MultiChoice Group Limited(formerly MultiChoice Group Proprietary Limited and K2018473845 (South Africa) Proprietary Limited)

(Incorporated in the Republic of South Africa)(Registration number 2018/473845/06)

JSE share code: MCG ISIN: ZAE000265971(the “Company”)

PRE-LISTING STATEMENT

The definitions and interpretations contained in Annexe 20 to this Pre-listing Statement apply to this entire document, including the cover page, except where the context indicates a contrary intention.This Pre-listing Statement has been prepared, and issued in compliance with the JSE Listings Requirements for the purposes of providing information to Shareholders with regard to the business and affairs of the Company and the Group and has been prepared on the basis that the Unbundling shall become effective and be implemented.This Pre-listing Statement relates to the Admission of the issued Shares on the main board of the JSE by introduction as a primary listing. The JSE has approved the Admission of all of the Company’s issued, and to be issued, Shares in the “Broadcasting and Entertainment” sector of the JSE under the abbreviated name “MC Group” and share code “MCG”. It is expected that the Admission and unconditional dealings in the Shares will commence with effect from the commencement of trading on Wednesday, 27  February  2019. The international securities identification number (“ISIN”) for the Shares is ZAE000265971.There will not be any stabilisation activity in relation to the Shares.The Shares will only be traded on the JSE in Dematerialised or Uncertificated Form and accordingly all holders of Shares (“Shareholders”) who hold their Shares in Certificated Form will have to dematerialise their Shares should they wish to trade on the JSE.No Shares have been marketed or offered to, nor are any available for purchase, in whole or in part, to any person in any jurisdiction in connection with the Admission. This Pre-listing Statement does not constitute an offer or invitation to any person to subscribe for or purchase any Shares in the Company in any jurisdiction including an offer to the public or section of the public in any jurisdiction, and is issued in compliance with the JSE Listings Requirements, for the purposes of providing information to Naspers Shareholders with regard to the Company and the Group. Consequently, this Pre-listing Statement does not, nor does it intend to, constitute a “registered prospectus”, as contemplated by the South African Companies Act, 71 of 2008 (as amended) (“Companies Act”). As a result, this Pre-listing Statement does not comply with the substance and form requirements for prospectuses set out in the Companies Act and the South African Companies Regulations of 2011 and has not been approved by, and/or registered with, the South African Companies and Intellectual Property Commission, or any other South African authority. The JSE has approved this Pre-listing Statement.The Company’s issued share capital comprised 438 837 468 Shares, with a stated capital of R0, on the Last Practicable Date and is expected to comprise 438 837 468 Shares with a stated capital of R0 on the date of Admission. No Shares are, or on the Admission Date, are expected to be, held in treasury by the Group.The Directors, whose names are set out in “Part  IX – Directors, Senior Management and Corporate Governance” of this Pre-listing Statement, collectively and individually, accept full responsibility for the accuracy of the information provided in this Pre-listing Statement and certify that, to the best of their knowledge and belief there are no other facts, the omission of which would make any statement in this Pre-listing Statement false or misleading, and confirm that they have made all reasonable enquiries in this regard and confirm that this Pre-listing Statement contains all information required by the JSE Listings Requirements.Shareholders that are Foreign Persons or Foreign Entities (“Foreign Shareholders”) should take note of the variable entitlement to exercise voting rights attaching to Shares held by Foreign Shareholders in certain circumstances in order to ensure compliance by the Group with the Foreign Control Restrictions. In particular, if at a meeting of Shareholders Foreign Shareholders hold in excess of 20% of the voting rights attaching to the Shares, the Foreign Shareholders will be entitled to exercise only a pro rata portion of the aggregate voting rights attached to the Shares held by all Foreign Shareholders at such time such that the aggregate voting rights entitled to be exercised by Foreign Shareholders will not exceed 20% of the aggregate voting rights entitled to be exercised by Shareholders. Please refer to “Part XIII – Incorporation and Share Capital” which contains a summary of the variable voting rights attaching to Shares held by Foreign Shareholders and Annexe 16 setting out the salient provisions of the Company MOI, including the terms attaching to Shares and the variable voting rights in relation to Foreign Shareholders.The release, publication or distribution of this Pre-listing Statement in jurisdictions other than South Africa may be restricted by law and therefore persons in whose possession this Pre-listing Statement comes should inform themselves about, and observe, such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws or regulations of any such jurisdiction.THIS PRE-LISTING STATEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR ISSUE, OR THE SOLICITATION OF ANY VOTE OR APPROVAL OR AN OFFER TO BUY OR SUBSCRIBE FOR, ANY SECURITY, NOR SHALL THERE BE ANY SALE, ISSUANCE, TRANSFER OR DELIVERY OF THE SECURITIES REFERRED TO IN THIS PRE-LISTING STATEMENT IN ANY JURISDICTION IN CONTRAVENTION OF APPLICABLE LAW, OR WHERE FURTHER ACTION IS REQUIRED FOR SUCH PURPOSE.

Date of Issue: 21 January 2019

Joint Financial Adviser to Naspers Joint Financial Adviser to Naspers Sponsor

Transfer Secretaries South African legal adviser to Naspers and the Company

Auditor and independent reporting accountant

2

No representation or warranty, express or implied, is made by the Joint Financial Advisers as to the accuracy, completeness or verification of the information set out in this Pre-listing Statement, and nothing contained in this Pre-listing Statement is, or shall be relied upon, as a promise or representation in this respect, whether as to the past or the future. The Joint Financial Advisers assume no responsibility for this Pre-listing Statement’s accuracy, completeness or verification and accordingly disclaim, to the fullest extent permitted by applicable law and regulation, any and all liability whether arising in delict, tort, contract or otherwise which they might otherwise be found to have in respect of this Pre-listing Statement or any such statement.

Shareholders (i) should not rely on the Joint Financial Advisers or any person affiliated with the Joint Financial Advisers in connection with any investigation of the accuracy of any information contained in this Pre-listing Statement, (ii) should rely only on the information contained in this Pre-listing Statement and (iii) are advised that no person has been authorised to give any information or to make any representation concerning the Company or its subsidiaries (other than as contained in this Pre-listing Statement), and, if given or made, any such other information or representation should not be relied upon as having been authorised by the Company or the Joint Financial Advisers.

The advisers to the Company as set out herein are acting exclusively for the Company and no one else in connection with the Admission. They will not regard any other person (whether or not a recipient of this Pre-listing Statement) as their respective customers in relation to the Admission and will not be responsible to anyone other than the Company for providing the protections afforded to their respective customers nor for giving advice in relation to the Admission or any transaction or arrangement referred to in this Pre-listing Statement. The auditors and independent reporting accountants, whose reports are contained in this Pre-listing Statement, have given and have not, prior to the date of this Pre-listing Statement, withdrawn their written consent to the inclusion of each of their reports in the form and context in which they appear herein. Each of the legal advisers, the auditors and independent reporting accountants, the Joint Financial Advisers and the Sponsor and other professional advisers named in this Pre-listing Statement have consented in writing to acting in those capacities as stated in this Pre-listing Statement, and to their names being stated in this Pre-listing Statement, and have not withdrawn their consent prior to the publication of this Pre-listing Statement.

This Pre-listing Statement is only available in English and copies thereof may be obtained by Shareholders during Business Hours from Monday, 21 January 2019 until Friday, 1 March 2019 from the Company and the Sponsor at their respective physical addresses which appear in “Part I – Corporate information” on page 7.

A list of risk factors relating to the Company and the Shares is set out in “Part IV – Risk Factors” beginning on page 11 of this Pre-listing Statement.

3

IMPORTANT INFORMATION

General

In making an investment decision, each Shareholder must rely on his/her/its own examination, analysis and enquiry of the Company, the Shares and the terms and conditions of the Admission, including the merits and risks involved.

Shareholders should not treat the contents of this Pre-listing Statement as advice relating to legal, taxation, investment or any other matters and should consult their own professional advisers concerning the consequences of them receiving, acquiring, holding or disposing of Shares. Shareholders should inform themselves as to, among other matters:

• the legal requirements within their own countries for the receipt, acquisition, purchase, holding, transfer or disposal of Shares;

• any foreign exchange restrictions applicable to the receipt, acquisition, purchase, holding, transfer or disposal of Shares which they might encounter; and

• the income and other tax consequences which may apply to them, in both South Africa and their jurisdiction of residence, as a result of the receipt, acquisition, purchase, holding, transfer or disposal of Shares. Shareholders must rely upon their own representatives, including their own legal advisers and accountants, and not those of the Company, as to legal, tax, investment or any other related matters concerning the Company and an investment therein.

The information contained in this Pre-listing Statement constitutes factual information as contemplated in section 1(3)(a) of the South African Financial Advisory and Intermediary Services Act, 37 of 2002 (as amended) (“FAIS Act”) and should not be construed as an express or implied recommendation, guidance or proposal that any particular transaction in respect of the Shares is appropriate to the particular investment objectives, financial situations or needs of a Shareholder.

Apart from the responsibilities and liabilities, if any, which may be imposed on the Sponsor or Joint Financial Advisers in terms of applicable laws and regulations, none of the Sponsor, Joint Financial Advisers or any person affiliated with each of them accepts any responsibility whatsoever, nor makes any representation or warranty, express or implied, in respect of the contents of this Pre-listing Statement and/or any information incorporated by reference, including its accuracy, completeness or verification or for any other statement made or purported to be made by any of them, or on behalf of them, in connection with the Naspers Group, the Company, the Group, the Admission and/or the Unbundling and nothing in this Pre-listing Statement is or shall be relied upon as a promise or representation in this respect, whether as to the past or future. The Sponsor and Joint Financial Advisers accordingly disclaim, to the fullest extent permitted by applicable law, all and any responsibility and liability whatsoever, whether arising in delict, tort, contract or otherwise (save as referred to above) which either might otherwise have in respect of this Pre-listing Statement.

The Sponsor is acting exclusively for the Company and the Joint Financial Advisers are acting exclusively for Naspers and no one else in connection with the Admission. They will not regard any other person (whether or not a recipient of this Pre-listing Statement) as their respective customers in relation to the Admission and will not be responsible to anyone other than Naspers and the Company for providing the protections afforded to their respective customers nor for giving advice in relation to the Admission or any transaction or arrangement referred to in this Pre-listing Statement.

The statements contained in this Pre-listing Statement are made as at the Last Practicable Date, unless some other time is specified in relation to them, and issuance of this Pre-listing Statement shall not give rise to any implication that there has been no change in the facts set forth herein since such date. Nothing contained in this Pre-listing Statement shall be deemed to be a forecast, projection or estimate of the future financial performance of the Company or the Group except where otherwise stated. The statements contained in this Pre-listing Statement are also made on the basis of the Group as it will exist on implementation of the Admission and the Unbundling.

Notice to Shareholders

This Pre-listing Statement does not constitute an offer to sell or issue, or the solicitation of any vote or approval or an offer to buy or subscribe for, any security, nor shall there be any sale, issuance, transfer or delivery of the securities referred to in this Pre-listing Statement in any jurisdiction in contravention of applicable law, or where further action is required for such purpose.

The Company believes that the distribution of the Shares in the Unbundling will be exempt from or not subject to the registration requirements of the US Securities Act of 1933 (as amended) (the “Securities Act”). At the date on which the Unbundling will become operative, expected to be Monday, 4 March 2019 (“Unbundling Operative Date”),

4

the Shares will not be listed on any securities exchange in the US. The Company expects to qualify for the exemption from registration under Rule 12g3-2(b) of the US Securities Exchange Act of 1934 (as amended) (“Exchange Act”) and accordingly, the Shares will not be registered under the Exchange Act and the Company will not be subject to the reporting requirements of the Exchange Act. The Company expects to establish at the Unbundling Operative Date an American Depositary Share (“ADS”) facility in the US representing underlying Shares. The Company ADSs will also not be listed on any securities exchange in the US.

US and other Overseas Shareholders should see “Part XVI – Settlement/Dealings ‘Overseas Shareholders’” for further information applicable.

Forward-looking statements

This Pre-listing Statement includes statements that are, or may be deemed to be, “forward-looking statements”. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms “anticipates”, “believes”, “estimates”, “expects”, “intends”, “may”, “plans”, “projects”, “should” or “will”, or, in each case, their negative, other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this Pre-listing Statement and include, but are not limited to, statements regarding Naspers and/or the Company and their respective groups’ intentions, beliefs or current expectations concerning, among other things, results of operations, prospects, growth, dividends, strategies and expectations of their respective businesses and the Unbundling and/or Admission and their respective successful implementation.

By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. Forward-looking statements are not guarantees of future performance and the actual results of Naspers and/or the Company and their respective groups’ operations and the development of the markets and the industry in which they operate or are likely to operate and their respective operations may differ materially from those described in, or suggested by, the forward-looking statements contained in this Pre-listing Statement. In addition, even if the results of operations and the development of the markets and the industry in which Naspers and/or the Company and their respective groups operate, are consistent with the forward-looking statements contained in this Pre-listing Statement, those results or developments may not be indicative of results or developments in subsequent periods. A number of factors could cause results and developments to differ materially from those expressed or implied by the forward-looking statements, including, without limitation, general economic and business conditions, industry trends, competition, changes in regulation, currency fluctuations or advancements in research and development and the other factors discussed in the section titled “Part IV – Risk Factors” and elsewhere in this Pre-listing Statement.

Forward-looking statements may, and often do, differ materially from actual results. Any forward-looking statements in this Pre-listing Statement reflect the Company’s and the Group’s current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to Naspers and/or the Company and their respective groups’ operations, results of operations and growth strategy.

None of Naspers, the Company or any member of their respective groups undertakes or is subject to any obligation to update the forward-looking statements to reflect actual results or any change in events, conditions or assumptions or other factors unless otherwise required by the JSE Listings Requirements.

Shareholders should note that the contents of these paragraphs relating to forward-looking statements are not intended to qualify the statements made as to sufficiency of working capital in this Pre-listing Statement.

Market Information

Without derogating from the Directors’ responsibility statement in Part XVII – Additional Information, the Company and/or its advisers have obtained market data and certain industry information used in this Pre-listing Statement from internal surveys, reports and studies, where appropriate, as well as market research, publicly available information and industry publications. Industry publications generally state that the information they contain has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information are not guaranteed. Similarly, internal surveys, estimates and market research, while believed to be reliable, have not been independently verified, and the Company does not make any representation as to the accuracy of such information and/or the veracity or appropriateness of research methodology, findings or information. Similarly, while the Company believes its internal estimates to be reasonable, they have not been verified by any independent sources, and the Company cannot give any assurance as to their accuracy.

5

Enforcement of foreign judgements in South Africa

The Company is a public company incorporated under the laws of South Africa with a significant portion of the assets of the Group located in South Africa. In addition, most of the Directors of the Company (“Directors”) and members of Senior Management are resident in South Africa. As a result, it may not be possible for Shareholders to effect service of process upon such persons or to enforce any judgements obtained in the courts of foreign jurisdictions against them.

As a matter of policy, South African courts are inclined to enforce foreign judgements provided certain thresholds are satisfied, particularly in view of the principles of comity and reciprocity. Foreign judgements in this context would include judgements procured from other national courts as well as international judicial forums or tribunals. A foreign judgement is not directly enforceable in South Africa, but constitutes a cause of action that will be enforced by South African courts provided that:

• the court that pronounced the judgement had jurisdiction and international competence to entertain the case according to the principles recognised by South African law with reference to the jurisdiction of foreign courts. A foreign judgement may not be recognised in South Africa if the foreign court exercised jurisdiction over the defendant in circumstances where a South African court would not exercise jurisdiction over a defendant (even where the foreign court exercised jurisdiction in line with its domestic procedures);

• the judgement is final and conclusive (that is, it cannot be altered by the court that pronounced it);

• the judgement has not lapsed;

• the recognition and enforcement of the judgement by South African courts would not be contrary to public policy, including observance of the rules of natural justice, which require that the documents initiating the foreign proceedings were properly served on the defendant and that the defendant was given the right to be heard and represented by counsel in a free and fair trial before an impartial tribunal. Usually, a fundamental breach of justice or procedural unfairness is relevant and not merely minor procedural irregularities;

• the judgement was not obtained by fraudulent means;

• the judgement must not be in conflict with a South African statute;

• the judgement does not involve the enforcement of a penal or revenue law of the foreign state; and

• the enforcement of the judgement is not otherwise precluded by the provisions of the South African Protection of Businesses Act, 99 of 1978 (as amended) (“Protection of Businesses Act”). That Act requires that consent of the Minister of Economic Development is sought for enforcement of certain judgements, but South African courts have, to date, interpreted this requirement as applying only in circumstances where the claim is connected in one or other way to raw materials and products.

It is the policy of South African courts to award compensation for the loss or damage actually sustained by the person to whom the compensation is awarded. Although the award of punitive damages is generally unknown to the South African legal system, such awards handed down in foreign jurisdictions are not necessarily contrary to public policy. Whether or not the enforcement or recognition of a foreign judgement is contrary to public policy will depend on the facts of each case. Exorbitant, unconscionable or excessive awards will generally be contrary to public policy. In this respect, in one instance, an award of punitive damages, which was equivalent to 100% of ordinary damages, was held to be excessive and was not enforced, but much will depend on the circumstances of the case. South African courts will not enter into the merits of a foreign judgement and will not act as a court of appeal or review over a foreign court. The South African courts’ assessment of foreign judgements is usually confined to jurisdictional and procedural matters, although public policy (including considerations pertaining to the Constitution of the Republic of South Africa, 1996) imports certain substantive dimensions.

South African courts will usually implement their own procedural laws and, where an action based on a contract governed by a foreign law is brought before a South African court, the capacity of the parties to the contract will usually be determined in accordance with South African law. It is doubtful whether an original action based on the securities laws and regulations of the foreign jurisdictions can be brought before South African courts.

