e r ate income

2 id onthe (9 649) 7 376 5 884 R000 2008 (28,0) 0 28,0 (106) 218 1,8 0 % – 9 Grindrod Limited / Annual Report 2009 page 157 6 290 453 640 459 930 453 640 459 930 453 640 459 930 2 157 890 2 157 890 2 157 890 2 321 457 2 321 457 Group (90 892) (90 2008 R000 2 248 782 475,7 469,2 511,7 504,7 (805) (805) 2009 R000 2 158 193,0 189,6 54 436 (69 023) 941 786 452 278 857 318 452 278 857 318 454 436 information shareholder

(1 674) (1 567) 872 763 872

872 763 872 872 763 763 872 452 278 452 36 731 (46 886) 35 060 (46 886) 454 436 454

nancial statements annual fi annual (156) (156) (156) (2 081) (13 881) (2 081) 857 318 192,1 763 188,7 990 872 990

overview commentaries sustainability business IFRS 3 Negative Goodwill Released t on disposal of investments IFRS 3 Profi earnings and Equipment Vehicles Terminals, IAS 16 Loss on Disposal of Property, Headline Exchange Rates on Disposal of Business in Foreign of Changes IAS 21 The Effect for: Headline earnings reconciliation: Adjusted Earnings shareholders attributable to ordinary and Equipment Vehicles Terminals, IAS 16 Impairment of Ships, Property, IAS 16 Impairment of Goodwill IAS 16 Impairment of Intangible Assets IFRS 3 Negative Goodwill Released t on Disposal of Investments IFRS 3 Profi and Equipment Vehicles Terminals, IAS 16 Loss on Disposal of Property, Exchange Rates on Disposal of Business in Foreign of Changes IAS 21 The Effect Headline earnings 93 772 35 912 93 772 1 386 35 912 Gross R000 2008 1 631 Net R000 2 157 890 62 660 (43 179) 12 987 (216) 62 660 (43 179) 12 987 (216) 163 322 2 321 457

29 PER SHARE EARNINGS Basic earnings reconciliation: Limited shareholders t attributable to Grindrod Profi dividends Less preference shareholders t attributable to ordinary Profi for the year in issue on the weighted average number of shares (000’s) earnings Basic earnings is based on of per share and and is based on earnings Diluted earnings per share of in issue for the year on the diluted weighted average number of shares (000’s) 4 and and Reconciliation of weighted average number of shares in issue Basic average number of shares option scheme that will be issued for no value in terms of share Shares (000’s) Diluted Headline earnings is based on headline earnings of per share in issue for the year on the weighted average number of shares Diluted (000’s) for: Headline earnings reconciliation: Adjusted Earnings shareholders attributable to ordinary and Equipment Vehicles Terminals, IAS 16 Impairment of Ships, Property, IAS 38 Impairment of Goodwill of Charters IAS 38 (Reversal)/impairment of Intangible Asset in respect Gross R000 2009 Net R000 in issue Diluted average number of shares Earnings per share Basic (cents) and and Diluted headline earnings is based on headline earnings of per share in issue for the year on the weighted average number of shares Headline earnings per share Basic (000’s) (cents) and and 158 page Grindrod Limited / Annual Report 2009 xrie uigteya Exercisable attheendofyear Outstandingattheendofyear Exercised duringtheyear Outstandingatthebeginningofyear Optionsare forfeitediftheemployeeleavesgroup before theoptionsvest. –afurtherfi fth oftheoptionsvestaftersevenyears. –afurtherfi fth oftheoptionsvestaftersixyears;and –afurtherfi fth oftheoptionsvestafterfi ve years; –afurtherfi fth oftheoptionsvestafterfouryears; –afi fth oftheoptionsgrantedvestafterthree years; Equity-settledshare optionplan 30.1 30 SHARE-BASED PAYMENTS ffinancial statements NNotes to the xetddvdn il () 3,38 10,00 (%) 7 7,47 7,52 7,41 6 (%) 5 (%) (%) (years) (%) (years) 39,45 34,82 (years) 43,64 1253 1253 (%) (%) (%) (cents) (cents) Cash-settled share-based payments 30.2 Forfeiture rateperannumcompound Expecteddividendyield seven-yearexpectedoptionlifetime six-yearexpectedoptionlifetime fi ve-year expectedoptionlifetime Risk-free ratebasedonzero-couponbondyield government vestingperiodseven vestingperiodsfi ve andsix vestingperiodsthree andfour Expectedoptionlifetime seven-yearexpectedoptionlifetime six-yearexpectedoptionlifetime fi ve-year expectedoptionlifetime Expectedrolling volatility Weighted averageexercise price Weighted averageshare price i n a o n t options expire tenyearsaftergrant. Options are exercisable atapriceequaltotheaveragequotedmarketofcompany’s shares onthedateofgrant.All from theoptiondateasfollows: The companyhasashare optionschemefor certainemployeesofthegroup. Theoptionsvestoveratotalperiodofsevenyears This modelhasbeenmodifi ed totakeintoaccountearlyexercise opportunitiesandexpectedemployeeexercise behaviour. The fairvalueswere calculatedusingastochasticmodelbasedonthestandard binomialoptionspricingmodel. The group recorded totalexpensesofR6108000(2008:R12438 000). to theemployeeatdateofexercise. Thegroup hasrecorded liabilitiesofR6108000(2008:nil). The group issuestocertainemployeesshare appreciation rights (SARs)thatrequire thegroup topaytheintrinsicvalueof have beendisclosedonnote25. The group recognised expensesrelated totheseequity-settled share-based paymenttransactionsduringthe year, detailsofwhic affects andexercise ofemployeeturnover behaviour. of thecompany’s share. Theexpectedlifeusedinthemodelhasbeenadjusted,basedonmanagement’s bestestimate,forthe Expected volatilitywasdeterminedbycalculatinganannualisedstandard deviationofthecontinuouslycompounded ratesofretu The valuationwasperformedbyindependentactuaries.inputsintothemodelwere asfollows: This modelhasbeenmodifi ed totakeintoaccountearlyexercise opportunitiesandexpectedemployeeexercise behaviour. The fairvalueswere calculatedusingastochasticmodelbasedonthestandard binomialoptionspricingmodel. Details oftheoptionsoutstandingatendyearare disclosedinthedirectors’ report onpage110. The weightedaverageshare priceatthedateofexercise fortheshare optionsexercised duringtheyearwasR1,72(2008:R0,57 e c s i a

t o l

s

t t h a e t e

m e n t s 39000 172 (3 950000) 5 0 891 653 1 350000 5 500000 9 450000 Number average fsae exercise of share options price (cents) Weighted ffor 31 year 2009 ended the December o Group r 2009

t h e 2008

Group y e a r

e 5 0 653 9450000 of average Number share exercise Weighted options price (cents) 35000 57 369 (3520000) 12970000 n d e d 2 050000

3 1

D e c e m b e r

2 0 SAR 0 9 rn h ). Grindrod Limited / Annual Report 2009 page 159

– 3 4 5 9,47 9,50 9,56 9,50 2008 2008 R000 43,64 39,45 34,82 10,00 665 000 665 000 capital and expiry, by the expiry, as follows: Group 1 530 1 306 000 3 245 998 572 655 1 647 309 277 1 026 383 937 39 3 522 998 25

3 4 5 7,78 8,50 9,17 3,73 2009 44,93 51,12 46,70 10,00 24 500 84 781 56 434 43 366 29 560 702 953 2 243 062 1 455 328 2 299 496 information shareholder

1 780 1 nancial statements annual fi annual

260 219 R000 2009 284 719 284 5 000 5 000 – 10 000 465 401 176 678 63 020 5 760 1 000 529 421 – 438 182 overview commentaries sustainability business 1 504 742 708 973 85 781 2 299 496 857 663 635 193 84 781 1 577 637 The valuation was performed by independent actuaries. The inputs into the model were as follows: the model were by independent actuaries. The inputs into The valuation was performed These commitments will be funded by cash resources, cash generated from operations and bank fi nancing facilities. The group has nancing facilities. The group operations and bank fi cash generated from These commitments will be funded by cash resources, carried out a detailed liquidity planning exercise and is confi dent that it has the necessary resources to comfortably meet its dent that it has the necessary resources and is confi carried out a detailed liquidity planning exercise other commitments. to in note 35, is entities referred of the capital commitments (included in above) of its jointly controlled share The group’s Financing guarantees are provided where lending facilities have been approved and all the lending facilities have been approved where provided Financing guarantees are terms and conditions of the loan have been met. withdrawn, prior to facility lending facilities which cannot be unconditionally approved unutilised facilities are Irrevocable Bank. as follows: cant assets are per category of signifi total capital commitments The group’s terminals, vehicles and equipment Property, Investment in businesses 486 324 112 360 61 000 429 599 113 – 1 924 309 1 026 383 – 572 306 61 000 3 522 998

30 (continued) PAYMENTS SHARE-BASED 30.2 payments (continued) Cash-settled share-based

terminals, vehicles and equipment Property, Ships Ships

Share price Share volatility: Expected rolling lifetime expected option three-year (%)

lifetime expected option four-year (%) ve-year expected option lifetime fi (%) Expected option lifetime: vesting periods three (years) vesting periods four (years) ve vesting periods fi (years) government rate based on zero-coupon bond yield: Risk-free expected option lifetime three-year (%) expected option lifetime four-year (%) ve-year expected option lifetime fi (%) Expected dividend yield (%) rate per annum compound Forfeiture (%) 2008 2008 R000 R000 R000 R000 Ships 2009 2010 Thereafter Total 1 376 985 914 023 571 877 2 862 885 Financing guarantees COMMITMENTS 31 CAPITAL Authorised and contracted for Financing Due within one year Due between years one and two Due thereafter Authorised and not contracted for unutilised facilities to be advanced to Bank customers Irrevocable assets Intangible Investment in businesses 2009 2009 R000 R000 R000 R000 Ships 2010 2011 Thereafter Total terminals, vehicles and equipment Property, 160 page Grindrod Limited / Annual Report 2009 e oabcnMtcl NewMozambicanMetical Tanzanian Botswana Shilling Japanese Pula Danish Yen Singapore Krone Swedish Dollar Pound Krona Euro Sterling US Dollar FOREIGNCURRENCYDENOMINATED ITEMS 33 32 CONTINGENT LIABILITIES ffinancial statements NNotes to the i n were: At 31December, exchangeratesusedonconversion terms ofthegroup’s policies. All foreign currency denominateditemsare translatedin The totalcontingentliabilitiesincurred bythe group arisingfrom interests injointventures isR32947000(2008:1030 issues willberesolved, there isariskoffi nancial loss. The group isengagedinalegaldisputewith ashipyard overcancellationofshipnewbuildingorders. Althoughitisanticipate charges. it hascompliedwithallregulations andrequirements, there isariskthatthetaxationauthoritiesmayattempttolevyadditi with regulations. Thegroup’s UK-basedtonnagetaxationcompanieshavebeensubjecttothesereviews. Whilethegroup isconfi d UK tonnagetaxationauthoritiesare intheprocess ofcarryingoutdetailedreviews ofUKtonnagetaxationcompaniestoensure In additionthecompanyhasguaranteedliabilitiesoftwosubsidiariesamountingtoR228000(2008:R550000). hire paymentsare duebythesubsidiariesinvaryingamountsfrom years2010to2015. The companyhasguaranteedcharter-hire paymentsofsubsidiariesamountingtoR1711900000(2008:R3283800000).Thecharte of whichR1569500000(2008:R962073000)hadbeenutilisedatyear-end. The companyhasguaranteedloansandfacilitiesofsubsidiariesjointventures amountingtoR3757200000(2008:98990 a o n t e c s i a

t o l

s

t t h a e t e

m e n t s Year-end Average 17 13,23 11,78 11,79 10,64 rates ,6 0,31 0,01 1,19 0,09 1,54 0,26 5,75 0,01 1,09 1,12 0,08 1,43 8,46 5,29 1,03 7,37 ffor 31 year 2009 ended the December o Group r 2009

t h e

y e a r

e 66 5,79 6,67 0,38 0,01 1,28 0,11 1,79 0,34 0,01 1,21 1,22 0,08 1,62 9,45 1,25 8,27 13,59 12,94 15,15 12,07 n d e d

