MULTICHOICE GROUP LIMITED - Fulfilment of conditions precedent of the acquisition by Sanlam Life of 60% of MultiChoices insurance business

Fulfilment of conditions precedent of the acquisition by Sanlam Life of 60% of MultiChoice’s insurance business

MULTICHOICE GROUP LIMITED                           SANLAM LIMITED
(Incorporated in the Republic of South Africa)     (Incorporated in the Republic of South Africa)
(Registration number: 2018/473845/06)              (Registration number: 1959/001562/06)
JSE Share Code: MCG                                JSE & A2X Share Code: SLM; NSX Share Code: SLA
ISIN: ZAE000265971                                 ISIN: ZAE000070660
("MultiChoice", "MCG" or "the MCG group")          ("Sanlam")

                                                   SANLAM LIFE INSURANCE LIMITED
                                                   (Incorporated in the Republic of South Africa)
                                                   (Registration number: 1998/021121/06)
                                                   LEI: 378900E10332DF012A23
                                                   Bond Issuer Code: BISLI
                                                   ("Sanlam Life")

JOINT ANNOUNCEMENT REGARDING THE FULFILMENT OF CONDITIONS PRECEDENT AND THE
IMPLEMENTATION OF THE ACQUISITION BY SANLAM LIFE OF 60% OF MULTICHOICE'S INSURANCE
BUSINESS

Shareholders are referred to the joint announcement published on the Stock Exchange News Service
of the JSE Limited on Monday, 18 June 2024 which set out details of the proposed (i) acquisition by
Sanlam Life, a wholly-owned subsidiary of Sanlam, of a 60% shareholding in MultiChoice's insurance
business, NMS Insurance Services (SA) Limited ("NMSIS") and (ii) a long-term commercial
arrangement with Sanlam to expand insurance and related financial service offerings into
MultiChoice's extensive subscriber base on the African continent (collectively the "Transaction").

The parties are pleased to advise that all the conditions precedent to the Transaction have been
fulfilled, including approvals from the Competition Tribunal and the Prudential Authority, and that the
Transaction has now become unconditional.

The Transaction will become effective on 30 November 2024, upon which date MultiChoice will
receive an upfront cash consideration of R1.2 billion for its NMSIS stake, with a potential performance
based cash earn-out, measured at 31 December 2026, of up to a maximum additional consideration
of R1.5 billion.

Randburg
18 November 2024

MultiChoice Enquiries:
MultiChoice Investor Relations
Email: investorrelations@multichoice.com

JSE Sponsor
Rand Merchant Bank (a division of FirstRand Bank Limited)

Financial Advisor to MultiChoice
Marsden Advisory (Pty) Ltd

Legal Advisor to MultiChoice
Webber Wentzel

Sanlam Enquiries:
Sanlam Investor Relations
Email: ir@sanlam.co.za

JSE Equity Sponsor to Sanlam Limited
The Standard Bank of South Africa Limited

JSE Debt Sponsor to Sanlam Life Insurance Limited
The Standard Bank of South Africa Limited

NSX Sponsor
Simonis Storm Securities (Pty) Ltd
A Member of the Namibian Stock Exchange

Legal Advisor to Sanlam
ENSafrica


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 the ruling issued by the Takeover Regulation Panel on 27 February
2024, which deals with the MultiChoice memorandum of incorporation. The ruling can be accessed on
MultiChoice'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: 18-11-2024 07:30:00
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