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Dividend finalisation and report on proceedings at the Annual General Meeting
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")
DIVIDEND FINALISATION AND REPORT ON PROCEEDINGS AT THE ANNUAL GENERAL MEETING
The Company is pleased to inform shareholders that the MultiChoice South Africa Holdings (Pty) Ltd
(“MCSAH”) shareholders approved the MCSAH dividend at the MCSAH annual general meeting held on
Wednesday, 25 August 2021. 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.
At the third (3rd) annual general meeting (“AGM”) of the shareholders of MultiChoice held on Thursday,
26 August 2021, all ordinary and special resolutions proposed at the meeting were approved by the
requisite majority of votes save for ordinary resolution number 6, relating to the general authority to issue
shares for cash, which did not pass with the requisite 75% approval required in terms of the JSE Limited
(“JSE”) Listings requirements. In addition, the non-binding advisory resolutions 1 and 2 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 a
Resolution a 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% 352,236,152 79.60% 0.24%
reporting suite
Ordinary resolution number 2:
Election of James Hart du Preez 99.36% 0.64% 352,364,060 79.63% 0.21%
as an independent non-
executive director
Ordinary resolution number 3: Re-election of directors
Christine Mideva Sabwa 99.30% 0.70% 352,365,224 79.63% 0.21%
Fatai Adegboyega Sanusi 99.30% 0.70% 352,365,224 79.63% 0.21%
John James Volkwyn 65.89% 34.11% 352,364,060 79.63% 0.21%
Ordinary resolution number 4:
Reappointment of independent 70.03% 29.97% 352,365,493 79.63% 0.21%
auditor
Ordinary resolution number 5: Appointment of audit committee member
Louisa Stephens (chair) 98.97% 1.03% 352,362,896 79.63% 0.21%
James Hart du Preez 97.67% 2.33% 352,362,605 79.63% 0.21%
Elias Masilela 97.80% 2.20% 352,364,060 79.63% 0.21%
Christine Mideva Sabwa 100.00% 0.00% 352,364,060 79.63% 0.21%
Ordinary resolution number 6(2):
General authority to issue 67.84% 32.16% 352,367,321 79.63% 0.21%
shares for cash
Non-binding advisory resolution number 1(3):
Endorsement of the Company’s 35.77% 64.23% 352,306,068 79.61% 0.22%
remuneration policy
Non-binding advisory resolution number 2(3):
Endorsement of the 35.49% 64.51% 351,574,810 79.45% 0.39%
implementation of the
Company’s remuneration
policy
Special resolution number 1:
Approval of the remuneration 82.00% 18.00% 352,271,723 79.61% 0.23%
of non-executive directors
Special resolution number 2:
General authority to 94.08% 5.92% 352,325,405 79.62% 0.22%
repurchase shares
Special resolution number 3:
General authority to provide 92.55% 7.45% 352,365,793 79.63% 0.21%
financial assistance in terms of
section 44 of the Companies
Act
Special resolution number 4:
General authority to provide 96.19% 3.81% 352,363,711 79.63% 0.21%
financial assistance in terms of
section 45 of the Companies
Act
Ordinary resolution number 7:
Authorisation to implement 100.00% 0.00% 352,365,260 79.63% 0.21%
resolutions
(1) Total issued shares is 442 512 678.
(2) Shareholders are advised that ordinary resolution number 6 relating to the general authority to issue
shares for cash did not receive 75% of the votes cast in favour of the resolution as required by the JSE
Listings Requirements.
(3) Shareholders are advised that the non-binding advisory resolutions numbers 1 and 2 (the
remuneration policy and the implementation of the remuneration policy, respectively) were voted
against by more than 25% of MultiChoice’s shareholders present in person or represented by proxy
at the AGM (“dissenting shareholders”).
The board and the remuneration committee invite those dissenting shareholders to engage with the
Company by forwarding their concerns/questions on the remuneration policy and the implementation
thereof to the Company Secretary in writing by email to agm@multichoice.com by close of business on
Friday, 17 September 2021. We will respond post the deadline to those that have made submissions.
Randburg
26 August 2021
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: 26-08-2021 05:50:00
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