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Dividend finalisation and 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")
DIVIDEND FINALISATION AND REPORT ON PROCEEDINGS AT THE ANNUAL GENERAL MEETING
With reference to the Company’s annual results announcement released on SENS on 10 June 2020
wherein a conditional maiden cash dividend for the year ended 31 March 2020 was declared (“declaration
announcement”), 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 26 August 2020. 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 second (2nd) annual general meeting (“AGM”) of the shareholders of MultiChoice held on
Thursday, 27 August 2020, all ordinary and special resolutions proposed at the meeting were approved
by the requisite majority of votes save for ordinary resolution number 5 and non-binding advisory
resolutions 1 and 2 which did not pass with the requisite majority required in terms of the JSE Limited
(“JSE”) Listings requirements.
MultiChoice confirms the voting statistics from the AGM as follows:
Resolution Votes cast disclosed as Number of Shares voted Shares
a percentage of the Shares Voted disclosed as abstained
total number of shares a percentage disclosed as
voted at the meeting of the total a percentage
issued of the total
shares(1) issued
For Against
shares(1)
Ordinary resolution number 1:
Presenting the annual reporting 100.00% 0.00% 333,844,348 75.44% 2.18%
suite
Ordinary resolution number 2: Re-election of directors
- Francis Lehlohonolo Napo Letele 98.67% 1.33% 334,456,880 75.58% 2.05%
- Jabulane Albert Mabuza 96.29% 3.71% 334,456,881 75.58% 2.05%
- Kgomotso Ditsebe Moroka 95.64% 4.36% 334,456,880 75.58% 2.05%
Ordinary resolution number 3:
Reappointment of independent 66.39% 33.61% 334,452,106 75.58% 2.05%
auditor
Ordinary resolution number 4: Appointment of audit committee members
- Louisa Stephens (chair) 99.83% 0.17% 334,457,074 75.58% 2.05%
- Christine Mideva Sabwa 99.53% 0.47% 334,456,406 75.58% 2.05%
- Elias Masilela 94.75% 5.25% 331,522,650 74.92% 2.71%
Ordinary resolution number 5(2):
General authority to issue shares for 63.88% 36.12% 334,099,278 75.50% 2.13%
cash
Ordinary resolution number 6:
Approval of amendments to 98.82% 1.18% 334,276,065 75.54% 2.09%
MultiChoice restricted share plan
Non-binding advisory resolution number 1(3):
Endorsement of the company’s 65.93% 34.07% 342,925,355 77.50% 0.13%
remuneration policy
Non-binding advisory resolution number 2(3):
Endorsement of the implementation 67.63% 32.37% 342,575,736 77.42% 0.21%
of the company’s remuneration
policy
Special resolution numbers 1.1 to 1.12: Approval of the remuneration of non-executive directors
- Non-executive director (R725 000) 97.42% 2.58% 334,454,610 75.58% 2.05%
- Lead independent nonexecutive 98.76% 1.24% 334,454,539 75.58% 2.05%
director (R1 087 500)
- Audit committee: Chair (R420 000) 99.25% 0.75% 334,456,761 75.58% 2.05%
- Member of audit committee (R210 99.25% 0.75% 334,456,592 75.58% 2.05%
000)
- Risk committee: Chair (R250 000) 99.25% 0.75% 334,456,592 75.58% 2.05%
- Member of risk committee (R125 99.25% 0.75% 334,456,178 75.58% 2.05%
000)
- Remuneration committee: Chair 99.25% 0.75% 334,456,223 75.58% 2.05%
(R295 000)
- Member of remuneration 99.25% 0.75% 334,456,232 75.58% 2.05%
committee (R147 500)
- Nomination committee: Chair 99.25% 0.75% 334,456,231 75.58% 2.05%
(R200 000)
- Member of nomination committee 99.25% 0.75% 334,456,231 75.58% 2.05%
(R100 000)
- Social and ethics committee: Chair 99.25% 0.75% 334,456,335 75.58% 2.05%
(R230 000)
- Member of social and ethics 99.25% 0.75% 334,456,431 75.58% 2.05%
committee (R115 000)
Special resolution number 2:
General authority to repurchase 97.03% 2.97% 334,452,315 75.58% 2.05%
shares
Special resolution number 3:
General authority to provide 91.50% 8.50% 334,443,924 75.58% 2.05%
financial assistance in terms of
section 44 of the Act
Special resolution number 4:
General authority to provide 97.87% 2.13% 334,456,999 75.58% 2.05%
financial assistance in terms of
section 45 of the Act
Ordinary resolution number 7:
Authorisation to implement 99.41% 0.59% 342,641,186 77.43% 0.20%
resolutions
(1) Total issued shares is 442 512 678.
(2) Shareholders are advised that ordinary resolution number 5 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, 18 September 2020. We will respond post the deadline to those
that have made submissions.
Randburg
27 August 2020
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: 27-08-2020 05:45:00
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