No change statement and notice of annual general meeting Verimark Holdings Limited (Incorporated in the Republic of South Africa) Registration Number: 1998/006957/06 Share Code: VMK ISIN: ZAE000068011 (the “Company”) NO CHANGE STATEMENT AND NOTICE OF ANNUAL GENERAL MEETING Shareholders are advised that the abridged annual report including the summarised audited consolidated financial statements for the year ended 29 February 2016 and the notice of Annual General Meeting have been posted to shareholders today, Friday 27 May 2016, and will be available on www.verimark.co.za, as well as for inspection at the Company’s registered office. There are no modifications to the summarised audited consolidated financial statements for the year ended 29 February 2016, the dividend announcement and the notice of Annual General Meeting that were in the announcement released on SENS on Monday, 23 May 2016. The audited consolidated financial statements on which the auditors, KPMG Incorporated have expressed an unqualified audit opinion and a copy of the auditor’s report is available for inspection at the registered office of the Company. Shareholder are reminded of the notice given that the Annual General Meeting of shareholders will be held at 10:00 on Thursday 4 August 2016, at the Company, 50 Clairwood Avenue, Hoogland Ext 55, Randburg, South Africa to transact the business as stated in the notice of the Annual General Meeting. Shareholders are advised that the last day to trade to be registered in the Company’s register in order to be able to attend, participate and vote at the Annual General Meeting is Tuesday, 26 July 2016 and the record date remains as Friday, 29 July 2016, as was stated in the announcement released on SENS on Monday, 23 May 2016. By order of the Board Randburg 27 May 2016 Sponsor Grindrod Bank Limited Date: 27/05/2016 11:05:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.