Grindrod : Forfeitable share plan

GRINDROD LIMITED

(Registration No 1966/009846/06)

FORFEITABLE SHARE PLAN

TABLE OF CONTENTS

1.	INTRODUCTION	1
2.	INTERPRETATION	1
3.	THE FSP	11
4.	OPERATION OF THE FSP	11
5.	FSP LIMITS	14
6.	MAKING AND SETTLEMENT OF AWARDS	15

7. OWNERSHIP IN RESPECT OF FORFEITABLE SHARES AND PARTICIPANT'S RIGHTS

	BEFORE THE VESTING DATE	20
8.	VESTING OF AWARDS	21
9.	TERMINATION OF EMPLOYMENT AND DEATH14.1(h)	22
10.	CHANGE OF CONTROL14.1(g)	25
11.	VARIATION IN SHARE CAPITAL14.3(b), (c), (d) and (e)	26
12.	FORFEITURE AND LAPSE OF AWARDS	30
13.	FURTHER CONDITIONS	31
14.	DISCLOSURE IN ANNUAL FINANCIAL STATEMENTS14.8	33
15.	AMENDMENTS AND TERMINATION14.2	34
16.	DOMICILIUM AND NOTICES	35
17.	DISPUTES	38
18.	GOVERNING LAW	39

Page 1

1. INTRODUCTION

1. The purpose of the FSP is to provide selected Employees of the Employer Companies with the opportunity of receiving Shares in the Company.
2. The FSP will be used as a retention mechanism or as a tool to attract prospective Employees. The FSP will provide Participants with the opportunity to share in the success of the Company and provide alignment between these Participants and shareholders. 14.1(a)

2. INTERPRETATION

2.1 In these Rules, unless inconsistent with the context, the following words and expressions shall have the following meanings:

2.1.1	"Act"	the Companies Act 71 of 2008	as
		amended and any re-enactment or
		replacement thereof;
2.1.2	"Allocated"	for purposes of setting the FSP limits
		referred to in Rule 5, shall mean one
		Share allocated per Forfeitable Share
		Awarded;
2.1.3	"Auditors"	the auditors of the Company from time
		to time;
2.1.4	"Award"	an award of a specified number of
		Forfeitable Shares to an Employee	in

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		terms of Rule 4.6 on the basis that the
		Forfeitable Shares may be forfeited in
		the circumstances set out in the Award
		Letter and these Rules, and "Awarded"
		shall bear a similar meaning;
2.1.5	"Award Date"	the date, specified in the Award Letter,
		on which an Award is made to an
		Employee and the Employee will be
		deemed to have automatically accepted
		the Award on this date, unless otherwise
		specified in the Rules;
2.1.6	"Award Letter"	a letter containing	the	information
		specified in Rule 6.2 sent by the
		Company or its nominee, and on the
		recommendation of	the	Employer
		Company, to an Employee informing the
		Employee of the making of an Award to
		him;
2.1.7	"Business Day"	any day on which the JSE is open for
		the transaction of business;
2.1.8	"Capitalisation Issue"	the issue of shares on capitalisation of
		the Company's profits and/or reserves
		including the Company's share premium

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		account and capital redemption reserve
		fund;
2.1.9	"Change of Control"	where a person (or persons acting
		together in concert), who did not have
		Control of the Company through a
		transaction, or series of transactions,
		acquires Control of the Company;
2.1.10	"Change of Control Date"	the date on which the Change of Control
		of the Company becomes effective;
2.1.11	"Company"	Grindrod Limited (Registration Number
		1966/009846/06);
2.1.12	"Control"	means:
		a) the holding of shares or the

aggregate of holdings of shares or other securities in the Company entitling the holder thereof to exercise, or cause to be exercised, more than the prescribed percentage from time to time, as defined in the Act and the regulations thereto, of the voting rights at shareholders meetings of the Company irrespective of whether such holding or holdings confers de facto control; or

