Grindrod Shipping SC TOT Third party tender offer statement | GRIN 28 Oct 22

Exhibit (a)(1)(b)

Letter of Transmittal To Tender Ordinary Shares

Pursuant to the Offer to Purchase for Cash dated October 28, 2022 by

Good Falkirk (MI) Limited,

an indirect wholly-owned subsidiary of Taylor Maritime Investments Limited,

all of the issued ordinary shares, other than shares held by Good Falkirk (MI) Limited and shares held in treasury, in the capital of

GRINDROD SHIPPING HOLDINGS LTD.

$21.00 Per Share

to be paid in conjunction with a Special Dividend from such Company of $5.00 per share

representing aggregate transaction value to Company shareholders of $26.00 per share

The undersigned represents that I (we) have full authority to surrender, free from any claim, charge, pledge, mortgage, encumbrance, lien, option, equity, power of sale, declaration of trust, hypothecation, retention of title, right of pre-emption, right of first refusal, moratorium or other third party right or security interest of any kind or an agreement, arrangement or obligation to create any of the foregoing, the share certificate(s) or book entry or uncertificated shares listed below. You are hereby authorized and instructed to deliver to the Depositary at the address indicated below (unless otherwise instructed in the box below entitled “Special Payment Instructions”) a check representing a cash payment for ordinary shares, no par value per share, of Grindrod Shipping Holdings Ltd. (the “Company”) (collectively, the “Shares”) tendered pursuant to this Letter of Transmittal, at a price of USD $21.00 per Share (the “Offer Price”), payable to the holder thereof in cash, without interest thereon, to be paid in conjunction with a special dividend from the Company of $5.00 per Share (the “Special Dividend”), representing aggregate transaction value to shareholders of $26.00 per Share (the “Transaction Value”), less any required tax withholding, all upon the terms and subject to the conditions set forth in the Offer to Purchase dated as of October 28, 2022 (the “Offer to Purchase”) and this Letter of Transmittal, as they may be amended from time to time (the Offer to Purchase together with this Letter of Transmittal, the “Offer”).

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M. NEW YORK TIME, ON NOVEMBER 28, 2022, UNLESS THE OFFER IS EXTENDED (SUCH DATE AND TIME, AS IT MAY BE EXTENDED, THE “EXPIRATION TIME”) OR EARLIER TERMINATED.

Method of delivery of the certificate(s) is at the option and risk of the owner thereof. See Instruction 2.

Mail or deliver this Letter of Transmittal together with the certificate(s) representing your shares, to:

If delivering by mail:			If delivering by express mail, courier or any other expedited service:

Computershare Trust Company, N.A. c/o Voluntary Corporate Actions, COY: GSH P.O. Box 43011 Providence, RI 02940-3011			Computershare Trust Company, N.A. c/o Voluntary Corporate Actions, COY: GSH 150 Royall Street, Suite V Canton, MA 02021

Pursuant to the Offer of Good Falkirk (MI) Limited (“Offeror”) to purchase all of the Shares other than Shares held by Offeror and Shares held in treasury, the undersigned encloses herewith and surrenders the following certificate(s) representing Shares of the Company or surrenders the following book-entry or uncertificated Shares:

Total Shares

*	Need not be completed by book-entry shareholders or registered shareholders who hold uncertificated shares.

**	Unless otherwise indicated, it will be assumed that all ordinary shares represented by certificates described above are being surrendered hereby

PLEASE READ THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL CAREFULLY BEFORE COMPLETING THIS LETTER OF TRANSMITTAL.

IF YOU WOULD LIKE ADDITIONAL COPIES OF THIS LETTER OF TRANSMITTAL OR ANY OF THE OTHER OFFERING DOCUMENTS, YOU SHOULD CONTACT THE INFORMATION AGENT FOR THIS OFFER, GEORGESON LLC, AT (866) 695-6078.

