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

Results 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")

RESULTS 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 you 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 has confirmed that all conditions to the MCG Offer have been fulfilled and the MCG Offer
closed at 14:00 on Monday, 28 October 2019. The results of the MCG Offer are presented below:

•     PN1 shareholders have exchanged 2,599,902 PN1 shares and consequently, on implementation of
      the MCG Offer, MultiChoice will acquire 2,599,902 shares in PN1 in exchange for the issue of
      2,488,107 MCG shares;
•     PN2 shareholders have exchanged 1,240,442 PN2 shares and consequently, on implementation of
      the MCG Offer, MultiChoice will acquire 1,240,442 shares in PN2 in exchange for the issue of
      1,187,103 MCG shares;
•     PN shareholders who have accepted the MCG Offer will receive the offer consideration through
      Singular Services. These MCG shares were made available to PN shareholders on Tuesday,
      29 October 2019, and thus the MCG Offer has been fully implemented.
•     Cash to be paid to shareholders in lieu of fractional entitlements to MCG shares will be settled in
      due course.

Following the implementation of the MCG Offer:

•     the issued share capital of each of PN1 and PN2 will remain unchanged; and
•     the issued share capital of MCG will increase by 3,675,210 shares, constituting a 0.84% increase in
      the issued share capital of MCG.

With reference, to the announcement posted on SENS on Tuesday, 22 October 2019, PN1 and PN2
shareholders voted in favour of combining PN1 and PN2 through the implementation of a scheme of
arrangement. Consequently, following the implementation of the scheme of arrangement, MultiChoice
will have 3,840,344 shares in the new combined entity, once the scheme of arrangement has been
implemented. This has increased the overall MCG interest in MultiChoice South Africa Holdings Group
from 75% to 76.4%.

Randburg,
30 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: 30/10/2019 09:00:00
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