VISUAL INTERNATIONAL HOLDINGS LIMITED - Results of Annual General Meeting and Change to the board of Directors

Results of Annual General Meeting and Change to the board of Directors

VISUAL INTERNATIONAL HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2006/030975/06)
(“Visual” or “the Company”)
ISIN Code: ZAE000187407       Share code: VIS

RESULTS OF ANNUAL GENERAL MEETING (“AGM”) AND CHANGE TO THE BOARD OF DIRECTORS


RESULTS OF THE AGM
Shareholders are advised that the AGM of Visual was held on 24 January 2018 and that all the
resolutions proposed at the AGM were passed by the requisite number of shareholders.

The following information is provided:

Total number of issued ordinary shares                                                338 367 112
Total number of ordinary shares represented and eligible to vote at the AGM           164 982 653
Percentage of ordinary shares represented at the AGM                                       48.76%

The resolutions proposed at the AGM, together with the percentage of votes carried for and against
each resolution, are set out below:

                                         Total number                                  Abstain
                                                             For        Against
                                         of votes cast                               (% of issued
        Resolution proposed                              (% of total   (% of total
                                          (excluding                                    share
                                                         votes cast)   votes cast)
                                         abstentions)                                  capital)
Ordinary Resolution Number 1             164 766 975    164 761 975      5 000        215 678
Presentation and acceptance of                           (99.997%)     (0.003%)       (0.06%)
annual financial statements

Ordinary Resolution Number 2            164 721 975     164 716 975      5 000        260 678
Director appointment –                                   (99.997%)     (0.003%)       (0.08%)
L Matlholwa
 
Ordinary Resolution Number 3            164 766 975     164 761 975      5 000        215 678
Director appointment –                                   (99.997%)     (0.003%)       (0.06%)
T Mokgatlha*

Ordinary Resolution Number 4            164 721 975     164 716 975      5 000        260 678
Director retirement and re-                              (99.997%)     (0.003%)       (0.08%)
election – R Kadalie
 
Ordinary Resolution Number 5            164 721 975     164 716 975      5 000        260 678
Director retirement and re-                              (99.997%)     (0.003%)       (0.08%)
election – R Richards

Ordinary Resolution Number 6            164 766 975     164 761 975      5 000        215 678
Director retirement and re-                              (99.997%)     (0.003%)       (0.06%)
election – CT Vorster
 
Ordinary Resolution Number 7            164 766 975     164 761 975      5 000        215 678
Appointment and remuneration                             (99.997%)     (0.003%)       (0.06%)
of auditors

Ordinary Resolution Number 8          164 766 975      164 761 975         5 000        215 678
Appointment of Audit and Risk                           (99.997%)       (0.003%)        (0.06%)
Committee member – CT Vorster
 
Ordinary Resolution Number 9          164 721 975      164 716 975         5 000        260 678
Appointment of Audit and Risk                           (99.997%)       (0.003%)        (0.08%)
Committee member – R Kadalie
 
Ordinary Resolution Number 10         164 766 975      164 761 975         5 000        215 678
Appointment of Audit and Risk                           (99.997%)       (0.003%)        (0.06%)
Committee member –
T Mokgatlha*
 
Ordinary Resolution Number 11         164 766 975      164 685 271        81 704        215 678
Approval of Remuneration Policy                          (99.95%)        (0.05%)        (0.06%)
 
Ordinary resolution number 12         164 721 975      164 676 975        45 000        260 678
General authority to allot and                           (99.97%)        (0.03%)        (0.08%)
issue shares for cash
 
Special Resolution Number 1           164 766 975      164 721 975        45 000        215 678
Non-Executive directors’                                 (99.97%)        (0.03%)        (0.06%)
remuneration
 
Special Resolution Number 2           164 766 975      164 676 975        90 000        215 678
General authority to enter into                          (99.95%)        (0.05%)        (0.06%)
funding agreements, provide
loans or other financial assistance
Special Resolution Number 3           164 766 975      164 676 975        90 000        215 678
Authority to issue shares, securities                    (99.95%)        (0.05%)        (0.06%)
convertible into shares or rights
that may exceed 30% of the
voting power of the current issued
share capital

*   As announced on SENS on 30 November 2017, Mr Thabo Mokgatlha subsequently resigned as a
    non-executive director of the Board of Visual with effect from the date of that announcement.

CHANGE TO THE BOARD OF DIRECTORS
In accordance with paragraph 3.59(b) of the Listings Requirements of the JSE Limited, shareholders
are advised that Mr Peter Grobbelaar has resigned from his position as executive director of Visual
with effect from 1 February 2018 but will remain available to the Company on a consulting basis. The
Board thanks him for his contribution to the Company and wishes him well in his future endeavours.

By order of the Board
Cape Town
25 January 2018

Designated Advisor
Arbor Capital Sponsors Proprietary Limited

Date: 25/01/2018 12:10:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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