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 Date: 06/08/2015 03:28:00 Produced by the JSE SENS Department. 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