Year-end Average 3 1

D rates e c e m Group 2008 b e onal taxation 00). d thatthese compliance r

2 0 0 000) 0 ent 9 r- Grindrod Limited / Annual Report 2009 page 161 4. information shareholder nancial statements annual fi annual 3 467 3 783 – 7 250 (2 431) (2 549) – (4 980) 79 404 236 650 194 308 510 362 16 597 14 166 28 131 25 582 – – 728 44 39 748 265 614 705 987 – 971 601 479 644 483 111 593 677 597 460 34 836 34 836 1 108 157 1 115 407 742 893 1 947 810 562 500 3 253 203 1 087 911 2 890 447 756 808 4 735 166 capitalised fi nance lease liabilities in respect of ships, property, terminals, vehicles of ships, property, nance lease liabilities in respect capitalised fi overview commentaries sustainability business The group has the option to extend the ship charters at predetermined rates in respect of certain ships. In addition the group ships. In addition the group of certain in respect rates has the option to extend the ship charters at predetermined The group prices. certain ships at predetermined has the option to acquire The minimum future lease and shipcharters The minimum future payable under non-cancellable operating as are leases and charterparty agreements follows: The minimum future lease and shipcharters lease and shipcharters The minimum future under non-cancellable operating receivable as are agreements leases and charterparty follows: 2009 Included in interest-bearing borrowings are are borrowings Included in interest-bearing as follows: nance institutions, details of which are and equipment in favour of various local fi 2009 set out in the schedule of loan funds on page 17 are rates and assets encumbered dates, interest to redemption Details relating Present value of future minimum lease future value of Present payments

leases Finance 34.2 Liabilities R000 R000 R000 R000 minimum lease payments Future 1 year 2 - 5 years >5 years Group 2008 vehicles and equipment Terminals, Ships Property vehicles and equipment Terminals, interest 870 Future 2 620 2008 750 281 66 198 minimum lease payments Future 2 197 547 interest Future – 155 163 minimum lease payments value of future Present 817 349 927 116 129 544 3 490 2 355 330 3 874 944 41 636 350 905 1 056 660 130 212 43 415 4 229 339 131 751 – (1 779) – 171 848 (1 539) 175 166 – (3 318) 2009 Ships Property 2008 Payables 34.1.2 Ships Property Property 680 487 5 382 811 062 685 869 6 296 817 358 – – 1 491 549 – 11 678 1 503 227 34 SHIPCHARTERS LEASES AND Receivables R000 R000 R000 R000 34.1.1 34.1 Operating leases and shipcharters 1 year 2 - 5 years >5 years Group Ships 162 page Grindrod Limited / Annual Report 2009 R rnrd(t)Lmtd aloeain (%) (%) (%) (%) (%) (%) (%) Railoperations Shipowningandoperating (%) Mineralstrading Mineralsmining (%) Railowning (%) Mineralstrading (%) (%) Shipoperating Seafreight perishablecargoagent Shipowningandoperating RRLGrindrod Locomotives(Pty)Limited (%) RRLGrindrod (Pty)Limited EastCoastMaritime(Pty)Limited OtjozonduMining(Pty)Limited Portoperations Crocodile Chrome (Pty)Limited Mineralstrading Clearingandforwarding PortusIndico–SociedadedeServicosPoruariosSA IMShippingPteLtd Vanguard Rigging(Pty)Limited LCLGrindrod (Pty)Limited* Bargeoperations Tri-View ShippingPteLtd LLC Unicorn-Heidmar Chromtech Holdings(Pty)Limited CaluloShippingServices(Pty)Limited Unicorn Röhlig-Grindrod (Pty)Limited

uhrsdadntcnrce o Authorised andnotcontractedfor Deteefe Duethereafter Debtenyastoadtre Duebetweenyearstwoandthree Debtenyasoeadto Duebetweenyearsoneandtwo Dewti n er Duewithinoneyear uhrsdadcnrce o Authorisedandcontractedfor Nnitrs-ern iblte Non-interest-bearing liabilities oa iblte opie Total liabilities comprise: Interest-bearing liabilities Net assets Cretl aiiis Current liabilities Nncretl aiiis Non-current liabilities Creta st Current assets Nncreta st STATEMENT OFFINANCIAL POSITION Non-current assets e ahiflo/ot w Netcashinfl ow/(outfl ow) ahiflo/ot w nfinnigatvte Cashinfl ow/(outfl ow) infi nancing activities ahot wfo netn ciiis Cashoutfl ow from investingactivities TTMN FCS LW Cashinfl ow from operatingactivities STATEMENT OFCASH FLOW e noeatrtxto Netincomeaftertaxation Taxation JOINTVENTUREINTERESTS 35 e neetrcie/pi) Netinterest received/(paid) prtn noebfr neetadtxto Operatingincomebefore interest andtaxation Revenue INCOME STATEMENT 31 Marchyear-end. # Thisinvestmentwasdisposedofduringthecurrentyear. * (%) Shipowningandoperating Petrochemical ShippingLimited Handyventure (Singapore) PteLtd ffinancial statements NNotes to the i n incorporated inthegroup’s overallcapitalcommitmentdetailedinnote31,are asfollows: The proportionate share ofthecapitalcommitmentsjointventures, whichhavebeen as thecompanyunlessotherwisestated: The group hasjointventure interests inthefollowingcompanies,whichhavesameyear-end assets andliabilitiesasfollows: The proportionate interest inthejointventures hasbeenincorporatedintotheresults, cashfl ow, a o n t e c s i a

t o l

s

t t h a e t e # Sionn (%) Shipowning

m e n t s

rnpr evcs (%) transport services Machine handling,riggingand ffor 31 year 2009 ended the December o r

t h e

y e a r

e

628 337 (9 410) 2663803 n d e d

(478 867) (229 058) (608 692) (284 490) 3 284 719 284 719 284 719 526 843 809 419 290 564 (99 233) 92 691 86 617 16 426 1

7 394 R000 2009 D 378 e – – – – c (22 265) 665 000 799 174 749 146 50,5 50,0 50,0 25,0 50,0 48,5 51,0 50,0 51,0 50,0 50,0 50,0 50,0 50,0 e 50,0 Group m – b e (186 387) (238 061) (415 674) r 246 000 144 000 275 000 665 000 378 919 844 703 214 562 242 970 (26 530) (47 554) (59 559)

80 583 2 (8 774) (6 143) R000 2008 0 0 – – 9 48,5 51,0 50,0 51,0 50,0 50,0 50,0 50,0 50,0 50,0 – – – – – – Grindrod Limited / Annual Report 2009 page 163 – 401 2 412 (2 804) (2 833) 13 811 (620 451) 2 719 984 (2 735 806) Company

R000

2008

(430) – 169 (564) (691) 2009 R000 6 064 (1 163) (550 292) 1 306 924 (1 313 721) information shareholder 92

136 (480) (224) 1 498 8 464 2 865 3 583 (1 374) (3 517) 67 908 14 790 50 247 37 713 65 406 (46 998) (67 908) nancial 203 229 341 374 (513 997) (513 997) (152 534) (207 610) (266 177) (334 085) (154 687) (356 920) (175 139) (607 429)

2 785 075 2 582 747 3 352 986 statements Group annual fi annual 604 004 604

2008 R000

– – – – – – – – 2009 R000 7 018 5 488 (7 307) (7 018) (1 183) (5 030) 22 954 51 514 (17 834) (60 213) (95 104) 240 886 317 626 917 747 (359 095) (359 095) (189 072) (201 707) (208 725) (255 726) (440 499) (539 761) 1 142 522 1 135 724 t before interest interest before t overview commentaries sustainability business Non-cash fi nancial instruments and foreign and foreign nancial instruments Non-cash fi exchange gains Cash fl ow on acquisition of property, terminals, ow on acquisition of property, Cash fl vehicles and equipment Additions – property, terminals, vehicles and Additions – property, equipment Reconciliation of operating profi Reconciliation of operating generated from/ paid and taxation to cash (absorbed by) operations Acquisition of subsidiaries and joint ventures additional acquired During the year the group as subsidiaries and joint ventures in interests follows:

36.3 plant and equipment acquired Property,

paid and taxation interest t before Operating profi 36 CASH FLOW 36 CASH 36.1 terminals, vehicles and equipment property, Ships, 36.4 36.4 assets capital Financial Working liabilities assets held for sale Non-current Long-term interest borrowings Cash and bank Minority taxation Short-term liabilities medical obligation Post-retirement Deferred Taxation and intangible assets Goodwill price purchase Total Less cash and cash equivalents ow on acquisition net of cash acquired fl Cash for: Adjustments Depreciation option expense Share Dividends received Amortisation of intangible assets and dry-docking t on sale of ships and locomotives Profi assets Impairment of held-for-sale Ship option write-up Non-cash provisions/other working capital changes t before Operating profi capital changes Working in inventories Decrease/(increase) in trade and other receivables Increase/(decrease) in trade and other payables (Decrease)/increase by) operations Cash generated from/(absorbed 36.2 Dividends paid Dividends 36.2 Dividends paid by company 164 page Grindrod Limited / Annual Report 2009 cmiain Fair 01September2009 combination carrying value 54,6 amount 01January2009 Acquirees’ before Date 50,0 01January2009 50,5 Netassetsacquired inthetransactionsandgoodwill/intangibleassetsarising,are asfollows: Corrline(Pty)Limited RRLGrindrod Locomotives(Pty)Limited RRLGrindrod (Pty)Limited ACQUISITIONOFSUBSIDIARIESANDJOINTVENTURES 37