You have received this Letter of Transmittal in connection with the offer of Good Falkirk (MI) Limited, a Republic of Marshall Islands company (“Offeror”) and wholly owned Subsidiary of Taylor Maritime Investments Limited, a Guernsey company limited by shares (“TMI”), to purchase (the “Offer”) all of the issued ordinary shares (the “Shares”), other than shares held by the Offeror and shares held in treasury, in the capital of Grindrod Shipping Holdings Ltd., a Singapore public company (the “Company”), at a price of $21.00 per Share (the “Offer Price”), payable to the holder thereof in cash, without interest thereon, to be paid in conjunction with a special dividend from the Company of $5.00 per Share (the “Special Dividend”), representing aggregate transaction value to shareholders of $26.00 per Share (the “Transaction Value”), less any required tax withholding, all upon the terms and subject to the conditions set forth in the Offer to Purchase dated as of October 28, 2022 (the “Offer to Purchase”) and in this Letter of Transmittal, as they may be amended from time to time

You should use this Letter of Transmittal to deliver to Computershare Trust Company N.A. (the “Depositary”) Shares represented by stock certificates, or held in book-entry form on the books of the Company, for tender. If you are delivering your Shares by book-entry transfer to an account maintained by the Depositary at The Depository Trust Company (“DTC”), you must use an Agent’s Message (as defined in Instruction 2 below). In this Letter of Transmittal, shareholders who deliver certificates representing their Shares are referred to as “Certificated Shareholders,” and shareholders who deliver their Shares through book-entry transfer are referred to as “Book-Entry Shareholders.”

☐	CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO THE ACCOUNT MAINTAINED BY THE DEPOSITARY WITH DTC OR THE CENTRAL SECURITIES DEPOSITORY, AND COMPLETE THE FOLLOWING (ONLY FINANCIAL INSTITUTIONS THAT ARE PARTICIPANTS IN DTC MAY DELIVER SHARES BY BOOK-ENTRY TRANSFER):

Name of Tendering Institution:

DTC Participant Number:						Transaction Code Number:

NOTE: SIGNATURES MUST BE PROVIDED BELOW.

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.

Ladies and Gentlemen:

The undersigned hereby tenders to Good Falkirk (MI) Limited, a Republic of Marshall Islands company (“Offeror”) and wholly-owned subsidiary of Taylor Maritime Investments Limited, a Guernsey company limited by shares (“TMI”), the above-described ordinary shares, no par value per share, of Grindrod Shipping Holdings Ltd., a Singapore public company (the “Company”), pursuant to Offeror’s offer (the “Offer”) to purchase all of the ordinary shares of the Company issued and outstanding (collectively, the “Shares”), other than Shares held by the Offeror and Shares held by the Company in treasury, at a price of $21.00 per Share (the “Offer Price”), payable to the holder thereof in cash, without interest thereon, to be paid in conjunction with a special dividend from the Company of $5.00 per Share (the “Special Dividend”), representing aggregate transaction value to Company shareholders of $26.00 per Share (the “Transaction Value”), on the terms and subject to the conditions set forth in the Offer to Purchase dated October 28, 2022 (as it may be amended or supplemented from time to time, the “Offer to Purchase”), receipt of which is hereby acknowledged, and this Letter of Transmittal (as it may be amended or supplemented from time to time, this “Letter of Transmittal”).

Subject to, and effective upon, acceptance for payment, and payment, of the Shares validly tendered herewith, and not properly withdrawn, prior to the Expiration Time, in accordance with the terms and conditions of the Offer (including if the Offer is extended or amended, the terms and conditions of such extension or amendment), the undersigned hereby sells, assigns and transfers to, or upon the order of, Offeror, fully paid, free from any claim, charge, pledge, mortgage, encumbrance, lien, option, equity, power of sale, declaration of trust, hypothecation, retention of title, right of pre-emption, right of first refusal, moratorium or other third party right or security interest of any kind or an agreement, arrangement or obligation to create any of the foregoing, all right, title and interest, in and to all of the Shares being tendered hereby and together with all rights, benefits, and entitlements attached thereto as of October 12, 2022 (the “Offer Announcement Date”) and thereafter attaching thereto, including the right to receive and retain all dividends, rights, return of capital, and other distributions (if any) declared, paid or made by the Company in respect of the Shares validly tendered herewith since the Offer Announcement Date, other than:

i.	the Special Dividend; and

ii.

any dividend by reference to each quarter of the Company, declared by the Company with a record date falling on or prior to the end of the subsequent offering period of the Offer, in an amount determined in accordance with and subject to the parameters (including as to the maximum percentage limit of distributable profits) set out in, the Company’s dividend and capital return policy as in effect on August 25, 2022 (but without taking into account the Special Dividend in determining such amount) that has a declaration date, announcement date, record date and payment date that is consistent with past practice as to timing; provided that such dividend is permitted by applicable laws and regulations, and the rules of applicable stock exchanges, and shall not prejudice the payment of the Special Dividend (the “Permitted Dividend”),

(such rights to dividends, rights, return of capital, and other distributions but excluding the Special Dividend and the Permitted Dividend, collectively, the “Distributions”).

