Anti-Fraud Policy

1. Purpose

The purpose of this rule is to protect Grindrod Logistics against any kind of fraud resulting in reputational and financial impact. This rule also defines what fraud is, the related expectations from employees, Grindrod Logistics’ commitment to preventing fraud, how to report a fraud suspicion, and provides general guidelines on the subject.

2. Definition

Fraud is defined as an act of deliberate deception, intentional misrepresentation of the truth, or concealment of a material fact by an Employee or any external party, with the intent to gain direct or indirect personal advantages (financial or non-financial). Such actions result in prejudice, loss, damage, and/or adverse reputational impact to the detriment of Grindrod Logistics or its business partners.

Fraud can generally be categorised as follows:

• Asset Misappropriation: e.g. theft, embezzlement.

• Conflict of Interest: e.g. kickbacks, illegal gratuities, economic extortion.

• Fraudulent Statements: e.g. financial or non‑financial misrepresentations.

Fraud is a crime. Employees and/or external parties that commit fraud will be criminally and civilly liable for their actions. Companies may also be held liable for an Employee’s fraudulent conduct if they benefit from it – in such cases, directors may be personally liable.

3. Instructions to All Employees

3.1. Examples of Potential Fraud in the Workplace

Below are examples of potential fraud schemes – this list is non‑exhaustive:

Processing Outgoing Payments to Vendors

• Payments or claims for fictitious goods or services.

• Payments or claims for a higher level of service or more goods than were performed or received.

• Duplicate payments.

Concluding Vendor Contracts

• Favouring a supplier without cause.

• Receiving kickbacks for favouring one supplier over another.

• Manipulating specifications to exclude suppliers from the bidding process.

• Manipulation of contract prices after the award of a contract.

Claiming Travel-Related Expenditure

• Personal expenditures presented as business expenses.

• Unnecessary travel or travel for private purposes only.

• Excessive expenditures.

• Falsified receipts.

Processing Cash Receipts and Disbursements

• Receiving cash without a receipt or failing to declare it.

• Fabricating documentation to hide cash.

• Use of falsified or fabricated vouchers.

Processing Payroll

• Ghost employees.

• Overstatement of hours worked.

Receipt of Goods and Services

• Ordering items not needed to benefit a supplier.

• Recording a lower number of items than received and misappropriating these items.

• Accepting products and services which do not meet the agreed quality level to benefit a supplier.

Holding Stocks and Assets

• Misuse, theft, or fraud involving materials and/or assets.

• Use of company assets for personal reasons (e.g. personal computer, fax, telephone, mobile phone, company car when not permitted by contract or local policy).

Operations

• Manipulation of dates in equipment management systems to reduce demurrage and detention (D&D) charges towards customers.

Equipment Maintenance and Repair

• Kickbacks from service providers for approving falsified equipment repair estimates and/or accepting repair of inferior quality.

• Falsified orders or goods not received to benefit a supplier.

Finance

• Fraud committed by abuse of conflicting access rights.

• Misapplication of customer payments.

• Fraudulent customer refunds.

• Deliberate financial misreporting.

Customer Service

• Theft of blank Bill of Ladings (B/Ls).

• Fraudulent release of B/Ls to unauthorised parties.

• Manipulation of pricing.

• Fraudulent waivers, credit notes, and write-offs.

Sales, Trade and Marketing

• Kickbacks or bribes from customers in return for preferential commercial terms.

• Fraudulent reduction of an approved rate before a container is gated in.

• Abuse of a sales contract by a customer using another customer’s favourable rates by providing kickbacks to sales.

• Granting of favourable or preferential contractual rates to a non‑affiliated customer in return for kickbacks.

3.2. Organisation Commitment

Grindrod Logistics applies a zero‑tolerance approach to fraud and takes all forms of fraud very seriously. All Employees must:

• Refrain from engaging (either actively or passively) in any fraudulent activity.

• Act in the best interest of the company by taking all reasonable measures to prevent, detect, and correct fraudulent behaviour.

• Report any reasonable fraud suspicion as outlined in this document.

• Follow the company’s anti‑fraud guidance and training.

Grindrod Logistics will investigate any reasonable fraud suspicion regardless of the associated financial impact and take appropriate measures against any individuals complicit in fraud.

3.3. Reporting a Fraud Suspicion

3.3.1. What and When to Report?

Every Employee is obliged to report any suspicion that fraud has been or will be perpetrated – either by an Employee or an external party, whether individually or in collusion with third parties (e.g. vendors, customers). It is important that all such cases are reported as soon as possible via the Grindrod Logistics whistle-blower system.

3.3.2. How to Report?

Employees can report fraud suspicions:

• Via the Grindrod Logistics whistle-blower site.

• Through the Legal & Compliance Department.

For fraud-related matters, the following categories may be used when reporting:

• Theft or misuse of company resources (e.g. theft of stock, cash, funds, etc.).

• Abuse or fraud involving company benefits (e.g. misuse of company assets for personal gain, travel allowances, credit cards, etc.).

• Conflict of interest (e.g. an Employee colluding with a vendor or having an interest in a company that does business with Grindrod Logistics).

• Falsification or improper modification of company records and financial statement fraud (e.g. manipulation of operational and financial results and documentation).

3.3.3. E-Learning Program

All Employees must successfully complete the Anti‑Fraud e‑learning programme. If an Employee does not have access to a computer or cannot understand the language of the recorded programme, management must ensure that an alternative form of fraud awareness training is provided (for example, local in‑person sessions in the local language or other awareness methods).

4. Specific Instructions and Responsibilities

4.1. Legal & Compliance and Finance

• The Legal & Compliance Department together with the Head of Finance is responsible for all fraud investigations.

• They must regularly report on fraud investigations to management and the Grindrod Logistics Board of Directors.

4.2. Global Anti‑Fraud Oversight

• Global Anti‑Fraud Maersk is responsible for drafting and maintaining fraud investigation guidance and all supporting procedures.

• They oversee key fraud case investigations and advise on appropriate disciplinary actions on proven fraud cases in line with Grindrod Logistics’ zero‑tolerance approach.

4.3. Business Management

• Business management for each Grindrod Logistics area is responsible for making funds, people, records, and information available as required for investigations.