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Results of Annual General Meeting ("AGM")
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")
RESULTS OF ANNUAL GENERAL MEETING ("AGM")
Shareholders are advised that, at the AGM of Visual held on Friday, 5 September 2025, convened in
terms of the notice of AGM contained in the Annual Report for the year ended 28 February 2025, the
voting information is as follows:
Number of ordinary shares represented at the AGM 755 799 835
Total number of issued ordinary shares 1 109 116 671
Percentage of ordinary shares represented at the AGM 68.14%
The resolutions proposed at the AGM, together with the percentage of votes carried for and against
each resolution, are set out below:
Resolution proposed Number of Number of Number of Total number
votes in votes abstentions: of votes
favour: % against: % of % of issued cast: % of
of total total votes share capital issued share
votes cast cast capital
Ordinary Resolutions:
Ordinary resolution 1: Presentation 740 699 835 - 15 100 000 740 699 835
and acceptance of annual financial 100.00% 0.00% 1.36% 66.78%
statements
Ordinary resolution 2:
2.1 To re-elect Mr LT Matlholwa as 739 449 838 1 250 000 15 100 000 740 699 835
director of the Company 99.83% 0.17% 1.36% 66.78%
Ordinary resolution 3:
3.1 To re-elect Dr RR Richards as 706 240 460 1 250 000 48 309 375 707 490 460
director of the company in terms of 99.82% 0.18% 4.36% 63.79%
the Company's policy on non-
executive director tenure
3.2 To re-elect Mr CT Vorster as 739 449 838 1 250 000 15 100 000 740 699 835
director of the company in terms of 99.83% 0.17% 1.36% 66.78%
the Company's policy on non-
executive director tenure
Ordinary resolution 4: To appoint 740 699 835 - 15 100 000 740 699 835
Moore Infinity Incorporation as the 100.00% 0.00% 1.36% 66.78%
independent auditors and to register
Mr Robert Carvalho as the
designated auditor
Ordinary resolution 5:
5.1 To re-elect Mr CT Vorster as 740 699 835 - 15 100 000 740 699 835
member and chairman of the Audit 100.00% 0.00% 1.36% 66.78%
and Risk Committee
5.2 To re-elect Dr RR Richards as 707 490 460 - 48 309 375 707 490 460
member of the Audit and Risk 100.00% 0.00% 4.36% 63.79%
Committee
5.3 To re-elect Mr LT Matlholwa as 740 699 835 - 15 100 000 740 699 835
member of the Audit and Risk 100.00% 0.00% 1.36% 66.78%
Committee
Ordinary resolution 6:
6.1 To re-elect Mr LT Matlholwa as 740 699 835 - 15 100 000 740 699 835
member and chairman of the Social 100.00% 0.00% 1.36% 66.78%
and Ethics Committee
6.2 To re-elect Mr CK Robertson as 740 699 835 - 15 100 000 740 699 835
member of the Social and Ethics 100.00% 0.00% 1.36% 66.78%
Committee
6.3 To re-elect Dr RR Richards as 740 699 835 - 15 100 000 740 699 835
member of the Social and Ethics 100.00% 0.00% 1.36% 66.78%
Committee
Non-binding advisory resolutions:
Advisory resolution 1: To approve the 739 449 838 1 250 000 15 100 000 740 699 835
remuneration policy as set out in the 99.83% 0.17% 1.36% 66.78%
remuneration report of the company
Advisory resolution 2: To approve the 739 449 838 1 250 000 15 100 000 740 699 835
implementation report as set out in 99.83% 0.17% 1.36% 66.78%
the remuneration report of the
company
Special Resolutions:
Special resolution 1: To approve the 740 699 835 - 15 100 000 740 699 835
general authority to allot and issue 100.00% 0.00% 1.36% 66.78%
shares for cash
Special resolution 2: To approve the 740 699 835 - 15 100 000 740 699 835
authority to issue shares, securities 100.00% 0.00% 1.36% 66.78%
convertible into shares or rights that
may exceed 30% of the voting power
of the current issued share capital
Special resolution 3: To approve the 739 449 838 1 250 000 15 100 000 740 699 835
proposed non-executive directors' 99.83% 0.17% 1.36% 66.78%
fees for 2025
Special resolution 4: To approve the 740 699 835 - 15 100 000 740 699 835
general authority to provide financial 100.00% 0.00% 1.36% 66.78%
assistance to related and inter-
related entities in terms of sections 44
and 45 of the Companies Act
Special resolution 5: To approve the 740 699 835 - 15 100 000 740 699 835
general authority to repurchase 100.00% 0.00% 1.36% 66.78%
shares in terms of section 48 of the
Companies Act
By order of the board.
Johannesburg
5 September 2025
Designated Advisor
AcaciaCap Advisors Proprietary Limited
Date: 05-09-2025 04:56:00
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