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Dividend finalisation, proceedings at the annual general meeting and rotation of auditors
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”)
DIVIDEND FINALISATION, PROCEEDINGS AT THE ANNUAL GENERAL MEETING AND ROTATION OF
AUDITORS
1. Dividend finalisation
MultiChoice is pleased to inform shareholders that the MultiChoice South Africa Holdings (Pty) Ltd
(“MCSAH”) dividend was approved at the MCSAH annual general meeting held on Wednesday, 24 August
2022. The Company’s dividend declaration is accordingly unconditional, and the dividend will be paid in
accordance with the timetable set out in the declaration announcement released on the Stock Exchange
News Service of the JSE on 9 June 2022.
2. Proceedings at the Annual General Meeting
At the fourth (4th) annual general meeting of the shareholders of MultiChoice (“AGM”) held on Thursday,
25 August 2022, all ordinary and special resolutions proposed at the AGM were approved by the requisite
majority of votes. In addition, non-binding advisory resolution number 1, relating to the remuneration
policy, achieved 96,35% support. Unfortunately, non-binding advisory resolution number 2, relating to
the endorsement of the Company’s remuneration implementation report, did not achieve the 75%
support level referred to in the King Code.
MultiChoice confirms the voting statistics from the AGM as follows:
Votes cast disclosed as a Number of Shares Shares
percentage of the total Shares voted abstained
number of shares voted at Voted disclosed as disclosed as
the meeting a a
Resolution percentage percentage
of the total of the total
For Against issued issued
shares(1) shares
Ordinary resolution number 1:
Presenting the annual 100,00% 0,00% 362 098 294 81,83% 0,13%
reporting suite
Ordinary resolution number 2: Re-election of directors
2.1 Elias Masilela 99,32% 0,68% 362 098 294 81,83% 0,11%
2.2 Mohamed Imtiaz Ahmed 70,92% 29,08% 362 098 294 81,83% 0,11%
Patel
2.3 Louisa Stephens 99,22% 0,78% 362 098 294 81,83% 0,11%
Ordinary resolution number 3: Appointment of independent auditor
3.1 PwC for period ending 31 96,26% 3,74% 362 098 294 81,83% 0,11%
March 2023
3.2 EY for period ending 31 99,97% 0,03% 362 098 294 81,83% 0,11%
March 2024
Ordinary resolution number 4: Appointment of audit committee members
4.1 Louisa Stephens (chair) 99,38% 0,62% 362 098 294 81,83% 0,11%
4.2 Elias Masilela 97,77% 2,23% 362 098 294 81,83% 0,11%
4.3 James Hart du Preez 96,99% 3,01% 362 098 294 81,83% 0,11%
4.4 Christine Mideva Sabwa 99,43% 0,57% 362 098 294 81,83% 0,11%
Ordinary resolution number 5:
General authority to issue 82,39% 17,61% 362 098 294 81,83% 0,11%
shares for cash
Ordinary resolution number 6:
Authorisation to implement 99,99% 0,01% 362 098 294 81,83% 0,52%
resolutions
Non-binding advisory resolution number 1:
Endorsement of the Company’s 96,35% 3,65% 362 098 294 81,83% 0,54%
remuneration policy
Non-binding advisory resolution number 2(2):
Endorsement of the 68,30% 31,70% 362 098 294 81,83% 0,55%
remuneration implementation
report
Special resolution number 1:
Approval of the remuneration 88,83% 11,17% 362 098 294 81,83% 0,54%
of non-executive directors
Special resolution number 2:
General authority to 92,45% 7,55% 362 098 294 81,83% 0,13%
repurchase shares
Special resolution number 3:
General authority to provide 96,33% 3,67% 362 098 294 81,83% 0,52%
financial assistance in terms of
section 44 of the Companies
Act
Special resolution number 4:
General authority to provide 96,54% 3,46% 362 098 294 81,83% 0,52%
financial assistance in terms of
section 45 of the Companies
Act
(1) Total issued shares is 442 512 678.
(2) Shareholders are advised that non-binding advisory resolution number 2 (the endorsement of the
Company’s remuneration implementation report) was voted against by more than 25% of
MultiChoice’s shareholders (“dissenting shareholders”), mainly as a result of it being based on the
remuneration policy from the prior year, which did not enjoy shareholder support.
The board and the remuneration committee invite those dissenting shareholders to engage with the
Company by forwarding their concerns/questions on the remuneration implementation report to the
Company Secretary in writing by email to agm@multichoice.com by close of business on Friday,
23 September 2022. We will respond post the deadline to those that have made submissions.
3. Rotation of Auditors – phased transition to comply with MAFR
Shareholders are advised that in accordance with the Independent Regulatory Board for Auditors
requirements to comply with mandatory audit firm rotation (MAFR) with effect from 1 April 2023,
MultiChoice has appointed Ernst & Young Inc. ("EY") as the external auditors of the Group, for the period
1 April 2023 until the next annual general meeting of the shareholders of the Company. The appointment
of EY was approved by shareholders at the AGM held on 25 August 2022. The incumbent external auditors,
PricewaterhouseCoopers Inc., will continue to act as external auditors of the Group for the financial year
ending 31 March 2023 to allow for a smooth transition and will retire on the conclusion of the audit of
the financial year ending 31 March 2023.
Randburg
25 August 2022
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: 25-08-2022 03:42:00
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