MULTICHOICE GROUP LIMITED - Proceedings at the annual general meeting and appointment of directors

Proceedings at the annual general meeting and appointment of directors

MULTICHOICE GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 2018/473845/06)
JSE Share Code: MCG ISIN: ZAE000265971
(“MultiChoice” or “the Company” or “the Group”)

PROCEEDINGS AT THE FY23 ANNUAL GENERAL MEETING AND APPOINTMENT OF DIRECTORS

1. Proceedings at the Annual General Meeting

At the fifth (5th) annual general meeting of the shareholders of MultiChoice (“AGM”) held on Thursday, 24
August 2023, all ordinary and special resolutions proposed at the AGM were approved by the requisite
majority of votes, save for ordinary resolution number 6 (General authority to issue shares for cash) which
fell short of the 75% threshold.

In addition, non-binding advisory resolution number 1 and 2, relating to the remuneration policy and
endorsement of the Company’s remuneration implementation report, achieved 97.74% and 95.68%
support respectively.

MultiChoice confirms the voting statistics from the AGM as follows:


                                   Votes cast disclosed as a                      Shares voted    Shares
                                   percentage of the total                        disclosed as    abstained
                                   number of shares voted at                      a percentage    disclosed as a
                                   the meeting                                    of the total    percentage
                                                                  Number of       issued          of the total
Resolution                         For                Against     Shares Voted    shares(1)       issued shares

Ordinary resolution number 1:

Presenting the annual              100.00%            0%          358 171 994     80.94%          0.21%
reporting suite

Ordinary resolution number 2: Election of directors

2.1 Deborah Klein                  99.83%             0.17%       358 171 994     80.94%          14.13%
2.2 Andrea Zappia                  98.49%             1.51%       358 171 994     80.94%          14.13%

Ordinary resolution number 3: Re-election of directors

3.1 Kgomotso Ditsebe Moroka        86.10%             13.90%      358 171 994     80.94%          0.20%    
3.2 Christine Mideva Sabwa         99.90%             0.10%       358 171 994     80.94%          0.12%
     
Ordinary resolution number 4: Appointment of independent auditor

EY for period ending August 2024   99.99%             0.01%       358 171 994     80.94%          0.12%

Ordinary resolution number 5: Appointment of audit committee members

5.1 Louisa Stephens (chair         99.84%             0.16%       358 171 994     80.94%          0.12%
    of the committee)
5.2 Elias Masilela                 98.79%             1.21%       358 171 994     80.94%          0.12%
5.3 James Hart du Preez            99.90%             0.10%       358 171 994     80.94%          0.12%
5.4 Christine Mideva Sabwa         99.90%             0.10%       358 171 994     80.94%          0.12%
    
Ordinary resolution number 6:

General authority to issue         66.98%             33.02%      358 171 994     80.94%          0.12%
shares for cash

Ordinary resolution number 7:

Authorisation to implement         100.00%            0.00%       358 171 994     80.94%          0.12%
resolutions

Non-binding advisory resolution number 1:

Endorsement of the                 97.74%             2.26%       358 171 994     80.94%          0.22%
Company’s remuneration     
policy

Non-binding advisory resolution number 2:

Endorsement of the                 95.68%             4.32%       358 171 994     80.94%          0.24%
remuneration
implementation report

Special resolution number 1:

Approval of the                    84.16%             15.84%      358 171 994     80.94%          0.17%
remuneration of non-
executive directors

Special resolution number 2:

General authority to               82.14%             17.86%      358 171 994     80.94%          0.12%
repurchase shares

Special resolution number 3:

General authority to provide       97.18%             2.82%       358 171 994     80.94%          0.12%
financial assistance in terms
of section 44 of the
Companies Act

Special resolution number 4:

General authority to provide       97.19%             2.81%       358 171 994     80.94%          0.12%
financial assistance in terms
of section 45 of the
Companies Act

(1) Total issued shares are 442 512 678.

2. Appointment of new directors

The appointments of Mr Andrea Zappia and Ms Deborah Klein as independent non-executive directors of
the Company with effect from 1 September 2023 were approved at the abovementioned AGM.
Shareholders are further advised that Ms Deborah Klein will also be appointed as a member of the
Company’s remuneration committee with effect from 1 September 2023.
The special resolution/s will, where necessary, be lodged for registration with the Companies and
Intellectual Property Commission in due course.

Randburg
24 August 2023

Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)

Important notice

Shareholders should take note that, pursuant to a provision of the MultiChoice memorandum of
incorporation, MultiChoice is permitted to reduce the voting rights of shares in MultiChoice (including
MultiChoice shares deposited in terms of the American Depositary Share ("ADS") facility) so that the
aggregate voting power of MultiChoice shares that are presumptively owned or held by foreigners to
South Africa (as envisaged in the MultiChoice memorandum of incorporation) will not exceed 20% of the
total voting power in MultiChoice. This is to ensure compliance with certain statutory requirements
applicable to South Africa. For this purpose, MultiChoice will presume in particular that:

    •   all MultiChoice shares deposited in terms of the MultiChoice ADS facility are owned or held by
        foreigners to South Africa, regardless of the actual nationality of the MultiChoice ADS holder; and
    •   all shareholders with an address outside of South Africa on the register of MultiChoice will be
        deemed to be foreigners to South Africa, irrespective of their actual nationality or domicilium,
        unless such shareholder can provide proof, to the satisfaction of the MultiChoice board, that it
        should not be deemed to be a foreigner to South Africa, as envisaged in article 40.1.3 of the
        MultiChoice memorandum of incorporation.

Shareholders are referred to the provisions of the MultiChoice memorandum of incorporation available
at www.multichoice.com for further detail. If shareholders are in any doubt as to what action to take, they
should seek advice from their broker, attorney, or other professional adviser.

Date: 24-08-2023 04:00:00
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