Finalisation Announcement and Timetable for Scheme of Arrangement VERIMARK HOLDINGS LIMITED K2018535347 (SOUTH AFRICA) PROPRIETARY LIMITED (Incorporated in the Republic of South (Incorporated in the Republic of South Africa) Africa) Registration Number: 1998/006957/06 Registration Number: 2018/535347/07 Share Code: VMK (“the Offeror”) ISIN: ZAE000068011 ("Verimark" or “the Company”) FINALISATION ANNOUNCEMENT AND TIMETABLE FOR SCHEME OF ARRANGEMENT Terms appearing in this announcement, that are not otherwise defined, bear the meanings assigned to them in the joint announcement released on the Stock Exchange News Service of the JSE on Thursday 17 January 2019, issued by the Company (“Announcement”). Verimark shareholders are referred to the announcement advising that: 1. the Scheme was approved by Verimark shareholders at the General Meeting held on Thursday, 17 January 2019; and 2. all conditions precedent to the Scheme, as detailed in the Circular have been fulfilled. As a result of the Scheme becoming unconditional, the Company wishes to draw Verimark shareholders’ attention to the following important dates and times in relation to the implementation of the Scheme and de-listing of all Verimark Shares from the main board of the JSE. 2019 Scheme last day to trade on Tuesday, 12 February Trading in Verimark Shares on the JSE suspended from Wednesday, 13 February commencement of trade on Scheme Consideration Record Date to be recorded in the Friday, 15 February Register in order to receive the Scheme Consideration on Scheme Implementation Date on Monday, 18 February Scheme Consideration payment takes place on Monday, 18 February Termination of listing of Verimark Shares from the JSE at Tuesday, 19 February commencement of trade on Note: All times referred to above are references to South African time. Johannesburg 5 February 2019 Joint Transaction Advisor and Transactional Sponsor to Verimark: PSG Capital Joint Transaction Advisor to Verimark: Khanda Capital Transaction Advisor to the Offeror and Sponsor to Verimark: Grindrod Bank Date: 05/02/2019 09:00:00 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.