To view the PDF file, sign up for a MySharenet subscription.

MULTICHOICE GROUP LIMITED - Director update

Release Date: 27/08/2024 09:30
Code(s): MCG     PDF:  
Wrap Text
Director update

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

DIRECTOR UPDATE

MultiChoice Group Limited (MCG) announces that Mr John James (Jim) Volkwyn has decided
to not stand for re-election to the Board of Directors (Board). As a result, resolution 2.3
contained in the annual general meeting (AGM) notice for the meeting to be held on
Wednesday, 28 August 2024 will be withdrawn and Mr Volkwyn will retire with effect from
the same date.

Mr Volkwyn has served MCG with distinction for more than 33 years, including previously as
CEO of the global video entertainment business under Naspers and then as an independent
non-executive director of the Board from MCG's listing in 2019.

MCG would also like to clarify the following in relation to Mr Volkwyn's consultancy
arrangements:
- the consultancy arrangements were at all times disclosed to shareholders;
- the consultancy arrangements are lawful in all respects, as was confirmed by external
  legal advice; and
- in approving the consultancy arrangements, the Board at all times ensured compliance
  with corporate governance requirements.

The Board expresses its deep gratitude to Mr Volkwyn for his invaluable contributions to the
group over the years.

Randburg
27 August 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.

Shareholders are further referred to ruling issued by the Takeover Regulation Panel on 27
February 2024, which ruling deals with the MultiChoice memorandum of incorporation.
Shareholders    can    access    the     ruling   on    the    Company's     website   at
https://www.investors.multichoice.com/regulatory.php.

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: 27-08-2024 09:30:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
 information disseminated through SENS.