Anti-Corruption Policy

1. Introduction, Purpose and Definitions

Grindrod Logistics is committed to complying with Anti-Corruption laws. This Commit Rule sets out the measures that Grindrod Logistics follows to identify, mitigate and manage its corruption risks in the jurisdictions in which it operates. It contains the actions and procedures required by Employees and anyone acting on behalf of Grindrod Logistics to ensure compliance with relevant Anti-Corruption laws and international Anti-Corruption best practices. This Rule forms part of the Anti-Corruption Compliance Programme in Grindrod Logistics.

Anti-Corruption is generally understood as actions to prevent bribery and corruption. The jurisdictions in which Grindrod Logistics is active have laws or are bound by treaties prohibiting bribery and corruption. Anti-Corruption laws prohibit both direct and indirect payments, as well as offers and promises to pay or give anything of value for a corrupt purpose to obtain or retain a business advantage.

Bribery and corruption are not permitted nor tolerated in any way, manner or form.

Definitions

• Anything of “value”:
  Includes but is not limited to cash or cash equivalents, payment by other means, accommodation, travel, tickets to events, gifts, offer of employment or internship, scholarship or donation.

• Books and Records:
  All business records such as invoices, receipts and similar accounting documentation, financial statements, contracts, correspondence, memoranda, tapes, discs, papers, books and any other documents.

• Employee:
  All Grindrod Logistics employees (i.e. officers, employees whether fixed term, permanent or probationary, trainees, seconded staff, volunteers and interns) be they seafarers, office or non-office employed regardless of geographical location.

• Entertainment:
  Includes providing travel, accommodation, visiting a club, a concert or sporting event. It may refer to an event, performance or activity designed to entertain others beyond a reasonable business meal.

• Facilitation payment:
  A low-value payment (in cash or in kind) to a low-level government official, usually to expedite or ensure the performance of a routine administrative action that the company or person is entitled to anyhow (for example, obtaining police protection or processing governmental papers).

• Government officials:
  Covers politicians, officers, employees and others employed in any governmental body, department, agency or instrumentality, in companies owned or partially owned by a government (so-called state-owned enterprises), or in international governmental organisations (such as the United Nations).

• Government or state owned entity:
  A business enterprise where the government or state has significant control through full, majority, significant minority or controlling ownership. This can also include royalty or global organisations like the United Nations.

• Third Party:
  Any entity or individual not employed by Grindrod Logistics that provides or receives goods/services or engages in business activities on behalf of Grindrod Logistics. This includes agents, brokers, consultants, customers, suppliers, intermediaries, representatives, subcontractors, vendors, advisers and other persons or companies acting on behalf of Grindrod Logistics.

2. Instructions for all Employees

2.1. Expectations and Responsibilities of Employees

• All Employees must ensure that Grindrod Logistics and anyone acting on its behalf comply with Anti-Corruption laws, this Rule, and related standards and procedures.

• Employees are required to seek advice from the Grindrod Logistics Legal & Compliance team if they have any questions or concerns pertaining to corruption.

• No Employee may engage in or allow conduct that violates Anti-Corruption laws, standards or procedures.

• The Legal & Compliance team is responsible for overseeing, implementing and operating the Grindrod Logistics Anti-Corruption Compliance Framework. This includes providing standards, procedures, training and continued advice.

• Managers are accountable for their own actions and those of their staff and any appointed representatives. Each manager must ensure that their reports comply with Anti-Corruption standards and procedures.

2.2. The Rule

2.2.1. Grindrod Logistics Compliance Framework

The Guideline on the Anti-Corruption Compliance Framework has been designed to address the various corruption risks facing Grindrod Logistics. It must be implemented to protect Grindrod Logistics and to prevent corruption.

Prohibition of Bribery:
Grindrod Logistics prohibits accepting, offering, promising, giving, or authorising anyone to give anything of value to anyone for corrupt purposes in order to obtain or retain business for Grindrod Logistics – whether on behalf of Grindrod Logistics or in a personal capacity. A corrupt purpose is one intended to improperly influence any act (or failure to act), any decision in violation of an individual’s lawful duty, or to induce another improperly to use his or her influence to affect any act, decision or to secure an improper business advantage.

