MULTICHOICE GROUP LIMITED - Closing of the offer by Multichoice to shareholders of PN1 and PN2

Closing of the offer by Multichoice to shareholders of PN1 and PN2

MULTICHOICE GROUP LIMITED
(incorporated in the Republic of South Africa)
(Registration number: 2018/473845/06)
JSE Share Code: MCG ISIN: ZAE000265971
("MultiChoice", "MCG" or "the Company")

CLOSING OF THE OFFER BY MULTICHOICE TO SHAREHOLDERS OF PHUTHUMA NATHI INVESTMENTS (RF)
LIMITED ("PN1") AND PHUTHUMA NATHI INVESTMENTS 2 (RF) LIMITED ("PN2") (COLLECTIVELY ("PN"))

We refer to the announcement released on SENS on 30 August 2019, in which MultiChoice announced
its intention to make an offer ("Proposed Acquisition" or "MCG Offer") to shareholders of PN1 and PN2
to exchange up to 20% of their shares in PN that are listed on the Equity Express Securities Exchange
("EESE") for shares in MCG and the further announcement released on 21 October 2019, setting out the
results of the meetings of PN shareholders.

MultiChoice can confirm that the final condition to the MCG Offer has now been fulfilled as the JSE has
granted approval for the listing of the MCG consideration shares on the JSE.

MultiChoice further confirms that as at 14:00 on Monday, 28 October 2019, the MCG Offer has closed
and no further exchanges will be capable of acceptance.

The final number of PN shares acquired and MCG shares to be issued in consideration of the acquisition
of the PN shares will be announced in due course.

Randburg,
28 October 2019

Financial Advisor and JSE Sponsor to MCG
RAND MERCHANT BANK (A division of FirstRand Bank Limited)

Legal and Tax Advisor to MCG and PN
Webber Wentzel

Auditors
PricewaterhouseCoopers

Independent Advisor and Financial Advisor to PN
Tamela Holdings Proprietary 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: 28/10/2019 05:02:00
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