Unwinding of the current Verimark BEE Structure VERIMARK HOLDINGS LIMITED (Incorporated in the Republic of South Africa) (Registration Number: 1998/006957/06) JSE Code: VMK & ISIN: ZAE000068011 (“Verimark” or "the Company") UNWINDING OF THE CURRENT VERIMARK BEE STRUCTURE In terms of Verimark’s existing BEE structure as approved by Shareholders in November 2005 (“BEE Structure”), Verimark’s strategic partners, being Teba Development and a share ownership trust established for the employees of Verimark (Verimark Employees Empowerment Trust) subscribed for 11 500 000 Shares. At the time of issue, the Current BEE Shares represented 10,1% of the Company’s issued Shares. The BEE Structure was funded by the van Straaten Family Trust through the issue of redeemable preference shares, and was to be settled by future dividends to be paid by Verimark. As the subsequent dividend payments did not cover the outstanding amount due, the above parties have agreed to unwind the Current BEE Structure. The Current BEE Structure have been unwound by redeeming the Preference Shares for ordinary Verimark shares at the current ruling market price. The ordinary shares have been transferred to the Van Straaten Family Trust as consideration for the redemption of the preference shares. As a result of the above, Michael van Straaten, will increase his total indirect beneficial interest, in Verimark Holdings Limited from 60.5 million shares (52.94%) to 72 million shares (63%). There will be no dilution of existing ordinary shares in issue, nor any impact on Earnings per share as a result of this unwinding transaction. Going forward, the company will consider its options with regards to putting in place a suitable and sustainable empowerment structure and will keep stakeholders informed should there be any updates in this regard. Johannesburg 4 March 2014 Sponsor: Grindrod Bank Limited Date: 04/03/2014 03:10:00 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.