Anything of value includes, but is not limited to:

• Cash or cash equivalents such as vouchers (to external parties)

• Gifts

• Entertainment, meals and travel

• Political, charitable donations or sponsorships

• Business, employment or investment opportunities

• Discounts or credits

• Assistance to or support of family members

Grindrod Logistics does not permit or excuse any type of bribe intended to win or influence the award of a customer’s business, licence or permit, or to obtain an improper advantage in the conduct of its business and operations – even where the offer is not accepted or where payment is made but no advantage is gained, or if it is “the way business is done here.”

2.2.2. Offering/Receiving Gifts, Entertainment, Meals and Travel

a. General

• Cash or cash equivalents (e.g. gift cards, prepaid cards, vouchers for music or meals) from external parties are prohibited (excluding employee benefits as per HR Policies and Procedures).

• Per diems to or from external parties are not allowed, even if it is part of the external party’s policy. External parties may pay per diems for their employees, but these must not be reimbursed by Grindrod Logistics.

• Business meals and hospitality are acceptable if reasonable in value and if the cumulative value provided to or received from an individual is not excessive in any one year. Reasonable business meals do not require Compliance approval.

• Third Parties are not permitted to give or receive any gifts, entertainment or other amenities on behalf of Grindrod Logistics.

b. Gifts, Travel and Entertainment (Non-Government Officials)

• Business-related gifts and entertainment provided in connection with marketing, relationship building, or showing appreciation to individuals employed by private commercial entities are permissible if not done for a corrupt purpose.

• Any gift or entertainment (e.g. accommodation, transportation, leisure activities) provided or received must not create the appearance of impropriety; it must be business related and not given or received in consideration or expectation of any action by either party.

• Prior approval from the Grindrod Logistics Legal & Compliance team is required as detailed in section 2.2.3.c.

c. Gifts, Travel and Entertainment (Government Officials)

• Grindrod Logistics shall not pay for expenses, or provide gifts, travel, entertainment or any other hospitality to any Government official or their close relatives for personal benefit, except as permitted by law or after receiving prior approval from the Legal & Compliance team.

• If the value is over ZAR 350 per person (or if local laws have lower thresholds, the lower threshold applies), then approval is required.

Required Compliance Approval for Gifts, Entertainment and Meals:

• For Non-Government:

  • If the value is less than ZAR 500, no approval is required.

• For Government:

  • For values over ZAR 350, approval is required from the Regional Head of Compliance or their designee.

  • For amounts between ZAR 500 and ZAR 1000, approval is required from the Local Functional Head / Head of Business Unit.

  • For amounts over ZAR 1000, approval is required from the Legal & Compliance Team.

• All local internal approval processes must be followed.

• For meals, Compliance approval is not required for reasonable business meals.

2.2.3. Interacting with Government

• Interactions with Government officials on behalf of Grindrod Logistics must occur only if necessary and for legitimate business purposes.

• Employees must keep a record of meetings (apart from day-to-day interactions) detailing the date, place, agenda, names of attendants, and outcomes/actions.

2.2.4. Donations, Charitable Contributions, Sponsorship or Community Investments

• Prior approval is required from the CEO, Head of Finance, Legal & Compliance Team, and any relevant governing approval authority for financial donations or other monetary donations to political parties or candidates.

• Similarly, prior approval is required for any charitable contributions, sponsorships, or community investments linked to a Government official or public authority.

2.2.5. Hiring of Government Officials or Close Family Members

• The hiring manager must not offer employment, directorship, or an internship to someone employed or recently employed by a Government or Government-owned entity – or to a close family member of such a person – without written approval from the CEO, Head of HR, Legal & Compliance Team, and any applicable governing approval authority.

• This approval is also required when engaging a Government official as a consultant or adviser.

2.2.6. Mergers and Acquisitions, Joint Ventures and Other Equity Changes

• Integrity screening and due diligence must be conducted on targets or potential partners prior to any merger, acquisition, equity transfer or joint venture formation.

• After such transactions, the Grindrod Logistics Legal & Compliance team, together with the relevant management team, will ensure that the new operation implements this Rule.

