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Dealings in securities by directors, directors of a major subsidiary and group company secretary

Published: 2022-06-22 17:15:52 ET
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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”)

DEALINGS IN SECURITIES BY DIRECTORS, DIRECTORS OF A MAJOR SUBSIDIARY AND GROUP
COMPANY SECRETARY

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

 Director                                  :   Calvo Mawela
 Company                                   :   MultiChoice
 Date of transaction                       :   20 June 2022
 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                      :   143 872 shares
 Price per share                           :   R116.72
 Value of transaction                      :   R16 792 739.84
 Nature of interest                        :   Direct, beneficial on vesting
 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                   :       20 June 2022
 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                  :       90 383 shares
 Price per share                       :       R116.72
 Value of transaction                  :       R10 549 503.76
 Nature of interest                    :       Direct, beneficial on vesting
 Clearance obtained                    :       Clearance has been obtained in terms of paragraph 3.66 of
                                               the JSE Listings Requirements

 Director                              :       Marc Jury
 Company                               :       SuperSport International Holdings Proprietary Limited
                                               (a major subsidiary of MultiChoice)
 Date of transaction                   :       20 June 2022
 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      :   42 043 shares
Price per share           :   R116.72
Value of transaction      :   R4 907 258.96
Nature of interest        :   Direct, beneficial on vesting
Clearance obtained        :   Clearance has been obtained in terms of paragraph 3.66 of
                              the JSE Listings Requirements

Director                  :   Byron Du Plessis
Company                   :   MultiChoice Africa Holdings B.V. (a major subsidiary of
                              MultiChoice)
Date of transaction       :   20 June 2022
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      :   42 508 shares
Price per share           :   R116.72
Value of transaction      :   R4 961 533.76
Nature of interest        :   Direct, beneficial on vesting
Clearance obtained        :   Clearance has been obtained in terms of paragraph 3.66 of the
                              JSE Listings Requirements

Group company secretary   :   Carmen Miller
Company                   :   MultiChoice
Date of transaction       :   20 June 2022
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      :   39 382 shares
Price per share           :   R116.72
Value of transaction      :   R4 596 667.04
Nature of interest        :   Direct, beneficial on vesting
Clearance obtained        :   Clearance has been obtained in terms of paragraph 3.66 of the
                              JSE Listings Requirements

Director                  :   Maarten Koning
Company                   :   MultiChoice Africa Holdings B.V. (a major subsidiary of
                              MultiChoice)
Date of transaction       :   20 June 2022
Nature of transaction     :   Off market acceptance of awards of shares in terms of the
                              MultiChoice Group Restricted Share Plan Trust
Class of securities       :   Ordinary shares
Number of securities      :   8 006 shares
Price per share           :   R116.72
Value of transaction      :   R934 460.32
Nature of interest        :   Direct, beneficial on vesting
Clearance obtained      :   Clearance has been obtained in terms of paragraph 3.66 of the
                            JSE Listings Requirements

Director                :   Calvo Mawela
Company                 :   MultiChoice
Date of transaction     :   20 June 2022
Nature of transaction   :   Off market acceptance of awards of scheme units in terms of
                            the MultiChoice Group Phantom Performance Share Plan and
                            to be settled in MultiChoice ordinary shares
Class of securities     :   Performance share units (PSU) award
Number of units         :   9 441 units
Price per unit          :   R592.87
Value of transaction    :   R5 597 285.67
Nature of interest      :   Direct, beneficial on vesting
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     :   20 June 2022
Nature of transaction   :   Off market acceptance of awards of scheme units in terms of
                            the MultiChoice Group Phantom Performance Share Plan and
                            to be settled in MultiChoice ordinary shares
Class of securities     :   PSU award
Number of units         :   5 931 units
Price per unit          :   R592.87
Value of transaction    :   R3 516 311.97
Nature of interest      :   Direct, beneficial on vesting
Clearance obtained      :   Clearance has been obtained in terms of paragraph 3.66 of
                            the JSE Listings Requirements

