VISUAL INTERNATIONAL HOLDINGS LIMITED - Non-binding Offer Received from Serowe Industries Proprietary Limited

Non-binding Offer Received from Serowe Industries Proprietary Limited

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")

NON-BINDING OFFER RECEIVED FROM SEROWE INDUSTRIES PROPRIETARY LIMITED

Shareholders are advised that Visual has received a non-binding offer ("NBO"),
incorporating a request for exclusivity, from Serowe Industries Proprietary Limited
("Serowe"), a private investment and development company, in respect of the
potential subscription for a minority equity interest ("Expression of Interest") to acquire
up to 34.9% of the issued ordinary share capital of Visual International for an indicative
subscription consideration of R60,000,000 (sixty million rand).

The proposed transaction is subject to:

-   The satisfactory completion of a due diligence investigation within 40 business days
    of all required information being provided;
-   Submission of a binding offer within 20 business days following completion of the
    investigation;
-   Serowe successfully raising the capital required to finance the purchase price from
    the capital markets; and
-   The conclusion of all definitive transaction agreements.

The transaction will be further subject to compliance with the JSE Listings
Requirements, the Companies Act, 2008 and the Takeover Regulation Panel
processes, to the extent applicable. Furthermore, Visual has granted Serowe a period
of exclusivity of 40 business days, during which time the Company will not engage in
negotiations with third parties regarding a subscription for equity, other than a small
issue of shares for cash for R2 million by way of a bookbuild, details of which will be
separately announced. Serowe will be invited to participate in the bookbuild.

Rationale for the Transaction
The Board of Visual International believes that the proposed investment by Serowe
has the potential to strengthen the Company's financial position, unlock growth
opportunities, and enhance value for shareholders. Serowe will bring access to equity
and debt funding, industry knowledge, and a proven track record of delivering value-
adding strategic and operational support, which is expected to accelerate the
Company's growth trajectory.
Additional Information
Shareholders are reminded that the expression of interest is non-binding and will only
proceed if a binding offer is submitted, board, regulatory and shareholder approvals
are obtained, where required, and the required agreements are concluded.

The Company will keep shareholders updated on further developments as the process
unfolds.

A cautionary announcement has not been issued as all the current available
information has been published and is in the public domain.

By order of the Board
Johannesburg
16 September 2025

Designated Advisor
caciaCap Advisors Proprietary Limited

Date: 16-09-2025 08:10:00
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