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Results of the Annual General Meeting and notice of retirement of Board Chairman
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 AND NOTICE OF RETIREMENT
OF BOARD CHAIRMAN
At the Annual General Meeting of the shareholders of Verimark
held on Thursday 4 August 2016, 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 86 498 420 which is 76% of the total
number of shares that could vote at the meeting as at the Voting
Record Date. The voting results are set out in this announcement.
RETIREMENT OF BOARD CHAIRMAN
Shareholders are hereby advised that the Chairman has informed
the Board of his intention to retire at the last Board Meeting
of the year, being Thursday 13 October 2016. The Nominations
Committee will be commencing the process of finding a replacement
and will advise shareholders accordingly. The Board thanked Dr
Motlatsi for his diligent leadership over the last 11 years.
1 Ordinary resolution number 1: Annual Financial Statements
For Against Abstain* Shares voted*
85 048 320 - 1 450 100 85 048 320
100% 0% 1,27% 76%
2 Ordinary resolution number 2: Re-Appointment of KPMG as Auditors
For Against Abstain* Shares voted*
85 048 320 - 1 450 100 85 048 320
100% 0% 1,27% 76%
3 Ordinary resolution number 3: Re-election of Mr MM Patel
For Against Abstain* Shares voted*
85 048 320 - 1 450 100 85 048 320
100% 0% 1,27% 76%
4 Ordinary resolution number 4: Appointment of Mr BM Groome
For Against Abstain* Shares voted*
85 048 320 - 1 450 100 85 048 320
100% 0% 1,27% 76%
Ordinary resolution number 5: Election of Mr JM Pieterse as Audit
5
Committee member
For Against Abstain* Shares voted*
82 272 650 2 775 670 1 450 100 85 048 320
96,73% 3,26% 1,27% 76%
Ordinary resolution number 6: Election of Dr JT Motlatsi as Audit
6
Committee member
For Against Abstain* Shares voted*
82 272 650 2 775 670 1 450 100 85 048 320
96,73% 3,26% 1,27% 76%
Ordinary resolution number 7: Election of Mr MM Patel as Audit
7
Committee member
For Against Abstain* Shares voted*
85 048 320 - 1 450 100 85 048 320
100% 0% 1,27% 76%
8 Ordinary resolution number 8: General Authority to issue shares for
cash was withdrawn.
9 Ordinary resolution number 9: Non-binding advisory endorsement
For Against Abstain* Shares voted*
85 048 320
82 272 650 2 775 670 1 450 100
96,73% 3.26% 1,27% 76%
Special resolution number 1: Approval of non-executive directors’
10
fees – Board Chairman
For Against Abstain* Shares voted*
85 048 320 - 1 450 100 85 048 320
100% 0% 1,27% 76%
Special resolution number 2: Approval of non-executive directors’
11
fees – Board member
For Against Abstain* Shares voted*
85 048 320 - 1 450 100 85 048 320
100% 0% 1,27% 76%
Special resolution number 3: Approval of non-executive directors’
12
fees - Audit Committee Chairman
For Against Abstain* Shares voted
85 048 320 - 1 450 100 85 048 320
100% 0% 1,27% 76%
Special resolution number 4: Approval of non-executive directors’
13
fees - Audit Committee member
For Against Abstain* Shares voted*
85 048 320 - 1 450 100 85 048 320
100% 0% 1,27% 76%
Special resolution number 5: Approval of non-executive directors’
14
fees –Risk CommitteeChairman
For Against Abstain* Shares voted*
85 048 320 - 1 450 100 85 048 320
100% 0% 1,27% 76%
Special resolution number 6: Approval of non-executive directors’
15
fees –Risk Committee member
For Against Abstain* Shares voted*
85 048 320 - 1 450 100 85 048 320
100% 0% 1,27% 76%
Special resolution number 7: Approval of non-executive directors’
16
fees –Remuneration & NominationCommittee chairman
For Against Abstain* Shares voted*
85 048 320 - 1 450 100 85 048 320
100% 0% 1,27% 76%
Special resolution number 8: Approval of non-executive directors’
17
fees - Remuneration& Nomination Committee member
For Against Abstain* Shares voted*
85 048 320 - 1 450 100 85 048 320
100% 0% 1,27% 76%
Special resolution number 9: Approval of non-executive directors’
18
fees –Social, Ethics and Transformation Committee chairman
For Against Abstain* Shares voted*
85 048 320 - 1 450 100 85 048 320
100% 0% 1,27% 76%
Special resolution number 10: Approval of non-executive directors’
19
fees –Social, Ethics and Transformation Committee member
For Against Abstain* Shares voted*
85 048 320 - 1 450 100 85 048 320
100% 0% 1,27% 76%
Special resolution number 11: Approval of non-executive directors’
20
fees –Any ad hoc Board Committee
For Against Abstain* Shares voted*
85 048 320 - 1 450 100 85 048 320
100% 0% 1,27% 76%
Special resolution number 12: Approval of non-executive directors’
21
fees –Any ad hoc Board member
For Against Abstain* Shares voted*
85 048 320 - 1 450 100 85 048 320
100% 0% 1,27% 76%
Special resolution number 13: Approval of non-executive directors’
22
fees – Annual General Meeting Chairman
For Against Abstain* Shares voted*
85 048 320 - 1 450 100 85 048 320
100% 0% 1,27% 76%
23
Special resolution number 14: Approval of non-executive directors’
fees – Annual General Meeting Members
For Against Abstain* Shares voted*
85 048 320 - 1 450 100 85 048 320
100% 0% 1,27% 76%
Special resolution number 15: Approval of Financial assistance to
24
related or inter-related companies
For Against Abstain* Shares voted*
82 272 650 2 775 670 1 450 100 85 048 320
96.73% 3.26% 1,27% 76%
25 Special resolution number 16: Approval of acquisition of own shares
For Against Abstain* Shares voted*
82 272 650 2 775 670 1 450 100 85 048 320
96,73% 3.26% 1,27% 76%
Ordinary resolution number 10: Authority to implement resolutions
26
passed at the annual general meeting
For Against Abstain* Shares voted*
85 048 320 - 1 450 100 85 048 320
100% 0% 1,27% 76%
* Abstentions and shares voted is shown as a percentage of issued
voteable shares.
5 August 2016
Sponsor
Grindrod Bank Limited
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