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

GOVERNANCE AND ACCOUNTABILITY The audit committee submits this report, as required by section 94 of the South African Companies Act No 71 of 2008 (the Act). Members of the audit committee and attendance at meetings The audit committee consists of the non-executive directors listed below and meets at least three times per year in accordance with its charter. All members act independently as described in section 94 of the Act. During FY2019, four meetings were held. The internal and external auditors, in their capacity as auditors to the group, attended and reported at all meetings of the audit committee. The group risk management function was also represented. The chair of the boards is not a member or the chair of the audit committee and attends audit committee meetings by invitation. All members of the committee comply with the member requirements as set out in section 94 of the Act. Committee members as elected by shareholders Don Eriksson (chair) Salukazi Dakile-Hlongwane Elias Masilela Member qualifications can be found in the directorate section on pages 58 to 60, and meeting attendance can be found on page 66. All audit committee members served on the committee for the full financial year. In August 2018, Louisa Stephens and Octavia Matloa were appointed as directors by the board and members of the audit committee, subject to shareholder approval at the AGM to be held in August 2019. Post-year-end Don Eriksson stepped down as audit committee chair. The board has elected Louisa Stephens as the chair of the audit committee for FY2020. The board unanimously recommends to shareholders that Don Eriksson, Salukazi Dakile-Hlongwane, Elias Masilela and Louisa Stephens, be elected as audit committee members until the next AGM of shareholders in August 2020. Functions of the audit committee The audit committee has adopted formal terms of reference, delegated by the board of directors, as set out in its audit committee charter. The audit committee has discharged the functions in terms of its charter and ascribed to it in terms of the Act as follows: w w reviewed the interim, annual financial statements and integrated annual report, culminating in a recommendation to the board to adopt them. During its review the committee: w w took appropriate steps to ensure the annual financial statements were prepared in accordance with IFRS and in the manner required by the Act w w considered and, where appropriate, made recommendations on internal financial controls w w dealt with concerns on accounting policies, internal audit, the audit or content of annual financial statements, and internal financial control w w reviewed legal matters that could have a significant impact on the organisation’s annual financial statements REPORT OF THE AUDIT COMMITTEE for the year ended 31 March 2019 90  MultiChoice South Africa Holdings Proprietary Limited integrated annual report 2019