Detailed cautionary announcement regarding the signing of a subscription agreement with Phab Properties Pty Ltd VISUAL INTERNATIONAL HOLDINGS LIMITED (Formerly Presto Financing Proprietary Limited) (Incorporated in the Republic of South Africa) (Registration number 2006/030975/06) (“the Company” or “Visual”) ISIN Code: ZAE000187407 Share code: VIS DETAILED CAUTIONARY ANNOUNCEMENT REGARDING THE SIGNING OF A SUBSCRIPTION AGREEMENT WITH PHAB PROPERTIES PROPRIETARY LIMITED The Company is pleased to advise that an agreement has been signed with Phab Properties Proprietary Limited (“Phab Properties”) in relation to the subscription for 32 000 000 shares at the higher of a 10% discount to the 30 day Volume-Weighted- Average-Price (“VWAP”) or 50 cents per share (“the subscription price”) under the Company’s general authority to issue shares for cash. The agreement provides for an immediate subscription for 400 000 shares at 50 cents amounting to R200 000, with the balance of 31 600 000 shares at the subscription price, being a minimum of R15 800 000, payable on or before 30 June 2014. A further announcement in this regard will be made in due course. Phab Properties is a subsidiary of Phab Holdings Proprietary Limited (“Phab”), which is a black owned women’s group with interests in construction, media, finance and mining. On conclusion of the subscription, Phab will nominate a director for appointment to the board of Visual and will be actively involved in growing the Visual group of companies. An application to list the initial 400 000 shares at 50 cents is being made to the Johannesburg Stock Exchange on confirmation of receipt of funds. Accordingly, shareholders are required to exercise caution when dealing in their shares until a further announcement is made. By order of the Board Johannesburg 23 May 2014 Designated Advisor Auditor and Reporting Accountants Arcay Moela Sponsors Baker Tilly Greenwoods Lead Funding Arranger Property Valuer Prescient Wealth Management Adval Valuation Centre cc Attorneys Stockbroker Van Der Merwe & Robertson Imara SP Reid Date: 23/05/2014 05:43:00 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.