MULTICHOICE GROUP LIMITED - Dealing in securities by a director of a major subsidiary of the company and by the share appreciation rights plan

Dealing in securities by a director of a major subsidiary of the company and by the share appreciation rights plan

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” or “the Group”)

DEALING IN SECURITIES BY A DIRECTOR OF A MAJOR SUBSIDIARY OF THE COMPANY AND BY THE
SHARE APPRECIATION RIGHTS PLAN

In compliance with the JSE Limited Listings Requirements, the following transactions are disclosed:

 Name of Director trading                         :      Maarten Koning
 Director of                                             MultiChoice Africa Holdings B.V
                                                         (a major subsidiary of MultiChoice)
 Date of transaction                              :      5 January 2021
 Nature of transaction                            :      In terms of the Irdeto Holdings BV 2012 share
                                                         appreciation rights (SARs) plan, Maarten Koning
                                                         was awarded 2 644 SARs. The SARs awarded
                                                         vested as follows:

                                                             -   713 on 29 August 2020
                                                             -   1 931 on 18 September 2020

                                                         Maarten Koning exercised 2 644 SARs (vesting on
                                                         the above stated dates) in terms of the
                                                         abovenamed SARs plan and received 15 476
                                                         MultiChoice ordinary shares in settlement of the
                                                         gain (determined by translating the gain on the
                                                         SARs at a US$: R14.64 exchange rate as at
                                                         31 December 2020 and based on the closing price
                                                         of a MultiChoice ordinary share on 31 December
                                                         2020 being R134.00. Maarten Konings then sold
                                                         15 476 MultiChoice ordinary shares on market.
 SAR award price                                  :      1931 @ $20.48 and
                                                         713 @ $33.00
 SAR strike price                                 :      US$77.40
 SAR value gained                                 :      US$ 141 569.72 (ZAR 2 073 786.84)
 Volume weighted average selling price per               R131.33
 share
 Highest selling price per share                  :      R131.34
 Lowest selling price per share                          R131.33
 Value of sale                                    :      R2 032 464.08
 Clearance obtained                               :      Clearance has been received in terms of
                                                         paragraph 3.66 of the JSE Listings Requirements
 Nature of interest                               :      Direct, beneficial

 Name of share appreciation rights plan           :      Irdeto Holdings BV 2012 share appreciation rights
                                                         (SARs) plan
 Date of transaction                              :      4 January 2021
 Nature of transaction                            :      On-market purchase of ordinary shares
 Number of securities                             :      15 476
 Class of securities                              :      Ordinary shares
 Volume weighted average purchase price per       :      R131.33
 share
 Highest purchase price per share                 :      R131.60
 Lowest purchase price per share                  :      R131.33
 Value of purchase                                :      R2 032 490.08
 Clearance obtained                               :      Clearance has been received in terms of
                                                         paragraph 3.66 of the JSE Listings Requirements
 Nature of interest                               :      Direct, non- beneficial

Randburg
6 January 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: 06-01-2021 05:00:00
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