06 Sep - 5 min read

Dealings in securities by a director of a major subsidiary and by share incentive schemes

Dealings in securities by a director of a major subsidiary and by share incentive schemes

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 A DIRECTOR OF A MAJOR SUBSIDIARY OF THE COMPANY, THE IRDETO
SHARE APPRECIATION RIGHTS PLAN AND THE MULTICHOICE RESTRICTED SHARE PLAN TRUST

In compliance with the JSE Limited Listings Requirements, the following transactions are disclosed

 Name of Director trading                         :      Tom de Vries
 Director of                                      :      MultiChoice Africa Holdings B.V.
                                                         (a major subsidiary of MultiChoice)
 Date of transaction                              :      3 September 2021
 Nature of transaction                            :      In terms of the Irdeto Holdings BV 2012 share
                                                         appreciation rights (SARs) plan, Tom de Vries was
                                                         awarded 617 SARs. The SARs awarded vested as
                                                         follows:

                                                             -     60 on 29 August 2021
                                                             -     87 on 28 June 2021
                                                             -     470 on 25 June 2021

                                                         Tom de Vries exercised 617 SARs (vesting on the
                                                         above stated dates) in terms of the abovenamed
                                                         SARs plan and received 2 911 MultiChoice
                                                         ordinary shares in settlement of the gain
                                                         (determined by translating the gain on the SARs
                                                         at a US$88.10: R14.47 exchange rate as at 2
                                                         September 2021 and based on the closing price
                                                         of a MultiChoice ordinary share on 2 September
                                                         2021 being R113.37. Tom de Vries then sold
                                                         2 911 MultiChoice ordinary shares on market.

 SAR award price                                  :      60 SARs at $33.00
                                                         87 SARs at $43.24 and
                                                         470 SARs at $54.91
 SAR strike price                                 :      US$88.10
 SAR value gained                                 :      US$ 22 808.12 (ZAR 330 081.10)
 Volume weighted average selling price per        :      R112.5785
 share
 Highest selling price per share                  :      R112.63
 Lowest selling price per share                   :      R112.51
 Value of sale                                    :      R 327 716.14
 Clearance obtained                               :      Clearance has been received in terms of
                                                         paragraph 3.66 of the JSE Listings Requirements
 Nature of interest                               :      Direct, beneficial

 Name of share appreciation rights plan           :      Irdeto Holdings BV 2012 share appreciation rights
                                                         (SARs) plan
 Date of transaction                              :      3 September 2021
 Nature of transaction                            :      On-market purchase of ordinary shares
 Number of securities                             :      2 911
 Class of securities                              :      Ordinary shares
 Volume weighted average purchase price per       :      R112.5715
 share
 Highest purchase price per share                 :      R112.60
 Lowest purchase price per share                  :      R112.51
 Value of purchase                                :      R 327 695.80
 Clearance obtained                               :      Clearance has been received in terms of
                                                         paragraph 3.66 of the JSE Listings Requirements
 Nature of interest                               :      Direct, non- beneficial

 Trust (Transferee)                               :      MultiChoice Group Restricted Share Plan Trust
                                                         (Share Trust)
 Company (Transferor)                             :      MultiChoice Group Treasury Services Proprietary
                                                         Limited (TreasuryCo)
 Date of transaction                              :      1 September 2021
 Nature of transaction                            :      Off market transfer of treasury shares to the Share
                                                         Trust from TreasuryCo to enable the Share Trust
                                                         to comply with its obligations in terms of the
                                                         MultiChoice Group Restricted Share Plan
 Number of shares                                 :      3 792 955 ordinary shares
 Price per share*                                 :      R 114.90
 Total value of transaction                       :      R 435 810 529.50
 Clearance obtained                               :      Clearance has been obtained in terms of
                                                         paragraph 3.66 of the JSE Listings Requirements
 Nature of interest                               :      Direct, beneficial

* Based on the closing price of a MultiChoice ordinary share on the JSE on 31 August 2021.

 Name of share scheme                             :      Irdeto Holdings BV 2012 share appreciation rights
                                                         (SARs) Plan
 Date of transaction                              :      31 August 2021
 Nature of transaction                            :      On-market purchase of ordinary shares
 Number of securities                             :      11 021
 Class of securities                              :      Ordinary shares
 Purchase price per share                         :      R114.98
 Value of purchase                                :      R1 267 194.58
 Clearance obtained                               :      Clearance has been received in terms of
                                                         paragraph 3.66 of the JSE Listings Requirements
 Nature of interest                               :      Non-direct, non- beneficial

 Name of share scheme                             :      Irdeto Holdings BV 2012 share appreciation rights
                                                         (SARs) Plan
 Date of transaction                              :      1 September 2021
 Nature of transaction                            :      On-market purchase of ordinary shares
 Number of securities                             :      7 979
 Class of securities                              :      Ordinary shares
 Purchase price per share                         :      R114.877
 Value of purchase                                :      R916 603.42
 Clearance obtained                               :      Clearance has been received in terms of
                                                         paragraph 3.66 of the JSE Listings Requirements
 Nature of interest                               :      Non-direct, non- beneficial

 Name of share scheme                             :      Irdeto Holdings BV 2012 share appreciation rights
                                                         (SARs) Plan
 Date of transaction                              :      3 September 2021
 Nature of transaction                            :      On-market purchase of ordinary shares
 Number of securities                             :      87
 Class of securities                              :      Ordinary shares
 Purchase price per share                         :      R112.79
 Value of purchase                                :      R9 812.73
 Clearance obtained                               :      Clearance has been received in terms of
                                                         paragraph 3.66 of the JSE Listings Requirements
 Nature of interest                               :      Non-direct, non- beneficial

 Name of share scheme                             :      Irdeto Holdings BV 2012 share appreciation rights
                                                         (SARs) Plan
 Date of transaction                              :      6 September 2021
 Nature of transaction                            :      On-market purchase of ordinary shares
 Number of securities                             :      10 054
 Class of securities                              :      Ordinary shares
 Purchase price per share                         :      R112.92
 Value of purchase                                :      R1 135 297.68
 Clearance obtained                               :      Clearance has been received in terms of
                                                         paragraph 3.66 of the JSE Listings Requirements
 Nature of interest                               :      Non-direct, non- beneficial

Randburg
6 September 2021

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: 06-09-2021 05:30:00
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