In addition, the undersigned hereby irrevocably appoints Computershare Trust Company, N.A. (the “Depositary”) as the true and lawful agent and attorney-in-fact and proxy of the undersigned with respect to such Shares and any Distributions with full power of substitution (such proxies and power of attorney being deemed to be an irrevocable power coupled with an interest in the tendered Shares) to the full extent of such shareholder’s rights with respect to such Shares and any Distributions (a) to deliver certificates representing Shares (the “Share Certificates”) and any Distributions, or transfer ownership of such Shares and any Distributions on the books of the Company or the account books maintained by The Depository Trust Company (“DTC”), together, in either such case, with all accompanying evidence of transfer and authenticity, to or upon the order of Offeror, (b) to present such Shares and any Distributions for transfer on the books of the Company, and (c) to receive all benefits and otherwise exercise all rights of beneficial ownership of such Shares and any Distributions, all in accordance with the terms and subject to the conditions of the Offer.

The undersigned hereby irrevocably appoints each of the designees of Offeror the attorneys-in-fact and proxies of the undersigned, each with full power of substitution, to the full extent of such shareholder’s rights with respect to the Shares tendered hereby which have been accepted for payment and with respect to any Distributions. The

designees of Offeror will, with respect to the Shares and any associated Distributions for which the appointment is effective, be empowered to exercise all voting and any other rights of such shareholder, as they, in their sole discretion, may deem proper at any annual, extraordinary, adjourned or postponed meeting of the Company’s shareholders, by written consent in lieu of any such meeting or otherwise. This proxy and power of attorney shall be irrevocable and coupled with an interest in the tendered Shares. Such appointment is effective when, and only to the extent that, Offeror accepts the Shares tendered with this Letter of Transmittal for payment pursuant to the Offer. Upon the effectiveness of such appointment, without further action, all prior powers of attorney, proxies and consents given by the undersigned with respect to such Shares and any associated Distributions will be revoked and no subsequent powers of attorney, proxies, consents or revocations may be given (and, if given, will not be deemed effective). Offeror reserves the right to require that, in order for Shares to be deemed validly tendered, immediately upon Offeror’s acceptance for payment of such Shares, Offeror must be able to exercise full voting, consent and other rights, to the extent permitted under applicable law, with respect to such Shares and any associated Distributions, including voting at any meeting of shareholders or executing a written consent concerning any matter.

The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the Shares and any Distributions tendered hereby and, when the same are accepted for payment by Offeror, Offeror will acquire good, marketable and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and the same will not be subject to any adverse claim. The undersigned hereby represents and warrants that the undersigned is the registered owner of the Shares, or the Share Certificate(s) have been endorsed to the undersigned in blank, or the undersigned is a participant in DTC whose name appears on a security position listing as the owner of the Shares. The undersigned will, upon request, execute and deliver any additional documents deemed by the Depositary or Offeror to be necessary or desirable to complete the sale, assignment and transfer of the Shares and any Distributions tendered hereby. In addition, the undersigned shall promptly remit and transfer to the Depositary for the account of Offeror any and all Distributions in respect of the Shares tendered hereby, accompanied by appropriate documentation of transfer and, pending such remittance or appropriate assurance thereof, Offeror shall be entitled to all rights and privileges as owner of any such Distributions and may withhold the entire purchase price or deduct from the purchase price the amount or value thereof, as determined by Offeror in its sole discretion.

It is understood that the undersigned will not receive payment for the Shares unless and until the Shares are accepted for payment and until the Share Certificate(s) owned by the undersigned are received by the Depositary at the address set forth above, together with such additional documents as the Depositary may require, or, in the case of Shares held in book-entry form, ownership of Shares is validly transferred on the books of the Company or the account books maintained by DTC, and until the same are processed for payment by the Depositary.

