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Results of the Annual General Meeting
Verimark Holdings Limited
Incorporated in the Republic of South Africa
Registration number: 1998/006957/06
JSE share code: VMK
ISIN number: ZAE000068011
("Verimark”)
RESULTS OF THE ANNUAL GENERAL MEETING
At the Annual General Meeting of the shareholders of Verimark held on
Thursday 2 August 2018, all the ordinary and special resolutions proposed
at the meeting were approved by the requisite majority of votes by
shareholders present in person or represented by proxy.
Details of the results of voting at the Annual General Meeting is set out
below:
- The total number of shares in issue was 112 249 632.
- Total number of shares in issue net of treasury shares (“Total Votable
Shares”) was 101 508 033.
- Total number of shares present/represented at the Annual General Meeting
was 86 134 364 which is 84.85% of the Total Votable Shares.
Ordinary Resolutions
Ordinary Resolution number 1 – Re-appointment of auditors
For Against Abstentions* Shares voted*
86 133 364 being 0 being 1 000 being 86 133 364 being
100.00% 0.00% 0.001% 84.85%
Ordinary Resolution number 2 – Re-election of Mr JM Pieterse
For Against Abstentions* Shares voted*
86 133 364 being 0 being 1 000 being 86 133 364 being
100.00% 0.00% 0.001% 84.85%
Ordinary Resolution number 3 – Re-election of Ms AT Nzimande
For Against Abstentions* Shares voted*
86 133 364 being 0 being 1 000 being 86 133 364 being
100.00% 0.00% 0.001% 84.85%
Ordinary Resolution number 4 – Appointment of Ms S van Straaten
For Against Abstentions* Shares voted*
86 133 364 being 0 being 1 000 being 86 133 364 being
100.00% 0.00% 0.001% 84.85%
Ordinary Resolution number 5 – Appointment of Ms NP Gosa
For Against Abstentions* Shares voted*
86 133 364 being 0 being 1 000 being 86 133 364 being
100.00% 0.00% 0.001% 84.85%
Ordinary Resolution number 6 – Appointment of Ms M Kabi
For Against Abstentions* Shares voted*
86 133 364 being 0 being 1 000 being 86 133 364 being
100.00% 0.00% 0.001% 84.85%
Ordinary Resolution number 7 – Election of Mr JM Pieterse as member of the
Audit Committee
For Against Abstentions* Shares voted*
86 133 364 being 0 being 1 000 being 86 133 364 being
100.00% 0.00% 0.001% 84.85%
Ordinary Resolution number 8 – Election of Ms NP Gosa as member of the
Audit Committee
For Against Abstentions* Shares voted*
86 133 364 being 0 being 1 000 being 86 133 364 being
100.00% 0.00% 0.001% 84.85%
Ordinary Resolution number 9 – Election of Ms AT Nzimande as member of the
Audit Committee
For Against Abstentions* Shares voted*
86 133 364 being 0 being 1 000 being 86 133 364 being
100.00% 0.00% 0.001% 84.85%
Ordinary Resolution number 10 – Election of Ms M Kabi as member of the
Audit Committee
For Against Abstentions* Shares voted*
86 133 364 being 0 being 1 000 being 86 133 364 being
100.00% 0.00% 0.001% 84.85%
Ordinary Resolution number 11 – Election of Chairman of the Audit Committee
For Against Abstentions* Shares voted*
86 133 364 being 0 being 1 000 being 86 133 364 being
100.00% 0.00% 0.001% 84.85%
Non-binding Resolutions
Non-binding Resolution number 1 – Approval of remuneration policy
For Against Abstentions* Shares voted*
86 133 364 being 0 being 1 000 being 86 133 364 being
100.00% 0.00% 0.001% 84.85%
Non-binding Resolution number 2 – Implementation of remuneration policy
For Against Abstentions* Shares voted*
