VISUAL INTERNATIONAL HOLDINGS LIMITED - Further Announcement: Voting Results in Respect of Specific Issue of Shares for Cash

Further Announcement: Voting Results in Respect of Specific Issue of Shares for Cash

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

FURTHER ANNOUNCEMENT: VOTING RESULTS IN RESPECT OF SPECIFIC ISSUE OF SHARES FOR CASH


Shareholders are referred to the announcement released on SENS on 22 October 2018 advising of
the approval of the specific issue of shares for cash to Robco Holdings Proprietary Limited (“Robco”)
and TLP Investments One Five Four Proprietary Limited (“TLP Investments”) by the requisite majority of
Visual shareholders by written consent in terms of section 60 of the Companies Act, 71 of 2008 (“the
Notice”).

Shareholders are also referred to the announcement released on SENS on 9 May 2018 advising of the
agreement entered into between Visual and shareholders of Mosegedi & Associates Proprietary
Limited (“Mosegedi”) for the cancellation of the acquisition of 31.2% of Mosegedi, ab initio, and the
return of 106 000 000 shares (“Mosegedi Shares”) to the share capital of the Company for
cancellation.

The resolutions proposed in terms of the Notice, together with the percentage of votes carried for
and against each resolution, are set out in Table 1 (excluding the Mosegedi Shares) and Table 2
(including the Mosegedi Shares), respectively, below:

Table 1 (excluding Mosegedi Shares)

                                                 % of shares
                                                       voted                                        Abstain
                                       Total     relative to            For          Against   (% of issued
                                   number of    total shares    (% of total      (% of total          share
    Resolution proposed           votes cast        in issue*    votes cast)      votes cast)       capital)

    Ordinary Resolution 1        195 390 684           75.25%   195 390 684                -              -
    Specific issue of shares                                           (100%)
    for cash to Robco
    Ordinary Resolution 2        195 390 684           75.25%   195 390 684                -              -
    Specific issue of shares                                           (100%)
    for cash to TLP
    Investments
    Ordinary Resolution 3        195 390 684           75.25%   195 390 684                -              -
    Enabling resolution                                                (100%)

*     Based on 374 265 547 shares in issue, excluding the Mosegedi Shares and shares held by the
      Charson Family Trust and the Montana Trust, being associates of Robco and which holds
      7 616 726 shares and 1 000 000 shares, respectively.

Table 2 (including Mosegedi Shares)

                                              % of shares
                                                    voted                                        Abstain
                                     Total    relative to             For         Against   (% of issued
                                 number of   total shares     (% of total     (% of total          share
    Resolution proposed         votes cast       in issue*     votes cast)     votes cast)       capital)

    Ordinary Resolution 1      279 064 017          76.32%    279 064 017               -              -
    Specific issue of shares                                         (100%)
    for cash to Robco
    Ordinary Resolution 2      279 064 017          76.32%    279 064 017               -              -
    Specific issue of shares                                         (100%)
    for cash to TLP
    Investments
    Ordinary Resolution 3      279 064 017          76.32%    279 064 017               -              -
    Enabling resolution                                              (100%)

*     Based on 374 265 547 shares in issue, excluding the shares held by the Charson Family Trust and
      the Montana Trust, being associates of Robco and which holds 7 616 726 shares and 1 000 000
      shares, respectively.

Cape Town
26 October 2018

Designated Advisor
Arbor Capital Sponsors Proprietary Limited

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