Bn vrrfs Bank overdrafts akblne n ah Bankbalancesandcash Interbankcalldeposits eoiswt h ARsreBn DepositswiththeSAReserveBank Cashfl Cashandcashequivalents 36.6 ow onacquisitionnetofcashacquired Lesscashand equivalents Total purchase price Goodwillandintangible assets Loansfrom minorityinterest Cashandbank Deferred taxation Minority Ships,property, terminals,vehiclesandequipment interest Working Investments capital R000 36.5 CASHFLOW(continued) 36 20092008 oa 1 3 12635 12635 (7018) (5488) 7307 (7018) (5488) 7307 17834 17834 189072 Goodwillandintangibleassetsarisingonacquisition(refer tonote4fordetails) Total Long-termliabilities Cashandbank Working capital Property, plantandequipment 201 707 ffinancial statements NNotes to the i n The cashconsiderationforthesebusinessestotalledR17519000andtheincremental profi t recognised wasR3562000. During theyeargroup acquired thefollowingadditionalinterests: The goodwillarisingontheacquisitionofthesebusinessesisattributable totheanticipatedprofi tability ofthesebusinesse Net assetsacquired Company a o n t ast edfrsl assetsheldforsale Bank andcashbalancesincludedinnon-current position amounts: fl ow comprisethefollowingstatementoffi nancial Cash andcashequivalentsincludedinthe subsidiaries andjointventures asfollows: During theyeargroup disposedofitsinterests in Disposal ofsubsidiariesandjointventures e c acquired incorporation s i a

t o l

s

R000 R000 t t h a e t e

m e n t s 1 669282 1 504627 1 922327 (253 045) 380 161 (16 146) 32 907 12 152 14 451 26 146 (2 299) (1 912) 4 632 2 318 1 375 2 299 248 123 ffor 31 year 2009 ended the December (427 981) 1975106 1867430 – 508 410 27 247 2403087 o Group r

t h e

y e a r

– – – – – – – – – – – e Percentage of acquisition/ n d e d

3 1

2 057 2 057 2 057 D 482 482 482 e c 804 804 804 – – – e Company m b s. e r

2 0 0 9 Grindrod Limited / Annual Report 2009 page 165 are considered considered are l and operating information shareholder 668 nancial statements annual fi annual 9 931 uence Amounts uence 1 347 837 142 169 460 1 958 278 67 240 2 235 1 36 975 3 564 2 758 574 374 2 6 2 305 305 41 872 14 135 4 580 overview commentaries sustainability business During each year the group, in the ordinary course of business, enters into various transactions with related parties. Parties parties. related business, enters into various transactions with course of in the ordinary During each year the group, nancia party in making fi uence over the other cant infl signifi exercise or to control if one party has the ability to be related parties. third or less favourable than those arranged with no more under terms that are occurred decisions. These transactions 38 TRANSACTIONS PARTY RELATED Infl Group 2009 R000 R000 R000 R000 Goods and services sold to: Ocean Africa Container Lines (Pty) Limited (Pty) Limited Röhlig-Grindrod Spinnaker Shipping & Logistics (Pty) Limited Erundu Stevedoring (Pty) Limited Rigging (Pty) Limited Vanguard Corrline (Pty) Limited East Coast Maritime (Pty) Limited from: Goods and services purchased holders Maputo Port Development Company sh Investments (Pty) Limited Catfi by/(to) Joint in the group due Associates ventures party related (Pty) Limited LCL Grindrod Ocean Africa Container Lines (Pty) Limited East Coast Maritime (Pty) Limited (Pty) Limited Röhlig-Grindrod Shipping Limited Petrochemical Nicolle Shipping (Pty) Limited 2008 Goods and services sold to: CMA CGM Shipping Agencies South Africa (Pty) Limited Unicorn Calulo Bunker Services (Pty) Limited (Pty) Limited LCL Grindrod Ocean Africa Container Lines (Pty) Limited IM Shipping Pte Ltd Shipping Pte Ltd Tri-View Shipping Limited Petrochemical (Pty) Limited Röhlig-Grindrod Portus Indico - Sociedade de Servicos Poruarios SA Spinnaker Shipping & Logistics (Pty) Limited Rigging (Pty) Limited Vanguard from: Goods and services purchased 187 Maputo Port Development Company sh Investments (Pty) Limited Catfi Nicolle Shipping (Pty) Limited 4 929 23 93 632 4 681 10 768 278 1 457 387 3 577 91 060 91 231 3 047 593 144 19 13 575 2 346 63 051 910 8 786 10 244 181 229 166 page Grindrod Limited / Annual Report 2009 3 0 914 (914 (20502) (29144) 72 19114 476643 2735805 93670 25874 (9803) (1008 929) 181360 (365) (4744) 210808 6398 2666 Theprincipalshareholders ofthecompanyare detailedintheshare analysisschedule. Detailsofdirectors’ interests (14232) inthecompanyanddirectors’ emolumentsare setoutinthedirectors’ report. Shareholders 809 7107 1519891 66640 Detailsofinvestmentsinsubsidiariesare setoutinnote5andthescheduleofinterest insubsidiariesonpage175. Directors 27763 8773 468 Detailsofinterests injointventures are setoutinnotes6and35. Subsidiaries 19696 Joint 64919 ventures 1029789 dueby/(to) ShippingOperations(Pty)Limited Unicorn ShippingHoldingsLimited Unicorn feesandother Shipping(Pty)Limited IslandView Grindrod ShippingLimited revenue Grindrod ManagementServices(Pty)Limited Grindrod Freight Investments(Pty)Limited Grindrod FinancialHoldingsLimited Dividends Grindrod (SouthAfrica)(Pty)Limited Amounts Company Guarantee Subsidiaries Other 2008 GrincorShippingHoldingsLimited received Shipping(Pty)Limited Unicorn expenses ShippingHoldingsLimited Unicorn received related paid Grindrod Trading Holdings(Pty)Limited party Grindrod ShippingSouthAfrica(Pty)Limited Grindrod ShippingLimited Grindrod ManagementServices(Pty)Limited Grindrod Freight Investments(Pty)Limited Grindrod FinancialHoldingsLimited Swallow Grindrod Freight Services(Pty)Limited Subsidiaries R000 2009 RELATED PARTY TRANSACTIONS(continued) 38 Enterprises Incorporated ffinancial statements NNotes to the i n R78 893000(2008:R3035000). Details ofmaterialinvestmentsinassociatesare setoutinnote7.Dividendsreceived from associatecompaniesamountedto Associates a o n t e c s i a

t o l

s

t t h a e t e

m e n t s 1 2 933 (566 248808 (25696) 19383 1 313721 3 9 (50559) 26004 812325 1965 235 896 811 168 395 165 099 310 31 (4) 311 73 180 28 378 6 449 (422863) (4429) 3468 ffor 31 year 2009 ended the December o r

t h e

y 324 (127 (7707) (21267) 13 244 e a r

e n d e d

3 1

D e c e m b e (113 325) r

2 4 844 0 21 72 0 9 Grindrod Limited / Annual Report 2009 page 167

ial s of erest erest easury s: roup’s cash roup’s d’s fl exibility fl d’s activities and information shareholder nancial statements annual fi annual overview commentaries sustainability business authority are required to be submitted to the board. required authority are The fi nancial director together with the divisional executives are responsible for the ultimate approval of day-to-day treasury of day-to-day approval for the ultimate responsible are together with the divisional executives nancial director The fi bunker fuel, iron ore and chrome. ore bunker fuel, iron for It is responsible the total risk management process. year and reviews management committee meets eight times a The treasury nanc fi The committee membership consists of the group management policies. and maintaining the treasury implementing, reviewing function the following the committee reviews In addition to the risk management process and the divisional treasurers. director matters. on treasury reporting prior to submission. approval board and strategies that require proposals related all treasury The executive committee reviews performed by the tr review matters. A formal treasury authority for all treasury is the highest approval of directors The board limit as determined by the group’s matters Material changes to the policies and urgent treasury department is tabled quarterly. The group’s overall strategy with regard to liquidity and fi nancial risk is guided by the corporate objective to maximise the g nancial risk is guided by the corporate objective to liquidity and fi overall strategy with regard The group’s manner. earningsvolatility in a cost effective actively manage its risk and reduce ow, fl covenants, which limit the boar and avoid restrictive rates for borrowings ner aim to negotiate fi treasury Divisional and group int income and minimise banks, maximise interest the company’s transaction charges from also aims to minimise to act. The group cient cash management practices. effi cost through yellow maize, corn, are soya bean meal, wheat, division. Main risk exposures is managed by the Trading Commodity price exposure liquidity and funding requirements; – forecast exchange cover levels based on the exchange rate views; – foreign – performance of market risk management; director and cover levels; and rate exposure – interest Financial positions. on divisional treasury – reporting Treasury function Treasury function incorporates the following main sections: The treasury exchange management; – foreign – cash management; – funding and liquidity management; risk management; – counterparty and credit management; and rate exposure – interest management. – bank relationship management committee Treasury committee Executive of directors Board 39 AND POLICIES OBJECTIVES RISK MANAGEMENT INSTRUMENTS FINANCIAL nancial instruments are: fi is exposed through The principal risks to which the group currency; – foreign – commodity; – shipping market; rate; – interest – credit; – counterparty; – liquidity; and – solvency. 168 page Grindrod Limited / Annual Report 2009 1%(08 5% (2008:–50%) –15% +15%(2008:+50%) 39.2 Netexposure Commodity risk Atyear-end thesensitivityofnetopenexposure ontheoperatingprofi t isasfollows: Sensitivity analysis Bn aacs Bank balances rd n te aals Trade andotherpayables Trade andotherreceivables Loans Theuncovered foreign currency denominatedbalancesat31Decemberwere asfollows: Foreign currency balances – hpoto euiydpst Shipoptionsecuritydeposit – Ntepsr Netexposure Atyear-end thesensitivityofnetopen exposure onoperatingprofi t isasfollows: Sensitivity analysis –10% +10% Thegroup issubjecttoeconomicexposure, transactionexposure andtranslationexposure. – Foreign currency risk 39.1 FINANCIALINSTRUMENTSRISKMANAGEMENTOBJECTIVESANDPOLICIES(continued) 39 ffinancial statements NNotes to the i n a o n t institutions. valued withreference toforward exchangeratesfrom theyear-end tosettlementdate,asprovided byindependentfi nancial Monetary itemsare convertedtoRandsattherateofexchangerulingfi nancial reporting date.Derivativeinstrumentsar Rand fundedelementofcapitalcommitments. The group’s policyistocoveralltradecommitmentsthatare nothedgedbyaforeign currency revenue stream andtocoverthe hedge againsttheunderlyingassets. In termsofgroup policy, foreign loanliabilitiesare notcovered usingforward exchangecontractsastheseare covered byan divisions andthegroup treasury managementcommittee. Transaction andtranslationexposures are identifi ed astheyoccurandare reported bythevariousentitiestorespective t supported bynormaltradefl ows, permitted. currency commitmentsarisingfrom tradeand/orforeign currency fi nance. Undernocircumstances are speculativepositions,not early aspossibleandthattheidentifi edexposures are activelymanagedtoreduce risk.Allexposures are torefl ectunderlyin The objectiveoftheforeign exchangeexposure managementpolicyistoensure thatallforeign exchangeexposures are identifi e exchange contracts. In instanceswhere thecommoditypricesare tradedinforeign currency, theforeign exchangeexposure iscovered byforward economically hedgedthrough thecombinationofholdinginventory, forward salescontractsandforward purchase contracts. The group usescommodityfutures andoptionstomanageexposure tocommoditypriceriskwhere thepositions are notnaturally e reporting currency. Translation exposure isnothedged. Translation exposure relates tothegroup’s innon-Randcurrencies investmentsandearnings whichare translatedintheRand forward contracts. means offormalexternal declaration datetopaymentdate).Commercial transactionsshallonlybeentered incurrencies thatare readily convertibleby (from invoicedatetocashpaymentorreceipt), capitalexpenditure (from approval dateuntilcashpayment)anddividends(from time, suchaspaymentsforforeign currency longandshort-termloan liabilities,purchases andsalesofgoodsservices Transaction exposure consistsofalltransactionsentered into whichwillresult inafl ow ofcashinforeign currency atafut quarterly basisatthetimeofeachbudgetrevision. invoices andorders. Economicexposure isinitiallyidentifi ed atthetimeofbudgetpreparation andisprogressively reviewed Economic exposure consistsofplannednet foreign currency tradeingoodsandservicesnotyetmanifestedtheformofactual c s i a

