Proposed delisting of Verimark and cautionary announcement 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") PROPOSED DELISTING OF VERIMARK AND CAUTIONARY ANNOUNCEMENT Shareholders are advised that the Company has received notice from its controlling shareholder, the Van Straaten Family Trust, of its conditional, non-binding intention to acquire the minority interests in the Company (“the minority shareholders”) and thereafter apply for its delisting from the JSE Limited (“the JSE”) (“the proposal”). The proposal is subject to implementation by way of a scheme of arrangement in terms of section 114 of the Companies Act No 71 of 2008, as amended. The board of directors of Verimark has established an Independent Board, comprising of Mesdames M Kabi, NP Gosa and AT Nzimande to consider the terms of the proposal. The proposal, if successfully concluded, may have a material effect on the price at which the Company's securities trade on the JSE. Shareholders are accordingly advised to exercise caution when dealing in the Company's securities until a further announcement is made. Johannesburg 22 October 2018 Sponsor: Grindrod Bank Limited Date: 22/10/2018 07:13:00 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.