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Proceedings at the FY24 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" or "the Group")
PROCEEDINGS AT THE FY24 ANNUAL GENERAL MEETING
1. Proceedings at the Annual General Meeting
At the sixth (6th) annual general meeting of the shareholders of MultiChoice ("AGM") held on Wednesday,
28 August 2024, all ordinary and special resolutions proposed at the AGM were approved by the requisite
majority of votes. Ordinary resolution 2.3, relating to the re-election of John James (Jim) Volkwyn as a
director, was withdrawn given his decision not to seek re-election.
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 the required support.
MultiChoice confirms the voting statistics from the AGM as follows:
Resolution 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
percentage percentage
of the total of the total
For Against issued issued
shares(1) shares(1)
Ordinary resolution number 1:
Presenting the annual 100% 0% 395 357 256 89.40% 0.01%
reporting suite
Ordinary resolution number 2: Re-election of directors
2.1 James Hart du Preez 99.89% 0.11% 395 357 256 89.40% 0.00%
2.2 Dr Fatai Sanusi 99.89% 0.11% 395 357 256 89.40% 0.00%
2.3 John James Volkwyn WITHDRAWN
(withdrawn)
Ordinary resolution number 3: Appointment of independent auditor
Re-appointment of Ernst & 99.63% 0.37% 395 357 256 89.40% 0.00%
Young Incorporated until
the next annual general
meeting.
Ordinary resolution number 4: Appointment of audit committee members
4.1 Louisa Stephens (chair 99.89% 0.11% 395 357 256 89.40% 0.00%
of the committee)
4.2 James Hart du Preez 99.89% 0.11% 395 357 256 89.40% 0.00%
4.3 Christine Mideva 99.89% 0.11% 395 357 256 89.40% 0.00%
Sabwa
Ordinary resolution number 5:
Authorisation to implement 100.00% 0.00% 395 357 256 89.40% 0.00%
resolutions
Non-binding advisory resolution number 1: Endorsement of the remuneration policy
Endorsement of the 93.64% 6.36% 395 357 256 89.40% 17.89%
Company's remuneration
policy
Non-binding advisory resolution number 2: Endorsement of the implementation of the remuneration
policy
Endorsement of the 76.35% 23.65% 395 357 256 89.40% 0.00%
implementation of the
remuneration
Special resolution number 1:
Approval of the 85.90% 14.10% 395 357 256 89.40% 0.00%
remuneration of non-
executive directors
Special resolution number 2:
To approve generally the 96.60% 3.40% 395 357 256 89.40% 0.00%
provision of financial
assistance in terms of
section 44 of the
Companies Act.
Special resolution number 3:
To approve generally the 96.66% 3.34% 395 357 256 89.40% 0.00%
provision of financial
assistance in terms of
section 45 of the
Companies Act.
(1) Total issued shares in issue amounted to 442 512 678.
Randburg
28 August 2024
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.
Shareholders are further referred to the ruling issued by the Takeover Regulation Panel on 27 February
2024, which ruling deals with the MultiChoice memorandum of incorporation. Shareholders can access the
ruling on the Company's website at https://www.investors.multichoice.com/regulatory.php.
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: 28-08-2024 05:00:00
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