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MULTICHOICE GROUP LIMITED - Dealings in Securities by Directors, Directors of Major Subsidiaries, The Group Company Secretary and Share Plan

Release Date: 26/06/2025 17:36
Code(s): MCG     PDF:  
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Dealings in Securities by Directors, Directors of Major Subsidiaries, The Group Company Secretary and Share Plan

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")


DEALINGS IN SECURITIES BY DIRECTORS, DIRECTORS OF MAJOR SUBSIDIARIES, THE GROUP
COMPANY SECRETARY AND THE RESTRICTED SHARE PLAN TRUST


In compliance with the JSE Limited Listings Requirements, the following information relating to
dealings in securities by directors, directors of a major subsidiary, the group company secretary and
the Irdeto Restricted Share Unit Plan are disclosed:

Director                                :   Doug Lowther

Company                                 :   MultiChoice Africa Holdings B.V.

                                            (a major subsidiary of MultiChoice)

Date of transaction                     :   20 June 2025

Nature of transaction                   :   In terms of the Irdeto Restricted Share Unit Plan, Doug Lowther
                                            was awarded 1 451 RSUs on 20 June 2022 prior to his
                                            appointment as a major subsidiary director. They vested on 20
                                            June 2025.

                                            Doug Lowther exercised 1 451 RSUs in terms of the above
                                            named scheme and received 6 926 MultiChoice ordinary
                                            shares in settlement of the gain on the RSUs at 30.25US$:
                                            R18.14680184 exchange rate as at 19 June 2025 and based on
                                            the closing price of a MultiChoice ordinary share on 19 June
                                            2025 being R115.00. Doug Lowther then sold 3 452 of the
                                            MultiChoice ordinary shares on market to cover his tax
                                            obligation and took ownership of the balance of 3 474
                                            MultiChoice ordinary shares.

RSU award price                         :   1 451 RSUs at $0

RSU strike price                        :   $30.25

RSU value gained                        :   $43 892.75 (R796 513.04)

Class of securities                     :   Ordinary shares

Number of securities received           :   6 926 shares

Number of securities sold               :   3 452 shares

Selling price per share                 :   R115.41

Value of transaction                    :   R398 395.32
Nature of interest                      :   Direct, beneficial

Clearance obtained                      :   Clearance has been received in terms of paragraph 3.66 of the
                                            JSE Listings Requirements


Director                                :   Yotasha Akoo
  
Company                                 :   MultiChoice Africa Holdings B.V.

                                            (a major subsidiary of MultiChoice)

Date of transaction                     :   20 June 2025

Nature of transaction                   :   In terms of the Irdeto Restricted Share Unit Plan, Yotasha Akoo
                                            was awarded 743 RSUs on 20 June 2022 prior to her
                                            appointment as a major subsidiary director. They vested on 20
                                            June 2025.

                                            Yotasha Akoo exercised 743 awards (vesting on the above
                                            stated date) in terms of the abovenamed Irdeto RSU plan and
                                            received 3 546 MultiChoice ordinary shares in settlement of
                                            the gain (determined by translating the gain on the awards at
                                            a US$30.25: R18.14680184 exchange rate as at 19 June 2025
                                            and based on the closing price of a MultiChoice ordinary share
                                            on 19 June 2025 being R115.00. Yotasha Akoo then sold 3 546
                                            MultiChoice ordinary shares on market.

Irdeto RSU award price                  :   743 RSUs at $0

Irdeto RSU strike price                 :   US$30.25

Irdeto RSU value gained                 :   US$22 475.75 (R407 862.98)

Class of securities                     :   Ordinary shares

Number of securities received           :   3 546 shares

Number of securities sold               :   3 456 shares

Price per share                         :   R115.51

Value of transaction                    :   R409 598.46
 
Nature of interest                      :   Direct, beneficial

Clearance obtained                      :   Clearance has been received in terms of paragraph 3.66 of the
                                            JSE Listings Requirements


Name of share scheme                   :   The Irdeto Restricted Share Unit Plan
Date of transaction                    :   20 June 2025
Nature of transaction                  :   On-market purchase of ordinary shares
Number of securities                   :   97 396
Class of securities                    :   Ordinary shares
Highest purchase price per share       :   R115.51
Lowest purchase price per share        :   R115.41
Volume weighted average purchase       :   R115.4976
price
Value of purchase                      :   R11 249 006.76
Clearance obtained                     :   Yes
Nature of interest                     :   Direct, non- beneficial

