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Report on proceedings at the annual general meeting
MULTICHOICE GROUP LIMITED
(formerly MultiChoice Group Proprietary Limited and K2018473845 (South Africa) Proprietary Limited)
(incorporated in the Republic of South Africa)
(Registration number: 2018/473845/06)
JSE Share Code: MCG ISIN: ZAE000265971
("MultiChoice" or "the Company")
REPORT ON PROCEEDINGS AT THE ANNUAL GENERAL MEETING
At the first (1st) annual general meeting ("AGM") of the shareholders of MultiChoice held on Thursday,
29 August 2019, all ordinary and special resolutions proposed at the meeting were approved by the
requisite majority of votes save for ordinary resolution number 4 which did not pass in terms of the JSE
Limited ("JSE") Listings requirements.
MultiChoice confirms the voting statistics from the AGM as follows:
Resolutions Votes cast disclosed Number of Shares Shares
as a percentage in shares voted voted abstained
relation to the total disclosed disclosed
number of shares as a as a
voted at the meeting percentage percentage
in relation in relation
For Against to the total to the total
issued issued
shares (1) shares (1)
Ordinary resolution number 1: Re-election of directors:
1.1 Donald Gordon Eriksson 73.28 26.72 342138978 77.96 1.80
1.2 Timothy Neil Jacobs 99.55 0.45 342159751 77.97 1.80
1.3 Francis Lehlohonolo Napo 99.37 0.63 342163304 77.97 1.80
Letele
1.4 Jabulane Albert Mabuza 86.77 13.23 342162464 77.97 1.80
1.5 Elias Masilela 99.38 0.62 342163304 77.97 1.80
1.6 Calvo Phedi Mawela 99.57 0.43 342163304 77.97 1.80
1.7 Kgomotso Ditsebe Moroka 94.98 5.02 342065274 77.95 1.82
1.8 Stephan Joseph Zbigniew Pacak 62.72 37.28 339192121 77.29 2.48
1.9 Mohamed Imtiaz Ahmed Patel 76.98 23.02 341891962 77.91 1.86
1.10 Christine Mideva Sabwa 100 0 342163290 77.97 1.80
1.11 Fatai Adegboyega Sanusi 99.89 0.11 342163290 77.97 1.80
1.12 Louisa Stephens 99.62 0.38 342163623 77.97 1.80
1.13 John James Volkwyn 96.04 3.96 342163565 77.97 1.80
Ordinary resolution number 2:
Reappointment of independent 60.61 39.39 342163993 77.97 1.80
auditor (2)
Ordinary resolution number 3: Appointment of audit committee members:
3.1 Stephan Joseph Zbigniew Pacak 80.57 19.43 349954708 79.75 0.01
(chair)
3.2 Donald Gordon Eriksson 71.98 28.02 349954891 79.75 0.01
3.3 Christine Mideva Sabwa 100 0 349975956 79.75 0.02
3.4 Louisa Stephens 99.65 0.35 349976374 79.75 0.02
Ordinary resolution number 4 (2)
General authority to issue shares 61.65 38.35 342129390 77.96 1.81
for cash
Non-binding advisory resolution number 1 (3)
Endorsement of the Company's 50.26 49.74 342128773 77.96 1.81
remuneration policy
Non-binding advisory resolution number 2 (3)
Endorsement of the 44.73 55.27 340680355 77.63 2.14
implementation of the Company's
remuneration policy
Special resolution number 1: Approval of the remuneration of non-executive directors
1.1 Non-executive R540 000 99.57 0.43 349942146 79.74 0.03
director
1.2 Audit committee: R420 000 99.82 0.18 349942146 79.74 0.03
Chair
1.3 Member of audit R210 000 99.81 0.19 349958988 79.75 0.02
committee
1.4 Risk committee: R250 000 99.82 0.18 349942146 79.74 0.03
Chair
1.5 Member of risk R125 000 99.82 0.18 349920621 79.74 0.03
committee
1.6 Remuneration R295 000 99.82 0.18 349940158 79.74 0.03
committee: Chair
1.7 Member of R147 500 99.82 0.18 349942146 79.74 0.03
remuneration
committee
1.8 Nomination R200 000 99.82 0.18 349942145 79.74 0.03
committee: Chair
1.9 Member of the R100 000 99.82 0.18 349942101 79.74 0.03
nomination
committee
1.10 Social and ethics R230 000 99.82 0.18 349862415 79.72 0.03
committee: Chair
1.11 Member of social R115 000 99.82 0.18 349942111 79.74 0.03
and ethics
committee
Special resolution number 2:
General authority to repurchase 98.32 1.68 342117695 77.96 1.81
shares
Special resolution number 3:
General authority to provide 87.00 13.00 349942920 79.74 0.03
financial assistance in terms of
section 44 of the Act
Special resolution number 4:
General authority to provide 98.11 1.89 349942920 79.74 0.03
financial assistance in terms of
section 45 of the Act
Ordinary resolution number 5:
Authorisation to implement 99.98 0.02 349676809 79.68 0.09
resolutions
Notes:
(1) Total issued shares is 438 837 468.
(2) Shareholders are advised that ordinary resolution number 4 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 number 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, 20 September 2019. We will respond post the deadline to those
that have made submissions.
Randburg
30 August 2019
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: 30/08/2019 12:15:00
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