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”)


DIVIDEND FINALISATION, PROCEEDINGS AT THE ANNUAL GENERAL MEETING AND ROTATION OF
AUDITORS

1. Dividend finalisation

MultiChoice is pleased to inform shareholders that the MultiChoice South Africa Holdings (Pty) Ltd
(“MCSAH”) dividend was approved at the MCSAH annual general meeting held on Wednesday, 24 August
2022. 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 released on the Stock Exchange
News Service of the JSE on 9 June 2022.

2. Proceedings at the Annual General Meeting

At the fourth (4th) annual general meeting of the shareholders of MultiChoice (“AGM”) held on Thursday,
25 August 2022, all ordinary and special resolutions proposed at the AGM were approved by the requisite
majority of votes. In addition, non-binding advisory resolution number 1, relating to the remuneration
policy, achieved 96,35% support. Unfortunately, non-binding advisory resolution number 2, relating to
the endorsement of the Company’s remuneration implementation report, did not achieve the 75%
support level referred to in the King Code.

MultiChoice confirms the voting statistics from the AGM as follows:

                                     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
           Resolution                                                               percentage     percentage
                                                                                    of the total   of the total
                                          For             Against                      issued         issued
                                                                                      shares(1)       shares

 Ordinary resolution number 1:

 Presenting the annual                  100,00%           0,00%       362 098 294     81,83%         0,13%
 reporting suite

 Ordinary resolution number 2: Re-election of directors

 2.1 Elias Masilela                     99,32%            0,68%       362 098 294     81,83%         0,11%

 2.2 Mohamed Imtiaz Ahmed               70,92%            29,08%      362 098 294     81,83%         0,11%
     Patel
2.3 Louisa Stephens                   99,22%        0,78%    362 098 294   81,83%   0,11%

Ordinary resolution number 3: Appointment of independent auditor

3.1 PwC for period ending 31          96,26%        3,74%    362 098 294   81,83%   0,11%
    March 2023

3.2 EY for period ending 31           99,97%        0,03%    362 098 294   81,83%   0,11%
    March 2024

Ordinary resolution number 4: Appointment of audit committee members

4.1 Louisa Stephens (chair)           99,38%        0,62%    362 098 294   81,83%   0,11%

4.2 Elias Masilela                    97,77%        2,23%    362 098 294   81,83%   0,11%

4.3 James Hart du Preez               96,99%        3,01%    362 098 294   81,83%   0,11%

4.4 Christine Mideva Sabwa            99,43%        0,57%    362 098 294   81,83%   0,11%

Ordinary resolution number 5:

General authority to issue            82,39%       17,61%    362 098 294   81,83%   0,11%
shares for cash

Ordinary resolution number 6:

Authorisation to implement            99,99%        0,01%    362 098 294   81,83%   0,52%
resolutions

Non-binding advisory resolution number 1:

Endorsement of the Company’s          96,35%        3,65%    362 098 294   81,83%   0,54%
remuneration policy

Non-binding advisory resolution number 2(2):

Endorsement of the                    68,30%       31,70%    362 098 294   81,83%   0,55%
remuneration implementation
report

Special resolution number 1:

Approval of the remuneration          88,83%       11,17%    362 098 294   81,83%   0,54%
of non-executive directors
 Special resolution number 2:

 General authority to                     92,45%          7,55%     362 098 294        81,83%         0,13%
 repurchase shares

 Special resolution number 3:



 General authority to provide             96,33%          3,67%     362 098 294        81,83%         0,52%
 financial assistance in terms of
 section 44 of the Companies
 Act

 Special resolution number 4:



 General authority to provide             96,54%          3,46%     362 098 294        81,83%         0,52%
 financial assistance in terms of
 section 45 of the Companies
 Act

(1) Total issued shares is 442 512 678.


(2) Shareholders are advised that non-binding advisory resolution number 2 (the endorsement of the
    Company’s remuneration implementation report) was voted against by more than 25% of
    MultiChoice’s shareholders (“dissenting shareholders”), mainly as a result of it being based on the
    remuneration policy from the prior year, which did not enjoy shareholder support.
The board and the remuneration committee invite those dissenting shareholders to engage with the
Company by forwarding their concerns/questions on the remuneration implementation report to the
Company Secretary in writing by email to agm@multichoice.com by close of business on Friday,
23 September 2022. We will respond post the deadline to those that have made submissions.


3. Rotation of Auditors – phased transition to comply with MAFR

Shareholders are advised that in accordance with the Independent Regulatory Board for Auditors
requirements to comply with mandatory audit firm rotation (MAFR) with effect from 1 April 2023,
MultiChoice has appointed Ernst & Young Inc. ("EY") as the external auditors of the Group, for the period
1 April 2023 until the next annual general meeting of the shareholders of the Company. The appointment
of EY was approved by shareholders at the AGM held on 25 August 2022. The incumbent external auditors,
PricewaterhouseCoopers Inc., will continue to act as external auditors of the Group for the financial year
ending 31 March 2023 to allow for a smooth transition and will retire on the conclusion of the audit of
the financial year ending 31 March 2023.
Randburg
25 August 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 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.