6

TABLE OF CONTENTS

Page

PART I – CORPORATE INFORMATION 7

PART II – OVERVIEW OF ADMISSION 8

PART III – EXPECTED TIMETABLE OF PRINCIPAL EVENTS 10

PART IV – RISK FACTORS 11

PART V – INDUSTRY OVERVIEW 22

PART VI – BUSINESS OF THE GROUP 29

PART VII – RESTRUCTURING AND FORMATION OF THE GROUP 39

PART VIII – COMMITMENT TO TRANSFORMATION AND B-BBEE TRANSACTIONS 43

PART IX – DIRECTORS, SENIOR MANAGEMENT AND CORPORATE GOVERNANCE 46

PART X – PRESENTATION OF INFORMATION 60

PART XI – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 62

PART XII – DIVIDENDS AND DIVIDEND POLICY 75

PART XIII – INCORPORATION AND SHARE CAPITAL 76

PART XIV – TAXATION 80

PART XV – EXCHANGE CONTROL 84

PART XVI – SETTLEMENT/DEALINGS 86

PART XVII – ADDITIONAL INFORMATION 88

Annexe 1 Combined Historical Financial Information 101

Annexe 2.a Independent Reporting Accountant’s Audit Report on the Combined Historical Financial Information for the year ended 31 March 2018 159

Annexe 2.b Independent Reporting Accountant’s Review Report on the Combined Historical Financial Information for the years ended 31 March 2017 and 31 March 2016 163

Annexe 3 Condensed Combined Interim Financial Information 165

Annexe 4 Independent Reporting Accountant’s Report on the Condensed Combined Interim Financial Information 177

Annexe 5 Incorporation Financial Information 179

Annexe 6 Independent Reporting Accountant’s Audit Report on the Incorporation Financial Statements as at 4 September 2018 187

Annexe 7 Pro Forma Financial Information 189

Annexe 8 Independent Reporting Accountant’s Report on the Pro Forma Financial Information 198

Annexe 9 Independent Accountant’s Report on the Non-IFRS Financial Measures 200

Annexe 10 Proposed computation of number of subscribers 202

Annexe 11 Particulars of the Directors and Senior Management of the Company 203

Annexe 12 Company Share Plans 219

Annexe 13 The Major Subsidiaries and their Directors 224

Annexe 14 Principal Immovable Properties Held or Occupied 227

Annexe 15 Material Borrowings and Material Inter-Company Balances 230

Annexe 16 Extracts from the Company MOI and the Memoranda of Incorporation of the Major Subsidiaries 232

Annexe 17 Material Contracts 260

Annexe 18 ADS Facility 267

Annexe 19 King Code Register 274

Annexe 20 Definitions, Glossary and Interpretation 282

7

PART I – CORPORATE INFORMATION

Directors

Independent non-executive Directors Non-executive Directors

Stephan Joseph Zbigniew Pacak Francis Lehlohonolo Napo Letele(Lead independent Director) Elias MasilelaDonald Gordon Eriksson John James VolkwynKgomotso Ditsebe MorokaLouisa Stephens

Executive Directors

Mohamed Imtiaz Patel (Chairperson)Calvo Phedi Mawela (CEO)Timothy Neil Jacobs (CFO)

Company secretary Registered office

Rochelle Joy Gabriels CA(SA) MultiChoice Group Limited, formerly, MultiChoice MultiChoice City Group Proprietary Limited and K2018473845 144 Bram Fischer Drive (South Africa) Proprietary LimitedRandburg (Registration number 2018/473845/06)South Africa, 2194 MultiChoice City 144 Bram Fischer Drive Randburg South Africa, 2194 (PO Box 1502, Randburg, South Africa, 2125) Registered and incorporated on 4 September 2018

as a private company and converted to a public company in South Africa on 11 January 2019

Joint Financial Adviser to Naspers Joint Financial Adviser to Naspers

Citigroup Global Markets Limited Morgan Stanley & Co International plc(Registration number 1763297) (Registration number 165935)Citigroup Centre, Canada Square 24 Cabot SquareLondon E14 5LB Canary WharfUnited Kingdom London, E14 4QA United Kingdom

Sponsor Transfer secretaries

Rand Merchant Bank (a division of FirstRand Bank Limited) Singular Systems Proprietary Limited(Registration number 1929/001225/06) (Registration number 2002/001492/07)4 Merchant Place 25 Scott Street1 Fredman Drive WaverleySandton Johannesburg, South Africa, 2090South Africa, 2196 (PO Box 785261, Sandton, South Africa, 2146)(PO Box 786273, Sandton, South Africa, 2146)

South African legal adviser to Naspers and the Company Auditor and independent reporting accountant

Webber Wentzel PricewaterhouseCoopers Inc.90 Rivonia Road Waterfall CitySandton, 2196 4 Lisbon LaneSouth Africa Jukskei View(PO Box 61771, Marshalltown, MidrandJohannesburg, South Africa, 2107) South Africa, 2090 (Private Bag X36, Sunninghill, South Africa, 2157)

8

PART II – OVERVIEW OF ADMISSION

Introduction

As announced on SENS by Naspers on Monday, 21 January 2019 (“Naspers Announcement”), the Naspers Board intends to implement an unbundling by way of a pro rata distribution in specie of ordinary shares of no par value in the Company for no consideration to Shareholders in terms of section 46 of the Companies Act and section 46 of the Income Tax Act (“Unbundling”). Naspers intends to distribute 438 837 468 Shares (being 100% of the issued Shares and all of the Shares held by Naspers) to Shareholders recorded on the Naspers securities register at 17:00 on Friday, 1 March 2019 (“Unbundling Record Time”) on the terms as set out in the Naspers Announcement. It is expected that Shareholders will receive one Share for every one Naspers “N” Share held and one Share for every five Naspers “A” Shares held.

Pursuant to the Unbundling, the Company will be an independent publicly traded company. The purpose of this Pre-listing Statement is to provide Shareholders with information regarding the business and affairs of the Company and the Group and of the Admission.

Approvals

The South African Reserve Bank (“SARB”) has granted the necessary regulatory approvals for the Admission.

The JSE has approved the Admission of all of the Company’s issued, and to be issued, Shares in the “Broadcasting and Entertainment” sector of the JSE list, under the abbreviated name “MC Group” and the share code “MCG” with effect from the commencement of trade on Wednesday, 27 February 2019.

Overview of the Group

The Group has grown into one of the leading video entertainment operators on the African continent and is one of the fastest growing pay-TV broadcast providers global1, entertaining over 13.5 million households in 50 countries across multiple platforms, including digital satellite television (“DTH” or “Direct to Home”) and digital terrestrial television (“DTT”), as well as through online solutions.

Today, the Group is structured around the following three business segments:

• South Africa, the Group’s division that offers digital satellite television and subscription video-on-demand services to 6.9 million subscribers in South Africa as at 31 March 2018. Connected Video, which forms part of the South Africa segment from a financial reporting standpoint, delivers online video entertainment services to subscribers;

• Rest of Africa, the Group’s division which offers digital satellite, online services and digital terrestrial television services to 6.6 million subscribers across Africa as at 31 March 2018; and

• Technology, which includes the Group’s leading digital platform and application security division, Irdeto.

In the past two financial years, the Group has generated resilient revenue and subscriber growth. For further information please see “Part XI – Management’s Discussion and Analysis of Financial Condition and Results of Operations”.

As a pioneer in the African pay-TV ecosystem, the Group has played an important role in making information and entertainment easily accessible. As an African business, its investments have brought both social and economic benefits to the communities in which it operates, through investments in content, access to information, job opportunities, partnerships and training. Some of the key corporate social responsibility programmes initiated by the Group include:

• the Let’s Play initiative, an award winning, corporate social initiative programme aimed at encouraging young people to participate in sport;

• the MultiChoice Diski Challenge, a football development programme, which has created opportunities for young, aspiring footballers to become professionals and enhance their life-skills, and has also created a platform for interns working towards a career in broadcasting. In addition, the MultiChoice Diski Challenge content partnership with community TV stations provides full, live content rights, free of charge, to community TV channels;

• the Magic in Motion Academy which plays a critical role in contributing skills in the film and TV industry and empowering the next generation of storytellers by giving young Africans on-the-job training and the opportunity to get hands-on experience by working with experienced producers; and

1 Based on company filings in 2017.

9

• the SuperSport Rugby Challenge, which is a rugby tournament in association with SA Rugby that aims to re-establish amateur rugby, including the vital link between club and provincial rugby.

Today, the Group employs more than 9 000 people, mostly in Africa, and indirectly creates economic prosperity for over 20 000 more who are employed by its various partners and suppliers across the continent. It remains committed to broad, socio-economic transformation in South Africa, most notably through Phuthuma Nathi Investments (RF) Limited (“PN 1”) and Phuthuma Nathi Investments 2 (RF) Limited (“PN 2”) (collectively, “PN”), its share schemes, aimed at empowering local communities.

The indicative timetable for Admission is set out in “Part  III – Expected Timetable of Principal Events” of this Pre-listing Statement.

10

PART III – EXPECTED TIMETABLE OF PRINCIPAL EVENTS

The definitions and interpretations contained in Annexe 20 to this Pre-listing Statement apply to this Part III – Expected Timetable of Principal Events, except where otherwise indicated.

The following indicative timetable sets out expected dates for the implementation of the Admission1.

Event Time and/or date2

Publication of this Pre-listing Statement and declaration information Monday, 21 January 2019

Abridged Pre-listing Statement published on SENS Monday, 21 January 2019

Pre-listing Statement posted to Shareholders Monday, 21 January 2019

Finalisation announcement expected to be released on SENS, if required Tuesday, 19 February 2019

Last day to trade in order to participate in the Unbundling Tuesday, 26 February 2019

Admission to listing and trading of Shares from commencement of trade (MCG ISIN: ZAE000265971) Wednesday, 27 February 2019

Naspers Shares trade “ex” entitlement to receive Shares3 Wednesday, 27 February 2019

Announcement to be released on SENS on the fractional cash proceeds in respect of fractional entitlements of Naspers “A” Shares4 By 11:00 Thursday, 28 February 2019

The ratio of apportionment of expenditure and market value in respect of the Unbundling released on SENS Thursday, 28 February 2019

Unbundling Record Date and Time 17:00 on Friday, 1 March 2019

Unbundling Operative Date 09:00 on Monday, 4 March 2019

Dematerialised/Uncertificated Shareholders’ CSDP and/or Broker accounts expected to be updated and credited with Shares Monday, 4 March 2019

Dispatch of share certificates for Shares to Certificated Shareholders Monday, 4 March 2019

Bank of New York Mellon, as depositary, expects to receive credit of Shares at its custodian banks in South Africa for proportion allocated to ADS and to issue ADSs to holders of Naspers ADS Monday, 4 March 2019

Notes:1 The expected dates and times listed above may be subject to change. Any material changes will be announced on SENS. All references to

times are to South African standard time unless otherwise stated.2 All references to times are to South African standard time, unless otherwise stated.3 The Unbundling will result in certain Naspers “A” Shareholders being entitled to fractions of Shares. Any fractional entitlements to Shares

which a Naspers “A” Shareholder is entitled will be dealt with in accordance with the Naspers Announcement.4 There may be no rematerialisation or dematerialisation of Naspers Shares between Wednesday, 27 February 2019 and Friday, 1 March 2019,

both days inclusive.

11

PART IV – RISK FACTORS

The risks and uncertainties described below represent the risks the Group believes to be material, but these are not the only risks and uncertainties the Group faces. Additional risks and uncertainties not presently known to the Group or that the Group currently believes are immaterial could also impair the Group’s business operations. If any of the following risks actually materialise, the Group’s business, results of operations, financial condition or prospects could be adversely affected. If that were to happen, the trading price of the Shares could decline and investors may lose all or part of their investment. Factors which are material for the purpose of assessing the market risks associated with the Shares are also described below.

RISKS RELATED TO THE BUSINESS OF THE COMPANY

The Business is conducted in a competitive environment with developing market demographic and technological trends, changing customer preferences and viewing habits and regulators becoming more engaged in the sector in general

The Group competes directly with other video entertainment services and licensees, including state-owned and private free-to-air broadcast networks and international over-the-top services for customers, programming, audience share and advertising revenue. The Group also competes with motion picture theatres, mobile network operators, gaming and other entertainment and leisure activities for general leisure spending.

The Group faces competition from global companies that deliver content to consumers over the internet (including Netflix), often without charging a fee for access to the content (e.g. YouTube), or charging a lower fee than the subscription prices charged by the Group. Also in the Rest of Africa specifically, various competitors have entered or plan to enter the video entertainment market. The entry of additional competitors using any of the existing and/or new platforms, could impact and/or erode the Group’s video entertainment subscriber base. Currently, its main competitor is StarTimes, which operates a DTH service in South Africa and DTT and DTH services in various Rest of Africa countries, including the major markets of Nigeria and Kenya.

The Group’s business environment is subject to rapid technological change and changes in consumer preferences and viewing habits which could render the products and services offered by the Group less attractive

The rate of technological change and adoption of new technologies currently affecting the video entertainment industry is rapid. Trends, such as the convergence of television, the internet, mobile telephones and other media, have created an unpredictable environment. New technologies or industry standards have the potential to replace or provide lower-cost alternatives to products and services that are currently sold by the Group.

The Group is constantly developing new services and products, the timing and introduction of which are subject to risks and uncertainties. Unexpected technical, operational, logistical, regulatory or other problems could delay or prevent the introduction of one or more of these services or products. As technology evolves to accommodate multimedia services and products, the Group will need to adapt to, and support, these services and products in order to be successful.

Consumer preferences may change as a result of the availability of alternative services or products, such as less expensive or more innovative services or products. The Group’s ability to remain competitive and develop successful services and products also depends on its ability to predict accurately and to anticipate changes in consumer demand. It is not possible to predict whether technological innovations will, in the future, make some of the services and products offered by the Group less competitive. In addition, the availability of affordable broadband together with smart consumer devices in the Rest of Africa in the longer term, will allow consumers greater choice and therefore can impact on the DTH and DTT subscription services provided by the Group.

The Group may lose subscribers and revenue if it cannot acquire, produce or retain attractive programming

The continued success of the Group depends upon its ability to continue to acquire attractive general entertainment, sport and other programming on reasonable commercial terms. Much of the programming is sourced from suppliers and rights holders. The film studio and sport programming contracts of the Group are up for renewal from time to time. In the event these contracts are not renewed or renewed on terms in excess of budget, the Group may be required to seek alternative programming from other sources or costs of content may increase. The Group cannot be sure whether alternative programming would be available on commercially reasonable terms or whether the alternative programming would appeal to its subscribers. In addition, certain general entertainment and sport programming may not be available to the Group if it has been licensed exclusively to another provider.

In the past, competitors have acquired rights to sports content in various territories, such as, the English Premier League and UEFA Champions League and competitors currently hold rights to: Bundesliga, French Ligue 1 and the International Association of Athletics Federations World Championships, for example. The Group’s business

12

strategy also depends on its ability to offer attractive programming on an exclusive basis in order to differentiate itself from competitors. It may become more difficult to maintain exclusive rights to programming, particularly in the light of the fact that the exclusivity of content rights is under increased scrutiny by regulators throughout Africa.

The Group may lose subscribers if it cancels or reduces its subsidies of decoders

The Group currently subsidises a portion of the cost of decoders and the installation thereof to subscribers. Should a decision be taken to reduce or cancel the subsidy of decoders and installation, the Group’s offerings may become less attractive to new subscribers and could result in a decrease in the number of new subscribers. If the Group is not able to attract new subscribers and/or retain existing subscribers, Group revenue may be negatively impacted.

The Group is exposed to material long-term commitments which may impact on the Group’s revenue

The Group has many long-term agreements and commitments, including in particular, content rights and satellite transponder lease agreements (and related liabilities), which are material to the Business. These commitments remain in place irrespective of the Group’s financial performance. Should the Group be experiencing strains on cash flows, for example, the commitments to which it is a party will place further strain on the revenues and cash flow generation of the Group, which could also restrict the Group’s ability to deliver on its strategy.

Steady or declining subscriber levels may prevent further growth of the Business

The Group may face difficulties in maintaining or growing the number of its subscribers, and in potential down-trading by subscribers with a negative impact on the average revenue per user (“ARPU”), due to competition from new entrants to the video entertainment market and from other sources competing for discretionary income, economic and other local difficulties, the loss of popular general entertainment and sport and programming content, and seasonality associated with the markets in which the Group operates. The loss of DTH subscribers (as experienced in the 2016 financial year) particularly in the upper tiers due to the commodity crisis and the resulting depreciation of currencies in the Rest of Africa (as experienced in the 2016 financial year) especially given that more than 80% of the Group’s revenue in the 2018 financial year came from subscription revenue, may have a significant impact on earnings and cash flows of the Group. While plans implemented to reinvigorate growth and cut costs may have a positive impact, such impact may take time to achieve the desired result or not achieve it at all.

Declining subscriber levels could also adversely affect the Group’s digital security business, Irdeto, because the Group’s video entertainment operators constitute some of Irdeto’s customers. Steady or declining subscriber levels make it difficult for the Group to grow its Businesses.

The Group’s advertising revenue is impacted by its video entertainment subscriber numbers and the audience viewing share of its channels. The viewing behaviour of television viewers could also negatively affect the Group’s advertising revenue, as viewers with a personal video recorder or viewers of on-demand programming may choose not to view any advertising. The Group cannot be certain that these factors will always be favourable to it and any adverse developments or changes could have a negative impact on its advertising revenue.

The Group relies on related and third-party service providers to distribute its products and services in certain jurisdictions and does not exercise direct control over the quality of service and interactions with regulators and subscribers

In certain jurisdictions, for example, Angola, Zimbabwe, Mozambique and Malawi, the Group relies on third-party service providers to provide its goods and services to customers. As these relationships are regulated by agreements between the Group and the relevant third-party service providers, the Group has limited insight into the day-to-day operations of these third-party service providers. The Group will only be able to address any concerns with the relevant third-party service provider if a subscriber complains to the Group directly or the Group conducts an audit and/or inspection. Because of the reliance on these parties in various African jurisdictions and the Group’s limited oversight in relation to their operations, the Group is at risk of losing subscribers if they do not provide an efficient service.

In addition, some of the third-party service providers may be required to obtain operating licences and may be required to engage with regulators. Again, as the Group has limited oversight, it cannot control the full extent of engagements, compliance and conduct that third-party service providers have with regulators. This may negatively impact the operations of the Business and the reputation of the Group. If a third-party service provider engages in bribery and corruption, this may implicate the Group as a result of the contractual relationship between the Group and the third-party service provider and the Group may be prosecuted under various anti-bribery and corruption legislation that apply to the Group.

Furthermore, third-party service providers have been selected by the Group due to particular skills, abilities or other qualifications that employees or an owner of a third-party service provider have that in certain instances are unique or personal to them. Should a particular employee or owner cease to be employed or own the business, retire or pass away, it may negatively affect the Business as it may be necessary for the Group to enter into engagements with a new third-party service provider that fulfils the requirements of the Group or in certain instances, where skills, abilities or qualifications cannot be met, may not be possible to engage with a local third-party service provider.

13

The Group’s intellectual property rights may not be adequately protected under current laws in some jurisdictions, which may adversely affect its results and ability to grow the Business

The products of the Group often contain intellectual property content that is delivered through a variety of media. The Group relies on trademark, copyright, trade secret and other intellectual property laws and employee and third-party non-disclosure agreements to establish and protect its proprietary rights in these products. The Group conducts business in some countries where the extent of the legal protection for its intellectual property rights is not well-established or is uncertain.

Despite patent, trademark and copyright protection, third parties may be able to copy, infringe or otherwise profit from the Group’s intellectual property rights without its authorisation. If unauthorised copying or misuse of the Group’s products were to occur to any substantial degree, the Business, results of operations and financial condition of the Group could be adversely affected. Litigation may be necessary to protect the Group’s intellectual property rights, which could result in substantial costs and the diversion of the Group’s efforts away from operating the Business.

If the Group fails to maintain its brand recognition, the Group may face difficulty in obtaining new customers and business partners

The Group’s brand names, such as “MultiChoice”, “M-Net”, “SuperSport”, “DStv”, GOtv, Showmax and Irdeto are important corporate assets that help distinguish the Group’s products and services from those of its competitors. The Group and its products are vulnerable to adverse market, media and political perception as it operates in an industry where integrity, customer trust and confidence are paramount.

Any direct or indirect damage to the Group’s reputation or brand as well as its associated brands, could affect the Group’s ability to attract and retain customers or have other adverse effects on the Group in ways that are not predictable. Such damage could arise from failure or perceived failure to comply with legal and regulatory requirements, financial reporting irregularities, increasing regulatory and law enforcement scrutiny of “know your customer”, anti-money laundering and anti-terrorist financing procedures and their effectiveness, regulatory investigations, significant changes to key stakeholders, disclosure of confidential customer information, cybersecurity breaches and inadequate services, among other factors, whether or not well founded, and litigation that arises from any of the foregoing, as well as regulatory enforcement actions, fines and penalties. The Group’s reputation and its brands could also be negatively impacted by misconduct or malpractice by intermediaries, business promoters, agents or franchisees or other third parties linked to the Group.

For example, the Group’s brand was negatively impacted during November 2017 when concerns regarding the Group’s relationship with the ANN7 news channel and the manner in which the Group engaged with the Minister of Communications, were raised in the media. For further information, please see “Part XVII – Additional Information” of this Pre-listing Statement.

Loss of key personnel could have a negative impact on the Group’s operations

The Group relies on a number of experienced employees with detailed knowledge of the Business and the markets in which the Group operates. Unanticipated losses of key employees or the inability to identify, attract and retain qualified personnel in the future could adversely affect the Business. In particular, as a result of changing technologies and fast developments in the video entertainment industry, technical, analytical and engineering skills of employees are critical to the Group. Due to stringent competition in the technological and video entertainment industry, it is becoming more difficult for the Group to attract and retain employees with these skill sets.

The Business relies on software and hardware systems that are susceptible to failure

The Business is operated through complex broadcast and computer systems. Although the Group has disaster recovery plans in the event of damage from fire, floods, earthquakes, power loss, telecommunications failures, break-ins, war, terrorist acts and similar events, these plans may not be effective for such events or other occurrences. If any of the aforegoing occurs, the Group may only be able to offer a limited service or no service at all.

Interruptions to the availability of the Group’s services or increases in the response times of the Group’s services caused by the failure of its software or hardware systems could reduce user satisfaction and the Group’s attractiveness to consumers and advertisers.

The Group’s operations are susceptible to outages due to fire, floods, acts of war or terrorism, power loss, telecommunications failures, break-ins, industrial actions and similar events. Despite the Group implementing network security measures, its servers may be vulnerable to computer viruses, software failure as a result of viruses, design faults and inadequate testing, break-ins and similar disruptions from unauthorised tampering with the Group’s computer systems. The Group invests significant capital and other resources to protect its websites and systems against the threat of computer viruses and hackers and to alleviate any problems caused by them. If a computer virus affecting the Group’s system is highly publicised, the Group’s reputation could be materially damaged. In addition, the Group relies on information technology systems for its internal communications, controls, reporting and relations with customers and suppliers. A significant disruption due to computer viruses, malicious intrusions, the setting up of shared services centres or the installation of new systems could affect the Group’s communications and operations, particularly when the Group is required to migrate its hardware and software to new systems.

