Update announcement - Specific Issue of shares for cash VISUAL INTERNATIONAL HOLDINGS LIMITED (Incorporated in the Republic of South Africa) (Registration number 2006/030975/06) (“the Company” or “Visual”) ISIN Code: ZAE000187407 Share code: VIS UPDATE ANNOUNCEMENT: SPECIFIC ISSUE OF SHARES FOR CASH TO RELATED PARTIES (“Specific Issue”) Introduction Shareholders are referred to the announcement published on 1 March 2016 and are advised that the participants and respective amounts of the Specific Issue have changed. The Company has now finalised agreements with certain directors and a former director (“related parties”) in terms of which the Company will issue up to 4 952 878 shares for cash in settlement of certain of its obligations to such related parties (“the Capitalisation Shares”). The Capitalisation Shares, which represent approximately 2.22% of the Company’s current issued share capital. In terms of final signed the agreements, the names of the parties who have elected to accept the Capitalisation Shares and the Rand value of the liability and number of shares to be issued to such parties are detailed below: Rand value of % of total issued liability as at share capital % of total share 29 February Number of shares pre-Specific capital post Name 2016 to be issued Issue Specific Issue PE Grobbelaar R58 519 390 125 0.18% 0.17% G Noble R39 873 265 820 0.12% 0.12% CK Robertson R63 915 426 100 0.20% 0.19% E Links R112 500 750 000 0.35% 0.33% P Ranchod R75 000 500 000 0.23% 0.22% CT Vorster R112 500 750 000 0.35% 0.33% RR Richards R118 125 787 500 0.37% 0.35% G Lundy R112 500 750 000 0.35% 0.33% R Kadalie R50 000 333 333 0.15% 0.15% TOTAL R742 932 4 952 878 2.22% 2.17% Conditions precedent to the Capitalisation Issue The Capitalisation Issue is subject to certain suspensive conditions including: - to the extent required, the approval by shareholders of special resolutions and an ordinary resolution in accordance with section 41(1) of the Companies Act, Act 71 of 2008, as amended (“the Companies Act”), authorising the allotment and issue of the Capitalisation Shares to related parties; - shareholders present and entitled to vote at the general meeting convened to consider the resolutions required to approve the Capitalisation Issue, passing an ordinary resolution approving the Capitalisation Issue by a 75% majority in accordance with paragraph 5.51(g) of the JSE Listings Requirements Financial information of the Capitalisation Issue The Capitalisation Issue will have no effect on the Statement of Comprehensive Income other than the effect of the dilution in the issued share capital of the Company. The effect on the Statement of Financial Position will be to reduce liabilities by R742 932 and increase Stated Capital by the same amount, net of any circular and issue costs. Documentation and salient dates A circular to shareholders incorporating the terms of the Capitalisation Issue, and a notice of general meeting has been submitted for JSE approval and will be circulated to shareholders in due course. Johannesburg 5 May 2016 Designated Advisor Arbor Capital Sponsors Proprietary Limited Date: 05/05/2016 11:15:00 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.