2.2.7. Joint Ventures

• Grindrod Logistics may be held liable for corrupt activities of its joint ventures.

• Majority‑owned or controlled joint ventures must follow this Rule.

• For non‑controlled joint ventures, the Grindrod Logistics board representative is responsible for promoting similar Anti‑Corruption standards and procedures. Future non‑controlled joint ventures should include the adoption of this or a similar Rule in their shareholders’ agreement or other constitutional documents.

2.2.8. Petty Cash Payments

• Cash and petty cash payments – particularly to Government officials – should be avoided to prevent the appearance of improper business conduct.

• Before making any cash payment, all efforts should be made to determine whether the payment is reasonable or if it can be avoided by alternative means.

• A receipt must be requested for all cash payments. If the reason for payment is not evident from the receipt, it should be manually recorded; if no receipt is available, the reason should be noted in the expense claim form or similar accounting records.

2.2.9. Facilitation Payments and Life-Threatening Situations

• Facilitation payments, regardless of value, are strictly prohibited. If a Facilitation payment becomes unavoidable, it must be reported to the Legal & Compliance team immediately.

• A narrow exception exists for imminent threats of physical harm or health and safety; in such cases, a payment may be made but must be reported immediately and recorded accurately.

2.2.10. Written Agreements

• Engagement of any Third Party by Grindrod Logistics requires a prior written agreement that includes the Grindrod Logistics Standard Compliance Clause with an Anti-Corruption clause.

• Any material deviations require approval from the Grindrod Logistics Legal & Compliance team.

2.2.11. Books and Records

• Employees must not make any false or misleading statements in Grindrod Logistics’ Books and Records.

• All transactions must be correctly approved, coded to the appropriate expense description, and recorded in accordance with Grindrod Logistics’ accounting rules and guidance.

2.2.12. Third Parties

• Grindrod Logistics cannot, through Third Parties, do what it is not permitted to do itself.

• When engaging Third Parties, an integrity screening must be performed on those who interact with Government officials or procure business on our behalf. Red flags must be addressed and mitigation measures implemented as required.

• Compliance approval is necessary before engaging any such Third Party.

• At a minimum, the Third Party should be reputable and compatible with Grindrod Logistics’ Governance, Policies and Procedures, Code of Conduct, and applicable approval authority levels.

2.2.13. Compliance Declaration

• Regularly, a selected group of Employees will be required to sign a “Compliance declaration” confirming their adherence to this Rule.

2.2.14. Indemnification

• Individuals who violate Anti-Corruption laws may face criminal prosecution, including prison sentences, monetary fines, or other governmental actions.

• Grindrod Logistics cannot indemnify its Employees against liability under these laws. This applies even to former Employees in respect of past conduct while employed.

2.2.15. Interaction with Regulators and Authorities

• All contact with regulators and authorities (e.g. police) regarding bribery or corruption inquiries or investigations must be conducted in conjunction with the Grindrod Logistics Legal & Compliance team.

• The Legal & Compliance team must be notified of any corruption investigations (internal or external) or visits/raids by regulatory authorities.

2.2.16. Reporting Obligation and Disciplinary Actions

• Grindrod Logistics will not tolerate any dishonest or unlawful conduct by any Employee, directly or via a Third Party.

• Violations of this Rule may result in disciplinary action.

• No Employee will face penalties or adverse consequences for refusing to pay bribes—even if such refusal might result in the loss of business for Grindrod Logistics or its subsidiaries.

• Any violation or suspected violation of global Anti-Corruption laws or this Rule must be reported immediately to:

  • Your manager; or

  • Any member of the Grindrod Logistics Legal & Compliance team; or

  • The Grindrod Logistics Whistleblower System; or

  • Any member of the Grindrod Logistics Executive Committee.

• Failure to report a violation is itself a violation of this Rule.

• Retaliation or adverse consequences against anyone who reports a complaint or Compliance case in good faith will not be tolerated.

3. Instructions for Specific Functions, Departments, Geographies and Brands

In addition to this Rule, specific instructions for functions, departments, geographies and brands are set out in the governing approval authority levels applicable within the business.