IT IS UNDERSTOOD THAT THE METHOD OF DELIVERY OF THE SHARES, THE SHARE CERTIFICATE(S) AND ALL OTHER REQUIRED DOCUMENTS (INCLUDING DELIVERY THROUGH DTC) IS AT THE OPTION AND RISK OF THE UNDERSIGNED AND THAT THE RISK OF LOSS OF SUCH SHARES, SHARE CERTIFICATE(S) AND OTHER DOCUMENTS SHALL PASS ONLY AFTER THE DEPOSITARY HAS ACTUALLY RECEIVED THE SHARES OR SHARE CERTIFICATES) (INCLUDING, IN THE CASE OF A BOOK-ENTRY TRANSFER, BY BOOK- ENTRY CONFIRMATION (AS DEFINED BELOW)). IF DELIVERY IS BY MAIL, IT IS RECOMMENDED THAT ALL SUCH DOCUMENTS BE SENT BY PROPERLY INSURED REGISTERED MAIL WITH RETURN RECEIPT REQUESTED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.

All authority conferred or agreed to be conferred pursuant to this Letter of Transmittal shall not be affected by, and shall survive, the death or incapacity of the undersigned and any obligation of the undersigned hereunder shall be binding upon the heirs, executors, administrators, trustees in bankruptcy, personal representatives, successors and assigns of the undersigned. Except as stated in the Offer to Purchase, this tender is irrevocable.

The undersigned understands that the acceptance for payment by Offeror of Shares tendered pursuant to one of the procedures described in Section 3 of the Offer to Purchase and in the instructions hereto will constitute a binding agreement between the undersigned and Offeror upon the terms and subject to the conditions of the Offer, including, without limitation, the undersigned’s representation and warranty that the undersigned owns all Shares being tendered.

Unless otherwise indicated herein under “Special Payment Instructions,” please issue the check for the purchase price in the name(s) of, and/or return any Share Certificates representing Shares not tendered or accepted for payment to, the registered owner(s) appearing under “Description of Shares Tendered.” Similarly, unless otherwise indicated under “Special Delivery Instructions,” please mail the check for the purchase price and/or return any Share Certificates representing Shares not tendered or accepted for payment (and accompanying documents, as appropriate) to the address(es) of the registered owner(s) appearing under “Description of Shares Tendered.” In the event that both the Special Delivery Instructions and the Special Payment Instructions are completed, please issue the check for the purchase price and/or issue any Share Certificates representing Shares not tendered or accepted for payment (and any accompanying documents, as appropriate) in the name of, and deliver such check and/or return such Share Certificates (and any accompanying documents, as appropriate) to, the person or persons so indicated. Unless otherwise indicated herein in the box titled “Special Payment Instructions,” please credit any Shares tendered hereby or by an Agent’s Message and delivered by book-entry transfer, but which are not purchased, by crediting the account at DTC designated above. The undersigned recognizes that Offeror has no obligation pursuant to the Special Payment Instructions to transfer any Shares from the name of the registered owner thereof if Offeror does not accept for payment any of the Shares so tendered.

	SPECIAL PAYMENT INSTRUCTIONS (See Instructions 1, 4, 5 and 7)

	To be completed ONLY if Share Certificate(s) not tendered or not accepted for payment and/or the check for the purchase price in consideration of Shares accepted for payment are to be issued in the name of someone other than the undersigned or if Shares tendered by book-entry transfer which are not accepted for payment are to be returned by credit to an account maintained at DTC other than that designated above.

	Issue: ☐ Check and/or ☐ Share Certificates to:

	Name:
	(Please Print)
	Address:



	(Include Zip Code)

	(Tax Identification or Social Security Number)

	☐ Credit Shares tendered by book-entry transfer that are not accepted for payment to the DTC account set forth below.


	(DTC Account Number)

	SPECIAL DELIVERY INSTRUCTIONS (See Instructions 1, 4, 5 and 7)

	To be completed ONLY if Share Certificate(s) not tendered or not accepted for payment and/or the check for the purchase price of Shares accepted for payment are to be sent to someone other than the undersigned or to the undersigned at an address other than that shown in the box titled “Description of Shares Tendered” above.



