Specific Issue of Shares for Cash to Zigzag SA Investments 1 Limited and AM Associates VISUAL INTERNATIONAL HOLDINGS LIMITED (Incorporated in the Republic of South Africa) (Registration number 2006/030975/06) ISIN Code: ZAE000187407 Share code: VIS (“Visual” or “the Company”) SPECIFIC ISSUE OF SHARES FOR CASH (“Specific Issue”) TO ZIGZAG SA INVESTMENTS 1 LIMITED (“ZIGZAG”) AND AM ASSOCIATES THE DAVIDWORTH GROUP PROPRIETARY LIMITED (“AM ASSOCIATES”) TOGETHER (“the Subscribers”) 1. Introduction Shareholders are hereby advised that, subject to certain conditions precedent, the Company has entered into a subscription agreement with Zigzag and AM Associates (“the Subscribers”) in terms of which the Subscribers have agreed to subscribe for 303 030 304 ordinary Visual shares for cash at an issue price of 3.63 cents per share for a consideration of R11 million. The shares to be issued pursuant to the Specific Issue will result in the Subscribers holding 53.04% of the entire issued share capital of Visual after the Specific Issue, subject to the conditions precedent. Neither Zigzag nor AM Associates will hold more than 35% of the issued share capital of Visual and a mandatory offer will not be triggered by the subscription. The Subscribers are both investment holding companies that seek investments in property holding and development businesses, amongst other things. Neither Investor is considered to be a related party to Visual in terms of the JSE Listings Requirements. The subscription price in respect of the Specific Issue is at an 81.5% premium to the 30- day volume weighted average share price of 2 cents per share at 11 June 2018, being the last date of trade prior to the suspension of the Company and the reference price used by the board on 11 March 2019, being the date that the Board approved the Specific Issue of shares. The shares to be issued will rank pari passu with the existing shares in issue and will be of a class already in issue. The Specific Issue will have no impact on the financial statements of the Company other than the subscription of shares for cash. 2. Intended use of funds The Company will use the proceeds of the Specific Issue as follows: - R1.04 million will be repaid to Mosegedi in terms of the unwind of the acquisition of 31.2% of Mosegedi and Associates Proprietary Limited as first announced on SENS on 16 February 2018; and - the balance will be used to fund the working capital requirements of the Company and the costs associated with the subscription and the circular. 3. Conditions precedent The Specific Issue will be subject to the fulfilment of various suspensive conditions on or before 22 March 2019, including, amongst others: 3.1 the Subscribers declaring that they are satisfied with the results of the due diligence investigation; 3.2 the Board of Directors of Visual (“the Board”) approving the nomination of Messrs Andrew Alli and Andrew Mari (or their nominees) as non-executive directors of the Company, subject to the Subscription Consideration being received; 3.3 the Company and Mosegedi concluding an agreement (“Cancellation Agreement”), whereby the agreement entered into between the Company and Mosegedi on 28 February 2017 (“Mosegedi Agreement”), is cancelled. The Cancellation Agreement must contain inter alia the following terms: 3.3.1 delivery by the Company to the Attorneys of Mosegedi’s 31.2% shares held by the Company; 3.3.2 delivery by Mosegedi of 106 000 000 shares to Visual and Visual to proceed with the cancellation and delisting of the 106 million shares from the JSE; and 3.3.3 LT Matlholwa to resign as non-executive director of the Company; 3.4 more than 75% of the shareholders of the Company having duly approved the subscription of shares, subject to the appropriate JSE approval; and 3.5 the Company having been unsuspended by the JSE or such later date as agreed by the parties. 4. Documentation and Section 60 notice In terms of paragraph 5.51(g) of the JSE Listings Requirements, the Specific Issue requires the approval by way of an ordinary resolution (requiring at least a 75% majority of the votes cast in favour of such resolution) by all Visual shareholders. Such shareholder approval will be sought in terms of Section 60 of the Companies Act, 71 of 2008. The Company will distribute a circular to shareholders detailing the Specific Issue of shares for cash within 60 days of this announcement in accordance with the JSE Listings Requirements, subject to the conditions precedent being met or waived. A further SENS announcement will be published in due course 5. Section 122 Notice Notices in terms of Section 122 of the Act will be published on the completion or waiver of the remaining Conditions Precedent noted above. 6. Withdrawal of cautionary announcement Shareholders are referred to the cautionary announcement published on SENS on 5 March 2019 and are advised that following this announcement, the cautionary announcement is withdrawn. Cape Town 12 March 2019 Designated Advisor Arbor Capital Sponsors Proprietary Limited Date: 12/03/2019 05:13:00 Produced by the JSE SENS Department. 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