14

Satellite failures could adversely affect the Business and the ability to grow it

The Group’s television programming is transmitted to its customers through various satellites leased by the Group for this purpose, and in some regions its terrestrial signals are also transmitted to regional broadcast points through satellite downlinks. In addition, the Group receives a significant amount of its programming through satellites. The contractual arrangements relating to satellites are long-term in nature. Satellites are subject to significant risks such as defects, incorrect orbital placement and destruction and damage that may prevent or impair proper commercial operations. All satellites have limited useful lives, which vary as a result of their construction, the durability of their components, the capability of their solar arrays and batteries, the amount of fuel remaining once in orbit, the launch vehicle used and the accuracy of the launch. The operation of satellites is beyond the control of the Group and the Group is not insured for business interruption as a result of satellite failure. Future launch failures or disruption of the transmissions of satellites that are already operational could materially adversely affect the Group’s operations. In addition, the ability of the Group to transmit programming following the end of the expected useful lives of the satellites currently used and to broadcast additional channels in the future will depend upon the Group’s ability to obtain rights to utilise transponders on other or replacement satellites. In the event of a satellite failure, the Group would need to make alternative arrangements for transponder capacity. The Group may not be able to obtain alternative capacity rights on commercially reasonable terms or at all. In the event that the Group has to obtain alternative transponder capacity, it may need customers to realign their satellite dishes to receive the broadcasting signals, which could prove impractical and expensive to implement. If the Group is unable to obtain sufficient satellite transponder capacity in the future, or if contracts with satellite providers were to be terminated, this would have a material adverse effect on the Group’s business and operations.

Unauthorised access to programming signals may adversely affect the Group’s revenue and programming arrangements

The Group faces the risk that its programming signals will be accessed by unauthorised users. The delivery of subscription programming requires the use of conditional access technology to prevent unauthorised access to programming, or “piracy”. The Group mainly utilises conditional access technology supplied by its subsidiary, Irdeto. This conditional access technology needs to be updated continually to remain effective in preventing unauthorised access. The Group will continue to incur substantial expenditures to replace or upgrade its conditional access technology in the future. Conditional access technology cannot completely prevent piracy, and virtually all video entertainment markets are characterised by varying degrees of piracy that manifest themselves in different ways. In addition, security technology cannot completely prevent the illegal retransmission or sharing of a television signal once it has been decrypted, although it can help trace it and identify its source. If the Group fails to adequately prevent unauthorised access to transmissions, the Group’s ability to contract for programming services could be materially adversely affected and the Group may lose subscribers who can receive pirated signals.

LEGAL AND REGULATORY RISKS AFFECTING THE GROUP

The Group’s operations are dependent on licences, the obtaining, renewal or maintenance of which may be uncertain or challenging and which may adversely affect the Business and its operating profits

The Group’s operations are subject to governmental regulation in the countries in which it operates. Governmental regulation can take the form of price controls, service requirements, programming content restrictions, programming rights restrictions, ownership restrictions (such as the Foreign Control Restrictions), management and leadership restrictions, licensing requirements and restrictions on the amount or content of advertising. Any of these political and regulatory processes could adversely affect the Business in certain circumstances. Failure or delays in obtaining or renewing any necessary regulatory approvals could adversely affect the Group’s ability to offer some or all of its services. In most of the countries in which the Group conducts business, it operates under licences obtained from governmental or quasi-governmental agencies. These licences are subject to periodic renewal, and the Group may not be able to renew the licences on terms as favourable as the existing licences or at all. For example, the DTT and DTH licences of the Group in Nigeria are subject to upcoming review for renewal by the Nigerian regulatory authority and there is the risk that these licences may not be renewed or renewed on terms less favourable than the licences currently granted to the Group.

From time to time, parties may also seek to challenge the validity of licences or attempt to interfere with rights granted to the Business. This may result in the loss of rights held by, or the incurrence of additional cost to, the Business.

The licences and/or other forms of approvals issued or granted to the Group from time to time may, as a result of local participation or other indigenisation requirements, require the Group to maintain a certain level of ownership by persons or a class of persons identified in the relevant licences and/or other forms of approvals. Failure to maintain the required level of ownership may have a material adverse impact on the licences and/or other forms of approvals issued or granted to the Group, the operations of the Group and/or the Business. For example, MCSA is required, at all times, to have no less than 30% ownership by persons from historically disadvantaged groups. In order to achieve this, MCSA has implemented a Broad-Based Black Economic Empowerment (“B-BBEE”) scheme with PN. Further detail regarding MCSA’s B-BBEE ownership is set out in “Part VIII – Commitment to Transformation and

15

B-BBEE Transactions”. Similarly in Kenya, the Group has implemented a transfer of 30% of the shares held by the Group in GOtv Kenya to a qualifying local nominee (whilst maintaining the beneficial interest in the stake) in order to comply with local ownership requirements.

Adverse changes in the regulatory framework of any country in which the Group operates may impact the Group

Adverse changes in the regulatory framework of any country in which the Group operates may occur. The media and competition regulatory frameworks of the countries in which the Group operates are subject to change, and such regulatory authorities may increase their regulation of the Business in these countries.

There are several legislative proposals and other initiatives underway in some markets, particularly in South Africa where, among others, amendments are proposed in relation to:

• the Electronic Communications Act, 36 of 2005 (as amended) (“ECA”), proposing amendments to the Independent Communications Authority of South Africa’s (“ICASA”) powers, the regulatory spectrum and conduct of competition enquiries;

• the Copyright Act, 98 of 1978 (as amended) in relation to royalties for repeats of local content licences or commissioned programmes, that could impact the manner in which the Group conducts the Business and the value of the rights owned by the Group;

• the Performers’ Protection Act, 11 of 1967 (as amended) in relation to performers’ compensation for, among others, repeat broadcasts, that could have a negative financial impact on the Business, due to the Group being required to compensate performers for the repeat broadcast of programming; and

• the Competition Act, which may introduce wide-ranging remedies to address competition, which may have an impact on all business in South Africa, including that of the Group.

In addition, because of its leading position in the markets in which the Group operates, the Group is frequently required to participate in engagements with, and investigations by, the relevant regulators relating to the Group’s position in such markets. In South Africa, for example, the South African Competition Commission (“Competition Commission”) is investigating a complaint against the Group by On Digital Media alleging anti-competitive bundling of sports rights and alleged abuse of dominance, which could result in adverse regulatory action by the authorities, including administrative penalties and negative publicity, which may adversely affect the Group.

Further in South Africa, there have also been initiatives by the Department of Health over the last five years to put in place legislative prohibitions on alcohol advertising. The broadcasting sector and others have raised concerns about the adverse economic impacts of a ban on alcohol advertising. These initiatives re-emerged in the final National Liquor Policy gazetted by the Minister of Trade and Industry on 30 September 2016. The Minister of Trade and Industry also gazetted on the same date the Liquor Amendment Bill of 2016 (“Liquor Amendment Bill”) that deals with, among other issues, providing the Minister with the powers to prohibit alcohol advertising on television during specified periods. The broadcasting sector, the liquor industry and the Group have made submissions to the Ministry of Trade and Industry on the Liquor Amendment Bill highlighting the tremendous financial impact of loss of advertising revenue from alcohol advertising and the impact on sports development programmes. A ban on alcohol advertising will negatively affect advertising revenues of the Group as various programmes, particularly on M-Net and SuperSport, rely on revenue from advertising and broadcast sponsorship from the liquor marketers. The laws, regulations and regulatory requirements currently affecting the Group (and the products and services that the Group develops and/or sells) may change in ways that could have a material adverse effect on the Group’s Business, financial condition, results of operations and prospects. It is difficult to accurately predict the timing, scope or form of future regulatory initiatives and reforms.

In certain jurisdictions, the Group is also dependent on regulatory authorities allocating frequencies for use in the Group’s DTT Business. If these allocations are not made and/or approved by the relevant regulatory authorities, or are allocated in a manner different to that applied for, this could affect the Group’s ability to provide services to its customers in these jurisdictions and consequently adversely affect the Group’s revenues.

The outcome of litigation or governmental investigations may adversely impact the Business or results of operations

Due to the international nature and scale of the Group’s operations, the Group is exposed to legal and regulatory risks. These may include, among others, risks relating to claims or governmental investigations pertaining to competition, consumer protection, labour law, data protection, commercial contracts, tax disputes, compliance matters, acquisitions, disposals, joint ventures and investments. The Group is currently party to certain lawsuits and governmental investigations. Adverse outcomes in some or all of the claims or matters pending may result in monetary damages or other remedies that could adversely affect the Group’s results of operations or ability to conduct business. Such adverse outcomes could also result in reputational damage to the Group. In addition, as a result of the highly regulated and consumer focused industry in which the Group operates, regulators routinely investigate the industry in order to, among others, regulate the manner in which the Group operates in the relevant jurisdiction. This regulatory focus or action could ultimately result in a change in the manner in which Business is conducted or affect the cost of doing business in certain jurisdictions, including for example, new and/or different regulatory compliance standards or potential penalties and/or censure to the Group if the Group is found to have acted in contravention of any regulations.

16

South Africa

In South Africa, during June 2016, ICASA launched an inquiry into the subscription broadcasting market to look at competition in the subscription broadcasting market. On 25 August 2017, ICASA published a discussion document for public comment. The Group made public submissions to the inquiry on 11 May 2018. The inquiry is ongoing and it plans to have a findings document published by 31 March 2019. The Group has made submissions to ICASA in which it demonstrates that the audio-visual services market has effective competition and that there is no basis justifying any form of ex ante regulation by ICASA. The outcome of the inquiry is, however, uncertain and could have a material adverse impact on the Group and its Business.

ICASA has commenced reviewing the Sports Broadcasting Regulations of 2010 and has invited interested parties to make written representations on the draft regulations which it has published in the Government Gazette. The Group will participate fully in this process. The outcome of the review may have an adverse impact on the Business of the Group should, for example, the number of listed national sporting events which must be broadcast by free-to-air broadcasters be expanded.

ICASA has also published a questionnaire designed to assist it with a regulatory impact analysis of the current “Must Carry” regulations, which may negatively impact the Business, should, the Group, for example, be required to pay for the public broadcaster channels that it carries.

In November 2018, the Competition Commission concluded (and made consequent recommendations to the Competition Tribunal) that, in relation to the 2013 South African Broadcasting Corporation (“SABC”) channel distribution agreement entered into between the SABC and MCSA (which has since expired), (i) in respect of the entertainment channel, the agreement did not give rise to a merger but (ii) in respect of encryption, the agreement resulted in a notifiable change of control because it influenced the SABC’s policy on encryption. Both the Competition Tribunal and the Competition Appeal Court have previously found the transaction not to be a merger. The Group maintains that the agreement was a standard channel distribution agreement, which does not constitute a merger and will make further representations to the Competition Tribunal. The outcome of these proceedings is uncertain, and could have an adverse impact on the Group.

The rest of sub-Saharan Africa

A brief synopsis of some of the more significant regulatory developments outside of South Africa is provided below. Although the Group is protecting its rights in all jurisdictions, potential negative outcomes in any regulatory investigation or interaction in these countries may have an adverse impact on the Business of the Group.

Angola

The Angolan Institute of Communications (Instituto Angolano das Comunicacoes) has instructed KPMG to conduct an independent pricing study for the provision of electronic communication services. This may impact tariff setting and result in new requirements for price increases in Angola.

The proposed Law on Public Media Funding may require the Group to make financial contributions to public media in Angola.

Kenya

The Communications Authority of Kenya has introduced a new market structure. It has amended issued licences to align with that structure, and is seeking to limit exclusivity of content. This may dilute the value of the Group’s broadcast rights in Kenya, which may adversely affect the Business.

Uganda

The Uganda Communications Commission has established a licensing framework. If the framework is implemented in its current form, then it may require tariff approval for fees charged by the Group.

Nigeria

The Nigeria Broadcasting Code is under review, as is the case every five years, which may result in the alteration of provisions relating to, among others, local content, reciprocity obligations under sport rights and advertisements, and must buy provisions for local DTT set-top boxes (“STBs”). This may adversely affect the Business in Nigeria.

The Consumer Protection Council is investigating, inter alia, the Group’s compliance with orders issued by the Consumer Protection Council in 2016, new customer service issues and subscription pricing. The Consumer Protection Council also instituted litigation in response to the Group’s latest pricing increase.

Ghana

The Competition Bill includes provisions concerning content sub-licensing and the determination of dominance based on asset or turnover. If the Bill is adopted in its current form, this may adversely affect the Business in Ghana.

For further information please see “Part XVII – Additional Information – Litigation” of this Pre-listing Statement.

17

Adverse decisions of tax authorities or changes in tax treaties, laws, rules or interpretations could have a material adverse effect on the Business, results of operations, financial condition and cash flows of the Group

The tax laws and regulations in the jurisdictions in which the Group operates may change and there may be changes in enforcement of tax law. The Group also operates in certain developing countries in which the tax regimes and dispute resolution processes are changing and developing. Additionally, tax laws and regulations are complex and opaque and subject to varying interpretations. The Group cannot be sure that its interpretations are accurate or that the responsible tax authority agrees with the views of the Group. If tax laws change or the Group’s tax positions are challenged by the tax authorities, it could incur additional tax liabilities, which could increase the Group’s cost of operations and have a material adverse effect on the Business, financial condition and results of operations of the Group. In some instances, the tax authorities may seek to impose penalties and interest charges, which may result in higher costs if the Group is unsuccessful in defending the claim, and negotiations proceedings are protracted.

The Group operates a number of businesses in jurisdictions where taxes are payable on certain transactions or payments. The Group continues to seek advice and work with its advisers to identify and quantify such tax liabilities.

Certain changes in accounting or financial reporting standards or interpretations issued by standard-setting bodies for IFRS may adversely affect the Group’s reported revenue, profitability and financial results

The Group prepares its financial statements in accordance with the International Financial Reporting Standards (“IFRS”). IFRS is periodically revised and new accounting pronouncements, as well as new interpretations of existing accounting pronouncements, could affect the Group’s reported revenue, profitability and financial results. In general, changes in IFRS could have a significant impact on the amount or timing of the reported earnings of the Group, valuation of liabilities or assets, and classification of financial instruments between equity and liability on either a retrospective or prospective basis. Non-compliance with accounting and disclosure requirements could result in significant penalties, but changes to IFRS are, however, an inherent risk in using IFRS as a reporting measure and cannot be avoided by the Group or any other company using IFRS as a reporting measure.

Due to the nature of the Business, the Group is exposed to risks of fraud and corruption

As a company operating in a number of jurisdictions, the Group is exposed to the risks of fraud and corruption, both within its organisation and in dealing with parties external to the organisation. The Group is committed to full compliance with applicable legislative and regulatory requirements in respect of fraud and corruption in the jurisdictions in which it operates, and intends to maintain internal control systems to limit the occurrence of fraud or corruption. However, there can be no assurance that such procedures and established internal controls will protect the Group against instances of fraudulent or corrupt activity and such activity could have an adverse effect on the Business, the reputation of the Group, results of operations, financial condition or prospects.

The Group has various policies in place regarding anti-bribery and anti-corruption, financial sanction and competition law. However, such policies and controls may not prevent instances of dishonesty by employees, contractors, franchisees, agents or other third parties nor guarantee compliance with legal or regulatory requirements. This may lead to regulatory fines, disgorgement of profits, litigation, loss of operating licences or reputational damage.

Failure to comply with data protection legislation or a security breach or system failure in the Group’s technical or IT infrastructure could result in regulatory action, compensation claims and adverse publicity which could have a material adverse effect on the Group’s business and results of operations

The Group stores a range of information about its customers, including customers’ bank details. The use of this information is subject to various laws, regulations and standards designed to protect sensitive or confidential customer and employee data, including, among others, the South African Protection of Personal Information Act, 4 of 2013 (as amended) (“POPI Act”), as it comes into effect. The POPI Act imposes a range of obligations, including restrictions on direct marketing and on cross-border transfers of personal information and an obligation to keep personal information secure. The POPI Act empowers the information regulator to impose administrative fines of up to R10 million where a data controller, such as the Group, fails to comply with an enforcement notice. Non-compliance with an enforcement notice is also a criminal offence.

The EU General Data Protection Regulation, which has applied from 25 May 2018, has increased data security compliance obligations and consequences, including significant fines for organisations, located within or outside of the European Union. In particular, the Group is exposed to General Data Protection Regulation by virtue of the operations undertaken by Irdeto, which is headquartered in Europe as well as in respect of certain aspects of the operations of MultiChoice, including those undertaken by MultiChoice in Europe.

A breach of any aspect of data protection legislation, especially a breach involving the misappropriation, loss or other unauthorised disclosure of sensitive or confidential member information, including the use of such information for direct marketing purposes, whether by the Group or one of its sub-contractors or service providers, could result in regulatory action, compensation claims and adverse publicity. In addition, compliance with evolving privacy and security laws, requirements and regulations may result in cost increases due to necessary systems changes, new limitations or constraints on the Group’s business models and the development of new administrative processes.

18

The Group owns operations which require it to comply with various environmental and health and safety laws and regulations

The Group’s facilities and operations are subject to certain environmental laws and regulations in the countries in which it operates. These environmental requirements may include, among other things, certain pollution control measures or limits for solid and hazardous wastes, water discharges and air emissions, and may require businesses whose activities have an impact on the environment to obtain permits regulating those activities. Non-compliance with such requirements may result in criminal or civil penalties, damage claims, or requirements to install or retrofit pollution control equipment or practices. In addition, South African environmental law imposes an obligation on companies to remediate environmental damages (including damages to natural resources) caused, as well as a duty of care to take reasonable measures to prevent pollution or degradation of the environment from occurring, continuing or recurring.

RISKS RELATED TO THE INDUSTRY AND THE MARKETS IN WHICH THE GROUP OPERATES

Certain jurisdictions in which the Group operates have experienced, and continues to experience, limited availability of foreign currency

In certain countries in which the Group operates, for example Angola and Zimbabwe, the Group has experienced and is experiencing difficulty in accessing the cash generated from its operations as a result of limited availability of foreign exchange (“Forex”) in these jurisdictions. Also, up until May 2017, the Group experienced similar difficulties in Nigeria, due to, among other things, a lack of sufficient quantity of Forex. Although many of the countries in which the Group operates have taken steps toward addressing the problems mentioned above, the sustainability or availability of these measures is difficult to predict. A lack of, or limited availability of, Forex in certain countries where the Group operates could adversely affect the Group and/or the Business.

The Group could suffer losses as a result of fluctuations in foreign currency exchange rates

The Group’s reporting currency is the South African Rand (“Rand”), but the Group conducts business transactions in currencies other than its reporting currency. Consequently, the Group is exposed to foreign exchange risk arising from various currency exposures, primarily with respect to the US Dollar (“USD”) (largely related to content and transponder leases), the Euro (in respect of input costs largely related to transmission), the Nigerian Naira, the Angolan Kwanza, Kenyan Shilling and Zambian Kwacha (in respect of local revenue). Fluctuations in these currencies against the Rand have in the past affected, and could in the future affect, the Group’s revenue, operating costs and general business and financial condition. For example, since the 2015 financial year, the Group has seen significant currency weaknesses. For further information in this regard, please see “Part XI – Management’s Discussion and Analysis of Financial Condition and Results of Operations.

A significant portion of the Group’s material cash obligations involving long-term commitments, including payment obligations under transmission equipment and satellite leases, and contracts for the acquisition of broadcast rights to video entertainment content, is denominated in the currencies of countries in which the Group has limited operations, such as the United States. Where the Group’s revenue is denominated in local currency, a depreciation of the local currency against the Rand and USD adversely affects the Group’s earnings and its ability to meet its cash obligations. Many of the Group’s operations are in countries or regions where the local currency has fluctuated considerably against the Rand and USD in recent years. The Group cannot give assurances that the hedge transactions that it enters into to mitigate currency risk will fully protect the Group against currency fluctuations or that the Group will be able to hedge effectively against these risks in the future. In addition, in the Rest of Africa in particular (but also including South Africa), the Group’s video entertainment subscription prices are denominated in local currencies, while a significant portion of its cost base is denominated in USD. Many of these markets, including, among others, Angola and Nigeria, do not offer sufficient liquidity to hedge the foreign currency risk associated with the USD cost base. Furthermore, the ability to pass on the currency risk to customers is limited, due to market sensitivity around the affordability of the Group’s services. As a result, the Group has limited ability to protect itself from the impact of a weakening in these currencies. Accordingly, if the local currencies depreciate against the USD and/or Rand, it could have an adverse effect on the Business and results of operations of the Group.

