INTEGRATED ANNUAL REPORT FOR MULTICHOICE SOUTH AFRICA HOLDINGS (PTY) LTD AND PHUTHUMA NATHI INVESTMENTS (RF) LTD

SHAREHOLDER INFORMATION NOTICE OF ANNUAL GENERAL MEETING continued 4. Ordinary resolution number 4: Appointment of audit committee members To appoint, on the recommendation of the board, Don Eriksson, Salukazi Dakile- Hlongwane, Elias Masilela and Louisa Stephens (chair) and as audit committee members of the company as required in terms of the Act and recommended by King IV (principle 8). Their brief biographical details are included in this integrated annual report. The board is satisfied that the company’s audit committee members are suitably skilled and experienced independent non-executive directors. Collectively, they have sufficient qualifications and experience to fulfil their duties, as contemplated in regulation 42 of the Companies Regulations 2011. They have a comprehensive understanding of financial reporting, internal financial controls, risk management and governance processes in the company, as well as International Financial Reporting Standards (IFRS) and other regulations and guidelines applicable to the company. They keep up to date with developments affecting their required skills set. The appointment is to be conducted as a series of votes, each of which is on the candidacy of a single individual to fill a single vacancy, and in each vote to fill a vacancy, each voting right entitled to be exercised, may be exercised once. 5. Ordinary resolution number 5: Authorisation of distribution To authorise a distribution of 1 666.66 cents per share, pursuant to article 6.3.2 of the MOI and in accordance with the recommendation of the board. Subject to shareholder approval the board approved a dividend of R6bn payable to its ordinary shareholders. The board has approved a distribution of 1 666.66 cents per share, after having applied the solvency and liquidity test and reasonably concluded that the company will satisfy the solvency and liquidity test immediately after completing the proposed distribution. Non-binding advisory resolutions 6. Non-binding advisory resolution number 1: Endorsement of the company’s remuneration policy To endorse the company’s remuneration policy, as set out in the remuneration report in the integrated annual report. 7. Non-binding advisory resolution number 2: Endorsement of the company’s implementation of remuneration policy To endorse the company’s implementation of the remuneration policy, as set out in the remuneration report in the integrated annual report. 121 MultiChoice South Africa Holdings Proprietary Limited integrated annual report 2019