	Deliver: ☐ Check(s) and/or ☐ Share Certificates to:

	Name:
	(Please Print)
	Address:



	(Include Zip Code)

IMPORTANT—SIGN HERE (U.S. Holders Please Also Complete the Enclosed IRS Form W-9) (Non-U.S. Holders Please Obtain and Complete IRS Form W-8BEN or Other Applicable IRS Form W-8)

(Signature(s) of Stockholder(s))

Signature of Stockholder	Date	Tax Identification or SSN
Signature of Stockholder	Date	Tax Identification or SSN

(Must be signed by registered owner(s) exactly as name(s) appear(s) on Share Certificate(s) or on a security position listing or by person(s) authorized to become registered owner(s) by certificates and documents transmitted herewith. If signature is by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, please set forth full title and see Instruction 5. For information concerning signature guarantees, see Instruction 1.)

Name(s):
(Please Print)
Capacity (full title):

Address:
(Include Zip Code)

Area Code and Telephone Number:

GUARANTEE OF SIGNATURE(S) (For use by Eligible Institutions only; see Instructions 1 and 5)
Name of Firm:
(Include Zip Code)

Authorized Signature:

Name:
(Please Type or Print)

Area Code and Telephone Number:

Dated: , 2022


Place medallion guarantee in space below:

INSTRUCTIONS

FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER

1. Guarantee of Signatures. Except as otherwise provided below, all signatures on this Letter of Transmittal must be guaranteed by a financial institution (including most commercial banks, savings and loan associations and brokerage houses) that is a member in good standing of a recognized Medallion Program approved by the Securities Transfer Association. Inc., including the Security Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Program and the Stock Exchanges Medallion Program (each, an “Eligible Institution”). Signatures on this Letter of Transmittal need not be guaranteed (a) if this Letter of Transmittal is signed by the registered owner(s) (which term, for purposes of this document, includes any participant in any of DTC’s systems whose name appears on a security position listing as the owner of the Shares) of Shares tendered herewith and such registered owner has not completed the box titled “Special Payment Instructions” or the box titled “Special Delivery Instructions” on this Letter of Transmittal or (b) if such Shares are tendered for the account of an Eligible Institution. See Instruction 5.

2. Delivery of Letter of Transmittal and Certificates or Book-Entry Confirmations. This letter of Transmittal is to be completed by shareholders if (i) Share Certificates are to be forwarded herewith or (ii) such shareholder is the registered holder of Shares in uncertificated form. If tenders are to be made pursuant to the procedures for tender by book-entry transfer set forth in Section 3 of the Offer to Purchase, an Agent’s Message must be utilized. Share Certificates representing all physically tendered Shares, or confirmation of any book-entry transfer into the Depositary’s account at DTC of Shares tendered by book-entry transfer (“Book-Entry Confirmation”), as well as this Letter of Transmittal properly completed and duly executed with any required signature guarantees, or an Agent’s Message in the case of a book-entry transfer, and any other documents required by this Letter of Transmittal, must be received by the Depositary at its address set forth herein prior to the Expiration Time. Please do not send your Share Certificates directly to Offeror, TMI or the Company.

A properly completed and duly executed Letter of Transmittal must accompany each such delivery of Share Certificates to the Depositary.

The term “Agent’s Message” means a message, transmitted through electronic means by DTC to, and received by, the Depositary and forming a part of a Book-Entry Confirmation, which states that DTC has received an express acknowledgment from the participant in DTC tendering the Shares which are the subject of such Book-Entry Confirmation that such participant has received, and agrees to be bound by, the terms of this Letter of Transmittal and that Offeror may enforce such agreement against the participant. The term “Agent’s Message” also includes any hard copy printout evidencing such message generated by a computer terminal maintained at the Depositary’s office.

THE METHOD OF DELIVERY OF THE SHARES, THIS LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH DTC, IS AT THE ELECTION AND RISK OF THE TENDERING SHAREHOLDER. DELIVERY OF ALL SUCH DOCUMENTS WILL BE DEEMED MADE AND RISK OF LOSS OF THE SHARE CERTIFICATES SHALL PASS ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY (INCLUDING, IN THE CASE OF A BOOK-ENTRY TRANSFER, BY BOOK-ENTRY CONFIRMATION ). IF SUCH DELIVERY IS BY MAIL, IT IS RECOMMENDED THAT ALL SUCH DOCUMENTS BE SENT BY PROPERLY INSURED REGISTERED MAIL WITH RETURN RECEIPT REQUESTED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.

No alternative, conditional or contingent tenders will be accepted and no fractional Shares will be purchased. All tendering shareholders, by execution of this Letter of Transmittal, waive any right to receive any notice of the acceptance of their Shares for payment.

