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 6 August 2015, 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.
The total number of shares present/represented, including
proxies, at the meeting was 83 671 908 which is 77,55% of the
total number of shares that could vote at the meeting as at the
Voting Record Date.
The voting results were as follows:
1 Ordinary resolution number 1: Reappointment of auditors
For Against Abstain* Shares voted*
83 669 908
83 669 908 - 2000
100% 0% 0.002% 77.55%
2 Ordinary resolution number 2: Re-election of Mr JM Pieterse
For Against Abstain* Shares voted*
83 669 908 - 2000 83 669 908
100% 0% 0.002% 77.55%
3 Ordinary resolution number 3: Re-election of Dr JT Motlatsi
For Against Abstain* Shares voted*
83 669 908 - 2000 83 669 908
100% 0% 0.002% 77.55%
4 Ordinary resolution number 4: Election of Mr JM Pieterse as Audit
Committee member
For Against Abstain* Shares voted*
83 669 908 - 2000 83 669 908
100% 0% 0.002% 77.55%
Ordinary resolution number 5: Election of Dr JT Motlatsi as Audit
5
Committee member
For Against Abstain* Shares voted*
83 669 908 - 2000 83 669 908
100% 0% 0.002% 77.55%
6 Ordinary resolution number 6: Election of Mr MM Patel as Audit
Committee member
For Against Abstain* Shares voted*
81 427 889 2 242 019 2000 83 669 908
97% 3% 0.002% 77.55%
7 Ordinary resolution number 7: General Authority to issue shares for
cash.
For Against Abstain* Shares voted*
80 577 629 3 029 279 2000 83 669 908
100% 0% 0.002% 77.55%
8 Ordinary resolution number 8: Non-binding advisory endorsement
For Against Abstain* Shares voted*
83 669 908 - 2000 83 669 908
100% 0% 0.002% 77.55%
9 Special resolution number 1.1: Approval of non-executive directors’
fees – Board Chairman
For Against Abstain* Shares voted*
83 669 908 - 2000 83 669 908
100% 0% 0.002% 77.55%
10 Special resolution number 1.2: Approval of non-executive directors’
fees – Board member
For Against Abstain* Shares voted*
83 669 908 - 2000 83 669 908
100% 0% 0.002% 77.55%
11 Special resolution number 1.3: Approval of non-executive directors’
fees - Audit Committee Chairman
For Against Abstain* Shares voted*
83 669 908 - 2000 83 669 908
100% 0% 0.002% 77.55%
12 Special resolution number 1.4: Approval of non-executive directors’
fees - Audit Committee member
For Against Abstain* Shares voted*
83 669 908 - 2000 83 669 908
100% 0% 0.002% 77.55%
13 Special resolution number 1.5: Approval of non-executive directors’
fees – Risk Committee Chairman
For Against Abstain* Shares voted*
83 669 908 - 2000 83 669 908
100% 0% 0.002% 77.55%
14 Special resolution number 1.6: Approval of non-executive directors’
fees – Risk Committee member
For Against Abstain* Shares voted*
83 669 908 - 2000 83 669 908
100% 0% 0.002% 77.55%
15 Special resolution number 1.7: Approval of non-executive directors’
fees – Remuneration & Nomination Committee chairman
For Against Abstain* Shares voted*
83 669 908 - 2000 83 669 908
100% 0% 0.002% 77.55%
16 Special resolution number 1.8: Approval of non-executive directors’
fees - Remuneration & Nomination Committee member
For Against Abstain* Shares voted*
83 669 908 - 2000 83 669 908
100% 0% 0.002% 77.55%
17 Special resolution number 1.9: Approval of non-executive directors’
fees - Social and ethics committee chairman
For Against Abstain* Shares voted*
83 669 908 - 2000 83 669 908
100% 0% 0.002% 77.55
18 Special resolution number 1.10: Approval of non-executive
directors’ fees - Remuneration, social and ethics committee member
For Against Abstain* Shares voted*
83 669 908 - 2000 83 669 908
100% 0% 0.002% 77.55%
19 Special resolution number 1.11: Approval of non-executive
directors’ fees – Any ad hoc Board Committee
For Against Abstain* Shares voted*
83 669 908 - 2000 83 669 908
100% 0% 0.002% 77.55%
20 Special resolution number 1.12: Approval of non-executive
directors’ fees – Any ad hock Board member
For Against Abstain* Shares voted*
83 669 908 - 2000 83 669 908
100% 0% 0.002% 77.55%
21 Special resolution number 2: Approval of Financial assistance to
related or inter-related companies
For Against Abstain* Shares voted*
77 225 904 6 444 004 2000 83 669 908
92% 8% 0.002% 77.55%
22 Special resolution number 2: Approval of acquisition of own shares
For Against Abstain* Shares voted*
83 669 908 - 2000 83 669 908
100% 0% 0.002% 77.55%
23 Ordinary resolution number 9: Authority to implement resolutions
passed at the annual general meeting
For Against Abstain* Shares voted*
83 669 908 - 2000 83 669 908
100% 0% 0.002% 77.55%
24 Ordinary resolution number 9: Authority to implement resolutions
passed at the annual general meeting
For Against Abstain* Shares voted*
83 669 908 - 2000 83 669 908
100% 0% 0.002% 77.55%
* Abstentions and shares voted is shown as a percentage of issued
voteable shares.
6 August 2015
Sponsor
Grindrod Bank Limited
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