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MULTICHOICE GROUP LIMITED - Report on proceedings at the annual general meeting

Release Date: 30/08/2019 12:15
Code(s): MCG     PDF:  
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Report on proceedings at the annual general meeting

MULTICHOICE GROUP LIMITED
(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")

REPORT ON PROCEEDINGS AT THE ANNUAL GENERAL MEETING

At the first (1st) annual general meeting ("AGM") of the shareholders of MultiChoice held on Thursday,
29 August 2019, all ordinary and special resolutions proposed at the meeting were approved by the
requisite majority of votes save for ordinary resolution number 4 which did not pass in terms of the JSE
Limited ("JSE") Listings requirements.

MultiChoice confirms the voting statistics from the AGM as follows:

Resolutions                           Votes cast disclosed     Number of       Shares          Shares
                                      as a percentage in       shares voted    voted           abstained
                                      relation to the total                    disclosed       disclosed
                                      number of shares                         as a            as a
                                      voted at the meeting                     percentage      percentage
                                                                               in relation     in relation
                                      For          Against                     to the total    to the total
                                                                               issued          issued
                                                                               shares (1)      shares (1)
Ordinary resolution number 1: Re-election of directors:
1.1 Donald Gordon Eriksson            73.28        26.72       342138978       77.96           1.80
1.2 Timothy Neil Jacobs               99.55        0.45        342159751       77.97           1.80
1.3 Francis Lehlohonolo Napo          99.37        0.63        342163304       77.97           1.80
Letele
1.4 Jabulane Albert Mabuza            86.77        13.23       342162464       77.97           1.80
1.5 Elias Masilela                    99.38        0.62        342163304       77.97           1.80
1.6 Calvo Phedi Mawela                99.57        0.43        342163304       77.97           1.80
1.7 Kgomotso Ditsebe Moroka           94.98        5.02        342065274       77.95           1.82
1.8 Stephan Joseph Zbigniew Pacak     62.72        37.28       339192121       77.29           2.48
1.9 Mohamed Imtiaz Ahmed Patel        76.98        23.02       341891962       77.91           1.86
1.10 Christine Mideva Sabwa           100          0           342163290       77.97           1.80
1.11 Fatai Adegboyega Sanusi          99.89        0.11        342163290       77.97           1.80
1.12 Louisa Stephens                  99.62        0.38        342163623       77.97           1.80
1.13 John James Volkwyn               96.04        3.96        342163565       77.97           1.80

Ordinary resolution number 2:
Reappointment of independent          60.61        39.39       342163993       77.97           1.80
auditor (2)

Ordinary resolution number 3: Appointment of audit committee members:
3.1 Stephan Joseph Zbigniew Pacak     80.57        19.43       349954708       79.75           0.01
(chair)
3.2 Donald Gordon Eriksson            71.98        28.02       349954891       79.75           0.01
3.3 Christine Mideva Sabwa            100          0           349975956       79.75           0.02
3.4 Louisa Stephens                   99.65        0.35        349976374       79.75           0.02

Ordinary resolution number 4 (2)
General authority to issue shares     61.65        38.35       342129390       77.96           1.81
for cash

Non-binding advisory resolution number 1 (3)
Endorsement of the Company's          50.26        49.74       342128773       77.96           1.81
remuneration policy

Non-binding advisory resolution number 2 (3)
Endorsement of the                    44.73        55.27       340680355       77.63           2.14
implementation of the Company's
remuneration policy

Special resolution number 1: Approval of the remuneration of non-executive directors

1.1 Non-executive       R540 000      99.57        0.43        349942146       79.74           0.03
    director
1.2 Audit committee:    R420 000      99.82        0.18        349942146       79.74           0.03
    Chair
1.3 Member of audit     R210 000      99.81        0.19        349958988       79.75           0.02
    committee
1.4 Risk committee:     R250 000      99.82        0.18        349942146       79.74           0.03
    Chair
1.5 Member of risk      R125 000      99.82        0.18        349920621       79.74           0.03
    committee
1.6 Remuneration        R295 000      99.82        0.18        349940158       79.74           0.03
    committee: Chair
1.7 Member of           R147 500      99.82        0.18        349942146       79.74           0.03
    remuneration
    committee
1.8 Nomination          R200 000      99.82        0.18        349942145       79.74           0.03
    committee: Chair
1.9 Member of the       R100 000      99.82        0.18        349942101       79.74           0.03
    nomination
    committee
1.10 Social and ethics  R230 000      99.82        0.18        349862415       79.72           0.03
     committee: Chair
1.11 Member of social   R115 000      99.82        0.18        349942111       79.74           0.03
     and ethics
     committee

Special resolution number 2:
General authority to repurchase       98.32        1.68        342117695       77.96           1.81
shares

Special resolution number 3:
General authority to provide          87.00        13.00       349942920       79.74           0.03
financial assistance in terms of
section 44 of the Act

Special resolution number 4:
General authority to provide          98.11        1.89        349942920       79.74           0.03
financial assistance in terms of
section 45 of the Act

Ordinary resolution number 5:
Authorisation to implement            99.98        0.02        349676809       79.68           0.09
resolutions

Notes:
(1) Total issued shares is 438 837 468.

(2) Shareholders are advised that ordinary resolution number 4 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 number 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, 20 September 2019. We will respond post the deadline to those
    that have made submissions.

Randburg
30 August 2019

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: 30/08/2019 12:15:00
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