A challenging macroeconomic environment in South Africa may adversely impact growth and retention of subscribers, which could have a material adverse effect on the Group’s business, results of operations and prospects

The Group’s South African operations are its most significant, accounting for 69% of its external revenue for the 2018 financial year. Challenging economic conditions in South Africa may put strain on the Group’s customer base and adversely impact growth in the subscription for pay-TV services.

The South African Government recently announced that South Africa has entered a period of technical recession, which Government hopes to counteract in various ways, including stimulus plans. Challenging economic conditions for the South African consumer, including potential interest rate increases could lead to a reduction in disposable income. Sales of video entertainment services could decrease during periods of poor economic times.

19

The Group’s operations expose it to a variety of economic, social and political risks in various jurisdictions

The Group may be affected by political, social, economic, fiscal, monetary and regulatory changes in the countries where it has operations. The Group’s operations in these markets may involve economic and operating risks. In certain countries in which the Group operates, it has in the past experienced difficulties resulting from currency fluctuations, high interest rates, increases in corporate bankruptcies, political instability, stock market declines, corruption, threats and ransom demands, epidemics and other factors that may materially adversely affect the Business.

For example, certain countries in which the Group operates have experienced high levels of unemployment and crime in the past. These problems have impeded inward investment in these countries and have prompted emigration of some skilled workers. As a result, attracting and retaining qualified employees in these countries may be difficult. In addition, the high rate of HIV/AIDS infection and tuberculosis in a number of markets in which the Group operates could cause the Group to lose skilled employees or incur additional costs.

Furthermore, certain jurisdictions in which the Group operates experience chronic electricity outages. The electricity outages impact on the ability of the Group to operate efficiently and increase the operating expenses of the Group.

As many of the jurisdictions in which the Group operates at times face political instability, the Group faces the risk that regulations can change unexpectedly when new political leaders take office and this could impact the operations of the Group in various ways. For example, in certain jurisdictions, the broadcasting of certain content is prohibited. This and the determination of this prohibited content can sometimes be impacted by political will and could impact the revenue of the Group as alternative content may be required to be procured to replace the prohibited content that would otherwise have been broadcast.

Continuing uncertainties and challenging conditions in the global economy and Africa, in particular material markets such as Nigeria, Kenya, Zambia, Zimbabwe and Angola, may adversely impact the Business, results of operations and financial conditions

The current macroeconomic environment is volatile and continuing instability in global markets, including the markets in which the Group operates, has contributed to a global economic downturn marked by high unemployment rates and inflation in some developing markets. The Rest of Africa has in recent years experienced adverse economic conditions, exacerbated by declining international oil prices, which create challenging market conditions for the Group’s Rest of Africa business. Any adverse change in economic, political or social conditions in the countries in which the Group operates, and a continued deterioration of the economic conditions in the Rest of Africa, may have a material adverse effect on its profitability.

Limitations and restrictions on foreign investment and ownership could hinder and limit the Group’s operations

Certain markets in which the Group operates from time to time review their existing limitations on foreign ownership of businesses. The regulator in these markets could recommend more stringent limitations on foreign investment or propose other limitations and restrictions on foreign investment. The Group cannot predict to what extent any such limitations or restrictions will come into place, but any limitation or restriction could hinder or limit the Group’s operations in these markets, or require it to divest from existing businesses at a suboptimal value.

South Africa’s exchange control restrictions on foreign investment could hinder the Group’s normal corporate functioning and its ability to make foreign investments

South Africa’s exchange control regulations provide for restrictions on the exporting of capital and for various other exchange control matters. The orders and rules under the regulations provide for a common monetary area consisting of South Africa, the Republic of Namibia (“Namibia”), the Kingdom of Lesotho (“Lesotho”) and the Kingdom  of  eSwatini (“eSwatini”) (South Africa, Namibia, Lesotho and eSwatini, collectively the Common Monetary Area (“CMA”). Transactions between residents (including corporations) of the CMA, on the one hand, and non-residents of the CMA, on the other hand, are subject to these exchange control regulations which are enforced by the Financial Surveillance Department of the SARB (“FinSurv”). As a result of the exchange controls, South African residents, including companies, are generally not permitted to:

• export capital from South Africa, hold foreign currency in excess of certain limits or incur indebtedness denominated in foreign currencies without the approval of FinSurv; and

• acquire an interest in a foreign venture without the approval of FinSurv.

Exchange controls may continue to operate in South Africa for the foreseeable future. As a consequence, transactions by a South African company with a non-resident company require exchange control approval. The Group cannot predict to what extent any future required regulatory approval will be obtained and denial may result in such transactions not being concluded. Exchange controls could therefore hinder the Group’s ability to make foreign investments.

20

RISKS TO THE GROUP RELATED TO THE ADMISSION AND UNBUNDLING

Some or all of the anticipated benefits of the Unbundling may not be realised

There can be no guarantee that the anticipated benefits of the Unbundling will materialise in full or in part or in a timely manner. There can also be no guarantee that disadvantages for the Group will not emerge as a result of the Unbundling. If the benefits of the Unbundling are not realised as expected and/or the Group incurs significant costs in realising them, this could have a material adverse impact on its results of operations.

The Company has no history operating as an independent public company

The Group has historically used Naspers’ corporate infrastructure to support some of its financial reporting and governance functions. The expenses related to establishing and maintaining this infrastructure have historically been spread among all of Naspers’ businesses. In order to ensure that the Group will be able to function as a stand-alone listed entity, it is important for those functions to be transitioned to the Group and for the Group to develop and structure its functions and processes, in a range of areas, including making its IT infrastructure, finance and risk management systems independent, enhancing or streamlining certain of its back office processes, separating accounting and financial reporting processes and systems, separating knowledge and education management systems, separating human resource and responsible business processes as well as introducing shareholder services and investor relations platforms.

There is a possibility that these functions and processes may not operate as intended or the execution of the separation process and the creation of new processes may not have been properly completed. Consequently, there is a risk that the Group could suffer operational difficulties which, either directly or through the depletion of management resources in developing, monitoring and/or rectifying these new services and functions, could have an adverse effect on the Group’s business, financial condition, results of operations and prospects.

RISKS RELATED TO THE SHARES

The absence of an existing market for the Shares may limit their liquidity

There is currently no active market for the Shares. Although the Shares are expected to be listed and subsequently traded on the exchange operated by the JSE, there is no guarantee that an active trading market for the Shares will develop and continue after the Admission of the Shares. If no active trading in the Shares develops or continues after the listing of the Shares, this could have a material adverse effect on the liquidity and the market price of the Shares.

The market price of the Shares may prove to be volatile and subject to fluctuations, including significant decreases

The market price of the Shares could be volatile and subject to significant fluctuations due to a variety of factors, some of which do not relate to the Group’s financial performance, including changes in general market conditions, the general performance of the JSE, changes in sentiment in the market regarding the Shares (or securities similar to them), variations in the Group’s operating results, business developments for the Group or its competitors, the operating and share price performance of other companies in the industries and markets in which the Group operates, exchange rate fluctuations, perceptions of economic and political risk or speculation about the Group’s business in the press, media or the investment community. The price and liquidity of the Shares may also vary between the exchanges on which they are listed. Furthermore, the Group’s operating results and prospects from time to time may be below the expectations of market analysts and investors. Any of these events or others could result in a decline in the market price of the Shares.

In addition, following the Unbundling, some Shareholders may not wish to hold Shares (or may not be permitted to do so under the terms of their investment mandates or if they are Overseas Shareholders), and may sell the Shares (or such Shares may be sold on their behalf, in the case of Overseas Shareholders) they received under the Unbundling. Sales of this sort could create selling pressure on the Shares.

The Company may not be able to declare and make dividend payments now and in the future

The Company’s ability to pay dividends on the Shares is dependent upon the availability of distributable reserves and upon the receipt by it of dividends and other distributions from its subsidiaries. The Group’s subsidiaries’ distributable reserves and the dividends they may declare may be restricted to protect the security of those subsidiaries, as applicable legislation does not allow for the payment of dividends unless solvency and liquidity requirements are met.

The payment of dividends by subsidiaries is, in turn, subject to restrictions, including regulatory approval, the existence of sufficient distributable reserves and cash in those subsidiaries as well as certain restrictions in the Company’s debt financing arrangements. These restrictions could limit or prohibit the payment of dividends to the Company by its subsidiaries, which could restrict the Company’s ability to pay dividends to Shareholders.

Additionally, the payment of special dividends or dividends in specie by the Company to Shareholders who are not South African residents requires the consent of FinSurv. The withholding of consent by FinSurv could limit or prohibit the Company’s ability to pay special dividends or dividends in specie.

21

Future sales or new issuances of substantial amounts of Shares in connection with any B-BBEE transactions, share incentive or option plans, acquisitions or otherwise, or the perception that such sales or issues could occur, could adversely affect the market value of the Shares

Other than the proposed issue of Shares under the Restructuring and the proposed Flip-Up, which pertains to B-BBEE (further detail on this is provided in “Part VIII – Commitment to Transformation and B-BBEE Transactions” of this Pre-listing Statement), the Company has no current plans to conduct an offering of its Shares. However, it is possible that the Company may decide to issue additional Shares in the future in connection with its commitment to B-BBEE, share incentive or option plans, acquisitions or otherwise, and, if Shareholders did not take up any offer or were not eligible to participate, their proportionate ownership and voting interests in the Company would be reduced. A future equity issue, or significant sale of Shares by major Shareholders, could have a material adverse effect on the market price of the Shares as a whole.

Differences in exchange rates may have a material adverse effect on the value of shareholdings or dividends paid

The Shares will be denominated in Rand only, and any dividends will be declared in Rand. The Board may, in its discretion and on such terms and conditions as it may determine, authorise the payment of any distribution (as defined in the Company MOI) to a Shareholder not resident in South Africa in any foreign currency requested by such Shareholder. As a result, Shareholders outside South Africa may experience material adverse effects on the value of their shareholdings and their dividends, when converted into other currencies if the Rand depreciates against the relevant currency.

The ability of shareholders outside South Africa to exercise pre-emptive rights or participate in future issues of Shares may be restricted by applicable laws

Securities laws of certain jurisdictions outside South Africa (including the US) may restrict the participation, or the Company’s ability to allow participation, by certain Shareholders in such jurisdictions in any future issue of Shares or of other securities carried out by the Company.

Any proposed issue of equity securities in the Company will be subject to pre-emptive rights of the Shareholders who already hold issued securities in the class of equity securities proposed to be issued, as set out in the Company MOI, save in relation to an acquisition of assets and other instances outlined in the Company MOI. An issue of new Shares where pre-emptive rights do not apply could dilute the interests of the then-existing Shareholders. Even where pre-emptive rights do apply, holders of Shares who are located in the US, or holders of ADSs representing Shares, may not be able to exercise pre-emptive rights unless a registration statement under the Securities Act is effective with respect to the Shares to be issued upon the exercise of such rights or an exemption from the registration requirements is available thereunder. Unless the Company is otherwise required by reason of its US shareholder base to register under the Exchange Act, there can be no assurance that the Company will file any such registration statement, or that an exemption from the registration requirements of the Securities Act will be available, which could result in certain Shareholders in the US (and holders of Company ADSs representing Shares) being unable to exercise pre-emptive rights. This could have an adverse impact on the market price of the Shares and the ability of the Company to raise funds to meet its business requirements.

Investors in foreign jurisdictions may have difficulty bringing actions, and enforcing judgements, against the Group, its Directors and its executive officers based on the laws of other jurisdictions outside South Africa

The Company is incorporated in South Africa. The majority of the assets of the Company’s Directors and executive officers, and a significant portion of the assets of the Group, are located in South Africa. As a result, it may be difficult for investors to enforce against these persons or the Company a judgement obtained in a foreign court predicated upon the laws of jurisdictions outside South Africa. Investors in other jurisdictions outside South Africa may face similar difficulties.

Investors should be aware that it is the policy of South African courts to award compensation for the loss or damage actually sustained by the person to whom the compensation is awarded. Although the award of punitive damages is generally unknown to the South African legal system, it does not mean that such awards are necessarily contrary to public policy. However, the Protection of Businesses Act may bar the award of punitive damages in transactions subject to the Protection of Businesses Act.

South African courts cannot enter into the merits of a foreign judgement and cannot act as a court of appeal or review over the foreign court. South African courts will usually implement their own procedural laws and, where an action based on an international contract is brought before a South African court, the capacity of the parties to the contract will usually be determined in accordance with South African law. It is doubtful whether an original action based on the laws of jurisdictions outside South Africa may be brought before South African courts. Further, a plaintiff who is not resident in South Africa may be required to provide security for costs in the event of proceedings being initiated in South Africa. In addition, the Rules of the High Court of South Africa require that documents executed outside South Africa must be authenticated for the purpose of use in South Africa.

22

PART V – INDUSTRY OVERVIEW

Overview

The Group operates video entertainment subscriber platforms in South Africa and sub-Saharan Africa (50 countries in total) and offers DTH, DTT, over-the-top (“OTT”) and on-demand online video and other video entertainment services. Video entertainment is a commercial service that provides packages of video and audio programming to consumers, typically for a monthly charge. The video entertainment business model generates revenue primarily through subscription fees and, to a lesser extent, through advertising revenue. Video entertainment operators contract with content providers such as motion picture distributors, sports federations, event promoters, and other programming rights holders for the right to distribute programming to subscribers on an exclusive or non-exclusive basis for various platforms. Some video entertainment operators also have their own production facilities or commission content producers.

The main distribution channel in South Africa is predominantly digital satellite television. In sub-Saharan Africa, the Group operates both digital satellite television and DTT. In addition, the Group has launched its subscription OTT services, Showmax and DStv Now. Showmax is a subscription video-on-demand (“SVOD”) service (currently provided free of charge for premium DStv subscribers or as a standalone pay service to non-premium DStv subscribers) and DStv Now is a complementary value-added service to DTH subscribers, free of charge for premium DStv subscribers.

Video entertainment global trends

Apart from North America, pay-TV subscriptions increased globally. At the end of 2017, the global video entertainment market exceeded 1 billion subscriptions. The growth is delivered by pay-TV, and even more so, by internet protocol television and/or OTT services, which are growing much faster than pay-TV. Traditional pay-TV operators have adopted various strategies as the consumer landscape changes.

Sports content is a significant feature of pay-TV, and surveys show that it remains an important criterion for subscribers. Global marquee sports events such as the Olympics, FIFA World Cup and other international championships, consistently draw large audiences and extend linear viewing time during the occurrence of each sports event. Streaming sport and viewing on mobile devices have both grown around the world, and significant investment is being made into delivering high-profile events OTT. As a result, the cost of sports rights for such events has increased over the past years.

Another important feature of pay-TV is local content. Local content is key for the success of a pay-TV operator. In the context of the African continent, it represents a large share of overall viewing (e.g. 33% share of viewing in South Africa). In addition, having tailored local content is important because consumption varies by country due to, among others, indigenous languages and local preferences.

DTH

DTH is television delivered by means of a communications satellite and received by a satellite dish and decoder (also known as a set-top box, “STB”). This distribution channel is particularly popular in both remote/rural and urban areas to reach where cable and, in some cases, terrestrial television services are limited or non-existent. DTH provides additional functionality combined with high-quality and reliable viewing, as its signals are received directly from satellites.

DTH transmission begins at a broadcast centre, which converts all of the video entertainment operator’s programming into a compressed digital stream. The content is then encrypted in order to limit consumption to paying users and prevent piracy. Encryption scrambles the digital data in such a way that it can only be decrypted if the receiver has the corresponding decoding satellite receiver with decryption algorithm and security keys. Once the signal is compressed and encrypted, the broadcast centre sends it directly to one of its satellites. The satellite picks up the signal, amplifies it and sends it back to Earth, where viewers can receive it via a satellite dish.

Video entertainment subscribers in Africa buy decoders from the Group or from various third-party distributors.

DTT

DTT broadcasts terrestrial digital signals from multiplex transmitters, allowing the reception of multiple channels on a single frequency range. To date, the Group has established DTT networks in eight African countries spanning 130 cities with 163 sites.

DTT is economically viable in dense/urban areas where the population density justifies the infrastructure investment required. In rural areas, due to low population density, the volumes would not justify the fixed investments.

DTT has significant expansion potential in Africa where the technology allows for relatively inexpensive entry-level programming packages. Additional drivers for DTT expansion are the ongoing Analogue Switch-Offs (ASO) in some of the largest African countries such as Nigeria and Ghana.

23

Market sizing for the Group

Currently, South Africa and the top 12 sub-Saharan Africa markets comprise approximately 58 million TV households (“HSLDs”), of which 40 million are considered to be addressable pay-TV HSLDs. It is estimated that TV HSLDs will rise to a total of 68 million by 2022, of which 46 million are considered to be addressable pay-TV HSLDs.

Market Sizing (million) South Africa

Sub-Saharan Africa Total

MCG Active Subscribers 7 7 14MCG Unique Subscribers (LTM FY18) 9 12 21Addressable pay-TV households (FY18) 13 271 40Addressable pay-TV households (FY22) 15 311 46

Note: 1 Based on top 12 markets in sub-Saharan Africa.

Source: Company data, management estimates.

Market drivers for pay-TV in Africa

The demand for pay-TV in African countries is under-developed compared with other emerging countries and developed countries. The main reason for under-penetration is affordability, driven by low disposable income. In the future, however, the Group expects pay-TV demand to grow mainly due to demographic and macroeconomic factors, which are the most important growth drivers for the pay-TV market.

First, Africa provides an attractive population backdrop:

• Africa1 represents a population size almost three times that of the United States:

Population1

(million) 2017 2022

Africa 1 061 1 208Asia (excl. China)2 899 933LatAm 644 675Western Europe3 422 426United States 326 338CEE4 97 95

Notes: 1 Excludes North Africa.

2 Defined as “East Asia & Pacific” per World Bank, figure adjusted to exclude China, Australia and New Zealand.

3 Western Europe includes Austria, Belgium, Cyprus, Denmark, Finland, France, Germany, Greece, Ireland, Italy, Netherlands, Norway, Portugal, Spain, Sweden, Switzerland and UK.

4 Defined as “Central Europe and the Baltics” per World Bank, figure adjusted to exclude Estonia, Latvia and Lithuania.

Source: World Bank.

• Africa1 is a region with high population growth:

Population Growth(2017 – 2022 CAGR)

Africa1 2.6%LatAm 0.9%Asia (excl. China)2 0.7%United States 0.7%Western Europe3 0.2%CEE4 (0.3%)

Notes: 1 Excludes North Africa.

2 Defined as “East Asia & Pacific” per World Bank, figure adjusted to exclude China, Australia and New Zealand.

3 Western Europe includes Austria, Belgium, Cyprus, Denmark, Finland, France, Germany, Greece, Ireland, Italy, Netherlands, Norway, Portugal, Spain, Sweden, Switzerland and UK.

4 Defined as “Central Europe and the Baltics” per World Bank, figure adjusted to exclude Estonia, Latvia and Lithuania.

Source: World Bank.

24

In addition, the growing share of urban population and the growth in middle class households are both positive trends for the pay-TV industry moving forward, particularly for DTT:

Growing share of urban population (% of total African population)

26

In addition, the growing share of urban population and the growth in middle class households are both positive trends for the pay-TV industry moving forward, particularly for DTT:

Growing share of urban population (% of total African population)

Source: World Bank.

Growth in Middle Class Households

(2017-2021 CAGR)

Africa(1) 2.7%

LatAm(2) 1.7%

Europe(3) 0.6%

Notes: (1) Refers to average of top 10 countries by populations in Africa (excluding North Africa). Excludes Democratic Republic Congo, Sudan and Mozambique as data unavailable (2) LatAm based on average of Brazil, Mexico and Argentina. (3) Europe based on average of Germany, UK and France.

Source: Euromonitor.

15%22%

31%41%

52%

1960 1980 2000 2020 2040

Source: World Bank.

Growth in Middle-class Households

(2017 – 2021 CAGR)

Africa1 2.7%LatAm2 1.7%Europe3 0.6%

Notes: 1 Refers to average of top 10 countries by populations in Africa (excluding North Africa). Excludes Democratic Republic Congo, Sudan and Mozambique as data unavailable.

2 LatAm based on average of Brazil, Mexico and Argentina.

3 Europe based on average of Germany, UK and France.

Source: Euromonitor.