All questions as to validity, form and eligibility (including time of receipt) of the surrender of any Share Certificate hereunder, including questions as to the proper completion or execution of any Letter of Transmittal or other required documents and as to the proper form for transfer of any certificate of Shares, will be determined by Offeror in its sole and absolute discretion (which may delegate power in whole or in part to the Depositary) which determination will be final and binding. Offeror reserves the absolute right to reject any and all tenders determined by it not to be in proper form or the acceptance for payment of or payment for which may be unlawful. Offeror also reserves the absolute right to waive any defect or irregularity in the surrender of any Shares or Share Certificate(s)

whether or not similar defects or irregularities are waived in the case of any other shareholder. A surrender will not be deemed to have been validly made until all defects and irregularities have been cured or waived. Offeror and the Depositary shall make reasonable efforts to notify any person of any defect in any Letter of Transmittal submitted to the Depositary.

3. Inadequate Space. If the space provided herein is inadequate, the certificate numbers and/or the number of Shares should be listed on a separate schedule attached hereto and separately signed on each page thereof in the same manner as this Letter of Transmittal is signed.

4. Partial Tenders (Applicable to Certificate Shareholders Only). If fewer than all the Shares evidenced by any Share Certificate delivered to the Depositary are to be tendered, fill in the number of Shares which are to be tendered in the column titled “Number of Shares Tendered” in the box titled “Description of Shares Tendered.” A new certificate(s) for the remainder of the Shares that were evidenced by the old certificate(s) but not purchased pursuant to the Offer (including as a result of any necessary proration as described in the Offer to Purchase) will be sent to the registered owner, unless otherwise provided in the appropriate box on this Letter of Transmittal, as soon as practicable after the Expiration Time. All Shares represented by Share Certificates delivered to the Depositary will be deemed to have been tendered unless otherwise indicated.

5. Signatures on Letter of Transmittal; Stock Powers and Endorsements. If this Letter of Transmittal is signed by the registered owner(s) of the Shares tendered hereby, the signature(s) must correspond with the name(s) as written on the face of the Share Certificate(s) without alteration or any other change whatsoever.

If any Shares tendered hereby are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal.

If any tendered Shares are registered in the names of different holder(s), it will be necessary to complete, sign and submit as many separate Letters of Transmittal as there are different registrations of such Shares.

If this Letter of Transmittal or any certificates or stock powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and proper evidence satisfactory to Offeror of their authority so to act must be submitted.

If this Letter of Transmittal is signed by the registered owner(s) of the Shares listed and transmitted hereby, no endorsements of Share Certificates or separate stock powers are required unless payment is to be made to, or Share Certificates representing Shares not tendered or accepted for payment are to be issued in the name of, a person other than the registered owner(s), in which case the Share Certificates representing the Shares tendered by this Letter of Transmittal must be endorsed or accompanied by appropriate stock powers, in either case, signed exactly as the name(s) of the registered owner(s) or holder(s) appear(s) on the Share Certificates. Signatures on such Share Certificates or stock powers must be guaranteed by an Eligible Institution.

If this Letter of Transmittal is signed by a person other than the registered owner(s) of the Share(s) listed, the Share Certificate(s) must be endorsed or accompanied by the appropriate stock powers, in either case, signed exactly as the name or names of the registered owner(s) or holder(s) appear(s) on the Share Certificate(s). Signatures on such Share Certificates or stock powers must be guaranteed by an Eligible Institution.

6. Transfer Taxes. Offeror will pay or cause to be paid any transfer taxes with respect to the transfer and sale of Shares to it or to its order pursuant to the Offer (for the avoidance of doubt, transfer taxes do not include any tax imposed other than by withholding or deduction from the purchase price and do not include United States federal, state or local income or United States federal backup withholding tax). If, however, payment of the purchase price is to be made to, or (in the circumstances permitted hereby) if Share Certificates not tendered or accepted for payment are to be registered in the name of, any person other than the registered owner(s), or if tendered Share Certificates are registered in the name of any person other than the person signing this Letter of Transmittal, the amount of any transfer taxes (whether imposed on the registered owner(s) or such person) payable on account of the transfer to such person will be deducted from the purchase price unless satisfactory evidence of the payment of such taxes, or exemption therefrom, is submitted.

