26 Aug - 5 min read

Dividend finalisation and report on proceedings at the Annual General Meeting

Dividend finalisation and report on proceedings at the Annual General Meeting

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")

DIVIDEND FINALISATION AND REPORT ON PROCEEDINGS AT THE ANNUAL GENERAL MEETING

The Company is pleased to inform shareholders that the MultiChoice South Africa Holdings (Pty) Ltd
(“MCSAH”) shareholders approved the MCSAH dividend at the MCSAH annual general meeting held on
Wednesday, 25 August 2021. 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.

At the third (3rd) annual general meeting (“AGM”) of the shareholders of MultiChoice held on Thursday,
26 August 2021, all ordinary and special resolutions proposed at the meeting were approved by the
requisite majority of votes save for ordinary resolution number 6, relating to the general authority to issue
shares for cash, which did not pass with the requisite 75% approval required in terms of the JSE Limited
(“JSE”) Listings requirements. In addition, the non-binding advisory resolutions 1 and 2 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 a
Resolution                                                                          a 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%             352,236,152   79.60%          0.24%
reporting suite

Ordinary resolution number 2:

Election of James Hart du Preez       99.36%        0.64%             352,364,060   79.63%          0.21%
as an independent non-
executive director

Ordinary resolution number 3: Re-election of directors

Christine Mideva Sabwa                99.30%        0.70%             352,365,224   79.63%          0.21%

Fatai Adegboyega Sanusi               99.30%        0.70%             352,365,224   79.63%          0.21%

John James Volkwyn                    65.89%        34.11%            352,364,060   79.63%          0.21%

Ordinary resolution number 4:

Reappointment of independent          70.03%        29.97%            352,365,493   79.63%          0.21%
auditor

Ordinary resolution number 5: Appointment of audit committee member

Louisa Stephens (chair)               98.97%        1.03%             352,362,896   79.63%          0.21%

James Hart du Preez                   97.67%        2.33%             352,362,605   79.63%          0.21%

Elias Masilela                        97.80%        2.20%             352,364,060   79.63%          0.21%

Christine Mideva Sabwa                100.00%       0.00%             352,364,060   79.63%          0.21%

Ordinary resolution number 6(2):

General authority to issue            67.84%        32.16%            352,367,321   79.63%          0.21%
shares for cash

Non-binding advisory resolution number 1(3):

Endorsement of the Company’s          35.77%        64.23%            352,306,068   79.61%          0.22%
remuneration policy

Non-binding advisory resolution number 2(3):

Endorsement of the                    35.49%        64.51%            351,574,810   79.45%          0.39%
implementation of the
Company’s remuneration
policy

Special resolution number 1:

Approval of the remuneration          82.00%        18.00%            352,271,723   79.61%          0.23%
of non-executive directors

Special resolution number 2:

General authority to                  94.08%        5.92%             352,325,405   79.62%          0.22%
repurchase shares

Special resolution number 3:

General authority to provide          92.55%         7.45%            352,365,793   79.63%          0.21%
financial assistance in terms of
section 44 of the Companies
Act

Special resolution number 4:

General authority to provide          96.19%         3.81%            352,363,711    79.63%         0.21%
financial assistance in terms of
section 45 of the Companies
Act

Ordinary resolution number 7:

Authorisation to implement            100.00%        0.00%            352,365,260    79.63%         0.21%
resolutions

(1) Total issued shares is 442 512 678.

(2) Shareholders are advised that ordinary resolution number 6 relating to the general authority to issue
    shares for cash did not receive 75% of the votes cast in favour of the resolution as required by the JSE
    Listings Requirements.

(3) Shareholders are advised that the non-binding advisory resolutions numbers 1 and 2 (the
    remuneration policy and the implementation of the remuneration policy, respectively) were voted
    against by more than 25% of MultiChoice’s shareholders present in person or represented by proxy
    at the AGM (“dissenting shareholders”).

The board and the remuneration committee invite those dissenting shareholders to engage with the
Company by forwarding their concerns/questions on the remuneration policy and the implementation
thereof to the Company Secretary in writing by email to agm@multichoice.com by close of business on
Friday, 17 September 2021. We will respond post the deadline to those that have made submissions.

Randburg
26 August 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: 26-08-2021 05:50:00
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