Second, GDP growth is a strong indication of favourable macroeconomic trends within the region (despite the downturn in the commodity markets and Forex over the past five years):

Real GDP growth (historical CAGR, 2012 – 2017)

27

Second, GDP growth is a strong indication of favourable macro-economic trends within the region (despite the downturn in the commodity markets and Forex over the past five years):

Real GDP growth (historical CAGR, 2012–2017)

Source: World Bank.

Increased access to electricity enables further TV penetration, especially in sub-Saharan Africa:

Access to electricity(1) and TV penetration

Access to Electricity 2017

Access to Electricity 2030 TV Penetration 2018 TV Penetration 2022

Eastern Africa %12 %81 %66 %14

Central and Southern Africa(2) %15 %84 %14 %92

Western Africa %45 %74 %46 %15

South Africa %87 %08 %99 %48

Notes: (1) Share of households with access to minimal levels of electricity. (2) Average excluding South Africa.

Source: World Energy Outlook 2018, Ovum.

5.7% 5.5%

4.5% 4.1%

3.2% 2.9% 2.7%

2.4% 2.2% 1.6% 1.5%

1.0%

Mozambique Kenya Uganda Zambia CEE Angola Nigeria Asia(excl. China)

US W. Europe South Africa LatAm

Source: World Bank.

25

Increased access to electricity enables further TV penetration, especially in sub-Saharan Africa:

Access to electricity1 and TV penetration

Access to Electricity 2017

Access to Electricity 2030

TV penetration 2018

TV penetration 2022

Eastern Africa 41% 66% 18% 21%Central and Southern Africa2 29% 41% 48% 51%Western Africa 51% 64% 47% 54%South Africa 84% 99% 80% 78%

Notes: 1 Share of households with access to minimal levels of electricity.

2 Average excluding South Africa.

Source: World Energy Outlook 2018, Ovum.

In addition to favourable demographics and macroeconomic environment, consumer behaviour is another key factor to take into consideration when assessing the potential of the pay-TV market in Africa. As per the chart below, the African population watches more TV than the world average:

Average TV consumption (hours per day)

28

In addition to favourable demographics and macro-economic environment, consumer behaviour is another key factor to take into consideration when assessing the potential of the pay-TV market in Africa. As per the chart below, the African population watches more TV than the world average:

Average TV consumption (hours per day)

Source: Eurodata - 2018 edition of One TV Year in the World.

When compared with other emerging countries and developing countries, there is notable upside for pay-TV in Africa as:

� TV penetration has room to grow as it is relatively low in African markets; and � Pay-TV penetration is lagging in developing markets. The upside is even more pronounced

for sub-Saharan Africa markets.

Pay-TV penetration (% of households, 2018E)

Notes: (1) Western Europe includes Austria, Belgium, Cyprus, Denmark, Finland, France, Germany, Greece, Ireland, Italy, Netherlands, Norway, Portugal, Spain, Sweden, Switzerland and UK. (2) Defined as "Asia Pacific" per Ovum.

Source: Ovum.

5:13

4:37 4:364:03 3:50 3:49

2:25

Kenya South Africa Nigeria US LatAm Europe Asia

39% 31%

20% 17% 14% 12% 10%

71%64%

58% 52%40%

(1)

World: 2:56

Source: Eurodata – 2018 edition of One TV Year in the World.

When compared with other emerging countries and developing countries, there is notable upside for pay-TV in Africa as:

• TV penetration has room to grow as it is relatively low in African markets; and

• Pay-TV penetration is lagging in developing markets. The upside is even more pronounced for sub-Saharan Africa markets.

26

Pay-TV penetration (% of households, 2018E)

28

In addition to favourable demographics and macro- economic environment, consumer behaviour is another key factor to take into consideration when assessing the potential of the pay-TV market in Africa. As per the chart below, the African popul ation watches more TV than the world average:

Average TV consumption (hours per day)

Source: Eurodata - 2018 edition of One TV Year in the World.

When compared with other emerging countries and developing countries, there is notable upside for pay-TV in Africa as:

� TV penetration has room to grow as it is relatively low in African markets; and � Pay-TV penetration is lagging in developing ma rkets. The upside is even more pronounced

for sub-Saharan Africa markets.

Pay-TV penetration (% of households, 2018E)

Notes: (1) Western Europe includes Austria, Belgium, Cyprus, Denmark, Finland, France, Germany, Greece, Ireland, Italy, Netherlands, Norway, Portugal, Spain, Sweden, Switzerland and UK. (2) Defined as "Asia Pacific" per Ovum.

Source: Ovum.

5:134:37 4:36

4:03 3:50 3:49

2:25

Kenya South Africa Nigeria US LatAm Europe Asia

39% 31%

20% 17% 14% 12% 10%

71%64%

58% 52%40%

World: 2:56

1 2

Notes: 1 Western Europe includes Austria, Belgium, Cyprus, Denmark, Finland, France, Germany, Greece, Ireland, Italy, Netherlands, Norway, Portugal, Spain, Sweden, Switzerland and UK.

2 Defined as “Asia Pacific” per Ovum.

Source: Ovum.

Global over-the-top (OTT) consumption trends

SVOD is a viewing method which allows non-linear viewing. It is delivered OTT via an internet connection. OTT has flourished across different types of devices to include television (including smart TV), computer, and mobile devices such as smartphones and tablets.

As shown below, individuals are increasing their overall video consumption globally, driven by the emergence of new viewing platforms such as smartphones and tablets. TV is currently the most popular source of viewership. However, the rise in online and mobile video has given video entertainment consumption a rapid source of growth. Online and mobile video are expected to continue to grow rapidly due to the increase in smartphone penetration, internet speed and decrease in data costs globally.

Viewing habits (hours spent per week by media type)

29

Global over-the-top ("OTT") consumption trends

SVOD is a viewing method which allows non-linear viewing. It is delivered OTT via an internet connection. OTT has flourished across different types of devices to include television (including smart TV), computer, and mobile devices such as smartphones and tablets.

As shown below, individuals are increasing their overall video consumption globally, driven by the emergence of new viewing platforms such as smartphones and tablets. TV is currently the most popular source of viewership. However, the rise in online and mobile video has given video entertainment consumption a rapid source of growth. Online and mobile video are expected to continue to grow rapidly due to the increase in smartphone penetration, internet speed and decrease in data costs globally.

Viewing habits (hours spent per week by media type)

Notes: (1) OTT includes online and mobile video

Source: Carat insight media survey: European Technographics Benchmark Survey: emarketer

Overall OTT penetration is low in Africa compared with the rest of the world as shown below:

OTT Penetration (% of population, 2017)

Notes: (1) Excluding North Africa. (2) Defined as Western Europe, Eastern Europe, Asia Pacific, and Latin America respectively by Digital TV Research.

Source: Digital TV Research, World Bank.

0

10

20

30

40

50

60

70

1940 1960 1980 2000 2020

TV OTT¹

0.1%

41%

12% 7%

3% 3%

Africa United States Western Europe Eastern Europe Asia Pacific Latam

(1)

(1) )1( )1( )1((1) (2) (2) (2) (2)

Note: 1 OTT includes online and mobile video.

Source: Carat insight media survey: European Technographics Benchmark Survey: emarketer.

27

Overall OTT penetration is low in Africa compared with the rest of the world as shown below:

OTT penetration (% of population, 2017)

29

Global over-the-top ("OTT") consumption trends

SVOD is a viewing method which allows non-linear viewing. It is delivered OTT via an internet connection. OTT has �ourished across di�erent types of devices to include television (including smart TV), computer, and mobile devices su ch as smartphones and tablets.

As shown below, individuals are increasing their overall video consumption globally, driven by the emergence of new viewing platforms such as smar tphones and tablets. TV is currently the most popular source of viewership. However, the ri se in online and mobile video has given video entertainment consumption a rapid source of gr owth. Online and mobile video are expected to continue to grow rapidly due to the increase in smartphone penetration, internet speed and decrease in data costs globally.

Viewing habits (hours spent per week by media type )

Notes: (1) OTT includes online and mobile video

Source: Carat insight media survey: European Technographics Benchmark Survey: emarketer

Overall OTT penetration is low in Africa compared with the rest of the world as shown below:

OTT Penetration (% of population, 2017)

Notes: (1) Excluding North Africa. (2) Defined as Western Europe, Eastern Europe, Asia Pacific, and Latin America respectively by Digital TV Research.

Source: Digital TV Research, World Bank.

010203040506070

1940 1960 1980 2000 2020

TV OTT¹

0.1%

41%

12% 7%

3% 3%

Africa¹ United States Western Europe² Eastern Europe² Asia Pacific²

LatAm²

Notes: 1 Excluding North Africa.

2 Defined as Western Europe, Eastern Europe, Asia Pacific, and Latin America respectively by Digital TV Research.

Source: Digital TV Research, World Bank.

The OTT market, however, is expected to develop in parallel with, and to complement pay-TV in the future, both in terms of subscribers and revenue, as shown in the below table:

Market size1

(Subscribers in million)

(Revenue in USD million) 2017 2022 CAGR

Pay-TVSubscribers 23.5 38.6 10%Revenue 4 692 6 646 6%

SVODSubscribers 1.6 9.2 42%Revenue 70.0 683 58%

Note: 1 Market size of Africa (excluding North Africa).

Source: Digital TV Research, World Bank.

Drivers of OTT growth in Africa

The favourable OTT growth trend in Africa is supported by three main drivers:

1) Low smartphone penetration when compared with other emerging and developed markets

Smartphone penetration

(% of population) Kenya Nigeria South Africa

Rest of sub-Saharan

Africa1

2018E 49% 33% 95% 40%2022E 68% 69% 152% 62%

Note: 1 Defined by Ovum as “Rest of Africa”.

Source: Ovum.

Smartphone penetration for the main sub-Saharan Africa countries is relatively low when compared with markets such as the UK, that has 97% smartphone penetration. It is expected, however, that smartphone penetration will increase in sub-Saharan Africa countries and South Africa over the next five years, as shown in the table above.

28

2) High cost of mobile data1

Cost of mobile data

(in USD per GB) Kenya Nigeria South Africa

2018E 3.9 2.9 4.62022E 0.9 1.0 1.3

Note: 1 Cost of data is calculated using total mobile data revenue divided by total data consumption.

Source: GlobalData Plc – Pyramid Research.

All African countries show a relatively higher cost of mobile data particularly when compared with countries such as China (considered an emerging/growth economy) that has lower costs of data. Data costs in China are at USD2.0 per GB (2018E). It is estimated, however, that mobile data cost will likely decrease over the next five years, as per the table above.

3) Low fixed broadband penetration

Fixed broadband penetration

(as % of household) Kenya Nigeria South Africa

Rest of sub-Saharan

Africa1

2018E 2% 4% 10% 6%2022E 2% 6% 12% 6%

Note: 1 Defined by Ovum as “Rest of Africa”.

Source: Ovum.

Using the UK (80%) as benchmark, fixed broadband penetration is low in African countries but this is expected to increase as illustrated in the table above.

Competitive landscape

The Group competes with several electronic audio-visual services providers in Africa. This is due to the entry and growth of a number of pay-TV operators such as StarSat, Zap TV, Zuku TV and Azam TV. These operators all have the necessary broadcasting knowledge and experience, business models, existing content, brands and resources to compete with the Group. The Group’s primary pay-TV competitor is, however, the Chinese provider StarTimes (StarSat). StarTimes is a subsidiary of the company Pan African Network Group, a multinational media company and has a DTT and DTH offering. The company has been expanding geographically and is now present in more than 15 markets. It has continued its approach of engaging with governments (e.g. Uganda, Mozambique and Zambia), offering to fund digital migration and using the government network to run its service on an exclusive basis. StarTimes is also growing outside its existing core African footprint (e.g. Cote d’Ivoire, Democratic Republic of Congo). However, it has not been as successful to date in markets like Zambia or Kenya where the Group has a strong base. Overall, it is smaller than GOtv by total subscribers.

The Group also competes for subscribers with OTT platforms as a consequence of the growth in broadband infrastructure and connected devices as well as the availability of varied, quality electronic audio visual content. These offerings can be broadly categorised into global OTT services (e.g. Netflix, Amazon Prime Video, Google Play, Apple, YouTube, Facebook, Twitter, iflix, Hulu and Snapchat), regional and local OTT services (e.g. IROKOtv, DEOD, BuniTV, and Kwese Play), direct-to-consumer content providers (e.g. HBO and Disney) and domestic telcos OTT services (e.g. offered by Cell C, Telkom, Vodacom, Safaricom and MTN).

Finally, the Group competes with FTA TV broadcasters in Africa; in particular, the public broadcasters (e.g. SABC) as well as local commercial broadcasters (e.g. e.tv and Kwese). FTA broadcasters generally offer extensive, popular local general entertainment content and broadcast a wide range of local and international sport. FTA broadcasters are also well-positioned to now offer more than analogue channels and are able to launch multi-channel FTA digital satellite DTH services (e.g. e.tv’s OpenView).

29

PART VI – BUSINESS OF THE GROUP

BUSINESS OVERVIEW

Since launching the first pay-TV operation outside the US in 1986, we have grown into one of the leading video entertainment operators on the African continent. For over 30 years, we have been telling stories that are as rich and diverse as Africa itself. Today, we are one of the fastest growing pay-TV broadcast providers globally1, entertaining over 13.5 million households in 50 countries across multiple platforms, including digital satellite and terrestrial television, as well as through online solutions.

Our Group is structured around the following three business segments:

• South Africa, our division that offers digital satellite television and SVOD services to 6.9 million subscribers in South Africa as at 31 March 2018. Connected Video, which forms part of the South Africa segment from a financial reporting standpoint, delivers online video entertainment services to subscribers in South Africa;

• Rest of Africa, our division which offers digital satellite, online services and digital terrestrial television services to 6.6 million subscribers across Africa as at 31 March 2018; and

• Technology, which includes our leading digital platform and application security division, Irdeto.

In the past two financial years, we have grown our subscriber base by 14% CAGR, and generated best-in-class organic revenue growth, whilst our profitability has improved. For the financial year ending 31 March 2018, our subscriber base was 13.5 million, which represented a 13% increase over the year ended 31 March 2017. Our revenues were R47.5 billion compared to R47.7 billion the year before, and our EBITDA was R9.6 billion, a 14% increase over the year ended 31 March 2017.

The table below summarises our main performance indicators including subscriber base, revenue, Trading Profit and capex development over the past three years:

Group Operational and Reported Financial Performance Summary

Unit FY16 FY17 FY18

Pay-TV subscribers ’000 10 411 11 942 13 476Revenues R million 46 797 47 708 47 452

o/w South Africa R million 29 116 31 849 32 702o/w Sub-Saharan Africa R million 16 005 14 208 13 106o/w Technology R million 1 676 1 651 1 644

Organic Revenue Growth % n.a. 7.3% 6.6%Trading Profit R million 9 108 5 251 6 321Trading Profit Margin % 19.5% 11.0% 13.3%Net Capex R million (1 884) (1 316) (759)Net Capex to Revenues % (4.0%) (2.8%) (1.6%)

As a pioneer in the African pay-TV ecosystem, we played an important role in making information and entertainment easily accessible to the people of Africa. As a leading business in the region, our investments have brought both social and economic benefits to the communities where we operate. Today, we employ more than 9 000 people on the continent and indirectly create economic prosperity for more than 20 000 people who are employed by our various partners and suppliers. We remain committed to broad, socio-economic transformation in South Africa. This is exemplified most notably through our B-BBEE share scheme, which is aimed at empowering local communities.

1 Based on company filings in 2017.

30

CONTENT

Content is at the core of what we do. Today, we believe we have become Africa’s leading destination for video entertainment. This is the result of our substantial portfolio encompassing local, sports and international content.

• Firstly, we have the leading local content offering, which covers all major genres and formats. Our local content has won multiple awards and performs very well in terms of audience share. Our local content is exclusive to our platform in Africa, and we produce some of it ourselves. Local content is a key pillar of our strategy because it is a strong differentiator against competition and is cost-efficient.

• Secondly, we have a leading sports offering – we own major sports rights in certain markets – both local and international. We have extensive production capabilities for local sports events making us an important partner for the local federations.

• Thirdly, we have access to international content from 10 of the top 13 US studios, including movie and kids content, which is crucial for retention.

Critically, we utilise our pan-African scale to secure content rights across the continent in a cost-efficient way.

We have an extensive portfolio of local, international and sports content

2

At a glance Local Sports International

Largest producer of localentertainment in Africa

First-window rights across most major US studios

Rich content portfolioacross all major sports

International

Local

We have an unparalleled portfolio of local, international and sports content

Source: Company data

Local content Sports rightsGlobal content

Source: Company data.

SOUTH AFRICA

In our view, South Africa is one of most attractive video markets on the continent due to (i) the size of its economy (which is the largest in Africa), (ii) the rising middle class, (iii) the leading position of TV as a platform and (iv) the pay-TV penetration growth potential.

We address the entire market from mass segment to premium, and cater to all genre preferences. In that respect, we follow a customer-centric approach and operate a comprehensive video entertainment ecosystem that comprises traditional pay-TV, OTT and other products (e.g. movie rentals and music streaming).

Our DStv brand, which is a household name in South Africa, has high awareness and consumer support. We also take advantage of our multi-channel distribution and diverse payment networks.

As a group, we have a strong focus on delivering the best customer experience, which, we believe, results in strong performance in customer satisfaction metrics. The Group has notably been able to increase its Net Promoter Score from +49% in 2016 to +57% in 2018, an industry-leading loyalty score.

All of the above underpins our growing subscriber base, which expanded from 5.7 million subscribers in March 2016 to 6.9 million in March 2018. Our blended monthly ARPU declined from R339 in FY2016 to R335 in FY2018, driven by the mixed effect of growing in the growing mass market and mid-market segments.

31

South Africa Operating Performance Summary

Metric Unit FY16 FY17 FY18

Subscribers ’000 5 732 6 358 6 921Subscriber Growth % n.a. 10.9% 8.9%ARPU R/month 339 346 335Organic ARPU Growth % n.a. 2.0% (3.2%)Revenue R million 29 116 31 849 32 702Organic Revenue Growth % n.a. 9.5% 5.8%Trading Profit R million 9 142 9 805 10 446Trading Profit Margin % 31.4% 30.8% 31.9%

Going forward, our strategy in South Africa is three-fold:• capture the fast-growing mass-market segment;• delight and retain our existing customer base with our full entertainment offering; and• maintain operational excellence and agility to continue delivering strong cash-flow generation.

REST OF AFRICA

In sub-Saharan Africa, we are the leading pay-TV operator, with strong positions in key markets, benefiting from scale and a diversified presence across geographies, platforms and segments.

Rest of Africa Subscriber and Revenue Breakdown

Geography Technology

Nigeria Kenya Zambia Other DTH DTT

Active Subscribers (Mar-18) 44% 14% 10% 32% 46% 54%Subscription Revenue (FY18) 27% 11% 12% 50% 82% 18%

We consider our markets in Rest of Africa to be attractive and well positioned for strong growth in the future. In particular, we see an upside driven by (i) rising population, (ii) improving affordability, (iii) electrification and (iv) higher pay-TV penetration. In our view, Rest of Africa markets differ from South Africa on the back of multiple factors: (i)  diverse income levels with a large and fast growing mass market segment, (ii)  a largely unbanked population, (iii) virtually no fixed broadband infrastructure, and (iv) multiple local languages.

We target the full market with our products, including premium, mid-market and crucially the large and fast growing mass market segment. Alongside DTH we have invested in DTT infrastructure. DTT allows us to serve the mass market segment at a lower cost, it has greater flexibility to tailor local bouquets (crucial for our diverse markets), and does not require incremental content spend.

We have built extensive on-the-ground operations tailored to our diverse markets, with local marketing, distribution, payment and technology infrastructure. To do this, we partner with local entities in most markets to enhance our capabilities and reduce the complexity inherent in running a 50-country platform.

The following table sets out our presence in Rest of Africa as of 31 March 2018:

Rest of Africa Operating Geographical Presence

Country Entity Profile

Nigeria 79% subsidiaryGhana 50% subsidiaryKenya 60% subsidiary1

Tanzania 60% subsidiaryUganda 75% subsidiaryZambia 51% subsidiaryBotswana 51% subsidiaryNamibia 49% subsidiary2

Angola1, Zimbabwe, Malawi, Ethiopia, Mozambique and eSwatini FranchisesBenin, Burkina Faso, Burundi, Cameroon, Cape Verde, Central African Republic, Chad, Comoros, Republic of Congo, Côte d’Ivoire, Democratic Republic of Congo, Djibouti, Equatorial Guinea, Eritrea, Gabon, Gambia, Guinea (Conakry), Guinea Bissau, Lesotho, Liberia, Madagascar, Mali, Mauritania, Mauritius, Niger, Rwanda, São Tomé & Principe, Senegal, Seychelles, Sierra Leone, Somalia, South Sudan, Saint Helena (British Overseas Territory), Sudan and Togo

Agents

Note:1 This represents beneficial interest in the business. For further information in respect of the nominee holder in GOtv in order to

ensure regulatory compliance, please see “Part IV – Risk Factors” of this Pre-listing Statement. 2 The Group has management and board control of the relevant entity.3 It is anticipated that with effect from 1 February 2019, the business conducted in Angola through a franchise arrangement will be

transferred to a Group Entity and will thereafter be operated as a subsidiary of the Group.

