INTEGRATED ANNUAL REPORT FOR MULTICHOICE SOUTH AFRICA HOLDINGS (PTY) LTD AND PHUTHUMA NATHI INVESTMENTS 2 (RF) LTD

Dividend The board considers several factors when recommending a dividend. For FY2019, this included the continued challenging operating conditions in South Africa, compounded by political uncertainty, rising costs, and investment in new technologies. We expect these conditions to remain in the near future. The group generated trading profit of R10.3bn (FY2018: R10.4bn) and positive free cash flow of R7.3bn (FY2018: R6.4bn). Given our positive financial performance and consideration of challenging operating conditions, including rising costs, revenue pressure and plans to invest in online and emerging technologies, the MultiChoice South Africa board recommends that a dividend of R6bn be paid to its ordinary shareholders in September 2019. Phuthuma Nathi companies will receive 25% (FY2019: 20%) of the dividend declared by MultiChoice South Africa. This amounts to a dividend of R1bn (FY2019: R880m) for PN and R500m (FY2019: R440m) for PN2 (a total of R1.5bn to PN companies). PN shareholders will receive a dividend of 2 222.22 (FY2019: 1 955.56) cents per share before dividend tax. Dividend tax of 20% per PN share amounts to 444.44 cents. Phuthuma Nathi shareholders will therefore receive a total net dividend (after tax dividend) of 1 777.78 (FY2019: 1 564.45) cents per share. All dividends are subject to the approval of shareholders at the annual general meetings (AGMs) on 28 August 2019. If approved, these dividends will be payable to shareholders recorded in the share register on 28 August 2019 and paid on or about 6 September 2019 (which will fall in the 2020 financial year). As part of our commitment to empowerment, MultiChoice South Africa issued new shares to the Phuthuma Nathi companies effective 4 March 2019 thereby increasing their stake from 20% to 25%. The value of this transaction was R2.6bn. As a result of the increase in the Phuthuma Nathi companies shareholding in MultiChoice South Africa, Phuthuma Nathi’s dividend entitlement increased despite the decrease in the overall dividend declared by MultiChoice South Africa. Governance The board oversees strategic direction and is ultimately responsible for the organisation’s performance. The board is assisted by various committees in carrying out its duties. The responsibility for implementing strategy is delegated to management. Governance and sustainability are integral to our strategic implementation and critical for the interests of our stakeholders. The MultiChoice South Africa group continually identifies areas where governance can be improved. Directors During FY2019, Imtiaz Patel stepped down as CEO and is currently serving as executive chair of MultiChoice Group Limited. Calvo Mawela was appointed CEO on 1 November 2018. Uvashni Raman, who served as CFO for MultiChoice South Africa since 2016, resigned and Tim Jacobs was appointed CFO on 1 November 2018. Louisa Stephens and Octavia Matloa were appointed as independent non-executive directors on 6 August 2018. As a result of the then impending unbundling from Naspers, Bob van Dyk, Naspers’s chief executive resigned as a MultiChoice South Africa director with effect from 2 January 2019. Octavia Matloa’s appointment terminated on 8 July 2019. Jabulane (Jabu) Albert Mabuza was appointed by the board as a director with effect from 5 July 2019. 19 MultiChoice South Africa Holdings Proprietary Limited integrated annual report 2019 LEADERSHIP AND STRATEGY