MultiChoice Group (JSE:MCG) News - Dealings in securities by directors, directors of a major subsidiary and group company secretary 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. Date: 22-06-2022 04:15:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.