VERIMARK HOLDINGS LIMITED - General repurchase of shares

General repurchase of shares

Verimark Holdings Limited
Incorporated in the Republic of South Africa
Registration number: 1998/006957/06
JSE share code: VMK
ISIN number: ZAE000068011
("Verimark" or "the Company")

GENERAL REPURCHASE OF SHARES ANNOUNCEMENT

Introduction

The board of directors of the Company (the “Board”) hereby advises
shareholders that Verimark has cumulatively repurchased 3 389 640 ordinary
shares, representing 2.97% of the company’s issued share capital at an
average purchase price of 80 cents per share, in terms of the general
authority granted by shareholders at the Annual General Meeting held on
Thursday 3 August 2017.

Details of the general repurchase

Details of the general repurchase are as follows:
Dates of the repurchases:                            24/28 November 2017
Number of shares purchased:                           3 389 640
Lowest repurchase price per share:                   79 cents per share
Highest repurchase price per share:                  80 cents per share
Total value of shares repurchased:                     R 2 710 207

The shares are held as treasury shares by subsidiary companies.

The repurchases were effected through the order book operated by the JSE and
done without any prior understanding or arrangement between the Company and
the counter parties.

Verimark holds 10 741 599 shares as treasury shares, representing 9.4% of
its issued share capital.

Following the repurchase, the extent of the general authority to repurchase
shares outstanding is 685 634 ordinary shares, representing 0.4% of the total
issued share capital of the Company, at the time the authority was granted.

Opinion of the Board

The Board has considered the effect of the repurchase and are of the
opinion that, for a period of 12 months following the date of this
announcement:

   -   the Company and the group will be able, in the ordinary course of
       business, to repay their debts;
   -   the assets of the Company and the group will be in excess of the
       liabilities of the Company and the group;
   -   the Company and the group’s ordinary capital and reserves will be
       adequate for ordinary business purposes; and
   -   the Company and the group will have adequate working capital for
       ordinary business purposes.

Source of funds
The general repurchase were funded from Verimark’s available cash
resources.

Financial information
Cash balances decreased by R 2 710 207 as a result of the general
repurchase. The impact on other areas of the Company’s financial
information is immaterial.

30 November 2017

Sponsor
Grindrod Bank Limited

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