Director                :   Marc Jury
Company                 :   SuperSport International Holdings Proprietary Limited
                            (a major subsidiary of MultiChoice)
Date of transaction     :   20 June 2022
Nature of transaction   :   Off market acceptance of awards of scheme units in terms of
                            the MultiChoice Group Phantom Performance Share Plan and
                            to be settled in MultiChoice ordinary shares
Class of securities     :   PSU award
Number of units         :   2 759 units
Price per unit          :   R592.87
Value of transaction    :   R1 635 728.33
Nature of interest      :   Direct, beneficial on vesting
Clearance obtained      :   Clearance has been obtained in terms of paragraph 3.66 of the
                            JSE Listings Requirements

Director                :   Byron Du Plessis
Company                 :   MultiChoice Africa Holdings B.V. (a major subsidiary of
                            MultiChoice)
Date of transaction     :   20 June 2022
Nature of transaction   :   Off market acceptance of awards of scheme units in terms of
                            the MultiChoice Group Phantom Performance Share Plan and
                            to be settled in MultiChoice ordinary shares
Class of securities     :   PSU award
Number of units         :   2 790 units
Price per unit          :   R592.87
Value of transaction    :   R1 654 107.30

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

Director                :   Maarten Koning
Company                 :   MultiChoice Africa Holdings B.V. (a major subsidiary of
                            MultiChoice)
Date of transaction     :   20 June 2022
Nature of transaction   :   Off market acceptance of conditional units awarded in terms
                            of the Irdeto Restricted Share Unit Plan, which awards may be
                            settled in MultiChoice shares on the future vesting dates by
                            Irdeto Holdings BV, a wholly owned subsidiary of MultiChoice
                            and the “employer company” in relation to the Irdeto
                            Restricted Share Unit Plan.
Class of securities     :   PSU and restricted share units (RSU) award
Number of units         :   1 667 units
Price per unit          :   $53.72
Value of transaction    :   USD 89 551.24
Nature of interest      :   Direct, beneficial on vesting
Clearance obtained      :   Clearance has been obtained in terms of paragraph 3.66 of the
                            JSE Listings Requirements

Director                :   Tom De Vries
Company                 :   MultiChoice Africa Holdings B.V. (a major subsidiary of
                            MultiChoice)
Date of transaction     :   20 June 2022
Nature of transaction   :   Off market acceptance of conditional units awarded in terms
                            of the Irdeto Restricted Share Unit Plan, which awards may be
                            settled in MultiChoice shares on the future vesting dates by
                            Irdeto Holdings BV, a wholly owned subsidiary of MultiChoice
                            and the “employer company” in relation to the Irdeto
                            Restricted Share Unit Plan.
Class of securities     :   RSU award
Number of units         :   1 241 units
Price per unit          :   $53.72
Value of transaction    :   USD 66 666.52
Nature of interest                :   Direct, beneficial on vesting
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               :   20 June 2022
Nature of transaction             :   On market sale of shares awarded under the MultiChoice
                                      Group Restricted Share Plan Trust accepted in June 2019.
Class of securities               :   Ordinary shares
Number of securities              :   7 212 shares
Volume weighted average selling   :   R118.0004
price per share
Highest selling price per share   :   R118.01
Lowest selling price per share    :   R118.00
Value of transaction              :   R851 019.32
Nature of interest                :   Direct, beneficial
Clearance obtained                :   Clearance has been received in terms of paragraph 3.66 of the
                                      JSE Listings Requirements

Director                          :   Byron du Plessis
Company                           :   MultiChoice Africa Holdings B.V.
                                      (a major subsidiary of MultiChoice)
Date of transaction               :   20 June 2022
Nature of transaction             :   On market sale of shares awarded under the MultiChoice
                                      Group Restricted Share Plan Trust accepted in June 2019.
Class of securities               :   Ordinary shares
Number of securities              :   2 621 shares
Volume weighted average selling   :   R118.1336
price per share
Highest selling price per share   :   R118.16
Lowest selling price per share    :   R118.12
Value of transaction              :   R309 628.22
Nature of interest                :   Direct, beneficial
Clearance obtained                :   Clearance has been received in terms of paragraph 3.66 of the
                                      JSE Listings Requirements

