MULTICHOICE GROUP LIMITED - Update on Reorganisation of South African Operations and Implementation of Canal+ Mandatory Offer

Update on Reorganisation of South African Operations and Implementation of Canal+ Mandatory Offer

MULTICHOICE GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 2018/473845/06)
JSE and A2X Share code: MCG
ISIN: ZAE000265971
("MultiChoice" and "MCG")


UPDATE ON REORGANISATION OF SOUTH AFRICAN OPERATIONS AND IMPLEMENTATION
OF CANAL+ MANDATORY OFFER


INTRODUCTION

The shareholders of MultiChoice are referred to:

-   the combined circular published by Groupe Canal+ S.A ("Canal+") and MultiChoice dated
    4 June 2024 ("Combined Circular") setting out the terms and conditions of the mandatory
    offer by Canal+ to acquire all the issued ordinary shares of MCG not already owned by
    Canal+, excluding treasury shares, from MCG Shareholders for a consideration of
    ZAR125.00 per share, payable in cash ("the Mandatory Offer"); and

-   the joint announcements related to the Mandatory Offer released subsequently by Canal+
    and MCG on the Stock Exchange News Service of the JSE Limited and the A2X News
    Service.

RESULTS OF THE PHUTHUMA NATHI GENERAL MEETING

MultiChoice is pleased to announce that the shareholders of Phuthuma Nathi Investments
(RF) Limited ("Phuthuma Nathi") have approved the necessary shareholder resolutions in
connection with the proposed reorganisation (the "Reorganisation") of MultiChoice South
Africa Holdings Proprietary Limited. These resolutions were set out in the circular distributed
to Phuthuma Nathi shareholders on 4 August 2025 and were tabled at the general meeting of
Phuthuma Nathi shareholders held on 26 August 2025. Shareholders are referred to the
detailed results announcement published today by Phuthuma Nathi for further information
(including the level of support for each of the resolutions).

The Reorganisation is to be undertaken in consequence of Canal+'s Mandatory Offer for
MultiChoice, and forms part of the conditions imposed by the South African Competition
Tribunal when approving the Mandatory Offer. MultiChoice is confident that the
Reorganisation, and the Mandatory Offer, will be implemented in accordance with the
previously announced timeline.

RESPONSIBILITY STATEMENTS

The independent board of MultiChoice, individually and collectively, accepts full responsibility
for the accuracy of the information contained in this announcement, to the extent that it relates
to MultiChoice, and confirms that, to the best of its knowledge and belief, such information
relating to MultiChoice is true and that this announcement does not omit anything that is likely
to affect the importance of the information contained herein.
                                                                                      2

Randburg
26 August 2025

Sponsor
Merchantec Capital

Legal advisors to MultiChoice
Webber Wentzel

Advisors to MultiChoice on Competition and Broadcasting matters:
Werksmans and Herbert Smith Freehills Kramer

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 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.

Date: 26-08-2025 03:32:00
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