32

During the course of 2015 and 2016, the markets in which we operate experienced significant economic headwinds, including high inflation and currency depreciation. In this environment, Rest of Africa underperformed. Our strategy at that time, built around (i) the premium segment, a small addressable market in comparison to the mass segment one in these geographies, and (ii) price increases above inflation levels, did not work effectively and had to be reviewed.

Since then, we have successfully implemented our “Value Strategy”, which revolves around four key areas:

• Retention and win-back – strong focus on customer value management and customer experience;

• Value – providing relevant content to our customers at the right prices;

• Acquisition – improved decoder offering and distribution; and

• Cost management – rationalisation of content and overhead spend.

So far, the strategy has yielded strong subscriber growth while improving the cost profile of the Business and placing it on a path to profitability.

Rest of Africa Operating Performance Summary

Metric Unit FY16 FY17 FY18

Subscribers ’000 4 679 5 584 6 555Subscriber Growth % n.a. 19.3% 17.4%Monthly ARPU R/month 257 202 160Organic ARPU Growth % n.a. (8.7%) (5.9%)Revenue R million 16 005 14 208 13 106Organic Revenue Growth % n.a. 4.0% 8.3%Trading Profit R million (704) (4 909) (4 591)Trading Profit Margin % (4.4%) (34.6%) (35.0%)

CONNECTED VIDEO

Globally, OTT is driving the growth of the video entertainment market, with overall hours watched per week growing consistently. We expect OTT to continue increasing in importance, and have therefore built a compelling OTT offering to benefit from this growth opportunity.

Specifically, we have developed two separate OTT platforms, each with a very distinct positioning:

• DStv Now is a complementary service to DTH subscribers (free of charge for premium DStv subscribers), which drives customer satisfaction and retention. We launched DStv Now in 2014 as a platform which allows subscribers to: (i) watch content broadcast in the past seven to 28 days (catch-up TV), and (ii) access live streaming of most channels on their smart TVs, computers, tablets or smartphones.

• Showmax is our standalone OTT product that uses the substantial content of MultiChoice, strong telecom partnerships and an appealing user experience. With over 700  titles, and an offering focused on local and international content, Showmax is available for free to DStv Premium subscribers, for R49 a month to DStv  Compact and Compact Plus subscribers and for R99 a month to others, enabling subscribers to watch content on up to five devices.

So far, we have seen a strong up-take and traction on both platforms, with approximately 10% of our customers using a streaming product in South Africa. In the future, we see long-term OTT as well as pay-TV growth.

33

TECHNOLOGY

We have been a technology pioneer in African video entertainment, with numerous technology “firsts” over the last 30 years. To succeed in this field, our technology platforms have been developed around the unique features of our market: large population across a wide continent, lack of broadband infrastructure, and the piracy threat.

• Our network infrastructure across DTH and DTT is fully invested.

• Our range of consumer devices addresses the whole market from premium to mass segments. Our devices offer unique functionality, mirroring an on-demand viewing experience (even without access to fixed connectivity), as well as top quality user interfaces.

• We are at the fore-front of anti-piracy techniques to safe-guard the Business.

• Importantly, our technology segment, Irdeto, services the Group entities, and also blue-chip corporations in the high growth media security and connected industries verticals, generating growing revenue and cash flows.

Our external business focus of the Irdeto Platform

1

Software solution that makes embedded processors and applications highly resistant to tampering or hacking

Connected Industries

Inventor and patent holder of Whitebox cryptography(2)

5bn+ devices secured

Early leader in connected vehicle security

Media Security

Helping media and entertainment customers to protect their revenue, create new offerings and fight cybercrime

40m+ software CA(1) clients protected

100m+ subscribers protected

600m+ streams secured monthly

30+ yearsof proven

cybersecurity success

PayTV

OTT

Sports leagues

Gaming

Connected transport

Connected spaces

Connected manufacturing

Notes:(1) Conditional Access(2) Protecting cryptographic keys in software applicationsSource: Company data, Dataxis, ABI Research

Notes:

Conditional Access.4 Protecting cryptographic keys in software applications.

Source: Company data, Dataxis, ABI Research.

In the Media Security segment, Irdeto helps a large base of global, blue-chip media and entertainment customers, including Comcast, 21st Century Fox, Liberty Global and the English Premier League. Irdeto solutions protect client brand and revenue through unique encryption capabilities, incorporating all aspects of security, and include, amongst others, conditional access, multi-digital rights management and piracy control.

In the Connected Industries segment, Irdeto provides an extensive range of cybersecurity products (e.g. function and control flow transformation, anti-debug, whitebox cryptography and integrity verification) primarily servicing the transportation and smart building verticals, which have strong requirements for security solutions and where Irdeto has already established strong partnerships. Going forward, we aim to become a leading operator in these markets, which benefit from structural growth drivers such as increased connectivity, rise in autonomous vehicles and the Internet of Things.

Going forward, Irdeto’s strategic focus is to (i) drive the Group’s technology and innovation roadmap, (ii) continue to gain market share in the more mature media security space, and (iii) tap into the highly attractive Connected Industries segment, leveraging 20 years of proven Media Security success.

THE GROUP’S STRENGTHS

Substantial content offering

We have a rich content portfolio, supported by a deep and broad content investment strategy across local, sports and international content verticals:

• We are Africa’s leading story teller. We are the key local content investor across Africa with c.USD600 million of cumulative investments since 2013. Content is both commissioned from local studios (with whom we have deep and long-standing relationships) and produced in-house. It is broadcast via our portfolio of curated channels;

34

• We are a prominent investor in sport in Africa. We cover most genres of sports, both through the acquisition of rights to popular international sports properties, such as the Premier League and the UEFA Champions League, as well as local sports rights, including the Premier Soccer League in South Africa. Such sports offering is delivered through our SuperSport channels; and

• We have access to world-class content. We have deals with eight of the ten major US studios and key international channels.

Going forward, we expect to continue to build on our position of content leadership by notably increasing our investments in local content (e.g. telenovelas and reality-TV shows).

Leading African video entertainment platform

We are the leading video entertainment provider in Africa, with over 30 years of track-record. Today we:

• Operate across 50 countries with a multi-platform distribution ecosystem, including DStv (DTH), GOtv (DTT) and Showmax (OTT) brands; and

• Service over 13 million households, representing 36 million African consumers. Importantly, our subscriber base is highly diversified, with 51% of our customers located in South Africa and the remaining 49% across the rest of sub-Saharan Africa.

Large long-term growth opportunity

We operate in what we consider to be highly attractive video markets with large and growing populations that consume significantly more video than other countries globally.

We believe our Business has a dual growth opportunity:

• In pay-TV, we benefit from improving affordability and a currently improving macroeconomic environment in sub-Saharan Africa, with a significant addressable TV household market that is not yet served; and

• In OTT, we anticipate that the shift in consumer habits will drive an increase in the appetite for on-demand video. Importantly, we are starting to see the evidence of this trend in South Africa: nearly 10% of our customer base in South Africa is watching video on demand. We are well positioned to participate in this growth.

World-class technology and infrastructure

As a pioneer on the continent, we benefit from a strong technological heritage and have three core platforms:

• A well-invested distribution network with (i) broad DTH coverage across sub-Saharan Africa, (ii) a fully invested DTT network with limited maintenance spend requirements and (iii) a developed OTT platform;

• Advanced consumer technology, with state-of-the-art consumer devices at affordable price points and attractive on-demand features, including a user interface, built by 200 in-house developers and constantly improving with more than 1 000 software updates per year; and

• An excellent security platform powered by Irdeto, with unique intellectual property and anti-piracy capabilities servicing both our entities and leading communication operators.

Pan-African scale and strong local capabilities

Although we operate in a multi-country environment, we believe that our organisational structure, which combines centralised support with strong in-country capabilities, is a key driver behind our success.

Separately, we consider that our organisation is suited to address Africa’s unique challenges:

• Our transmission networks are helping us overcome the challenge posed by Africa’s sparsely distributed population;

• Our dense distribution network supports us in addressing the informal retail structure of Rest of Africa markets;

• Our multi-platform payment networks are tackling the low access to banking services of Africa’s population; and

• Our localised organisation, that is managed by local teams and has long-standing relationship with local partners, is well equipped to navigate the complexity of the regulatory landscape.

Compelling financial profile

We have an attractive financial profile combining growth, rising profitability, cash-flow generation and financial flexibility:

• We are one of the world’s fastest-growing video entertainment operators, with the two key growth engines of Rest of Africa and Connected Video;

• Our profitability has significant upside potential as we stabilise Rest of Africa and continue its profitability turnaround whilst extracting efficiencies in and penetrating the mass market in South Africa;

35

• We benefit from stable and resilient cash flows from South Africa; and

• Our ungeared balance sheet with no financial debt upon implementation of the Unbundling provides strategic flexibility.

PAY-TV PACKAGES AND SUBSCRIBER DISTRIBUTION

In fulfilling our objective to deliver quality content everywhere, anytime, on any device, we aim to serve the whole South African and sub-Saharan Africa population through a comprehensive, segmented video entertainment offering for all income groups. Our products and services are provided to several market segments through dedicated DStv and GOtv packages to suit various lifestyles and viewing tastes. For the DStv offering, such packages range from the entry-level DStv EasyView package to the top-end DStv Premium package. Other packages include Compact, Compact Plus, Family and Access. The chart below summarises the package offering in South Africa.

Our strong channel portfolio is the core of our offering

3

Price

# of channels

DStv bouquets span a range of price points and genres, catering to the diverse socio-economic dynamics and interests of the South African population

R509 p/m

115

R385 p/m

100

R249 p/m

75

R99 p/m

55

R29 p/m

30

R809 p/m

135

Our strong channel portfolio is the core of our offering

Source: Company data

At a glance Market Business Strategy

Source: Company data.

DStv packages

The DStv EasyView package is the most affordable package and includes approximately 30 television channels covering news, general entertainment, religious programming as well as the FTA channels. It is identified as a “mass” tier package.

The DStv Compact, Family and Access packages cover the growing middle and lower income groups, which have experienced the fastest growth in subscriptions in the past two years. The Compact package is a mid-tier package and includes more than 100 television channels, including two sports channels principally dedicated to football. The Family and Access packages offer subscribers a selection of up to 75 television channels and a number of audio channels, with the main focus being local content. These packages are classified as “middle” tier packages.

The DStv Premium package targets higher income individuals and offers some of what we believe is the best entertainment programming available, from across the globe, as well as locally. This package includes over 135  television channels and more than 90 audio channels. Content ranges from sport, news, documentaries, international blockbuster movies, series, lifestyle, kids’ entertainment to a variety of music channels. The DStv Premium package is the “top” tier package.

GOtv packages

Through our GOtv brand, which runs in eight countries, we offer four different content packages: GOtv Lite, GOtv Value, GOtv Plus and GOtv Max. These packages are designed to serve the mass market and offer value with both local and international content. Typically, GOtv packages use existing DStv programming, including FTA channels, but also carry exclusive channels, including local content, which is specifically developed for the targeted markets in sub-Saharan Africa.

36

Given that the vast majority of subscribers belong to the mass tier in Rest of Africa, the subscriber mix is best classified by technological platform, i.e. DTH and DTT. The table below outlines the subscriber distribution in Rest of Africa across DTH and DTT over the past three years.

Rest of Africa Subscriber Breakdown by Platform

Subscriber by Platform Unit FY16 FY17 FY18

DTH ’000 2 275 2 583 3 033DTT ’000 2 403 3 001 3 522

Total ’000 4 678 5 584 6 555

MARKETING, SALES AND CUSTOMER CARE

Marketing

Our marketing functions are carried out by several departments. Corporate Affairs is responsible for our group overall strategic brand positioning. Separately, the Centre for Information and Insights (“CII”) carries out market research and studies to monitor the changing needs and preferences of African consumers.

Our local South Africa and Rest of Africa entities are responsible for the development, launch and monitoring of marketing campaigns in their respective territories. Our local marketing teams design, develop, implement and track publicity campaigns, in order to transmit product, commercial and corporate messages to the target audience according to marketing and strategic plans, as well as managing the MultiChoice, DStv and GOtv brands. They are also in charge of analysing, defining, developing and maintaining the offer (product, price, promotion and marketing actions) according to the set operational and strategic objectives.

In the case of Rest of Africa, a centralised creative and analytics marketing team of approximately 15 people, based out of Dubai, identifies customer trends across our sub-Saharan African footprint, and marketing campaigns are created accordingly. The team is complemented by in-country marketing teams that identify country-specific campaigns and implement all marketing efforts. The largest in-country teams are based in Nigeria (approximately 300 people), Angola (approximately 130), Zambia (approximately 50) and Kenya (approximately 50).

Our group media strategy primarily focuses on mass media channels, in combination with direct marketing, and social media sites. Our adverts are recognised for their creativity and carefully crafted local angle.

Sales

We market and sell packages to the market using a broad range of sales channels, primarily third-party distributors, as well as direct sales bringing the MultiChoice brand directly to the consumer.

In Rest of Africa, the unique characteristics of each local market translate into a unique distribution platform, with unorganised trade (agents and informal sales points located on the ground) representing the largest proportion of Rest of Africa sales. Thanks to our long-standing presence in this market, the Business in Rest of Africa has developed a deep network of re-sellers, maximising its reach, as well as strong relationships with them.

Customer Care and Billing

The customer care function is responsible for handling queries and complaints from our existing subscribers. We  manage customer care interactions through a multi-channel strategy, combining our call centre and online platform. We believe that our customer care activities are key elements to improving subscriber experience and satisfaction and to increase subscriber loyalty.

We continue to analyse new initiatives to improve the service provided to our subscribers, including (i) digitising interactions across the subscriber journey to enable enhanced self-service and transition to online on every touchpoint (including mobile), (ii) streamlining payment and collection processes to help subscribers stay connected, and (iii) improving internal processes to better handle subscriber queries.

We also aim to retain potential churners through special offers, which are used as a major tool to improve the retention of existing subscribers and reconnect inactive ones. In the case of MultiChoice Africa, special offers on decoders play an important role in the overall attractiveness of the Rest of Africa platform.

As a result of these initiatives, our Consumer Satisfaction Score (“CSAT”) measured by customer surveys has risen steadily. For instance, MCSA’s CSAT increased from 74% in June 2014 to 80% in June 2017.

From a billing standpoint, we benefit from a unique payment platform, offering a total of 110 different payment methods, primarily driven by MultiChoice Africa and its presence in different markets with varying payment

37

requirements. Currently, MultiChoice Africa’s most prominent payment channels remain mobile (given large unbanked population in sub-Saharan Africa) and cash (currency payments at local agents/dealers or MultiChoice Africa branches). We believe that our multi-solution payment capabilities, deeply entrenched into our local eco-systems, provide us with a competitive advantage.

TECHNOLOGICAL INFRASTRUCTURE

Third-party international content is received at three head end facilities via satellite or cable in the UK (note that we lease the satellite from a third-party) and Spain. Proprietary channels’ content from M-Net and SuperSport, FTA content and other third-party channels are received at a head-end facility in Randburg, South Africa, which we own and operate. This content is received physically or via third-party satellite transmission or fibre optic cables.

The head end facilities are technical processing centres, where channel feeds are multiplexed (the bundling and aggregation of content), compressed and encrypted in order to enable onward distribution in accordance with bouquet and scheduling requirements. State-of-the-art encryption services are provided by Irdeto.

The multiplexed signal is then delivered to two co-located satellites (E36 B&C from EutelSat and IS20 A&B from IntelSat, which capacity we lease) through four uplink facilities, which are located in the UK, Spain and South Africa. Satellite transponder capacity is leased from the satellite providers, which then feed the DStv service to subscribers via their home installed satellite dishes across the African continent. The signal is eventually decrypted by subscribers’ decoders.

In respect of GOtv, two other satellites (IS901 and IS33E) beam the signal to transmission towers located at 163 sites across Africa, which are owned and operated by us. GOtv subscribers receive the GOtv transmission from the transmission sites using external antenna connected to their decoders. GOtv is the only operator in Africa to operate Single Frequency Network, ensuring fewer frequencies in use and providing harmonious integration of overlapping signals.

For Connected Video, we have put the necessary infrastructure in place to deliver seamlessly live and on-demand content to our subscribers online, on their connected televisions, computers, smartphones or tablets, wherever the subscribers are.

CONTENT COSTS

The Business is reliant on its ability to provide local content, series, sport and movie content to its subscribers. Content costs are the largest cost item of the Business and represented 40.8% of our total costs of providing services and sale of goods for the financial year ended 31 March 2018. Content costs include direct expenses (the cost of licensing third-party content and the production cost of programmes produced by us), as well as the amortisation of programming rights for sporting events and films. We produce programmes through our proprietary channels: M-Net and SuperSport. The vast majority of content costs consist of sport and movie rights licensed from third parties. We acquire sports rights typically for a period of three to five years at a fixed price. We have output deals with most of the major film studios, typically for a period of approximately three years and the fees in these contracts can be fixed or variable in nature depending on the studio concerned. Most of our sports and movie rights contracts are denominated in foreign currencies, mainly USD.

Increased competition and currency depreciation have resulted in higher programming content costs and have reduced our operating margins, especially due to the intense bidding for popular sports rights. We carefully analyse each rights package and intend to not pay excessively for content. In the past, we have declined, and intend to continue to decline, transactions that we do not consider economically viable. We intend on managing content costs, including by way of the termination of certain content, non-renewal of certain contracts, renegotiation of existing deals and obtaining certain content on a non-exclusive basis.

Although overall programming content costs have been on the rise, these costs have largely been absorbed by an increase in our subscriber base. Therefore, programming content costs have broadly been stable on a per subscriber basis or as a percentage of overall subscription revenue.

PROPERTY, PLANT AND EQUIPMENT

Transponder Leases

Our South African business leases 23 and 28 20Ku-Band transponders on Intelsat 20 and Intelsat 36, respectively. The  new Intelsat 36 satellite came into service in September 2016. MCSA leases 16 and 21 transponders on Eutelsat  36B  and 36C, respectively. Intelsat 20 and Intelsat 36 are co-located at 68.5 degrees East while Eutelsat 36B and 36C are co-located at 36 degrees East. This arrangement allows for effective disaster recovery and expansion capacity facilities for both orbital locations. The end-of-lease terms of the Intelsat 20, Eutelsat 36B and 36C satellites is estimated to be 2025 and the end of lease term of the Intelsat 36 satellite is estimated to be 2031.

38

Real Estate/Immovable Property

In April 2016, our South African business completed the construction of a new building in Randburg, in addition to the properties that it already owns in various jurisdictions. For further information on immovable property, see Annexe 14 to this Pre-listing Statement.

Environmental Matters

We have developed an environmental management policy that is applicable to the Business, with the objective of implementing and integrating an environmental management system in all of our business activities. The policy requires compliance with all existing environmental legislation as well as our own internal standards of conduct. We believe that we comply in all material respects with all applicable environmental requirements. However, certain of our ongoing operations may expose us to liabilities under environmental laws for such matters as noncompliance and contamination, and we could incur material costs in connection with such liabilities.

We are not aware of any material environmental claims pending or threatened against us and do not believe that we are subject to any material environmental remediation obligations. Nevertheless, the discovery of previously unknown contamination or stricter interpretation or enforcement of environmental requirements could result in material costs or obligations under environmental laws in the future.

INTELLECTUAL PROPERTY

We rely on a combination of licensing arrangements, trade names, trademarks, copyrights, patents and proprietary technology to protect our intellectual property rights. We own, or have been assigned or licensed, the rights to several patents and have several patent applications in various jurisdictions relating to our proprietary technology. In addition, we have numerous trademarks (pending and registered) in countries where we conduct business or could potentially conduct business in the future. Some of our trademarks include the names and logos of MultiChoice, DStv, GOtv, M-Net, SuperSport and Irdeto. A number of internet domain name registrations have also been secured. We believe that we have taken appropriate available legal steps to protect our intellectual property in the relevant jurisdictions.