Director                               :   Calvo Mawela
Company                                :   MultiChoice
Date of transaction (award             :   23 June 2025
acceptance)
Nature of transaction                  :   *Off market acceptance of awards of restricted shares in terms
                                           of the MultiChoice Group Restricted Share Plan Trust
Class of securities                    :   Ordinary shares
Number of securities                   :   247 732 shares
Price per share as at date of award    :   R115.25 (18 June 2025)
Value of transaction                   :   R28 551 113
Nature of interest                     :   Direct, beneficial
Clearance obtained                     :   Clearance has been obtained in terms of paragraph 3.66 of the
                                           JSE Listings Requirements


Director                              :   Tim Jacobs
Company                               :   MultiChoice
Date of transaction (award            :   23 June 2025
acceptance)
Nature of transaction                 :   *Off market acceptance of awards of restricted shares in terms
                                          of the MultiChoice Group Restricted Share Plan Trust
Class of securities                   :   Ordinary shares
Number of securities                  :   150 969 shares
Price per share as at date of award   :   R115.25 (18 June 2025)
Value of transaction                  :   R17 399 177.25
Nature of interest                    :   Direct, beneficial
Clearance obtained                    :   Clearance has been obtained in terms of paragraph 3.66 of the
                                          JSE Listings Requirements


Director                              :   Byron Du Plessis
Company                               :   MultiChoice (Pty) Ltd and MultiChoice Support Services (Pty)
                                          Ltd
                                          (major subsidiaries of MultiChoice)
Date of transaction (award            :    23 June 2025
acceptance)
Nature of transaction                 :   *Off market acceptance of awards of restricted shares in terms
                                          of the MultiChoice Group Restricted Share Plan Trust
Class of securities                   :   Ordinary shares
Number of securities                  :    100 217 shares
Price per share as at date of award   :   R115.25 (18 June 2025)
Value of transaction                  :   R11 550 009.25
Nature of interest                    :   Direct, beneficial
Clearance obtained                    :   Clearance has been obtained in terms of paragraph 3.66 of the
                                          JSE Listings Requirements


Company secretary                     :   Carmen Miller
Company                               :   MultiChoice
Date of transaction (award            :   23 June 2025
acceptance)
Nature of transaction                 :   *Off market acceptance of awards of restricted shares in terms
                                          of the MultiChoice Group Restricted Share Plan Trust
Class of securities                   :   Ordinary shares
Number of securities                  :    46 590 shares
Price per share as at date of award   :   R115.25 (18 June 2025)
Value of transaction                  :   5 369 497.5
Nature of interest                    :   Direct, beneficial
Clearance obtained                    :   Clearance has been obtained in terms of paragraph 3.66 of the
                                          JSE Listings Requirements


Director                              :   Richard Tessendorf
Company                               :   MultiChoice Africa Holdings B.V
                                          (a major subsidiary of MultiChoice)
Date of transaction (award            :    23 June 2025
acceptance)
Nature of transaction                 :   *Off market acceptance of awards of restricted shares in terms
                                          of the MultiChoice Group Restricted Share Plan Trust
Class of securities                   :   Ordinary shares
Number of securities                  :   52 850 shares
Price per share as at date of award   :   R115.25 (18 June 2025)
Value of transaction                  :   6 090 962.50
Nature of interest                    :   Direct, beneficial
Clearance obtained                    :   Clearance has been obtained in terms of paragraph 3.66 of the
                                          JSE Listings Requirements


Director                              :   Doug Lowther
Company                               :   MultiChoice Africa Holdings B.V.
                                          (a major subsidiary of MultiChoice)
Date of transaction (award            :    23 June 2025
acceptance)
Nature of transaction                 :   *Off market acceptance of awards of restricted shares in terms
                                          of the MultiChoice Group Restricted Share Plan Trust
Class of securities                   :   Ordinary shares
Number of securities                  :   77 347 shares
Price per share as at date of award   :   R115.25 (18 June 2025)
Value of transaction                  :   8 914 241.75
Nature of interest                    :   Direct, beneficial
Clearance obtained                    :   Clearance has been obtained in terms of paragraph 3.66 of the
                                          JSE Listings Requirements