t o l

s

t t h a e t e

m e n t s (63 011) US$000 R000 2 8) (202571) (27 484) 101 228993 31 071 (4 780) 9 236 2009 –

ffor 31 year 2009 ended the December

o r

t h e

(464 395) y (35 228) 68 059 e a r

– e n Group d e d

3 US$000 R000 (68 019) 1 8) (109428) (11 581) (37 459) 68 019 17 379 10 910 1 (1 774) (6 008)

3 597 1 774 R000 R000 2009 2008 2009 D e c 2008 R000

2008 R000

(93 623) 56 729 120 522 (56 729) e Group Group m b e (353 988) r 164 236 103 100 (56 772)

33 996 2 g foreign reasury 0 atural 0 on a d as ure 9 e

Grindrod Limited / Annual Report 2009 page 169 g rt for nt base Group 346 891 746 336 591 346 677 42 896 – 1 963 564 404 50 (50 126) (50 2008 R000 2008 R000 – 2009 2009 R000 R000 5 113 299 372 801 316 192 060 (197 749) 2 246 462 information shareholder 1 140 661 nancial statements annual fi annual nancial institution) 24,2 19,2 10,5 9,1 9,1 139 692 509 935 509 935 (104 416) 405 519 (185 261) – 220 258 (29 279) 190 979 – 1 054 192 033 (192 033) (48 746) (90 946) – – – 1 839 491 – – 49 208 92 000 126 302 2 107 001 (1 469 248) (104 416) (185 261) (29 741) – (318 335) (2 107 001) nancial institution overview commentaries sustainability business Interest rate hedging activities rate hedging Interest Expressed as a percentage as a percentage Expressed of total assets of the nancial institution (%) fi 26,7 25,9 12,6 11,4 11,6 Expressed as a percentage as a percentage Expressed of total assets of the nancial institution (%) fi Full details of the interest rate profi le of long-term borrowings are set out in the schedule of loan funds on page 174. set out in the schedule are le of long-term borrowings rate profi Full details of the interest oating rate obligations at xed and fl comprising both fi borrowings of all non-current rates in respect The range of interest rates are 10,00% (2008: 12,75% and 13,50%); and foreign between 7,60% and 31 December 2009 is: local rates are non-current 15,00%). At 31 December 2009 and 2008, all of the group’s between 1,23% and 4,78% (2008: 2,28% and Rate – based on LIBOR (London interbank Offered are Floating rates of interest oating rates of interest. at fl were borrowings Fixed rates of interest – for SA borrowings). Rate and on JIBAR (Johannesburg Interbank Agreed for US Dollar borrowings) rates on certain loans. x interest to fi taken in order rate swaps are based on contract rates. Interest are The group monitors its exposure to fl uctuating interest rates and generally enters into contracts that are linked to market enters into contracts that are rates and generally uctuating interest to fl monitors its exposure The group rate as interest makes use of derivative instruments, such The group of the asset or liability. to the currency rates relative time to time. from exposure, swaps to manage this rate changes and the size and maturity of interest rates. The amount at risk is a function of the magnitude and direction mismatch position. of the structure There is a risk that fl uctuating interest rates will unfavourably affect Grindrod Bank’s earnings and the value of its assets, Bank’s Grindrod rates will unfavourably affect uctuating interest that fl is a risk There times, or against differe at different liabilities and capital. The risk is due to assets and liabilities maturing or repricing The group is exposed to the fl uctuations in market conditions in the shipping industry. Management continually assesses shippin Management in the shipping industry. uctuations in market conditions is exposed to the fl The group markets, using their experience and detailed research. Risks are managed by fi xing tonnage on longer-term charters, contracts longer-term xing tonnage on managed by fi Risks are and detailed research. markets, using their experience in the sustainability repo Refer to the risk management policies agreements. freight and entering into forward of affreightment further details. Interest rate repricing gap R000 R000 R000 R000 R000 R000 R000 repricing rate Interest 2009 Assets <3 months <6 months <1 year >3 months <5 years >6 months >5 years >1 year sensitive Total Non-rate Equity and liabilities 39 AND POLICIES (continued) OBJECTIVES RISK MANAGEMENT INSTRUMENTS FINANCIAL 39.3 Shipping market risk analysis Sensitivity t is as follows: on the operating profi rates oating interest of fl the sensitivity of the net open exposure At year-end LIBOR Loans linked to SA money market Loans linked to linked to LIBOR Short-term borrowings market linked to SA money Short-term borrowings rate xed interest Loans with a fi Net exposure +500 basis points (2008: +10%) –500 basis points (2008: –10%) 39.4 rate risk Interest 39.4.1 (excluding fi rate risk of the group Interest is summarised as follows: the group le of rate profi The interest

rate risk of the fi Interest 39.4.2 2008 Assets Equity and liabilities rate hedging activities Interest le Repricing profi le profi Cumulative repricing 133 307 (1 285 991) 502 937 (15 994) – 486 942 (242 224) 502 937 1 655 622 237 472 (7 245) (28 346) (15 994) 214 866 (47 964) (249 469) 219 146 – (78 098) (22 607) – (308 549) 4 280 – (1 881 104) – (219 147) 53 703 82 378 – – 89 401 1 881 104 Repricing profi le profi Repricing le profi Cumulative repricing 170 page Grindrod Limited / Annual Report 2009 rd etr 5 4 3 7 5 6 1 1 1 3 2215509 Total 5839 R000 Numberof – debtors R000 Group costs – Numberof debtors Monitoring Loansandadvances R000 1414910 517 exposure Trading debtors Numberof 7634 (7427) 658867 R000 5271 (3438) 3589 Freight Services debtors Numberof 141732 (1664) Granting 1703 R000 51 credit (2325) debtors 2342 Shipping CREDITRISKMANAGEMENT Numberof Total Trade Trade debtors debtors <1year <6months 2008 <3months Trade debtors 2%interest ratedecrease 2%interest rateincrease 2%interest ratedecrease 39.5 2%interest rateincrease Credit Interest incomesensitivity risk 2008 2009 39.4.2 Interest rateriskofthefi Interest raterisk(continued) 39.4 >3 FINANCIALINSTRUMENTSRISKMANAGEMENTOBJECTIVESANDPOLICIES(continued) 39 ffinancial statements months NNotes to the >6 months i n a o n t reports are usedtomonitor credit risk:overdue report, ageanalysisandlatepaymenthistory. The group monitorsexposures onanongoingbasisutilisingthevariousreporting toolsandfl agging potentialrisks.Thefollow associated exposures, sectoralexposure andanyirregular orproblem loans. The credit committeeisresponsible forensuringthatcredit approval processes are stringentandformonitoringlargeexposure approved. and evaluatingthebusinessacumenofclient.Oncethisreview hasbeenperformed,theappliedcredit limitisreviewed and The group assessesthecreditworthiness ofpotentialandexistingcustomersbyobtainingtradereferences, credit references by debtors. provided againstasdoubtfuldebts.CertaindivisionshaveobtainedCredit GuaranteeInsuranceCovertomanagetheriskofdefa audit.Allknownrisksarecompliance withthesepoliciesisdonebyinternal required tobefullydisclosedandaccountedfor Compliance withthesepoliciesandprocedures are theresponsibility ofthedivisionalandotherfi nancial managers.Monitoring The group aimstominimiselosscausedbydefaultofitscustomersthrough specifi c group-wide policiesandprocedures. to tradeandotherdebtorsissummarisedasfollows: maturity andsecurity. Theseprocedures helptoensure thecredit qualityofthegroup’s fi nancial assets.Thespread ofriski risk andreward relationship andcontrolling andminimisingcredit risksacross avarietyofdimensions,suchasquality, conce fi nancial institutionsofhighqualitycredit standing.Credit riskmanagementappliedbythegroup involvesprudentlymanaging debtors andotherreceivables. Thegroup limitsitsexposure inrelation tocashbalancesbyonlydealingwithwellestablished fi nancial andcontractualobligations.Potentialareas ofcredit riskconsistofcashandequivalents,bankadvances,trad Credit riskrefers totheriskoffi nancial lossresulting from failure ofacounterpartytoanasset,foranyreason, tofully e 2009 c s i a

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m nancial institution(continued) 5 1736 929 5831 47 16575 8 6 5 2384850 9853 3368 82 1675785 457 598381 9219 107316 95 e n t s ffor 31 year 2009 ended the December o r

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Grindrod Limited / Annual Report 2009 page 171