Group Company Secretary           :   Carmen Miller
Company                           :   MultiChoice
Date of transaction               :   20 June 2022
Nature of transaction             :   On market sale of shares awarded under the MultiChoice
                                      Group Restricted Share Plan Trust accepted in June 2019.
Class of securities               :   Ordinary shares
Number of securities              :   2 031 shares
Volume weighted average selling   :   R116.8025
price per share
Highest selling price per share   :   R116.80
Lowest selling price per share    :   R116.81
Value of transaction              :   R237 225.86
Nature of interest                :   Direct, beneficial
Clearance obtained                :   Clearance has been received in terms of paragraph 3.66 of the
                                      JSE Listings Requirements


Director                          :   Marc Jury
Company                           :   SuperSport International Holdings Proprietary Limited
                                      (a major subsidiary of MultiChoice)
Date of transaction               :   20 June 2022
Nature of transaction             :   On market sale of shares awarded under the MultiChoice
                                      Group Restricted Share Plan Trust accepted in June 2019.
Class of securities               :   Ordinary shares
Number of securities              :   5 519 shares
Volume weighted average selling   :   R117.9861
price per share
Highest selling price per share   :   R118.11
Lowest selling price per share    :   R117.80
Value of transaction              :   R651 165.42
Nature of interest                :   Direct, beneficial
Clearance obtained                :   Clearance has been received in terms of paragraph 3.66 of the
                                      JSE Listings Requirements


Director                          :   Maarten Koning
Company                           :   MultiChoice Africa Holdings B.V. (a major subsidiary of
                                      MultiChoice)
Date of transaction               :   20 June 2022
Nature of transaction             :   On market sale of shares awarded under the MultiChoice
                                      Group Restricted Share Plan Trust accepted in June 2019.
Class of securities               :   Ordinary shares
Number of securities              :   4 105 shares
Selling price per share           :   R116.72
Value of transaction              :   R479 135.60
Nature of interest                :   Direct, beneficial
Clearance obtained                :   Clearance has been received in terms of paragraph 3.66 of the
                                      JSE Listings Requirements


Director                          :   Tom de Vries
Company                           :   MultiChoice Africa Holdings B.V. (a major subsidiary of
                                      MultiChoice)
Date of transaction               :   20 June 2022
Nature of transaction             :   On market sale of shares awarded under the MultiChoice
                                      Group Restricted Share Plan Trust accepted in June 2019.
Class of securities               :   Ordinary shares
Number of securities              :   1 368 shares
Selling price per share           :   R117.08
Value of transaction              :   R160 165.44
Nature of interest                :   Direct, beneficial
Clearance obtained                :   Clearance has been received in terms of paragraph 3.66 of the
                                      JSE Listings Requirements
Restricted shares awarded in terms of the MultiChoice Group Restricted Share Plan Trust vest 100%
after 3 years, calculated from 18 June 2022 and subject to performance and employment conditions.
The share price quoted in relation to awards made is based on the closing price of a MultiChoice share
on Friday 17 June 2022 of R116.72.

Scheme units awarded in terms of the Irdeto Restricted Share Unit Plan vest 50% in year 4 and 50% in
year 5, calculated from 20 June 2022 for RSUs and 100% after 3 years, calculated from 18 June 2022
for PSUs. The unit price is determined in accordance wth an auditor valuation which is based on the
scheme rules.

Scheme units awarded in terms of the MultiChoice Group Phantom Performance Share Plan vest 50%
in year 4 and 50% in year 5, calculated from 20 June 2022 and subject to performance and employment
conditions. The unit price is determined in accordance with an auditor valuation which is based on the
scheme rules.

Randburg
22 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 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.