We may file additional patent and trademark applications in the future, although there can be no assurance that we will be successful in obtaining patents or trademark registrations based upon these applications. We intend to vigorously protect our intellectual property rights. It may be possible, however, for a third party to copy or otherwise obtain and use our content and technology without authorisation or to develop similar technology independently. Furthermore, the laws of certain countries in which we sell our products and services do not protect intellectual property rights to the same extent as do the laws of, for example South Africa or the UK.

CORPORATE SOCIAL RESPONSIBILITY AND ENTERPRISE DEVELOPMENT

Corporate Social Responsibility is at our heart, and over the course of the last few years, we have championed several initiatives. Among others, our corporate social initiatives (“CSI”) include:

• Let’s Play. Let’s Play is an award-winning CSI programme aimed at encouraging young people to participate in sport, so they can benefit from all the health, social and psychological advantages this brings.

• MultiChoice Diski Challenge. The MultiChoice Diski Challenge, a football development programme, has created opportunities for young, aspiring footballers to become professionals and enhance their life-skills, and has also created a platform for interns working towards a career in broadcasting. In its four seasons, 429 football matches have been played, more than 120 players have been promoted to their club’s first teams and over 100 players have played for national teams. Over the past four years, 140 of the matches were screened live on SuperSport and community television stations. These were produced by more than 40 broadcast trainees. In addition, as part of the MultiChoice Diski Challenge Content Partnership with Community TV stations, we have partnered with six community TV channels on the DStv platform namely: Tshwane TV, Gau TV, 1KZN TV, BAY-TV, SOWETO TV and CAPE TOWN TV on the MultiChoice Diski Challenge. Through this partnership, which started in 2014, we provide full, live content rights free of charge to all the community TV channels.

• Magic in Motion. M-Net’s Magic in Motion Academy plays a critical role in contributing skills in the film and TV industry and empowering the next generation of storytellers. It gives young Africans on-the-job training and the opportunity to get hands-on experience by working with experienced producers.

• SuperSport Rugby Challenge. The SuperSport Rugby Challenge is a rugby tournament in partnership with SA Rugby that aims to re-establish community rugby, including the vital link between club and provincial rugby. The initiative’s mission is to use sport as a platform to develop broadcast talent, while providing a platform for young rugby players to develop as they prepare to play in higher levels of rugby.

39

PART VII – RESTRUCTURING AND FORMATION OF THE GROUP

FORMATION OF THE COMPANY AND THE GROUP

The Company was incorporated as a wholly owned subsidiary of MIHH for purposes of implementing the Admission and Unbundling and, subsequent to the Restructuring, includes MCSA, Irdeto SA, Main Street 484, Irdeto  BV, Showmax BV, MAH BV, DMT, MultiChoice Botswana, MultiChoice Namibia and NMS (and any of the subsidiaries, associates and/or affiliates of such entities as at the date on which the Restructuring is implemented).

RESTRUCTURING

In order to facilitate the Admission, Naspers has undertaken a restructuring in order to transfer the Business to the Company, and will undertake further restructuring steps prior to Admission. The Restructuring involves the following steps:

Step 1: Incorporation of the Company

The Company was registered and incorporated on 4 September 2018, as a wholly owned subsidiary of MIHH (initially holding one Share which was issued to MIHH on 28 September 2018).

Step 2: Incorporation of MultiChoice Group Treasury Services Proprietary Limited (“TreasuryCo”)

TreasuryCo was registered and incorporated on 4 September 2018, as a wholly owned subsidiary of the Company (initially holding 100 ordinary shares in the share capital of TreasuryCo, which were issued to the Company on 29 October 2018). TreasuryCo will provide treasury services to the Group including, among others, consolidated cash pooling, hedging programmes, funding and liquidity management.

The existing group cash pooling arrangement and hedging transactions with MIH Treasury Services Proprietary Limited (a Naspers group company) will be ceded and transferred to TreasuryCo before the Admission and Unbundling Date. For further information on the hedging transactions, refer to Annexe 1 – Combined Historical Financial Information and for further information on the transfer of the cash pooling arrangement and hedging transactions, refer to Annexe 7 – Pro Forma Financial Information.

Step 3: Separation of Showmax Poland

It was contemplated that after the Restructuring, Showmax BV would no longer hold any Polish assets. Therefore, a new private company with limited liability under the laws of The Netherlands was to be incorporated named Showmax Poland B.V. (“Showmax Poland BV”). Subsequently, the Polish assets were transferred by Showmax BV to Showmax Poland BV.

Step 4: Settlement of intra-group debt

In light of the Restructuring, certain intra-group debts, consisting of receivables under loans to Naspers Group companies provided by MIH Finance v.o.f., a partnership (vennootschap onder firma) under the laws of The Netherlands (“MIH Finance VOF”), have been settled as follows:

• The receivable Showmax BV owed to MIH Finance VOF (“Showmax Receivable”).

– The Showmax Receivable was assigned to Myriad International Holding B.V., a private company with limited liability incorporated under the laws of The Netherlands (“MIH BV”), pursuant to the execution of a deed of assignment between MIH Finance VOF, MIH BV and Showmax BV.

– Showmax BV subsequently issued one share in its capital to its sole shareholder, MIH BV, against a payment obligation equal to the amount of the Showmax Receivable (“Showmax Obligation To Pay”). The Showmax Obligation To Pay was set off against the Showmax Receivable.

• The receivable MIH Technology Holdings B.V., a private company with limited liability incorporated under the laws of The Netherlands (“MIH Tech”), owed to MIH Finance VOF (“MIH Tech Receivable”).

– The MIH Tech Receivable was assigned to MIH BV pursuant to the execution of a deed of assignment between MIH Finance VOF, MIH BV and MIH Tech.

– MIH Tech subsequently issued one share in its capital to its sole shareholder, MIH BV, against a payment obligation equal to the amount of the MIH Tech Receivable (“MIH Tech Obligation To Pay”). The MIH Tech Obligation To Pay was set off against the MIH Tech Receivable.

40

• The distribution in specie by MIH Tech to MIH BV, consisting of all shares in the capital of Irdeto BV (“Irdeto BV Distribution”).

• The receivable Irdeto BV owed to MIH Finance VOF (“Irdeto BV Receivable”).

– The Irdeto BV Receivable was assigned to MIH BV pursuant to the execution of a deed of assignment between MIH Finance VOF, MIH BV and Irdeto BV.

– Irdeto BV subsequently issued one share in its authorised share capital to its sole shareholder, MIH BV, against a payment obligation equal to the amount of the Irdeto BV Receivable (“Irdeto BV Obligation To Pay”). The Irdeto BV Obligation To Pay was set off against the Irdeto BV Receivable.

• The receivable MAH BV owed to MIH Finance VOF (“MAH Receivable”).

– The MAH Receivable was assigned to MIH BV pursuant to the execution of a deed of assignments between MIH Finance VOF, MIH BV and MAH BV.

• The receivables each of (i) MultiChoice Nigeria Limited (“Nigeria”), (ii) GOtv Ghana Limited (“Ghana”), (iii) SuperSport and (iv) GOtv Kenya Limited (“Kenya”) owed to MIH Finance VOF (the “Joint Receivables”).

– The Joint Receivables were assigned to MIH BV pursuant to the execution of several deeds of assignments between MIH Finance VOF, MIH BV and (i) Nigeria, (ii) Ghana, (iii) SuperSport and (iv) Kenya, respectively.

• The Joint Receivables were sold by MIH BV to MAH BV whereby the purchase price for the Joint Receivables was left outstanding; MIH BV and MAH BV agreed that the amount of the purchase price for the Joint Receivables would be added to the amount of the MAH Receivable (“Increased MAH Receivable”).

– MAH BV subsequently issued one share in its capital to its sole shareholder, MIH BV, against a payment obligation equal to the amount of the Increased MAH Receivable (“MAH Obligation To Pay”). The MAH Obligation To Pay was set off against the Increased MAH Receivable.

All steps for the settlement of the intra-group debt were completed on 28 September 2018.

Step 5: Distribution of shares in MAH BV, Irdeto BV and Showmax BV by MIH BV to MIH Ming He Holdings Limited (“MIH Ming He”)

Upon completion of the settlement of the intra-group debt as described above, all shares in the capital of each of MAH BV, Irdeto BV and Showmax BV were to be distributed by MIH BV to MIH Ming He. The steps to implement such distribution were as follows:

• The management board of MIH BV approved the proposal of the general meeting of MIH BV to make a distribution in specie of shares to MIH Ming He, consisting of all shares in the capital of each of MAH BV, Irdeto BV and Showmax BV (“MIH BV Distribution”).

• The general meeting of MIH BV resolved to make the MIH BV Distribution.

• A Dutch notarial deed of transfer of shares was executed, whereby all shares in the capital of MAH BV were transferred by MIH BV to MIH Ming He.

• A Dutch notarial deed of transfer of shares was executed, whereby all shares in the capital of Irdeto BV were transferred by MIH BV to MIH Ming He.

• A Dutch notarial deed of transfer of shares was executed, whereby all shares in the capital of Showmax BV were transferred by MIH BV to MIH Ming He.

All steps for the implementation of the MIH BV Distribution were completed on 28 September 2018.

Step 6: Distribution of shares in MAH BV, Irdeto BV and Showmax BV by MIH Ming He to MIHH

Upon implementation of the MIH BV Distribution, all shares in the capital of each of MAH BV, Irdeto BV and Showmax BV were subsequently to be distributed by MIH Ming He to MIHH. The steps to implement such distribution were as follows:

• The management board of MIH Ming He proposed to the shareholder of MIH Ming He to distribute as a dividend in specie all shares in the capital of each of MAH BV, Irdeto BV and Showmax BV (“MIH Ming He Distribution”).

• The general meeting of MIH Ming He resolved to declare and pay the MIH Ming He Distribution.

• A Dutch notarial deed of transfer of shares was executed, whereby all shares in the capital of MAH BV were transferred by MIH Ming He to MIHH.

• A Dutch notarial deed of transfer of shares was executed, whereby all shares in the capital of Irdeto BV were transferred by MIH Ming He to MIHH.

• A Dutch notarial deed of transfer of shares was executed, whereby all shares in the capital of Showmax BV were transferred by MIH Ming He to MIHH.

All steps for the implementation of the MIH Ming He Distribution were completed on 28 September 2018.

41

Step 7: MIHH transfers the Business to the Company

Upon implementation of the MIH Ming He Distribution, and in terms of a share for share agreement entered into between MIHH and the Company on 28 September 2018 (summarised in Annexe 17 to this Pre-listing Statement) (“MIHH Share for Share Agreement”):

• MIHH transferred to the Company the issued shares held by it in the capital of MCSA, Irdeto SA, Main Street 484, Irdeto BV, Showmax BV, MAH BV, DMT, MultiChoice Botswana and MultiChoice Namibia (collectively, the “Company Shares”). The transfer of the Company Shares was completed on 28 September 2018. In respect of Irdeto BV, Showmax BV and MAH BV:

– A Dutch notarial deed of transfer of shares was executed, whereby all shares in the capital of MAH BV were transferred by MIHH to the Company;

– A Dutch notarial deed of transfer of shares was executed, whereby all shares in the capital of Irdeto BV were transferred by MIHH to the Company;

– A Dutch notarial deed of transfer of shares was executed, whereby all shares in the capital of Showmax BV were transferred by MIHH to the Company;

• MIHH transferred to the Company the issued shares held by it in the capital of NMS which transfer was completed on 8 November 2018; and

• the Company allotted and issued 438 837 467 Shares in the authorised but unissued share capital of the Company to MIHH in exchange for the transfer of the Company Shares and the NMS Shares by MIHH to the Company. This allotment and issue was completed on 8 November 2018 and a share certificate in respect of these shares was issued by the Company to MIHH on 29 November 2018.

Step 8: Incorporation of MCGH BV and transfer of MAH BV, Irdeto BV and Showmax BV to MCGH BV

• A new private company with limited liability under the laws of The Netherlands was incorporated by the Company, named MCGH BV, in terms of a Dutch notarial deed of incorporation executed on behalf of the Company, dated 9 October 2018. MCGH BV was registered in the Dutch Trade Register on 10 October 2018.

• Following the transfer of the Company Shares by MIHH to the Company as set out in step 7 above, the Company transferred the issued shares held by it in the capital of MAH BV, Irdeto BV and Showmax BV (the “Dutch Shares”) to MCGH BV in terms of a Dutch notarial deed of issuance of a share and contribution executed on behalf of the Company, MCGH BV, MAH BV, Irdeto BV and Showmax BV, dated 26 October 2018. In terms of such notarial deed:

– MCGH BV issued to the Company one share in the capital of MCGH BV, with a nominal value of one USD cent, numbered 2 (the “New Share”), at par, and therefore in exchange for an obligation to pay expressed in cash of one USD cent (the “Issuance Obligation To Pay”);

– the Issuance Obligation To Pay and the Incorporation Obligation To Pay (as defined below) are fulfilled by a non-cash contribution made and transferred by the Company to MCGH BV, consisting of the Dutch Shares; and

– it is (i) recorded that prior to implementing the issue of the New Share, the entire issued and outstanding capital of MCGH BV, consisting of one share with a nominal value of one USD cent, numbered 1 (the “Existing Share”), was held by the Company, which Existing Share was issued at par upon incorporation of MCGH BV, and therefore in exchange for an obligation to pay one USD cent (the “Incorporation Obligation To Pay”); (ii) recorded that it was previously stipulated that the Existing Share was not paid up and that the Existing Share shall be paid in full immediately after incorporation, either in cash, by transfer to a bank account to be designated by MCGH BV or by any other means to be agreed upon by MCGH BV and the Company; and (iii) agreed that in addition to the Issuance Obligation To Pay, the Incorporation Obligation To Pay shall also be fulfilled by means of the non-cash contribution of the Dutch Shares.

The transfer of the Dutch Shares was completed on 26 October 2018.

Step 9: The Company transfers MultiChoice Botswana and MCGH BV to TreasuryCo

Following (i) the transfer by MIHH to the Company of the issued shares held by it in the capital of MultiChoice Botswana as set out in step 7 above, and (ii) the implementation of step 8 above, and in terms of a share for share agreement entered into between the Company and TreasuryCo (summarised in Annexe 17 to this Pre-listing Statement):

• the Company transferred to TreasuryCo the issued shares held by it in the capital of MultiChoice Botswana and MCGH BV (collectively, the “TreasuryCo Shares”). The transfer of the TreasuryCo Shares was completed on 29 November 2018. In respect of MCGH BV, a Dutch notarial deed of transfer of shares was executed, whereby all shares in the capital of MCGH BV were transferred by the Company to TreasuryCo; and

• TreasuryCo allotted and issued two ordinary shares in the authorised but unissued share capital of TreasuryCo, being one share in respect of the TreasuryCo Shares relating to MultiChoice Botswana and one share in respect of the TreasuryCo Shares relating to MCGH BV, to the Company in exchange for the transfer of the TreasuryCo Shares by the Company to TreasuryCo. This allotment and issue was completed on 6 December 2018.

42

Step 10: Repurchase of Shares by the Company

Subsequent to the implementation of the aforesaid steps, the Company repurchased four Shares held by MIHH for cash consideration of R180 per Share. The repurchase of these Shares was completed on 18 January 2019.

Step 11: Liquidation of DMT

• Prior to the implementation of step 13 below, DMT will be liquidated. In order to prepare it for liquidation, the following steps (amongst certain others) will be implemented:

– the Company will allot and issue one Share to MIHH at a subscription amount of approximately R71 259 812 (the “Subscription Price”) payable by MIHH to the Company in cash; DMT will allot and issue one ordinary share in the authorised but unissued share capital of DMT to the Company at a subscription amount of approximately R71 117 577 payable by the Company to DMT in cash. The Company will utilise the Subscription Price received by it to pay the aforesaid subscription amount to DMT, and the balance of the Subscription Price will be utilised to pay stamp duty on the DMT subscription transaction; and

– DMT will utilise the above subscription amount to settle its outstanding liabilities.

• Once the above steps have been implemented, DMT will be liquidated.

Step 12: Transfer of MAH Loan and Showmax Loan receivables

Following the implementation of step  4 above, MIH Finance VOF provided, and will continue to provide until immediately prior to the implementation of step 13 below, certain intra-group loan funding to each of MAH BV (the “MAH Loan”) and Showmax BV (the “Showmax Loan”). It is estimated that the aggregate value of the MAH Loan and the Showmax Loan will immediately prior to the implementation of step 13 below, be between USD150 million and USD200 million.4

In addition, Irdeto BV owes an amount of USD2 492 296 to MIH BV (“Irdeto Receivable”).

Immediately prior to the implementation of step 13 below, the following series of transactions will be implemented in respect of the receivables under the MAH Loan (“MAH Loan Receivable”) and the receivable under the Showmax Loan (“Showmax Loan Receivable”) and Irdeto Receivable:

• MIH Finance VOF will assign the MAH Loan Receivable and the Showmax Loan Receivable to MIH Ming He as partial repayment of its loan payable to MIH Ming He;

• MIH BV will distribute the Irdeto Receivable to MIH Ming He;

• MIH Ming He will distribute the MAH Loan Receivable and the Showmax Loan Receivable and the Irdeto Receivable to MIHH;

• MIHH will (i) assign the MAH Loan Receivable to the Company in exchange for one Share to be issued by the Company to MIHH, (ii) assign the Showmax Loan Receivable to the Company in exchange for one Share to be issued by the Company to MIHH, and (iii) assign the Irdeto Receivable to the Company in exchange for one Share to be issued by the Company to MIHH;

• the Company will (i) assign the MAH Loan Receivable to TreasuryCo in exchange for one ordinary share in the capital of TreasuryCo to be issued by TreasuryCo to the Company, (ii) assign the Showmax Loan Receivable to TreasuryCo in exchange for one ordinary share in the capital of TreasuryCo to be issued by TreasuryCo to the Company, and (iii) assign the Irdeto Receivable to TreasuryCo in exchange for one ordinary share in the capital of TreasuryCo to be issued by TreasuryCo to MIHH;

• TreasuryCo will (i) assign the MAH Loan Receivable to MCGH BV in exchange for one share in the capital of MCGH BV to be issued by MCGH BV to TreasuryCo, (ii) assign the Showmax Loan Receivable to MCGH BV in exchange for one share in the capital of MCGH BV to be issued by MCGH BV to TreasuryCo, and (iii) assign the Irdeto Receivable to MCGH BV in exchange for one share in the capital of MCGH BV to be issued MCGH BV to TreasuryCo; and

• the Irdeto Receivable will be capitalised by way of Irdeto BV issuing one share in the capital of Irdeto BV to MCGH BV.

Step 13: MIHH distributes as a dividend in specie (unbundles) its Shares in the Company to Naspers

Following the above steps, prior to Admission, MIHH will distribute, as a dividend in specie, all of the Shares then held by it in the capital of the Company (being 438 837 468 Shares) to Naspers.

4 These amounts are based on the assumption that the Admission occurs on 27 February 2019.

43

PART VIII – COMMITMENT TO TRANSFORMATION AND B-BBEE TRANSACTIONS

Introduction

The Group considers socio-economic transformation and economic inclusivity to be a fundamental priority for the long-term development of South Africa. The Group is committed to B-BBEE and actively contributes to the expansion of opportunities for historically disadvantaged groups, and the empowerment of local communities. The Group has consistently implemented sustainable and meaningful empowerment policies across its operations including equity ownership, management control, skills development, supplier and enterprise development and socio-economic development. The Group sees its contribution to transformation as an integral component of its value system. This commitment has been recognised by the Group’s B-BBEE ranking as a Level One Contributor.

The Group’s approach ensures compliance with the relevant South African empowerment requirements, including:

• the B-BBEE Act, which provides the legislative framework to advance socio-economic transformation and is applicable to all companies;

• Information and Communication Technology (“ICT”) Sector Codes of Good Practice, which are applicable to MCSA as a broadcaster in South Africa; and

• the broadcast licences issued by ICASA to MCSA which require MCSA to maintain ownership by historically disadvantaged groups of at least 30%. MCSA has consistently met this target since 2008.

In addition to compliance with these statutory requirements, the Company remains fully committed to its integrated transformation strategy, thereby ensuring that B-BBEE is reflected in all facets of its businesses. This has been executed through landmark transactions, which resulted in sustained B-BBEE ownership, as well as a continued focus on empowerment at an operational level.