. g in ies ed. ty of here here cy in diture diture meet . to limit board. board. 2008 R000 3 217 or being quarter a 50 151 77 706 26 266 e the cash 138 553 189 864 179 752 106 266 579 854 al and group al and group 1 049 761 3 567 442 2 403 087 29 562 29 7 208 994 283 1 724 11 423 83 515 60 590 30 746 11 363 27 080 104 092 131 503 1 483 314 3 029 889 1 917 695 information shareholder Group 2009 R000 6 618 505 nancial statements annual fi annual overview commentaries sustainability business the future. its deposit base and the high quality of the advances book. The Bank intends to continue to adopt a conservative liquidity poli its deposit base and the high quality of the advances book. The Bank intends to continue to Grindrod Bank has a prudent liquidity management policy and the asset and liability committee is responsible for monitoring the for monitoring has a prudent liquidity management policy and the asset and liability committee is responsible Bank Grindrod stability of funding, surplus cash or near cash assets, anticipated cash outfl ows, exposure to large depositors and exposure to to large depositors and exposure ows, exposure stability of funding, surplus cash or near cash assets, anticipated cash outfl against lending book when compared connected parties. The Bank is exposed to a maturity mismatch due to the duration of the the stabili well served by its prudent liquidity management policy, date the Bank has been the duration of the funding book. To Carrying amount of fi nancial assets past due or impaired and whose terms have and whose nancial assets past due or impaired Carrying amount of fi been renegotiated The risk that a counterparty to a transaction fails to perform in terms of the contract resulting in a potential cost to replac to perform in terms of the contract resulting The risk that a counterparty to a transaction fails established for counterpart and formal limits are cautious when selecting counterparties to transactions is extremely The group fl ows or the risk that a counterparty fails to honour an undertaking for payment or delivery in terms of unsettled transactions ows or the risk that a counterparty fl to assess or hedge transactions. maintain facilities are ows and ensuring that adequate borrowing cash fl manages liquidity risk by monitoring forecast The group Contingency funding capacity nancial covenants and margining requirements. of fi imposed as a result the potential restrictions The directors may from time to time at their discretion raise or borrow monies for the purpose of the group as they deem fi t. T as they deem fi monies for the purpose of the group raise or borrow to time at their discretion time may from The directors limits in the articles of association of the company or its subsidiaries. no borrowing are short-term net cash position group’s to optimise the local banks in order in place with three Daily cash management systems are and operating expen capital expenditure including operational and divisional liquidity forecasts The divisions maintain rolling and assess the adequacy of existin funding requirements so as to identify future updated regularly are budgets. These forecasts period. ve-year arise over the next fi highlights any potential liquidity gaps that may This exercise with a number of existing and maintains relationships access to additional funding and hedging facilities, Grindrod ensure To carefully considered Negotiations of facilities are required. additional facilities where potential funding banks and procures the form of committed but undrawn on-demand facilities is maintained. its maturing deposits or ned as the risk of a bank not being able to repay liquidity risk may be defi In the banking environment costs Liquidity risk in a bank includes the risk of incurring excessively high interest its obligations under a loan agreement. to meet its obligations. at a loss in order to sell assets forced and committed funding facilities. Different scenarios are built into the rolling forecasts in order to stress test the division test to stress in order forecasts built into the rolling scenarios are and committed funding facilities. Different level on a quarterly basis. Each at a board consolidated and reviewed are liquidity forecasts liquidity positions. The rolling to the nancial position and reported statement of fi on the forecast ve-year balance sheet liquidity gap analysis is performed fi

39 OBJECTIVES AND POLICIES (continued) INSTRUMENTS RISK MANAGEMENT FINANCIAL 39.5 risk (continued) Credit (continued) Monitoring exposure

during the year nancial assets impaired of fi Carrying amount is: to the group risk exposure Maximum credit Other investments Loans and advances allowance for doubtful debts before and other receivables Trade securities Liquid assets and short-term negotiable Cash and cash equivalents past due but have not been impaired: assets which are nancial Analysis of the ageing of fi Current 30 days 60 days 90 days 120+ days Total 39.6 Counterparty risk Counterparty 39.6 of loans and advances. Refer to note 11 for analysis of ageing 39.7 Liquidity risk Liquidity 39.7

172 page Grindrod Limited / Annual Report 2009 iaca iblte – 615 395 10110 1556843 3955 3955 1546733 – – – – 35596 6155 247931 Non- – 29441 14365 247931 1254996 – 14365 Total 1546733 4976721 199556 – 1254996 >1year 22442 – 300863 contractual – >5years >6months 153445 TheholdingcompanyhasguaranteedafacilityofR240milliontotheBankasadditionalliquidity. – >3months <5years – 216067 39.8 <1year – Deposits Solvency 558674 Financialliabilities 2245 2740569 risk <6months 29441 76097 <3months 22442 98508 86300 247931 3949996 – 2008 84038 5585 14365 – Deposits 1254996 Non- 3390 1818 2009 Financial Liabilities liabilities Bankliquidityanalysis 203343 183320 17010 58342 Total Deposits Financialliabilities 2474647 >1year Trade andotherpayables contractual >5years >6months Provisions >3months <5years <1year Liabilities <6months <3months Trade andotherpayables Deposits Financial liabilities 2009 Provisions Thecontractualmaturitiesofthegroup’s (includingtheBank’s) fi nancial liabilitiesare asfollows: Group liquidityanalysis Liquidityrisk(continued) 39.7 FINANCIALINSTRUMENTSRISKMANAGEMENTOBJECTIVESANDPOLICIES(continued) 39 ffinancial statements NNotes to the i n a o n t avne – 780 1120 189000 capital asandwhenisrequired tosupportassetgrowth andtoensure thataprudentriskassetratio is maintained. – The capitaladequacyriskassetratiooftheBankat31December2009was14,20%(2008:16,50%).willraiseadditional depositors havingtoabsorbtheselossesandlosingconfi dence intheBankand/orbankingsector. Capital adequacyrefers totheriskthatabankwillnothaveadequatecapitalandreserve fundstoabsorblosses,resulting in 151200 – Liabilities 37800 – – advance Income received in 2008 advance Income received in Liabilities e c s 1 1 1636 5 5 7 0 947 1 2 4420889 117921 9437 78604 358256 146356 3710315 i a

t 372 586 411 109 – 114758 – – 31089 54111 15826 13732 o l

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3 0 1446 4 5 2 4 – 1811322 – 1756126 – – – 29741 29741 240457 185261 104416 104416 1 436708 1 436708 1756126 2281558 – – – – 29741 446 196256 46108 93420 34300 1 436709 2 200704 m 910 1 6 8 1 2 947 150526 – 9437 17328 61781 2810 59 170 e – 117 921 117 921 – 55 196 – 55 196 n t s ffor 31 year 2009 ended the December o r

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Grindrod Limited / Annual Report 2009 page 173

ed ed nts ale. – the bt to 2008 R000 (103 100) (138 553) (100 955) (324 846) 1 963 564 1 507 046 6 775 011 (2 403 087) (1 049 761) Group (5) – – 4 2009 R000 258 898 (238 589) (104 092) 2 246 462 1 756 126 5 836 126 (1 917 695) (1 483 314) information shareholder nancial statements annual fi annual overview commentaries sustainability business from 2008. from cash equivale disclosed in note 17, cash and includes the borrowings consists of debt, which of the group The capital structure and accumulat reserves capital, share and preference comprising ordinary to equity holders of Grindrod, and equity attributable the statement of changes in equity. t as disclosed in profi the cost of capital and considers the group of the review on a quarterly basis. As part the capital structure reviews The group of net de determined as the proportion has a target gearing ratio of 75% class of capital. The group risks associated with each equity. ed as held for s classifi less cash and cash equivalents and assets of borrowings, nes net debt as being comprised defi The group was: The gearing ratio at year-end the return to stakeholders through the optimisation of the debt to equity balance. The group’s overall strategy remains unchang overall strategy remains group’s optimisation of the debt to equity balance. The the through the return to stakeholders The group manages its capital to ensure that entities in the group will be able to continue as a going concern while maximising in the group that entities manages its capital to ensure The group

ratio Gearing 39 AND POLICIES (continued) OBJECTIVES RISK MANAGEMENT FINANCIAL INSTRUMENTS 39.9 Capital risk management

Debt Debt bank customers Deposits from the Bank) Cash and cash equivalents (excluding nancial assets Other cash equivalents included in fi Recoverables on cancelled ships Loans and advances to bank customers Liquid assets and short-term negotiable securities for sale ed as held assets classifi Net non-current Net debt/(cash) Net Equity (including minority interest) Net debt to equity ratio (%) 174 page Grindrod Limited / Annual Report 2009 Sis – 10,50 Equipment,plantandvehicles 9,25 Landandbuildings 9,60 Ships 05/2010 long-termloansare asfollows: 09/2014 01/2019 Net bookvaluesofassetsencumbered tosecure 08/2014 SECURITY NET LONG-TERMBORROWINGS Amount repayable withinoneyear Other unsecured foreign currency loans AGGREGATE SECUREDLOANS secured byplantandequipment Other capitalisedfi nance leasesandloans Loans secured byguarantee Repayablemonthly Repayablemonthly Repayablemonthly Rpybemnhy 121 9,80 10,50 8,46 8,50 11/2013 8,00 06/2029 various 8,40 10/2013 10,25 11/2013 03/2010 08/2013 01/2009 Repayablemonthly 8,75 Repayablemonthly 8,75 2,28 Repayablemonthly 2,28 Repayablemonthly 4,78 12/2017 Repayablemonthly 2,28 11/2014 02/2013 Repayablemonthly 2,28 04/2015 Repayablemonthly 02/2018 Repayablemonthly 08/2015 and equipment 06/2013 Capitalised fi nance leasessecured byvehicles Repayableinquarterlyinstalments Repayableinquarterlyinstalments 12/2009 and terminals Loans secured bymortgagebondoverproperty Financial liabilitiesmeasuredatamortisedcost Local fi 02/2013 Repayablemonthly 2,28 Repayablemonthly 1,31 ofinterest % Repayablemonthly 1,23 Dateof Repayablemonthly 1,23 06/2013 Repayablemonthly 1,91 08/2016 Repayableinquarterlyinstalments 1,91 12/2014 Loans secured byguarantee 06/2014 Repayablemonthly 12/2018 equipment 12/2018 Loans secured bymortgagebondsoverplant and Repayableinquarterlyinstalments Repayableinquarterlyinstalments Repayableinquarterlyinstalments Repayableinquarterlyinstalments Repayableinquarterlyinstalments Repayableinquarterlyinstalments Loans secured bymortgagebondsoverships Financial liabilitiesmeasuredatamortisedcost Foreign currency fi SECURED redemption funds LLoan per Current annum rate o a n nig nancing n

f u n nig nancing n d s R000 US$000 Carrying value ffor 31 year 2009 ended the December o 1 2 1 011827 1992 (179 902) r 1 7 315 679 110 271 585 877 920 787 16000 117 920 982 769 1 3 215 530

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Nature of Nature Share capital Effective holding at original cost Shares Investments to employees payments Share-based Loans to subsidiary Interests in subsidiaries IInterests ts the profi principally affected on business which subsidiaries carrying had the following 2009, the company At 31 December and assets of the group. nancial statements. been included in the consolidated fi date as the company and have year-end They have the same business* INCORPORATED IN SOUTH AFRICA IN INCORPORATED Grindrod Freight Investments (Pty) Limited Freight Grindrod F Grindrod Management Services (Pty) Limited Management Grindrod G Grindrod Travel (Pty) Limited Travel Grindrod F Grindrod Property Leasing (Pty) Limited Property Grindrod F Grincor Shipping Holdings Limited Grincor Shipping Holdings Limited G Unicorn Limited Shipping (Pty) D Grindrod Shipping South Africa (Pty) Limited Shipping South Africa (Pty) Limited Grindrod S