Except as provided in this Instruction 6, it will not be necessary for transfer tax stamps to be affixed to the Share Certificates listed in this Letter of Transmittal.

7. Special Payment and Delivery Instructions. If a check for the purchase price is to be issued, and/or Share Certificates representing Shares not tendered or accepted for payment are to be issued or returned to, a person other than the signer(s) of this Letter of Transmittal or to an address other than that shown in the box titled “Description of Shares Tendered” above, the appropriate boxes on this Letter of Transmittal should be completed. Shareholders delivering Shares tendered hereby or by Agent’s Message by book-entry transfer may request that Shares not purchased be credited to an account maintained at DTC as such shareholder may designate in the box titled “Special Payment Instructions” herein. If no such instructions are given, all such Shares not purchased will be returned by crediting the same account at DTC as the account from which such Shares were delivered.

8. Requests for Assistance or Additional Copies. Questions or requests for assistance may be directed to the Information Agent at its address and telephone number set forth below or to your broker, dealer, commercial bank or trust company. Additional copies of the Offer to Purchase, this Letter of Transmittal and other tender offer materials may be obtained from the Information Agent as set forth below, and will be furnished at Offeror’s expense.

9. Backup Withholding. Under U.S. federal income tax laws, the Depositary or an applicable withholding agent (such as a financial institution, broker, nominee or person otherwise acting as intermediary between a shareholder and the Depositary) will be required to report certain information regarding the shareholder and payments to the shareholder to the United States Internal Revenue Service (the “IRS”) and to withhold a portion of the amount of any payment made to certain shareholders pursuant to the Offer (currently at a rate of 24%). In order to avoid such backup withholding, each tendering shareholder or payee that is a United States person (as defined under Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended (the “Code”)) must provide the Depositary or the applicable withholding agent with such shareholder’s or payee’s correct taxpayer identification number (“TIN”) and certify that such shareholder or payee is not subject to such backup withholding by completing the attached IRS Form W-9. Certain shareholders or payees (including, among others, corporations, nonresident alien individuals and certain non-U.S. entities) are not subject to these backup withholding and reporting requirements, provided that such shareholder or payee who is a nonresident alien individual or an applicable non-U.S. entity completes, signs, and submits to the Depositary or the applicable withholding agent the appropriate IRS Form W-8 (with appropriate attachments). An IRS Form W-8 may be downloaded from the Internal Revenue Service’s website at the following address: http://www.irs.gov. Failure to complete the IRS Form W-9 or appropriate IRS Form W-8 will not, by itself, cause Shares to be deemed invalidly tendered, but may cause any payments made of the purchase price pursuant to the Offer to be subject to the U.S. backup withholding.

NOTE: FAILURE TO COMPLETE AND RETURN THE IRS FORM W-9 OR THE APPROPRIATE IRS FORM W-8 MAY RESULT IN BACKUP WITHHOLDING OF A PORTION OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE “IMPORTANT TAX INFORMATION” SECTION BELOW.

10. Lost, Destroyed, Mutilated or Stolen Share Certificates. If any Share Certificate has been lost, destroyed, mutilated or stolen, the shareholder should promptly notify the Company’s stock transfer agent, Continental Stock Transfer and Trust Company, at 917-262-2384. The shareholder will then be instructed as to the steps that must be taken in order to replace the Share Certificate. This Letter of Transmittal and related documents cannot be processed until the procedures for replacing lost, mutilated, destroyed or stolen Share Certificates have been followed.

11. Waiver of Conditions. Subject to the terms and conditions of the Implementation Agreement (as defined in the Offer to Purchase) and the applicable rules and regulations of the United States Securities and Exchange Commission and the Securities Industry Council of Singapore, the conditions of the Offer may be waived by Offeror in whole or in part at any time and from time to time in its sole discretion.

IMPORTANT: THIS LETTER OF TRANSMITTAL OR AN AGENT’S MESSAGE, TOGETHER WITH SHARE CERTIFICATE(S) OR BOOK-ENTRY CONFIRMATION AND ALL OTHER REQUIRED DOCUMENTS, MUST BE RECEIVED BY THE DEPOSITARY PRIOR TO THE EXPIRATION TIME.

