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MULTICHOICE GROUP LIMITED - Notice of annual general meeting, no change statement and availability of B-BBEE Compliance Report

Release Date: 30/06/2020 13:08:00      Code(s): MCG       PDF(s):  
Notice of annual general meeting, no change statement and availability of B-BBEE Compliance Report

(formerly MultiChoice Group Proprietary Limited and K2018473845 (South Africa) Proprietary Limited)
(incorporated in the Republic of South Africa)
(Registration number: 2018/473845/06)
JSE Share Code: MCG ISIN: ZAE000265971
("MultiChoice" or "the Company")

Notice of annual general meeting, no change statement and availability of the Broad-Based Black
Economic Empowerment ("B-BBEE") Compliance Report

Notice is hereby given that the annual general meeting ("AGM") of shareholders of the Company will be
held on Thursday, 27 August 2020 at 11:00 am to consider and, if deemed fit, to pass with or without
modification all the ordinary and special resolutions set out in the notice of AGM set out in the MultiChoice
summarised consolidated financial statements and AGM notice booklet distributed to shareholders today,
Tuesday, 30 June 2020.

In light of the COVID-19 outbreak in South Africa and its status as an ongoing pandemic, the board of the
Company has, in the circumstances, determined that it is necessary, prudent and preferable that the AGM
be held by way of electronic means only and not by way of a physical meeting. The AGM will accordingly
only be accessible through electronic communication, as permitted by the JSE Limited Listings
Requirements and in accordance with the provisions of the Companies Act 71 of 2008 and the Company’s
memorandum of incorporation.

The Company has retained the services of The Meeting Specialist Proprietary Limited ("TMS") to remotely
host the AGM on an interactive electronic platform, in order to facilitate remote participation and voting
by shareholders. TMS will also act as scrutineer for purposes of the AGM.

The record date for the purposes of determining the shareholders of the Company entitled to receive the
AGM notice was Friday, 19 June 2020.

The last date to trade in order to be eligible to attend, participate in and vote at the AGM is Tuesday, 18
August 2020.

The record date for purposes of determining which shareholders of the Company are entitled to attend,
participate in and vote at the AGM is Friday, 21 August 2020.

Shareholders or their proxies who wish to participate in the AGM to be held on Thursday, 27 August 2020
must apply to TMS. In order to apply to TMS for participation in the AGM, participants must deliver the
TMS application (available on the Company’s website at
https://www.multichoice.com/investors/governance/), together with a certified copy of their identity
document or passport, to TMS by no later than 10:45 am on Thursday, 27 August 2020. The application
must be delivered to JSE Building, One Exchange Square, 2 Gwen Lane, Sandown, 2196; or
proxy@tmsmeetings.co.za; or PO Box 62043, Marshalltown,2107. As a result of delays in postal services
and restrictions which may apply to postal services, participants are encouraged to email their application
forms to the email address provided (proxy@tmsmeetings.co.za).

A shareholder may appoint a proxy at any time. For practical purposes, it is requested that forms of proxy
reach the transfer secretaries of the company, Singular Systems Proprietary Limited at 25 Scott Street,
Waverley 2090 or PO Box 785261, Sandton 2146 or multichoice@singular.co.za Tuesday, 25 August 2020.
Submissions after this date must be submitted to 25 Scott Street, Waverley 2090 or
multichoice@singular.co.za by no later than 10:45 am on Thursday, 27 August 2020. Shareholders are
encouraged to email proxy forms to the email address provided (multichoice@singular.co.za) in order to
ensure that all shareholder proxy forms are received on time.

The below reports are available to shareholders on MultiChoice’s website at
https://www.multichoice.com/investors/reporting/ and can be obtained at the Company’s registered

    1. The summarised consolidated financial results and AGM notice booklet; and
    2. The annual financial statements.

The integrated annual report will be made available on or about 30 July 2020.

The annual financial statements for the year ended 31 March 2020 contain no modifications to the audited
financial results published on the Stock Exchange News Service on Wednesday, 10 June 2020. Further, we
confirm that there have been no changes to the unqualified audits report which was contained in the
audited financial results announcement.

Shareholders are advised, in accordance with paragraph 16.21(g) and Appendix 1 to section 11 of the JSE
Limited Listings Requirements, that MultiChoice’s B-BBEE annual compliance report required in terms of
section 13G(2) of the B-BBEE Amendment Act, No 46 of 2013, has been published and is available on the
MultiChoice website at https://www.multichoice.com/investors/governance/.

30 June 2020

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: 30-06-2020 01:08:00
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