Swallow Enterprises Incorporated G

INCORPORATED IN ISLE OF MAN INCORPORATED Grindrod Shipping Limited Grindrod S

INTEREST IN SUBSIDIARIES (Note 5) T – Trading S – Shipping G – services Group F – services and property Freight D – Dormant B – Bank * of business Nature Voigt Shipping (Pty) Limited Shipping (Pty) Limited Voigt D Seasure Insurance Brokers (Pty) Limited (Pty) Insurance Brokers Seasure D Unilog (Pty) Limited F Unicorn Shipping Holdings Limited S Unicorn Shipping Operations (Pty) Limited S Southern Tankers (Pty) Limited Southern Tankers S Grindrod Financial Holdings Limited Grindrod B Grindrod Trading Holdings (Pty) Limited Trading Grindrod T Grindrod Freight Services (Pty) Limited Services Freight Grindrod F INCORPORATED IN BRITISH VIRGIN ISLANDS INCORPORATED 178 page Grindrod Limited / Annual Report 2009 oordinary shareholders SShare analysis of l uulIvsmn ru 7 1 1,6 1,6 1,9 2,5 2,4 3,7 7475015 7240923 8736325 2,6 4,8 11384421 11045568 6,8 17215150 2,0 11956558 22437 9,1 – 31364826 9179348 0,1 14,2 42099134 – 6,5 113560 5,9 0,5 557781 65660074 13,6 0,1 – 10,4 0,5 14,2 1 0,1 29908429 27312700 0,6 2381324 62933450 Metal andEngineeringIndustries 535194 0,3 19,5 0,3 Old MutualInvestmentGroup 48395507 19,0 65844466 0,7 76 Dimensional FundAdvisors 4 20 7,0 Emerging MarketsManagement 0,7 1,0 2,0 2919986 2,3 0,9 Standard FinancialMarkets Metropolitan 90560688 AssetManagement 49 41 88075149 Foord AssetManagement 1,6 99 Stanlib AssetManagement 2,6 31917774 Alliance Bernstein 95,7 76,1 102 137 9179348 10547650 127 Public InvestmentCorporation TOP 10FUNDMANAGERS 15,2 0,1 – 227 364 Public InvestmentCorporation 443654982 10887 83,0 Grindrod Investments(Pty)Limited(Grindrod family) 3,1 MAJOR SHAREHOLDERS 99,9 2166 7,1 8 2,8 Treasury 1 4,0 Medical aidschemes 384646554 Public companies 14166510 14291 Investment companies 2,4 32892972 Insurance companies 1,3 12902586 Banks 18773358 Endowment funds 10,5 11,6 Other corporations 74,2 Retirement funds 336 Mutual funds 190 Close corporations 1498 Private companies 1665 Nominees andtrusts 10611 Individuals INVESTOR PROFILE Public shareholders – treasury stock – directors Non-public shareholders 100 001shares Over 50 001–100000shares 50000shares 10 001– 10000shares 5000shares 5001– 1– SHAREHOLDER SPREAD h r d a i n r e a

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l d e r s hrhlessaeodr hrsshares shares shareholders shareholders ubro ecnaeo ubro Percentage of Numberof Percentage of Number of 430100433190 100,0 463361980 100,0 14 300 100,0 463381980 100,0 100,0 463381980 14 300 100,0 14 300 5 2 6 32,9 151 820966 22,7 105 032584 294735,0 22 964743 at 31aat 2009 December t

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o c e r - n a h o SHAREHOLDER SPREAD 1 – 5 001 – 5 000 shares 10 000 shares10 001 – 50 000 shares50 001 – 100 000 shares Over 100 001 shares 2 206 161 85 7 5 89,5 6,5 3,5 3 201 662 0,3 1 238 992 0,2 1 650 436 530 729 43,3 778 181 16,7 22,3 7,2 10,5 Non-public shareholders – directors associates– directors Public shareholdersINVESTOR PROFILE IndividualsNominees and trustsPrivate companiesClose corporationsOther corporationsEndowment fundsMutual fundsInvestment companiesBanksInsurance companiesPublic companies 2 2 457Medical aid schemes 5 594 99,7 0,1 101 1 696 7 064 269 0,2 26 14 000 13 24,1 10 321 731 5 68,8 4,1 95,5 1 919 760 10 1,1 2 0,2 3 512 458 0,5 648 529 0,4 1 2 4,3 0,2 249 773 25,9 104 616 4 0,4 47,5 0,1 77 833 22 886 8,8 0,1 444 732 3,3 – 1,4 78 164 0,2 1,1 181 860 0,3 9 046 150 343 6,0 1,1 2,5 0,1 2,0 Share analysis of cumulative,SShare non-redeemable, non-participating shareholders preference nnon-convertible 180 page Grindrod Limited / Annual Report 2009 recorded Number oftransactions – treasury – inissue Number ofshares (000) shares as%oftotalissued Volume ofshares traded traded(000) Number ofshares Market pricepershare (cents) Market capitalisation(R000) traded (R000) Value ofshares Earnings yield % yield Earnings % Dividend yield % PE ratio – lowest – highest – year-end – opening SShare performance * Preferencesharesfi rst issuedin2005. 3 591 04 04 h VALUE OFORDINARY SHARESTRADED(Rm) a r e 05 05 MARKET CAPITALISATION OF ORDINARY SHARES(Rm)

p 3 527 35 7 311 06 06 e 27 r f 3 3 717800 8 238932 5 3 104702 5 551232 o 11 124 riayPreference Ordinary 6 8 7400 7400 463 382 454 203 6 4 1132 361 749 07 07 5431505 95 473 919 – (9 179) 1 8600 9900 9700 1 115 8600 1 870 1 778 1 530 r 8115,3 78,1 10,9 3,4 9,2 m 2009 10,5 110, 7 321 0 08 08 a 5 n c 8 239 09 09 e 4 9 5 3 8 0 9 3 2 5 1 3 8 1 3 0 995310 230706 988417 314132 3527355 193031 7289001 156833 7 144093 2 0 4 0 1135072507305083706011052503591400 582500 6001100 873700 7310500 772500 11123500 645000 7 320700 riayPeeec riayPeeec riayPeeec riayPeeec Ordinary Preference Ordinary Preference Ordinary Preference Ordinary Preference Ordinary 7 7 0 7 5 0 7 8 0 6 2 0 454610 454610 5000 5000 461626 461626 7500 7500 473386 449179 7500 7 500 474956 455509 7500 7400 478 476 450 253 5 5 1 2 7 9 6 5 1 3 2 8 206155 2185 238 429 2818 267150 1 898 329078 1616 358 554 2 2)(0)(947 – 1 4) – – – – – (19447) – (19447) (100) (28 224) 8621315 4 9 0092152 5 8 10973 788 28654 2165 40099 1599 55642 1381 98 692 8 0902701 0 7 1591351 5 800 790 238 11650 11650 10000 1315 1300 790 11599 10300 1570 11650 2578 1300 11000 10300 2740 10959 2342 1560 10900 8600 2 886 10900 1 530 2 300 492, 932, 643, 164, 45,3 43,7 51,6 37,6 56,4 25,3 69,3 21,5 74,9 111, , 4377,3 14,3 8,6 11,3 31,1 4 0 4 0 0 050701 0 240 10000 770 10500 1000 9502 2143 8600 943 , , , 4,4 1,3 4 7 2,6 11,7 3,3 8,9 8,9 3,2 0820 0620 2004* 2005 2006 2007 2008 VOLUME OFORDINARY SHARESTRADED(million) 206 04 04 45 TOTAL ISSUEDORDINARY SHARES(%) 238 05 05 52 VOLUMES TRADED/ 06 06 56 at 31aat 2009 December t

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e c i t 15 months from the date of passing of this special resolution; 15 months from by the company, repurchased in issue, in aggregate, shares an announcement will be published for every 3% of the ordinary with section 5.79 of the Listings Requirements; containing full details of such acquisitions in accordance in aggregate, nancial year may not exceed, in any one fi shares the acquisition of ordinary in terms of this general approval, by is granted and the acquisition of shares capital of that class, at the time that approval issued share 20% of the company’s of the number of issued shares nancial year, one fi in any a subsidiary of the company may not exceed 10% in the aggregate, of the company of that class; by it in terms of this general repurchased the company are issued by shares in determining the price at which ordinary is 10% of the weighted average of the may be repurchased shares at which such ordinary the maximum premium approval, ve trading days on the JSE as determined over the fi traded, respectively, are shares market value at which such ordinary was agreed; the day on which the transaction immediately preceding it still complies with paragraphs if, after such repurchase, of shares the company may only undertake a repurchase and requirements; concerning spread 3.37 to 3.41 of the Listings Requirements shareholder shares or its subsidiary may not repurchase the company unless prior notice is given in terms of the JSE Listings Requirements ned in paragraph 3.67 of the Listings Requirements.” period as defi during a prohibited this general authority shall only be valid until the company’s next annual general meeting, provided that it shall not extend b next annual general meeting, provided this general authority shall only be valid until the company’s o Board ChairmanDirectorAudit committee ChairmanMemberRemuneration/nomination 320 000 135 000 400 000 50 000 170 000 36 000 70 000 50 000 ChairmanMember 45 000 34 875 50 000 40 000 Special resolution on behalf to repurchase authorised, by way of a general approval, hereby of the company be and are “Resolved that the directors of the company, ordinary shares of 0,002 cent each (“ordinary shares”) issued by the company, in terms of sections 85 to 90 of issued by the company, shares”) of 0,002 cent each (“ordinary shares ordinary of the company, South African Companies Act, 1973 (Act 61 of 1973), as amended, and in terms of the Listings Requirements of JSE Limited (“JSE” Requirements South African Companies Act, 1973 (Act 61 of 1973), as amended, and in terms of the Listings being that: In accordance with article 59 of the articles of association Messrs I M Groves, J G Jones, R A Norton, A F Stewart and J G Jones, R A Norton, A F Stewart and Messrs I M Groves, with article 59 of the articles of association In accordance of R A Norton who has no with exception for re-election themselves and being eligible, offer by rotation L R Stuart-Hill retire To receive and adopt the audited fi nancial statements for the year ended 31 December 2009 including the reports of the director the reports for the year ended 31 December 2009 including nancial statements and adopt the audited fi receive To and the auditors. will be moved individual association. Motions for re-election with the articles of accordance in directors retiring re-elect To on pages 7 to provided are of these directors on 19 May 2010. The credentials and will retire himself available for re-election the annual report. candidates retiring of the performance of each of the of the company has conducted an assessment The nomination committee to shareholders. their re-election recommends the board assessment. Accordingly, of that accepted the results and the board by the board appointed as directors D M Zungu who were rm the appointment of Messrs M R Faku, M J Hankinson and S confi To set out on pages 6 and 7 of the annual report. Their details are on 15 December 2009. of directors for the year ended 31 December 2009 as set out on page 69 of the remuneration rm the executive directors' consider and confi To annual report. 7. partner. as the responsible as external year and Mr A G Waller auditors for the ensuing Deloitte and Touche reappoint To 8. audit. of the auditors for the past year’s to determine the remuneration authorise the directors To resolu the following special and ordinary cation t, pass with or without modifi fi As special business, to consider and if deemed 9. • • • • • • • • shall be implemented on the open market of the JSE; shares of ordinary such repurchase any