IMPORTANT TAX INFORMATION

Under United States federal income tax laws, a shareholder that is a United States person (as defined under Section 7701(a)(30) of the Code) whose tendered Shares are accepted for payment and who is not an “exempt recipient” and does not otherwise establish an exemption is required to provide the Depositary or an applicable withholding agent (such as a financial institution, broker, nominee or person otherwise acting as intermediary between the shareholder and the Depositary) with such shareholder’s correct TIN and certify that the shareholder is not subject to backup withholding on an IRS Form W-9. If such shareholder is an individual, the TIN is such shareholder’s social security number. If the Depositary or the applicable withholding agent is not provided with the IRS Form W-9 that includes such shareholder’s correct TIN, the shareholder may be subject to penalties imposed by the Internal Revenue Service (“IRS”) and payments that are made to such shareholder with respect to Shares purchased pursuant to the Offer may be subject to backup withholding.

If backup withholding applies, the Depositary or the applicable withholding agent is required to withhold 24% of any payments of the purchase price made to the shareholder. Backup withholding is not an additional tax and any amount withheld under the backup withholding rules may be credited against the shareholder’s U.S. federal income tax liability and may entitle the shareholder to a refund, provided that the required information is timely furnished to the IRS.

Form W-9

To prevent backup withholding on payments that are made to a shareholder that is a United States person (as defined under Section 7701(a)(30) of the Code) with respect to Shares purchased pursuant to the Offer, the shareholder is required to notify the Depositary or the applicable withholding agent of such shareholder’s correct TIN by completing an IRS Form W-9 certifying, under penalties of perjury, that (i) the TIN provided on the IRS Form W-9 is correct, (ii) such shareholder is not subject to backup withholding because (a) such shareholder has not been notified by the IRS that such shareholder is subject to backup withholding as a result of a failure to report all interest or dividends, (b) the IRS has notified such shareholder that such shareholder is no longer subject to backup withholding or (c) such shareholder is exempt from backup withholding, and (iii) such stockholder is a U.S. person (as defined under Section 7701(a)(30) of the Code).

What Number to Give the Depositary or the Applicable Withholding Agent

Each shareholder that is a United States person (as defined under Section 7701(a)(30) of the Code) is generally required to give the Depositary or the applicable withholding agent its social security number or employer identification number. If the tendering shareholder has not been issued a TIN and has applied for a number or intends to apply for a number in the near future, and if the Depositary is the applicable withholding agent, the shareholder should write “Applied For” in Part I and sign and date the IRS Form W-9. Notwithstanding that “Applied For” is written in Part I , the Depositary will withhold 24% of all payments of the purchase price to such shareholder until a TIN is provided to the Depositary. Such amounts will be refunded to such tendering shareholder if a TIN is provided to the Depositary within 60 days.

Non-U.S. Shareholders

Backup withholding will not apply to a shareholder that is not a United States person (as defined under Section 7701(a)(30) of the Code) if the shareholder submits to the Depositary or the applicable withholding agent the appropriate IRS Form W-8 (including appropriate attachments) certifying, under penalties of perjury, such shareholder’s non-U.S. status. Failure to submit the appropriate Form W-8 may result in backup withholding on payments that are made to such shareholder pursuant to the Offer.

Shareholders should consult their own tax advisors for further guidance regarding the completion of IRS Form W-9 or the appropriate IRS Form W-8 and the availability of any exemption from backup withholding rules.

The Depositary for the Offer is:

If delivering by mail:

Computershare Trust Company, N.A.

c/o Voluntary Corporate Actions, COY: GSH

P.O. Box 43011

Providence, RI 02940-3011

If delivering by courier:

Computershare Trust Company, N.A.

c/o Voluntary Corporate Actions, COY: GSH

150 Royall Street, Suite V

Canton, MA 02021

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY TO THE DEPOSITARY.

Questions or requests for assistance may be directed to the Information Agent at its telephone number set forth below. Requests for additional copies of the Offer to Purchase, the Letter of Transmittal and other tender offer materials may be directed to the Information Agent. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer.

The Information Agent for the Offer is:

You may obtain information regarding the Offer

from the Information Agent as follows:

Georgeson LLC

1290 Avenue of the Americas, 9^th Floor

New York, NY 10104

Attn: Relationship Manager

All Holders Call Toll-Free: (866) 695-6078

IRS Form W-9

Grindrod Shipping (GRIN) SC TO-TThird party tender offer statement