Director                              :   Doug Lowther
Company                               :   MultiChoice Africa Holdings B.V
                                          (a major subsidiary of MultiChoice)
Date of transaction (award            :    23 June 2025
acceptance)
Nature of transaction                 :   ***Off market acceptance of awards of units in terms of the
                                          Irdeto Restricted Share Unit Plan and to be settled in
                                          MultiChoice ordinary shares
Class of securities                   :   Ordinary shares
Number of securities                  :   16 209 shares
Price per share as at date of award   :   USD30.25 (20 June 2025)
Value of transaction                  :   USD490 322.25
Nature of interest                    :   Direct, beneficial
Clearance obtained                    :   Clearance has been obtained in terms of paragraph 3.66 of the
                                          JSE Listings Requirements


Director                              :   Yotasha Akoo
Company                               :   MultiChoice Africa Holdings B.V
                                          (a major subsidiary of MultiChoice)
Date of transaction (award            :    23 June 2025
acceptance)
Nature of transaction                 :   **Off market acceptance of awards of units in terms of the
                                          Irdeto Restricted Share Unit Plan and to be settled in
                                          MultiChoice ordinary shares
Class of securities                   :   Ordinary shares
Number of securities                  :   2 784 shares
Price per share as at date of award   :   USD30.25 (20 June 2025)
Value of transaction                  :   USD 84 216.00
Nature of interest                    :   Direct, beneficial
Clearance obtained                    :   Clearance has been obtained in terms of paragraph 3.66 of the
                                          JSE Listings Requirements


Director                              :   Yotasha Akoo

Company                               :   MultiChoice Africa Holdings B.V.

                                          (a major subsidiary of MultiChoice)

Date of transaction                   :   23 June 2025
Nature of transaction                 :   In terms of the Irdeto Restricted Share Unit Plan, Yotasha Akoo
                                          was awarded 1 180 RSUs on 23 June 2021 prior to her
                                          appointment as a major subsidiary director. They vested on 21
                                          June 2025.

                                          Yotasha Akoo exercised 1 180 awards (vesting on the above
                                          stated date) in terms of the abovenamed Irdeto RSU plan and
                                          received 5 594 MultiChoice ordinary shares in settlement of
                                          the gain (determined by translating the gain on the awards at
                                          a US$30.25: R17.98616148 exchange rate as at 20 June 2025
                                          and based on the closing price of a MultiChoice ordinary share
                                          on 20 June 2025 being R114.75. Yotasha Akoo then sold 5 594
                                          MultiChoice ordinary shares on market.

Irdeto RSU award price                :   1 180 RSUs at $0

Irdeto RSU strike price               :   US$30.25

Irdeto RSU value gained               :   US$35 695.00 (R642 016.03)

Class of securities                   :   Ordinary shares

Number of securities received         :   5 594 shares

Number of securities sold             :   5 594 shares

Price per share                       :   R114.81

Value of transaction                  :   R642 247.14

Nature of interest                    :   Direct, beneficial
 
Clearance obtained                    :   Clearance has been received in terms of paragraph 3.66 of the
                                          JSE Listings Requirements



Name of share scheme                  :   The Irdeto Restricted Share Unit Plan
Date of transaction                   :   23 June 2025
Nature of transaction                 :   On-market purchase of ordinary shares
Number of securities                  :   144 554
Class of securities                   :   Ordinary shares
Purchase price per share              :   R114.81
Value of purchase                     :   R16 596 244.74
Clearance obtained                    :   Yes
Nature of interest                    :   Direct, non- beneficial


Name of share scheme                   :   Phantom Performance Share Plan
Date of transaction                    :   25 June 2025
Nature of transaction                  :   On-market purchase of ordinary shares
Number of securities                   :   5 101
Class of securities                    :   Ordinary shares
 Purchase price per share              :   R115.47
 Value of purchase                     :   R589 012.47
 Clearance obtained                    :   Yes
 Nature of interest                    :   Direct, non- beneficial


*Restricted shares awarded in terms of the MultiChoice Group Restricted Share Plan Trust vest 100%
after 3 years, calculated from 18 June 2025 and subject to performance and employment conditions.

**Scheme units awarded in terms of the Irdeto Restricted Share Unit Plan vest 50% in year 3 and
50% in year 4, calculated from 20 June 2025 and subject to employment conditions.

***Scheme units awarded in terms of the Irdeto Restricted Share Unit Plan vest 100% after 3 years,
calculated from 20 June 2025 and subject to performance and employment conditions.

Randburg
26 June 2025

Sponsor
Merchantec Capital

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: 26-06-2025 05:36:00
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