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

GOVERNANCE AND ACCOUNTABILITY REMUNERATION REPORT continued for the year ended 31 March 2019 Key areas of focus and key decisions taken during the reporting period The remuneration committee met six times in FY2019. During FY2019 the remuneration committee: w w evaluated the performance of the board and its committees w w considered board and committee compositions w w approved the executive remuneration policy, and w w approved incentives awards to executives for FY2020. In FY2020, the remuneration committee will continue to monitor executive remuneration, especially those of direct and indirect competitors. The group’s remuneration policy is detailed in Part 2 of this report. Role of the remuneration committee The remuneration committee’s responsibilities are to: w w independently review and monitor the integrity of the group’s remuneration policies and implementation thereof w w ensure that the company remunerates fairly, responsibly and transparently, and w w ensure compliance with the statutory duties of the remuneration committee as contained in relevant legislation. In fulfilment of these responsibilities, the remuneration committee’s functions include: w w reviewing executive remuneration and benefits, and ensuring the directors and senior management are fairly and responsibly rewarded for their individual contributions to the group’s overall performance w w evaluating the group’s remuneration and benefit competitiveness w w reviewing and approving the overall annual increase pool awarded to the group employees w w approving employment agreements, offers of employment as well as severance agreements for the CEO and the executive committee w w reviewing and monitoring the implementation of the group’s guaranteed and variable pay plans, and making recommendations to the board with respect to new guaranteed and variable pay plans w w reviewing the potential risk in respect of the group’s remuneration and benefit programmes and policies w w annually evaluating and monitoring the group’s remuneration philosophy and practices, and w w actively engaging with shareholders on concerns raised in the event of the remuneration policy or implementation report, or both, receiving an ‘against’ vote of 25% or more of the voting rights exercised at any shareholders’ meeting. Non-binding advisory vote on remuneration policy and implementation report The remuneration policy and implementation report as set out in Part 2 and Part 3 of this remuneration report will be tabled for separate non-binding advisory votes at the annual general meeting (AGM) on 28 August 2019. In the event that 25% or more of the voting rights exercised, vote against either the remuneration policy or implementation report or both, the board will take steps, in good faith and with best reasonable effort, to do the following as a minimum: w w implement an engagement process to ascertain the reasons for the dissenting votes, and w w appropriately address legitimate and reasonable objections and concerns that have been raised, which may include amending the remuneration policy, or clarifying or adjusting remuneration governance and/or processes. 74  MultiChoice South Africa Holdings Proprietary Limited integrated annual report 2019