MULTICHOICE GROUP LIMITED - Withdrawal of cautionary announcement

Withdrawal of cautionary announcement

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

WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT

Shareholders are referred to the cautionary announcement released on SENS on 1
February 2024 regarding the letter from Group Canal+ SA ("Canal+") addressed to the
Board of Directors of Multichoice ("the Board") indicating its non-binding intention to
acquire the remainder of the entire issued share capital of MultiChoice for a proposed
price of R105 per share in cash.

The delivery of the Canal+ letter took place after discussions between Canal+ and
MultiChoice lasting for well over a year. Following the delivery of that letter, Canal+
and its representatives have extensively discussed their proposal in public and with
members of the press.

After careful consideration, the Board has concluded that the proposed offer price of
R105 in cash significantly undervalues the Group and its future prospects. The Board
has reached this conclusion taking into account all relevant considerations, including
the following:
-   MultiChoice has recently conducted a valuation exercise, which has valued
    MultiChoice significantly above R105 a share.

-   MultiChoice's valuation excludes any potential synergies which may arise from the
    envisaged transaction. In this regard Canal+ has, following the lengthy discussions
    between the parties, repeatedly conveyed to the public what it sees as the
    advantages of the combined entity and therefore seemingly takes the view that
    there are significant synergies. These synergies need to be factored into any fair
    offer made by Canal+.

Therefore, while the Board is open to all means of maximising shareholder value, it
has conveyed to Canal+ that – at this proposed price – the letter does not provide a
basis for further engagement. Caution is accordingly no longer required to be
exercised by shareholders when dealing in their securities.

In keeping with its duty to act in the best interests of the Company, the Board remains
open to engage with any party in respect of any offer which is for a fair price and is
subject to appropriate conditions.

Moreover, it goes without saying that the Board will continue to act in accordance with
its duties in the applicable provisions of the Takeover Regulations regarding any
formal and binding offer.

Randburg
Monday, 5 February 2024
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: 05-02-2024 07:06:00
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