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No change statement, availability of annual financial statements, notice of AGM and availability of B-BEEE Report

Published: 2022-06-30 10:07:46 ET
<<<  go to JSE:MCG company page
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")

No change statement, availability of annual financial statements, notice of annual general meeting,
and availability of the Broad-Based Black Economic Empowerment ("B-BBEE") Compliance Report

No change statement
The summarised consolidated financial statements were distributed to shareholders today, Tuesday, 30
June 2022. Shareholders are advised that there have been no modifications to the audited results which
were released on SENS on 9 June 2022 and the annual financial statements made available to
shareholders on 9 June 2022.

Audit Report
We confirm that there have been no changes to the unqualified auditor’s report which was contained in
the audited financial results announcement.

Availability of annual financial statements, summarised consolidated financial statements and notice
of AGM booklet

The below reports are available to shareholders on MultiChoice’s website at
https://investors.multichoice.com/integrated-annual-reports and can be obtained at the Company’s
registered office:

    a. The summarised consolidated financial statements and notice of AGM booklet; and
    b. Consolidated annual financial statements.

The integrated annual report will be made available on or about Thursday 28 July 2022.

Notice of the annual general meeting
Notice is hereby given that the annual general meeting (“AGM”) of shareholders of the Company will be
held at MultiChoice City, 144 Bram Fischer Drive, Randburg on Thursday 25 August 2022 at 11:00 am to
consider and, if deemed fit, to pass with or without modification all the ordinary and special resolutions
set out in the notice of AGM which forms part of the MultiChoice summarised consolidated financial
statements and notice of AGM booklet (the annual shareholder booklet) distributed to shareholders
today, Thursday 30 June 2022.

The record date for the purposes of determining the shareholders of the Company entitled to receive
the notice of AGM was Friday 17 June 2022.

The last date to trade in order to be eligible to attend, participate in and vote at the AGM is Tuesday
16 August 2022.

The record date for purposes of determining which shareholders of the Company are entitled to attend,
participate in and vote at the AGM is Friday 19 August 2022.

Shareholders and proxies appointed by shareholders who wish to attend and/or vote at the AGM are
encouraged, for administrative purposes, to register to attend and vote at the AGM as soon as possible,
but in any event no later than 11h00 SAST on Friday 19 August 2022. To register, shareholders and their
appointed proxies must complete the AGM registration form contained in the annual shareholder
booklet and on the Company’s website https://investors.multichoice.com/agm. This form and required
supporting documents (the Application) must be delivered to the Company’s transfer secretaries,
Singular Services, a division of Singular Systems Proprietary Limited (Singular). The Application must be
submitted to Singular at 25 Scott Street, Waverley 2090 or PO Box 1266, Bramley, 2018 or
proxies@singular.co.za.

Shareholders and proxies wishing to attend the AGM should take note that the Company will give
preference to shareholders and proxies who have registered by 11h00 SAST on Friday 19 August 2022 in
the event that the number of shareholders or appointed proxies in attendance exceed the number of
persons permitted in the venue as a result of Covid-19 regulations applicable at the date of the AGM.
Shareholders and appointed proxies that have not registered in advance will be admitted on a first-
come-first-serve basis up to the permitted number of persons for the AGM venue, as determined under
the relevant Covid-19 regulations. Shareholders and appointed proxies who are not permitted to enter
the AGM venue due to Covid-19 regulations (be that as a result of the Covid-19 protocols at MultiChoice
City (as set out below) or as a result of the attendees exceeding the permitted number under Covid-19
regulations) will be requested to complete and submit a proxy form.

A shareholder may appoint a proxy at any time. For practical purposes, it is requested that forms of
proxy reach the transfer secretaries of the Company, Singular Systems Proprietary Limited at 25 Scott
Street, Waverley 2090 or PO Box 785261, Sandton 2146 or proxies@singular.co.za by Tuesday 23 August
2022. Submissions after this date must be submitted to 25 Scott Street, Waverley 2090 or
proxies@singular.co.za by no later than 10:45 am on Thursday 25 August 2022.

Shareholders are encouraged to email AGM registration and/or proxy forms to the email address
provided (proxies@singular.co.za) in order to ensure that all shareholder proxy forms are received on
time.

Salient dates relating to the AGM


Shareholders eligible to receive AGM notice                                        Friday 17 June 2022
Distribution of annual results booklet enclosing AGM notice                     Thursday 30 June 2022
Last day to trade to be entitled to vote at AGM                                Tuesday 16 August 2022
Voting record date                                                               Friday 19 August 2022
AGM attendance registration deadline for administrative purposes *               Friday 19 August 2022
Electronic participation request deadline request                                Friday 19 August 2022
Proxy submission deadline for administrative purposes by 10h45                 Tuesday 23 August 2022
SAST **
Annual general meeting at 11h00 SAST                                          Thursday 25 August 2022

* the Company will give preference to shareholders and proxies who have registered to attend the AGM
by this date and shareholders and appointed proxies that have not registered in advance will be
admitted on a first-come-first-serve basis up to the permitted number of persons for the AGM venue, as
determined under the relevant Covid-19 regulations

**any proxies not lodged by this time must be handed to the chairperson of the AGM immediately prior
to such proxy exercising his/her right to vote at the AGM.

Availability of BEE Compliance Report
Shareholders are advised, in accordance with paragraph 16.21(g) and Appendix 1 to section 11 of the JSE
Limited Listings Requirements, that MultiChoice’s B-BBEE annual compliance report required in terms of
section 13G(2) of the B-BBEE Amendment Act, No 46 of 2013, has been published and is available on the
MultiChoice website at https://www.investors.multichoice.com/bbbee-reporting
MultiChoice is pleased to advise shareholders that it and MultiChoice South Africa have achieved level 1
B-BBEE ratings.


Randburg
30 June 2022

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 details. If shareholders are in any doubt as to what action to take,
they should seek advice from their broker, attorney or other professional adviser.