NOTICE IS HEREBY GIVEN THAT THE FORTY-THIRD ANNUAL GENERAL MEETING OF MEMBERS OF GRINDROD LIMITED OF GRINDROD OF MEMBERS GENERAL MEETING ANNUAL THE FORTY-THIRD HEREBY GIVEN THAT NOTICE IS DURBAN AVENUE, HOUSE, 115 MARGARET MNCADI THE BOARDROOM, 1ST FLOOR, QUADRANT WILL BE HELD IN FOLLOWING PURPOSES: 14:00 FOR THE 2010 AT 19 MAY ON WEDNESDAY, 1. Notice of meeting of NNotice 2. 3. 1 January 2010. effective of Ms N T Y Siwendu as a director note the resignation To 4. 5. 6. for the year 1 July 2010 to 30 June 2011, as set out below: directors the fees to the non-executive consider and approve To 182 page Grindrod Limited / Annual Report 2009 Information related toJSEListingsRequirement 11.26canbefoundintheannualreport onthepagereferences below: 11. To transactsuchotherbusinessasmaybetransactedatanannualgeneralmeeting. 10. • • • • Reasonandeffect ofspecialresolution NNotice ofmeeting 12 April2010 Durban Group secretary C ASRobertson By order oftheboard in termsoftheagreements entered intobetweentheshareholder andCSDPorbroker concerned. do notwishtoattendbutberepresented atthemeeting,theyshouldprovide theirCSDPorbroker withtheirvotingins should arrangewiththeirCSDPorbroker forthenecessaryauthoritytoattendannualgeneralmeeting.Shouldtheybeunabl Shareholders whohavedematerialised theirshares inGrindrod suchthattheirholdings are nolongerrecorded intheirownname Street, Johannesburg,2001 (POBox61051,Marshalltown,2107)atleast48hoursbefore thecommencementofmeeting. be forwarded toreach theoffi ce oftheTransfer Secretaries, Computershare InvestorServices(Pty)Limited,Ground Floor, 70M annual generalmeeting,butwishestoberepresented thereat. Aproxy neednotbeamemberofthecompany. Proxy formsshould entitled toappointoneormore proxies toattend,speak and, onapoll,voteinhis/hersteadshouldhe/shebeunabletoatten members, orastheholderofshares indematerialisedformandwhosenameisrefl ected inasub-register maintainedbyaCSDP) A memberregistered assuch(eithertheholderofshares incertifi catedformandwhosenameisrefl ectedintheregister of Proxies repurchase ordinary shares. the meetingandtovotetogetherwithordinary shareholders inrespect ofthespecialresolution relating toageneralauthorit in respect oftheannualgeneralmeetingtobeheldonWednesday, 19May2010,preference shareholders are entitledtoattend Preference shareholders are entitledtoreceive copiesofcorrespondence related toallshareholder meetings.Itistobenoted Preference shareholders Ordinary resolution the detailsofwhichare setout onpage68oftheannualreport. Shareholders are tonotethatthisschemehasbeenclosed andisreplaced withacash-basedshare pricelinkedoptionscheme, authorised toissuetheseshares atsuchtimesandontermsastheymaydetermine." scheme, representing 5500000ordinary shares intotal,continuetobeplacedunderthecontrol ofthedirectors, whoshallbe “Resolved thattheunissuedordinary shares inthecapitalofcompanyreserved forthepurposeofcompany’s share optio repurchases maytakeplacepursuanttothegeneralrepurchase approval, are oftheopinionthat: The directors, afterconsideringthemaximumnumberofshares whichmayberepurchased andtheprice atwhichsuch general meeting,butinanyeventwillnotextendbeyond15monthsfrom thedateofspecialresolution. and thespecialresolution willrenew thatauthority. Theauthoritycontemplatedwillremain ineffect untilthenextsucceedin which wasrenewed byspecialresolution attheannualgeneralmeetingof20May2009willlapsethis The reason forandtheeffect ofthespecialresolution isthatthegeneralapproval forthecompanytoacquire itsownordinar ao hrhles178 160 111 147 108 6 72 Major shareholders Litigation statement Share capitalofthecompany Material change Responsibility statement Directors’ interests insecurities Directors andmanagement o and thegroup fortheperiodof12monthsafterdatenoticeannualgeneralmeeting. the workingcapitalavailabletocompanyandgroup willbeadequateforthepurposesofbusinesscompany 12 monthsafterthedateofnoticeannualgeneralmeeting;and the share capitalandreserves ofthecompanyandgroup willbeadequateforordinary businesspurposesfor aperiodof of 12monthsafterthedatenoticeannualgeneralmeeting; Standards (IFRS),willbeinexcessoftheconsolidatedliabilitiescompanyandgroup aftertherepurchase foraper the consolidatedassetsofcompanyandgroup, fairlyvaluedinaccordanceFinancialReporting withInternational date ofthenoticeannualgeneralmeeting; the companyandgroup willbeabletopayitsdebtsintheordinary courseofbusinessforaperiod12monthsafterthe t i c e

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((continued) Page c o n t i n u e d ) company tructions g annual y shares arshall d the that e, or y to iod is n s

FFormorm ooff pproxyroxy

GRINDROD LIMITED (Incorporated in the Republic of South Africa) (Registration number 1966/009846/06) Share code: GND and GNDP ISIN: ZAE000072328 and ZAE 000071106 (“the company”) (To be used by certifi cated shareholders and dematerialised shareholders with own name registration) For use at the annual general meeting of shareholders of the company to be held in the Boardroom, 1st Floor, Quadrant House, 115 Margaret Mncadi Avenue, Durban on Wednesday, 19 May 2010 at 14:00.

I/We (FULL NAMES IN BLOCK LETTERS) of (ADDRESS) being the registered holder/s of ordinary shares preference shares in the capital of the company hereby appoint:

1. of or failing him/her,

2. of or failing him/her,

3. the chairman of the annual general meeting, 4. as my/our proxy to vote for me/us and on my/our behalf at the annual general meeting of the company to be held in the Boardroom, 1st Floor, Quadrant House, 115 Margaret Mncadi Avenue, Durban at 14:00 on Wednesday, 19 May 2010 and at any adjournment thereof as follows:

RESOLUTION IN FAVOUR OF AGAINST ABSTAIN 1. Approval of annual fi nancial statements 2. Re-election of directors retiring by rotation 2.1 I M Groves 2.2 J G Jones 2.3 A F Stewart 2.4 L R Stuart-Hill 3. Note resignation of N T Y Siwendu 4. Confi rmation of the appointments of M R Faku, M J Hankinson and S D M Zungu 5. Consider and confi rm the executive directors’ remuneration for the year ended 31 December 2009 6. Approve the fees to non-executive directors to 30 June 2011 7. Confi rmation of appointment of auditors and responsible partner 8. Remuneration of the auditors 9. Renewal of authority to repurchase ordinary shares 10. Directors’ authority to issue shares reserved for the share option scheme (Indicate instruction by an “X” in the space provided) Unless otherwise instructed, my proxy may vote as he/she thinks fi t. A member entitled to attend and vote at the abovementioned meeting is entitled to appoint a proxy to attend, speak and vote in his stead. The proxy need not be a member of the company.

Signed this day of 2010

Signature/s

REGISTERED OFFICE TRANSFER SECRETARIES Quadrant House Computershare Investor Services (Pty) Limited 115 Margaret Mncadi Avenue Ground Floor, 70 Marshall Street Durban, 4001 Johannesburg, 2001 (PO Box 1, Durban, 4000) (PO Box 61051, Marshalltown, 2107) NNotesotes

1. Only shareholders who are recorded in the register of members of the company who have not dematerialised their shares or who hold dematerialised shares in their own name must complete the form of proxy or alternatively attend the meeting. Benefi cial shareholders whose shares are not registered in their own name but in the name of another, e.g. a nominee, must not complete the form of proxy or attend the meeting unless a proxy is issued to them by the registered shareholder. Benefi cial shareholders who are not also registered shareholders should contact the registered shareholder to issue instructions on voting or to obtain a proxy to attend the meeting. 2. A shareholder may insert the name of a proxy or the names of two alternative proxies of the shareholder’s choice in the space/s provided, with or without deleting “the chairman of the annual general meeting”. The person whose name appears fi rst on the form of proxy and who is present at the annual general meeting will be entitled to act as proxy to the exclusion of those whose names follow. 3. Any deletion, alteration or correction to this form of proxy must be initialled by the signatory/ies. 4. Documentary evidence establishing the authority of a person signing this form of proxy in a representative capacity must be attached to this form of proxy unless previously recorded by the company. 5. Forms of proxy must be lodged at, or posted to, the registered offi ce of the Transfer Secretaries, Computershare Investor Services (Pty) Limited, Ground Floor, 70 Marshall Street, Johannesburg, 2001 (PO Box 61051, Marshalltown, 2107) to be received by not later than 14:30 on Monday, 17 May 2010. 6. The completion and lodging of this form of proxy will not preclude the shareholder from attending the annual general meeting and speaking and voting in person thereat to the exclusion of any proxy appointed in terms hereof should such shareholder wish to do so. 7. The chairman of the annual general meeting may reject or accept any form of proxy which is completed and/or received other than in accordance with these notes. 8. A form of proxy shall be deemed to include the rights to demand or join in demanding a poll. 9. Shareholders, who have either dematerialised their company shareholdings (such that these holdings are no longer recorded in their own names in the sub-registers maintained by Central Securities Depository Participants (CSDPs), are not company members as defi ned. Such shareholders who wish to attend the company’s annual general meeting should arrange with their CSDPs or brokers for the necessary authority to attend the annual general meeting. Such shareholders who are unable, or do not wish, to attend the annual general meeting, but wish to be represented thereat, should provide their CSDPs or brokers with their voting instructions in suffi cient time to enable the CSDPs or brokers to lodge forms of proxy or appoint a representative for the meeting. business annual fi nancial shareholder overview commentaries sustainability statements information CCorporateorporate iinformationnformation

GRINDROD LIMITED MAIN BANKERS TO THE GROUP Registration number 1966/009846/06 Local ABSA Bank Limited Company secretary First National Bank of Southern Africa Limited C A S Robertson FCIS Investec Bank Limited Mercantile Bank Registered offi ce and business address Nedbank Limited Quadrant House The Standard Bank of South Africa Limited 115 Margaret Mncadi Avenue Durban Foreign 4001 Crédit Agricole Fortis Bank Postal address Royal Bank of Scotland PO Box 1 Société Générale Durban Standard Chartered Bank 4000 Millennium BIM Mozambique Mitsui & Co. Financial Services (Asia) Limited Telephone +27 31 304 1451 Facsimile +27 31 305 2848 E-mail [email protected] ATTORNEYS TO GRINDROD LIMITED Website www.grindrod.co.za Garlicke & Bousfi eld Incorporated Investor relations E-mail [email protected] SPONSORS Grindrod Bank Limited GROUP AUDITORS First Floor, Building 3, North Wing Commerce Square 39 Rivonia Road Deloitte and Touche Sandhurst Sandton 2196 TRANSFER SECRETARIES Postal address Computershare Investor Services (Pty) Limited 70 Marshall Street PO Box 78011 Johannesburg Sandton Grindrod Limited / Annual Report 2001 2146