86 133 364 being 0 being 1 000 being 86 133 364 being
100.00% 0.00% 0.001% 84.85%
Special Resolutions
Special Resolution number 1 – Non-Executive directors’ fees – Board
Chairman
For Against Abstentions* Shares voted*
86 133 364 being 0 being 1 000 being 86 133 364 being
100.00% 0.00% 0.001% 84.85%
Special Resolution number 2 – Non-Executive directors’ fees – Board member
For Against Abstentions* Shares voted*
86 133 364 being 0 being 1 000 being 86 133 364 being
100.00% 0.00% 0.001% 84.85%
Special Resolution number 3 – Non-Executive directors’ fees – Audit
Committee Chairman
For Against Abstentions* Shares voted*
86 133 364 being 0 being 1 000 being 86 133 364 being
100.00% 0.00% 0.001% 84.85%
Special Resolution number 4 – Non-Executive directors’ fees – Audit
Committee member
For Against Abstentions* Shares voted*
86 133 364 being 0 being 1 000 being 86 133 364 being
100.00% 0.00% 0.001% 84.85%
Special Resolution number 5 – Non-Executive directors’ fees – Risk
Committee Chairman
For Against Abstentions* Shares voted*
86 133 364 being 0 being 1 000 being 86 133 364 being
100.00% 0.00% 0.001% 84.85%
Special Resolution number 6 – Non-Executive directors’ fees – Risk
Committee member
For Against Abstentions* Shares voted*
86 133 364 being 0 being 1 000 being 86 133 364 being
100.00% 0.00% 0.001% 84.85%
Special Resolution number 7 – Non-Executive directors’ fees – Remuneration,
Social, Ethics and Transformation Committee Chairman
For Against Abstentions* Shares voted*
86 133 364 being 0 being 1 000 being 86 133 364 being
100.00% 0.00% 0.001% 84.85%
Special Resolution number 8 – Non-Executive directors’ fees – Remuneration,
Social, Ethics and Transformation Committee member
For Against Abstentions* Shares voted*
86 133 364 being 0 being 1 000 being 86 133 364 being
100.00% 0.00% 0.001% 84.85%
Special Resolution number 9 – Non-Executive directors’ fees – Nomination
Committee Chairman
For Against Abstentions* Shares voted*
86 133 364 being 0 being 1 000 being 86 133 364 being
100.00% 0.00% 0.001% 84.85%
Special Resolution number 10 – Non-Executive directors’ fees – Nomination
Committee member
For Against Abstentions* Shares voted*
86 133 364 being 0 being 1 000 being 86 133 364 being
100.00% 0.00% 0.001% 84.85%
Special Resolution number 11 – Non-Executive directors’ fees – Any ad hoc
Board committee Chairman
For Against Abstentions* Shares voted*
86 133 364 being 0 being 1 000 being 86 133 364 being
100.00% 0.00% 0.001% 84.85%
Special Resolution number 12 – Non-Executive directors’ fees – Any ad hoc
Board committee member
For Against Abstentions* Shares voted*
86 133 364 being 0 being 1 000 being 86 133 364 being
100.00% 0.00% 0.001% 84.85%
Special Resolution number 13 – Financial assistance
For Against Abstentions* Shares voted*
86 133 364 being 0 being 1 000 being 86 133 364 being
100.00% 0.00% 0.001% 84.85%
Special Resolution number 14 – Acquisition of own shares
For Against Abstentions* Shares voted*
86 133 364 being 0 being 1 000 being 86 133 364 being
100.00% 0.00% 0.001% 84.85%
Ordinary Resolution number 12 – Authority to implement Resolutions
For Against Abstentions* Shares voted*
86 133 364 being 0 being 1 000 being 86 133 364 being
100.00% 0.00% 0.001% 84.85%
* Abstentions and shares voted is shown as a percentage of Total Votable
Shares
3 August 2018
Randburg
Sponsor
Grindrod Bank Limited
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