Finalisation of Sale of Stellendale 3, Agreement for the Issue of Shares for Cash and Renewal of Cautionary 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 FINALISATION OF SALE OF STELLENDALE 3, AND AGREEMENT FOR THE ISSUE OF SHARES FOR CASH AND RENEWAL OF CAUTIONARY ANNOUNCEMENT Stellendale 3 Shareholders are referred to the announcements published on 2 August 2016, 16 September 2016 and 14 October 2016 relating to the disposal of land known as Stellendale 3 to Uvest Housing Portfolio 2 (RF) Proprietary Limited for a consideration of R15 million. The directors are pleased to advise that all the conditions precedent have now been met and the attorneys have been instructed to proceed with the transfer of the land. Issue of shares for cash Shareholders are advised that Visual has agreed to a subscription of 33 333 333 Visual shares for cash for at a subscription price of R0.15 per share, totalling R5 million (“General Issue”), of which R250 000 has been received with the balance payable within ten (10) business days following the lifting of the suspension of trade in the Company’s securities. The issue will be made under the Company’s general authority to issue shares for cash. The General Issue will constitute 15.48% of Visual’s issued share capital. This, together with previous issues since the approval of the general authority to issue shares for cash on 26 October 2015, exceeds 5% of the issued share capital at that date. The cumulative percentage is 22.28% of the total issued share capital of the Company. The General Issue shares will be of a class already in issue. The shares will be issued at a 10% discount to the premium of the 30-day volume weighted average price immediately prior to the suspension of trade in the Company’s securities on 1 July 2016 and at the price that the shares were suspended. The terms were accepted by the board of Visual on 26 October 2016. The issue of shares is to a member of the public as defined in the JSE Limited Listings Requirements. The proceeds of the General Issue will be utilised to reduce debt, assist with working capital requirements of the Company and the commencement of developmental projects. Renewal of Cautionary Announcement Shareholders are referred to the cautionary announcement issued on 14 October 2016 and are advised that the Company is still in acquisition negotiations further details of which will be announced in due course. Shareholders are accordingly advised to continue to exercise caution when dealing in their shares until a further announcement is made. Johannesburg 24 November 2016 Designated Advisor Arbor Capital Sponsors Proprietary Limited Date: 24/11/2016 05:47:00 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.