Postal address Telephone +27 11 459 1860 Facsimile +27 11 459 1872 PO Box 61051 Marshalltown 2107

Telephone +27 11 370 5000 Facsimile +27 11 370 5271/2 2009 page 183 TTermserms aandnd eexpressionsxpressions

BACK HAUL BUNKER(S) Routes which are against the standard fl ow of traffi c, i.e. Fuel, consisting of fuel oil and diesel, burned in the vessel's loading in a port situated in what is usually a discharge area engines. and discharging in a port situated in what is usually a loading area. BUNKER TANKER A small tanker used to refuel ships with bunkers. BALLAST The period of time during which a ship performs a voyage CAPESIZE BULK CARRIER without cargo on board. Drybulk carrier with a capacity of about 130 000 to 200 000 BALTIC DRY INDEX (BDI) dwt which, due to its size, must transit when loaded, the Atlantic to the Pacifi c via Cape Horn or the Cape of Good The BDI is published every London working day by the Baltic Exchange, who collate information for supramax, Hope and is typically used for long voyages in the coal and panamax and capesize vessels to create this lead freight iron ore trades. market indicator. CHARTERER BALTIC HANDYSIZE SPOT INDEX (BHSI) A person, fi rm or company hiring a vessel for the carriage of The BHSI is published every London working day by the goods or other purposes. Baltic Exchange, who have collated information on fi xtures for a number of routes in relation to a standard 28 000 dwt CHARTER-HIRE vessel with 30 metre cranes and maximum 15 years of age. The revenue earned by a vessel pursuant to a bareboat The index is also published on the basis of a time charter charter or a time charter (see “Freight” for voyage charter return and is used to determine the value of the trading revenue). routes and settlement prices for FFAs. CHARTERPARTY BALTIC SUPRAMAX INDEX (BSI) Document containing all the terms and conditions of the The BSI is published every London working day by the Baltic Exchange, who have collated information on fi xtures contract between the owner of a vessel and a charterer for for a number of routes in relation to a standard Tess 52 type the use of a vessel, signed by both parties or their agents, vessel. This vessel is 52 454 dwt, with 4 x 30 metre cranes for the hire of a ship or the space in a ship. and grabs and maximum 10 years of age. This index is also published on the basis of a time charter return and is used to CHEMICAL TANKERS determine the value of trading routes and settlement prices A tanker, usually not larger than 40 000 dwt, designed to for FFAs. carry numerous bulk liquid chemical products, often in stainless steel tanks, in isolated compartments (also termed

2009 BAREBOAT OR BAREBOAT CHARTER “parcels”). Charter for an agreed period of time during which the shipowner provides only the ship while the charterer COMMERCIAL MANAGEMENT provides the crew together with all stores and bunkers and Management of those aspects of shipowning and operation pays all vessel operating costs. that relate to obtaining economic value from the vessel, BARGING which includes ship fi nancing, sale and purchase, chartering or vessel employment, voyage execution, insurance and Transfer of cargo between a ship and the shore using a claims handling, accounting and corporate administration.

Grindrod Limited / Annual Report Grindrod barge.

BEAM CONTAINERSHIP The greatest width of a vessel. Ship designed to carry containerised cargo.

BREAKBULK CONTRACT OF AFFREIGHTMENT (COA) Dry, loose cargo. Is similar to a voyage charter but covers two or more shipments over an agreed period of time (this could be over

page BULK CARRIER a number of months or years) and no particular vessel is

184 Ship designed to carry dry, loose cargoes in bulk. specifi ed. Grindrod Limited / Annual Report 2009 page 185 information shareholder statements annual fi nancial fi annual OFF-HIRE Period during which a vessel is temporarily unable to operate in loss of income resulting under the terms of its charter, under the charter. OPERATOR A person/company who trades in ships and cargo. LINER SHIPPING OPERATIONS to a schedule between Operators who trade ships according ed ports. specifi MAJOR BULK and grain. coal ore, Drybulk cargoes consisting of iron MARPOL The international convention governing marine pollution It is part of IMO. prevention. MINOR BULK and steel iron products, Drybulk cargoes such as forest minerals and fertilisers, agricultural products, products, petcoke, bauxite and alumina, cement, other construction materials and salt. NEWBUILDING A vessel under construction or on order. HANDYSIZE 10 000 to 40 000 dwt which is Drybulk carrier of about with cargo gear such as cranes. This commonly equipped principally minor bulk cargoes and type of vessel carries major bulk cargoes. It is well suited for limited quantities of to ports that may have draft restrictions transporting cargoes gear for loading or discharging not equipped with or are cargoes. MARITIME ORGANISATION INTERNATIONAL (IMO) The international United Nations advisory body on transport by sea. ISM CODE The international management code for the safe operation adopted by the of ships and for pollution prevention International Maritime Organisation. AGREEMENT JOINT SERVICES where of shipowners and/or charterers An organised group exible for the purpose of the fl is a pooling of resources there operation of ships. A pool manager is and commercial service. operation of the joint for the commercial responsible overview commentaries sustainability business HANDYMAX Drybulk carriers of about 40 000 to 60 000 dwt which is commonly equipped with cargo gear such as cranes. This type of vessel carries a wide variety of cargoes including major bulk and minor bulk cargoes. Routes which follow the typical fl ow of the transportation of ow of the transportation Routes which follow the typical fl to the main discharging the main loading areas cargoes from areas. FRONT HAUL FREIGHT FORWARD AGREEMENT (FFA) FREIGHT FORWARD A derivative instrument that is a means of hedging exposure of or sale the purchase market risk through to freight positions. Settlement ed time charter rates for forward specifi is in cash, against a daily market index published by the Baltic Exchange. The revenue earnedThe revenue by a vessel pursuant to a voyage charter or a contract of affreightment. The country where the vessel is registered. The country where FREIGHT FLAG STATE DRY-DOCKING the water for inspection, of a vessel from The removal normally of parts that are maintenance and/or repair submerged. Vertical distance between the waterline and the bottom of distance between the waterline and Vertical keel (i.e. the depth of the ship in the water). the vessel’s DRAFT DEMURRAGE amount payable to the shipowner by the charterer An agreed time allowed for loading or unloading cargo when the agreed no fault of the owner. has been exceeded through DEADWEIGHT TONNES (DWT) DEADWEIGHT TONNES of weight the unit of measurement Deadweight tonnes, which is the total weight (usually in capacity of vessels, including cargo, bunkers, can carry, metric tonnes) the ship ed draft. etc. at a specifi crew, spares, stores, water, A ship which has an inner and an outer hull. The distance A ship which has an Such can be up to two metres. between these two the safety during a possible construction increases in this way leakage may be or collision and grounding hull is also used for ballast. avoided. The double DOUBLE HULL DOUBLE 186 page Grindrod Limited / Annual Report 2009 is notutilised. or topaytheequivalentcostevenifcontractedcapacity specifi c capacityofanotherparty’s total availablecapacity A contractualagreement inwhichonepartyagrees toutilise TAKE-OR-PAY AGREEMENT cargoes. variety ofcargoesincludingmajorbulkandminor 60 000dwt,whichisusuallygrabfi tted andcarriesawide Dry bulkcarrierwithinthehandymaxsectorofabout50000to SUPRAMAX market level. Freight ratefor avoyageagreed onthebasisofcurrent SPOT RATE a singlecargoorshort-termtrading. The marketforimmediatecharteringofavessel,usually SPOT MARKET bulk, inmultipletanks. A tankerdesignedtocarryrefi ned petroleum products in PRODUCTS TANKER coal andgrains. exceeding 32,2metres, whichare mainlyusedtotransport Drybulk carrierofabout80000to130dwtwithbeam POST PANAMA such asoil,gasandcoal. petrochemicals whenderivedfrom hydrocarbon sources Chemicals containingcarbon,oftenreferred toas PETROCHEMICALS charter"). chartered foraperiodoftime(see"Time The timechartermarketwhere aship(orspaceonship)is PERIOD MARKET ores, petcokeandsalt. be usedtotransportcertainminorbulkssuchasfertilisers, primarily usedtotransportmajorbulks,althoughtheycan loaded, through thePanamaCanal.Panamaxvesselsare exceeding 32,2metres, whichpermitsittotransit,whenfully Drybulk carrierofabout60000to80dwtwithbeamnot PANAMAX BULKCARRIER oil pollution,cargodamage,crew injuryorlossoflife,etc. shipowner orcharterer againstthird partyliabilitiessuchas Protection andindemnityinsurancecoveragetakenbya P&I TTerms expressions and e r m s

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e x p r e s s i o n s

((continued) c o TIME CHARTER EQUIVALENT (TCE) defect oftheship. at portorduringthevoyageexceptwhere causedbya bears theriskoffi lling thevesselwithcargoandanydelays charterer isresponsible for payingthevoyagecostsand the vesselandpayingoperatingcostswhile is paidonaperdaybasisandresponsible foroperating Charter foranagreed periodoftimewhere theshipowner TIME CHARTER and fi nancial reporting. approval andnewbuildingsupervisionrelated technical management, environment protection, newbuildingplan regulations,all applicableinternational safetyandquality docking, suppliesofstores andspares, compliancewith the provision ofcrew, routine maintenance,repairs, dry- that relate tothephysicaloperationofavessel,including Management ofthoseaspectsshipowningandoperation TECHNICAL MANAGEMENT during thecourseofavoyage. Bunker costs,portchargesandcanalduesortollsincurred VOYAGE COSTS and voyagecosts. and isresponsible forpayingbothvesseloperatingcosts of transportingcargofrom aloadporttodischarge Charter underwhichashipownerispaidfreight onthebasis VOYAGE CHARTER commissions andothermiscellaneousrunningcosts. stores and lubricatingoils,vesselrepairs andsurveys, These consistofcrew expenses,insurance,spare parts, VESSEL OPERATING COSTS container ship. used todeterminethecontainercarryingcapacityofa The standard lengthofacontainerandthemeasurement TWENTY FOOTEQUIVALENT UNIT(TEU) vessel orvessels. A generictermreferring toanykindofocean-goingcargo TONNAGE expressed asadailyrateoverthedurationofvoyage. Freight and charter-hire lessvoyagecostsincurred n t i n u e d ) TANKERS

Small products tanker Cargoes shipped: petrol/diesel/bulk liquids

Chemical tanker Cargoes shipped: industrial chemicals/bulk liquids

Mid-range products tanker Cargoes shipped: petrol/diesel/vegetable oils

DRYBULK CARRIERS

Handysize bulk carrier Cargoes shipped: mining/agricultural/general bulk products

Panamax bulk carrier Cargoes shipped: grain/steel

Capesize bulk carrier Cargoes shipped: iron ore/coal