					Page 4
		b) the holding or control by a shareholder
		or member alone or pursuant to an
		agreement with other shareholders or
		members of more than 50% of the voting
		rights in the Company; or
		(c) is entitled, directly or indirectly, to
		appoint a majority of Directors of the
		board of Directors of the Company, or to
		appoint or remove Directors having a
		majority of the votes exercisable at
		meetings of the board of Directors of the
		Company;
2.1.13	"Country Schedule"	a schedule to these Rules to be adopted
		as directed by the RemCom, governing
		participation in the FSP by Participants
		employed by the Group in jurisdictions
		other than South Africa. Such Country
		Schedule shall form part of the Rules;
2.1.14	"Date of Termination of Employment"	the	date	upon which a
		Participant is no longer permanently
		employed by, or ceases to hold salaried
		office in, any Employer Company;
		provided	that,	where	a Participant's

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employment is terminated without notice or on terms in lieu of notice, the Date of Termination of Employment shall be deemed to occur on the date on which the termination takes effect, and where such employment is terminated with notice, the Date of Termination of Employment shall be deemed to occur upon the date on which that notice expires;

2.1.15	"Directors"	the directors of the Company from time
		to time;
2.1.16	"Employee"	any person holding permanent salaried
		employment or office with any Employer
		Company,	including	any	executive
		director, but excluding any non-
		executive director of the Group;14.1(a),
2.1.17	"Employer Company"	a company in the Group which	employs
		a Participant and which will	have an
		obligation	to Settle	Shares	to such
		Participant,	unless otherwise	provided
		for;

					Page 6
2.1.18	"Escrow Agent"	the person or entity appointed by the
		Company from time to time to hold
		Forfeitable Shares on behalf of
		Participants;
2.1.19	"Financial Year"	the financial	year of	the	Company
		currently running from 1 January to 31
		December of each year;
2.1.20	"Forfeitable Shares"	the Shares comprised in the Award
		registered in the name of the Participant
		and held for his benefit in dematerialised
		form in terms of Rule 7, the Vesting of
		which is subject to the fulfilment of the
		Vesting Condition as specified in the
		Award Letter;
2.1.21	"FSP"	the Grindrod Limited Forfeitable Share
		Plan constituted by these Rules;
2.1.22	"Group"	the Company and its Subsidiary/ies from
		time to time;
2.1.23	"JSE"	the exchange operated	by	the JSE
		Limited	(registration		number
		2005/022939/06), a public company duly
		registered and incorporated with limited
		liability in accordance with the company

		Page 7
		laws of South Africa, licensed as an
		exchange under the Securities Services
		Act, No. 36 of 2004, as amended and any
		re-enactment or replacement thereof;
2.1.24	"JSE Listings Requirements"	the Listings Requirements as amended
		from time to time by the JSE, whether by
		way of practice note or otherwise;
2.1.25	"Liquidation Date"	the date on which any successful
		application for the final or provisional
		liquidation of the Company is lodged at
		the relevant court;
2.1.26	"Majority of Operations"	all or the greater part of the assets or
		undertaking of the Company;
2.1.27	"Participant"	an Employee who has accepted or is
		deemed to have accepted an Award
		made to him in terms of the FSP and
		includes the executor of such Employee's
		deceased estate where appropriate;
2.1.28	"Prohibited Period"	a prohibited period, including a closed
		period, as defined in the JSE Listings

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		Requirements applicable	to	the
		Company from time to time;
2.1.29	"Recharge Policy"	a policy or agreement in force from time
		to time between the Company and an
		Employer Company	regulating	the
		funding of the Settlement;
2.1.30	"RemCom"	the remuneration	and	nomination
		committee of the board of Directors, the
		members of which do not hold any
		executive office within the Group,
		charged with the administration of all or
		part of the FSP and, in the absence of
		such a RemCom, non-executive directors
		serving on the board of Directors;
2.1.31	"Retirement"	in relation to a Participant, the normal
		retirement age as determined by the
		Company, or with the approval of the
		Directors, prior to the normal retirement
		age;
2.1.32	"Rights Issue"	the offer of any securities of the
		Company to all ordinary shareholders of