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 2 August 2018, 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. Details of the results of voting at the Annual General Meeting is set out below: - The total number of shares in issue was 112 249 632. - Total number of shares in issue net of treasury shares (“Total Votable Shares”) was 101 508 033. - Total number of shares present/represented at the Annual General Meeting was 86 134 364 which is 84.85% of the Total Votable Shares. Ordinary Resolutions Ordinary Resolution number 1 – Re-appointment of auditors For Against Abstentions* Shares voted* 86 133 364 being 0 being 1 000 being 86 133 364 being 100.00% 0.00% 0.001% 84.85% Ordinary Resolution number 2 – Re-election of Mr JM Pieterse For Against Abstentions* Shares voted* 86 133 364 being 0 being 1 000 being 86 133 364 being 100.00% 0.00% 0.001% 84.85% Ordinary Resolution number 3 – Re-election of Ms AT Nzimande For Against Abstentions* Shares voted* 86 133 364 being 0 being 1 000 being 86 133 364 being 100.00% 0.00% 0.001% 84.85% Ordinary Resolution number 4 – Appointment of Ms S van Straaten For Against Abstentions* Shares voted* 86 133 364 being 0 being 1 000 being 86 133 364 being 100.00% 0.00% 0.001% 84.85% Ordinary Resolution number 5 – Appointment of Ms NP Gosa For Against Abstentions* Shares voted* 86 133 364 being 0 being 1 000 being 86 133 364 being 100.00% 0.00% 0.001% 84.85% Ordinary Resolution number 6 – Appointment of Ms M Kabi For Against Abstentions* Shares voted* 86 133 364 being 0 being 1 000 being 86 133 364 being 100.00% 0.00% 0.001% 84.85% Ordinary Resolution number 7 – Election of Mr JM Pieterse as member of the Audit Committee For Against Abstentions* Shares voted* 86 133 364 being 0 being 1 000 being 86 133 364 being 100.00% 0.00% 0.001% 84.85% Ordinary Resolution number 8 – Election of Ms NP Gosa as member of the Audit Committee For Against Abstentions* Shares voted* 86 133 364 being 0 being 1 000 being 86 133 364 being 100.00% 0.00% 0.001% 84.85% Ordinary Resolution number 9 – Election of Ms AT Nzimande as member of the Audit Committee For Against Abstentions* Shares voted* 86 133 364 being 0 being 1 000 being 86 133 364 being 100.00% 0.00% 0.001% 84.85% Ordinary Resolution number 10 – Election of Ms M Kabi as member of the Audit Committee For Against Abstentions* Shares voted* 86 133 364 being 0 being 1 000 being 86 133 364 being 100.00% 0.00% 0.001% 84.85% Ordinary Resolution number 11 – Election of Chairman of the Audit Committee For Against Abstentions* Shares voted* 86 133 364 being 0 being 1 000 being 86 133 364 being 100.00% 0.00% 0.001% 84.85% Non-binding Resolutions Non-binding Resolution number 1 – Approval of remuneration policy For Against Abstentions* Shares voted* 86 133 364 being 0 being 1 000 being 86 133 364 being 100.00% 0.00% 0.001% 84.85% Non-binding Resolution number 2 – Implementation of remuneration policy For Against Abstentions* Shares voted* 86 133 364 being 0 being 1 000 being 86 133 364 being 100.00% 0.00% 0.001% 84.85% Special Resolutions Special Resolution number 1 – Non-Executive directors’ fees – Board Chairman For Against Abstentions* Shares voted* 86 133 364 being 0 being 1 000 being 86 133 364 being 100.00% 0.00% 0.001% 84.85% Special Resolution number 2 – Non-Executive directors’ fees – Board member For Against Abstentions* Shares voted* 86 133 364 being 0 being 1 000 being 86 133 364 being 100.00% 0.00% 0.001% 84.85% Special Resolution number 3 – Non-Executive directors’ fees – Audit Committee Chairman For Against Abstentions* Shares voted* 86 133 364 being 0 being 1 000 being 86 133 364 being 100.00% 0.00% 0.001% 84.85% Special Resolution number 4 – Non-Executive directors’ fees – Audit Committee member For Against Abstentions* Shares voted* 86 133 364 being 0 being 1 000 being 86 133 364 being 100.00% 0.00% 0.001% 84.85% Special Resolution number 5 – Non-Executive directors’ fees – Risk Committee Chairman For Against Abstentions* Shares voted* 86 133 364 being 0 being 1 000 being 86 133 364 being 100.00% 0.00% 0.001% 84.85% Special Resolution number 6 – Non-Executive directors’ fees – Risk Committee member For Against Abstentions* Shares voted* 86 133 364 being 0 being 1 000 being 86 133 364 being 100.00% 0.00% 0.001% 84.85% Special Resolution number 7 – Non-Executive directors’ fees – Remuneration, Social, Ethics and Transformation Committee Chairman For Against Abstentions* Shares voted* 86 133 364 being 0 being 1 000 being 86 133 364 being 100.00% 0.00% 0.001% 84.85% Special Resolution number 8 – Non-Executive directors’ fees – Remuneration, Social, Ethics and Transformation Committee member For Against Abstentions* Shares voted* 86 133 364 being 0 being 1 000 being 86 133 364 being 100.00% 0.00% 0.001% 84.85% Special Resolution number 9 – Non-Executive directors’ fees – Nomination Committee Chairman For Against Abstentions* Shares voted* 86 133 364 being 0 being 1 000 being 86 133 364 being 100.00% 0.00% 0.001% 84.85% Special Resolution number 10 – Non-Executive directors’ fees – Nomination Committee member For Against Abstentions* Shares voted* 86 133 364 being 0 being 1 000 being 86 133 364 being 100.00% 0.00% 0.001% 84.85% Special Resolution number 11 – Non-Executive directors’ fees – Any ad hoc Board committee Chairman For Against Abstentions* Shares voted* 86 133 364 being 0 being 1 000 being 86 133 364 being 100.00% 0.00% 0.001% 84.85% Special Resolution number 12 – Non-Executive directors’ fees – Any ad hoc Board committee member For Against Abstentions* Shares voted* 86 133 364 being 0 being 1 000 being 86 133 364 being 100.00% 0.00% 0.001% 84.85% Special Resolution number 13 – Financial assistance For Against Abstentions* Shares voted* 86 133 364 being 0 being 1 000 being 86 133 364 being 100.00% 0.00% 0.001% 84.85% Special Resolution number 14 – Acquisition of own shares For Against Abstentions* Shares voted* 86 133 364 being 0 being 1 000 being 86 133 364 being 100.00% 0.00% 0.001% 84.85% Ordinary Resolution number 12 – Authority to implement Resolutions For Against Abstentions* Shares voted* 86 133 364 being 0 being 1 000 being 86 133 364 being 100.00% 0.00% 0.001% 84.85% * Abstentions and shares voted is shown as a percentage of Total Votable Shares 3 August 2018 Randburg Sponsor Grindrod Bank Limited Date: 03/08/2018 12:30:00 Produced by the JSE SENS Department. 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