2006/2007 Empowerment Transactions

In 2006 and 2007, Naspers undertook one of the largest B-BBEE transactions in South Africa by enabling the acquisition of a stake in MCSA by black investors. The Group arranged, structured and funded the sale of a 20% interest in MCSA (the “2006/2007 Empowerment Transactions”) to black investors through PN. PN comprises approximately 90 000 individual and institutional shareholders.

Naspers (through MIHH) effectively enabled the transaction through vendor funding by way of a subscription by MIHH for preference shares in PN 1 and PN 2. The transaction allowed black investors to invest in MCSA by acquiring indirect shares in MCSA (valued at R50 per share) for a R10 per share cash contribution (with MIHH providing R40 in vendor funding per share). The preference shares held by MIHH will be redeemed on the Unbundling Operative Date and thereafter there will be no debt remaining in PN 1 or PN 2.

The PN shares previously traded on an over-the-counter platform which enabled share trading between black shareholders and investors. On 23 November 2018, PN shares were listed on the Equity Express Securities Exchange.

Through PN, MCSA has provided long-term, far-reaching benefits to B-BBEE shareholders, with an estimated return on investment of approximately 17 times since inception. Shareholders have benefitted from:

• Capital Growth: PN shares have delivered meaningful share price appreciation – an initial investment of R10 per share (at time of the B-BBEE transactions in 2006/2007) has increased to a price of R130 per share as of the Last Practicable Date, which represents a CAGR of approximately 24%.

• Cash Flow: MCSA’s strong financial performance (particularly cash generation) enabled meaningful dividend payments to PN shareholders which resulted in PN 1 and PN 2 being able to repay its vendor funding in 2014, two years ahead of schedule. As such, PN now realises the full value of its MCSA dividends unencumbered, which has further driven the attractive cash flow profile. To date, PN 1 and PN 2 shareholders have received approximately R6.2 billion in dividends, relative to a total investment of R675 million, which reflects an internal rate of return of approximately 30%.

The black ownership in PN 1 and PN 2 contributes materially to MCSA’s B-BBEE ownership level and has ensured that MCSA has consistently met its B-BBEE requirements in terms of the ICT Sector Codes and its ICASA broadcast licences.

44

2018 Empowerment Transaction

To underpin the Group’s commitment to empowerment, the Group recently agreed to implement a new empowerment transaction at MCSA level. This will be done by issuing new shares in MCSA to PN (effectively increasing its stake from 20% to 25%) for a nominal consideration (the “2018 Empowerment Transaction”). The 2018 Empowerment Transaction will be implemented on the Unbundling Operative Date.

Upon implementation of the 2018 Empowerment Transaction, the PN shareholders’ indirect interest in MCSA will increase from 20% to 25% and result in a 25% increase in PN’s share of dividend inflows.

In terms of the Empowerment Transaction, MCSA will issue an additional 6.7% of the issued share capital in MCSA to PN 1 and PN 2 in proportion to their existing shareholdings in MCSA. The 2018 Empowerment Transaction will have the following effect on the shareholding in the ordinary share capital of MCSA.

Prior to the 2018 Transaction Following the 2018 Transaction

The Company 80.0% 75.0%PN (Total) 20.0% 25.0%PN 1 13.3% 16.7%PN 2 6.7% 8.3%

Flip-up and Free Trading

Following the implementation of the 2018 Empowerment Transaction, it is the intention of the Group to provide further value uplift for the B-BBEE shareholders in MCSA, by way of the Company making an offer to PN shareholders to exchange a portion of their indirect stake in MCSA (prior to the 2018 Empowerment Transaction) for a stake in the Company (the “Flip-up”). The offer is expected to be open for acceptance by PN shareholders at their discretion (i.e. they will not be forced to participate in the Flip-up). If the PN shareholders do participate, then the Shares in the Company received by such PN shareholders will be freely tradeable, thereby unlocking incremental value for PN shareholders.

Assuming 100% take-up, the Flip-up will result in a reduction in PN’s stake in MCSA, returning to the initial 20% level (prior to the 2018 Empowerment Transaction), and will also result in PN shareholders holding a stake directly in the Company. The size of the PN stake at Group level is subject to the finalisation of the equity exchange ratio from MCSA to the Company.

MCSA Prior to the Flip-up Following the Flip-up

The Company 75% 80%PN 1 and PN 2 25% 20%

PN 1 and PN 2 Prior to the Flip-up Following the Flip-up

The Company 0% 20%PN Shareholders 100% 80%

The Group is conscious of the liquidity discount that is associated with the PN shares (which arises as a result of its smaller, B-BBEE-only investor base). The Flip-up will provide PN shareholders who accept the offer with a mechanism for conversion of existing PN shares into the Company’s ordinary shares, which would not carry any B-BBEE-only trading limitations; as such, it is expected that this will remove the liquidity discount.

The existing PN structure and trading platform is not expected to change. After the Flip-up, the only practical difference for a PN 1 or PN 2 shareholder will be that they will now hold a stake in the Company in addition to their current stake in PN 1 or PN 2.

Commitment to Transformation

In addition to ensuring meaningful and sustained black ownership, MCSA has demonstrated its commitment to socio-economic transformation in South Africa through other important facets of empowerment.

Skills Development

MCSA has widened the scope of skills development to include a greater focus on mentorship and skills enhancement through a range of programmes that aim at developing and managing its human resources. As at 31 March 2018, MCSA had invested R58 million in training initiatives, of which the beneficiaries are split approximately 51% female and 49% male. Over R19 million was invested in bursaries which supplemented online learning, learnerships and internships. MCSA endeavours to establish the next generation of leaders through the implementation of these engaging programmes across South Africa.

45

Enterprise and Supplier Development

MCSA considers enterprise and supplier development (particularly in respect of companies which are black-woman-owned) to be a key pillar of its commitment to B-BBEE. To this end, the MultiChoice Enterprise Development Trust was established in 2012 as an investment vehicle for local media and production industries and has spent over R3 billion, including:

• providing training to 40 businesses and approving funding for 16 businesses; and

• committing over R130 million in loans, grants and business development expenses to assist over 100 entrepreneurs in acquiring expertise and equipment.

MCSA allocated R8.4 billion to preferential procurement during the year ended 31 March 2018, including R2.4 billion to small and medium enterprises and R1.3 billion to suppliers with black female ownership of at least 30%.

MCSA also received external recognition for its empowerment initiatives, receiving the “Top Empowered: Enterprise and Supplier Award” at the 2016 and 2017 TOPCO Oliver Empowerment Awards.

Management Control

In order to deliver on its strategic priorities, MCSA ensures that its workforce is representative of the demographics of South Africa. As at 31 March 2018, MCSA employed 7 200 people (including independent service providers). Of this staff complement, 88% are black (including 72% black African). Within top-level and senior management, there is 37% black representation (including 22% black African). In addition, 60% of Directors come from previously disadvantaged groups with a black female proportion of 30%.

Socio-economic Development

MCSA’s investment in communities focuses on education, communal development, volunteerism and entrepreneurship. Initiatives are often implemented through collaboration with key execution partners, such as local government and non-governmental organisations. The choice of focal areas in South Africa was largely informed by prevailing social issues and stakeholder concerns. As at 31 March 2018, R60 million was spent on flagship projects and other corporate social investment projects.

In addition to its corporate social investment, MCSA contributes substantially to socio-economic development through its focus on local content. MCSA produces and delivers a compelling range of authentic local content to enrich and empower local communities. In so doing, during the year ended 31 March 2018, MCSA spent over R2.5  billion (2017: R2.1 billion) on local content and over R2.3 billion (2017: R2.0 billion) on local sports.

46

PART IX – DIRECTORS, SENIOR MANAGEMENT AND CORPORATE GOVERNANCE

The following section provides a description of the Directors and Senior Management of the Company. The description of the Major Subsidiaries’ Directors is set out in Annexe 13 to this Pre-listing Statement.

Directors

Details of the Directors are set out below:

Name, age and nationality Address PositionDate of appointment

Patel, Mohamed Imtiaz (54), South African

Dubai Media City, Shatha Tower, 18th Floor, Office 1805-08, Dubai, UAE

Chairperson and executive Director

6 December 2018

Pacak, Stephan Joseph Zbigniew (63), South African

MultiChoice City, 144 Bram Fisher Drive, Randburg, South Africa, 2194

Lead independent non-executive Director

6 December 2018

Mawela, Calvo Phedi (42), South African

MultiChoice City, 144 Bram Fisher Drive, Randburg, South Africa, 2194

CEO 6 December 2018

Jacobs, Timothy Neil (49), South African

MultiChoice City, 144 Bram Fisher Drive, Randburg, South Africa, 2194

CFO 6 December 2018

Eriksson, Donald Gordon (74), South African

MultiChoice City, 144 Bram Fisher Drive, Randburg, South Africa, 2194

Independent non-executive Director

6 December 2018

Moroka, Kgomotso Ditsebe (63), South African

MultiChoice City, 144 Bram Fisher Drive, Randburg, South Africa, 2194

Independent non-executive Director

6 December 2018

Stephens, Louisa (42), South African

MultiChoice City, 144 Bram Fisher Drive, Randburg, South Africa, 2194

Independent non-executive Director

6 December 2018

Letele, Francis Lehlohonolo Napo (68), South African

MultiChoice City, 144 Bram Fisher Drive, Randburg, South Africa, 2194

Non-executive Director 6 December 2018

Masilela, Elias (54), South African

MultiChoice City, 144 Bram Fisher Drive, Randburg, South Africa, 2194

Non-executive Director 6 December 2018

Volkwyn, John James (60), South African

MultiChoice City, 144 Bram Fisher Drive, Randburg, South Africa, 2194

Non-executive Director 6 December 2018

Short biographies of the Directors are set out below:

Chairperson

Patel, Mohamed Imtiaz – HDip (Education)

Imtiaz is the chairperson of the Board and an Executive Director of the Company. He held the position of chief executive officer of Naspers’ Video Entertainment segment and was previously the chief executive officer of MultiChoice South Africa Group, MultiChoice South Africa and of SuperSport International. He was previously the director of Professional Cricket at the United Cricket Board of South Africa. He holds a Higher Diploma in education from the University of the Witwatersrand and has completed the Executive PMD programme offered by the University of Cape Town’s Business School and the senior executive programme at Harvard Business School.

47

Lead independent Director

Pacak, Stephan Joseph Zbigniew – CA(SA)

Steve is the lead independent Director. He is also director of MultiChoice South Africa Holdings and has previously served in various executive positions in the Group. He currently serves as a non-executive director on the Naspers Board and previously served as the financial director of Naspers. He holds a Bachelor of Accounting from the University of Witwatersrand and is a chartered accountant (South Africa).

Executive Directors

Mawela, Calvo Phedi – BSc. Eng (Electrical)

Calvo is the CEO. He was the chief executive officer of MCSA after holding office as the head of Stakeholder and Regulatory Affairs and executive in the Chairman’s office. He previously held positions as an engineer at Sentech and a Broadcasting Spectrum Manager at ICASA. He has also served in a number of Ministerial Advisory Task Teams, including the Digital Migration Working Group, Digital Dzonga and the ICT Policy Review Panel. He holds a Bachelor of Science in electrical engineering from the University of KwaZulu-Natal.

Jacobs, Timothy Neil – BCom, HDipAcc and CA(SA)

Tim is the CFO. He was previously the chief executive officer of MultiChoice Africa Limited and chief financial officer of the Naspers Video Entertainment Segment. He previously held positions as the chief financial officer of Altron Group, chief financial officer of Nampak Limited and chief financial officer of Transaction Capital Limited. He holds a Bachelor of Commerce and a Higher Diploma in Accounting from Rhodes University and is a chartered accountant (South Africa).

Non-executive Directors

Eriksson, Donald Gordon – BCom(Hons) and CA(SA)

Don is an independent non-executive Director. He is chairman of the Audit and Risk Committees of MCSA and serves as independent non-executive director of Naspers and chairs the Audit, Risk and Social and Ethics Committees of the Naspers Group. He also serves as chair of Oakleaf Insurance Company Limited, Renasa Insurance Company and NMSIS Insurance Services. He was previously a partner at PwC and served as executive director of the Commercial Union group of companies and the council of the Institute of Directors of Southern Africa, of which he is an honorary life member. He holds a Bachelor of Commerce with Honours from the University of the Witwatersrand and is a chartered accountant (South Africa).

Moroka, Kgomotso Ditsebe – BProc and LLB

Kgomotso is an independent non-executive Director. She is the founder of New Seasons Investments Holdings. She serves as chairperson of the board of directors of Royal Bafokeng Platinum Limited. She has also served as the chairperson of M-Net’s Phuthuma Trust and Gobodo Forensic and Investigative Accounting. She currently holds non-executive directorships at Standard Bank Group Limited and Netcare Limited. Kgomotso is also a trustee of the Nelson Mandela Children’s Fund and Hospital as well as The Apartheid Museum. She holds a BProc from the University of the North and a Bachelor of Laws from the University of the Witwatersrand and is a senior counsel of the High Court of South Africa.

Stephens, Louisa – BBusSc(Finance), BCom(Hons) (Accounting), CA(SA), CD(SA)

Louisa is an independent non-executive Director. She is the founder of Prime Select Holdings. She currently serves as a Director of African Bank Limited, Royal Bafokeng Platinum Proprietary Limited and the Institute of Directors of South Africa. She previously served as chief investment officer of Circle Capital Ventures and Fund Manager at the uMnotho Fund at the National Empowerment Fund. She holds a Bachelor of Business Science and Bachelor of Accounting from the University of Cape Town and is a chartered accountant (South Africa).

Letele, Francis Lehlohonolo Napo – BSc(Hons) (Electronic Engineering)

Nolo is a non-executive Director. He previously served as the chief executive officer of MultiChoice South Africa, the group chief executive officer of MultiChoice group and executive chair of MCSA. He currently serves on the boards of, among others, MCSA and Naspers. He holds an Honours degree in electronic engineering from the University of Southampton.

Masilela, Elias – BSocSci (Economics and Statistics) and MSc (Economic Policy and Analysis)

Elias is a non-executive Director. He previously served as the chief executive officer of the Public Investment Corporation Limited, the head of policy analysis at Sanlam Limited and the deputy director general at the Department of National Treasury. He is also chairman of Ingagaru Property Investments. Elias is a former board member of the South African Reserve Bank, Government Employee Pension Fund and United Nations Global Compact. He holds a Bachelor of Social Science in economics and statistics from the University of Swaziland and a Masters in economic policy and analysis from Addis Ababa University.

48

Volkwyn, John James – BCom(Hons) and CA(SA)

John is a non-executive Director. He has been a director of MCSA since March 2007. He previously served as chief executive officer of the Naspers Group’s global Video Entertainment platforms. He holds a Bachelor of Commerce (Honours) from the University of Cape Town and is a chartered accountant (South Africa).

Senior Management

Details of the Senior Management of the Company and its Major Subsidiaries are set out below:

Name, age and nationality Business addressOccupation/function

Date of appointment by Group

Patel, Mohamed Imtiaz (54), South African

Dubai Media CityShatha Tower18th Floor, Office 1805-08DubaiUAE

Chairperson and Executive Director

8 November 1999

Mawela, Calvo Phedi (42), South African

MultiChoice City, 144 Bram Fisher Drive, Randburg, South Africa, 2194

CEO 1 February 2007

Jacobs, Timothy Neil (49), South African

MultiChoice City, 144 Bram Fisher Drive, Randburg,South Africa, 2194

CFO 1 November 2018

De Villiers, Brand (50), South African

Dubai Media CityShatha Tower18th Floor, Office 1805-08, Dubai, UAE

COO 1 November 2018

Ekdahl, Niclas (48), Swedish

MultiChoice Explora Square, 251 Oak Avenue, Ferndale, 2194

Chief executive officer –Connected Video

10 November 2018

Foot, Brandon (57), South African

MultiChoice City, 144 Bram Fisher Drive, Randburg, South Africa, 2194

Group general counsel 1 October 2007

Heshu, Jabavu (34), South African

MultiChoice City, 144 Bram Fisher Drive, Randburg, South Africa, 2194

Corporate Affairs –MultiChoice Group

1 October 2018

Krudop, Max (38), Netherlands

MultiChoice City, 144 Bram Fisher Drive, Randburg, South Africa, 2194

Chief strategy officer –MultiChoice Group

1 January 2018

Lowther, Douglas (53), Canadian

Taurus Avenue 105 2132 LS Hoofddorp, The Netherlands

Chief executive officer – Irdeto

31 March 2015

Masamba, Roy (51), Zimbabwean

MultiChoice City, 144 Bram Fisher Drive, Randburg, South Africa, 2194

Chief people officer –MultiChoice Group

1 December 2017

Van Eeden, Gerdus (51), South African

MultiChoice City, 144 Bram Fisher Drive, Randburg, South Africa, 2194

Chief technology officer – MultiChoice Group

1 December 1995

No activities are performed by the Senior Management outside of the Company and its Major Subsidiaries that are significant to the Group.

Short biographies of the members of Senior Management of the Company and its Major Subsidiaries are set out below:

Patel, Mohamed Imtiaz – HDip (Education)

Refer to “Chairperson” above.

Mawela, Calvo Phedi – BSc. Eng (Electrical)

Refer to “Executive Directors” above.

Jacobs, Timothy – BCom, HDipAcc and CA(SA)

Refer to “Executive Directors” above.

49

De Villiers, Brand – BCom(Hons) and CA(SA)

Brand is the COO of the Group. He previously served as Strategy and New Business director of MultiChoice Africa. He also served as chief executive officer of the Premier Soccer League and the Marc Group. He holds a Bachelor of Commerce with Honours from the University of the Free State and is a chartered accountant (South Africa).

Ekdahl, Niclas – BSc

Niclas is the chief executive officer of the Connected Video segment of the Group. He previously served as the managing director for Nuvu, within the Ericsson group in Stockholm and Johannesburg and was an executive of Viasat Broadcasting in London where he held the position of chief executive officer of Viaplay, the leading OTT service across the Nordic region. He holds a Bachelor of Science specialising in business administration and management from the University of Stockholm.

Foot, Brandon – BLC and LLB

Brandon is the general counsel of the Group. He was previously legal counsel, head of acquisitions and legal, acting chief executive officer and chief operating officer of SuperSport. He previously practised as an attorney and served as president of the Northerns Cricket Union, chairman of the Titans cricket franchise and director and chairman of the legal committee of Cricket South Africa. He holds a Bachelor of Civil Law, Bachelor of Laws and a diploma in sports law from the University of Pretoria.

Heshu, Jabavu – BPolSci and BA(Hons)

Joe is the executive head of corporate affairs of the Group. He was previously head of corporate affairs at British American Tobacco, public policy manager for Africa at Uber, public affairs and corporate social responsibility head for sub-Saharan Africa at Pernod Ricard and a political risk analyst at Pasco Risk Management. He holds a Bachelor of Political Science in International Relations and Political Science and Bachelor of Arts Honours in International Relations from the University of Pretoria.

Krudop, Max – MsC and MBA

Max is the chief strategy officer for the Group. Max previously worked at Naspers as the strategy director. Before joining Naspers, Max was part of the management team for Bain and Co in Amsterdam, where he advised clients in the consumer goods, media and telecommunications, and private equity sectors across Europe. He holds a Master of Science degree in Bioprocess Technology from Wageningen University and a Master of Business Administration from INSEAD.

Lowther, Douglas – BSc and MBA

Doug is the chief executive officer of Irdeto. He was previously the executive vice-president of Irdeto and the vice-president of Marketing. He also served as chief executive officer of International Datacasting, vice-president and general manager of Wireless Applications of Nortel Networks and vice-president of strategic marketing at Nortel Networks. He holds a Bachelor of Science in Computer Science from the University of Manitoba and a Master of Business Administration from IMD International.

Masamba, Roy – BSc(Hons) and MBA

Roy is the chief people officer of the Group. He previously held a variety of human resources leadership roles in Zimbabwe, Kenya, Angola, Nigeria, Bahrain, UK and The Netherlands. He holds a Bachelor of Science with Honours in electrical engineering from the University of Zimbabwe and a Master of Business Administration from Cranfield University.

Van Eeden, Gerdus – BEng(Hons)

Gerdus is the chief technology officer of the Group. He was previously the vice-president of solutions and customer service at Irdeto and the chief technology officer of MultiChoice. He holds a Bachelor of Engineering specialising in electronic engineering with Honours in industrial engineering from the University of Pretoria and completed the Senior Executive Programme of the Harvard Business School. He is a registered professional engineer.

Directors’ declarations

There are no family relationships between any Directors, between any members of Senior Management of the Company, or between any Directors and members of Senior Management of the Company.

None of the Directors, Senior Managers or the Directors of the Major Subsidiaries:

• has been declared bankrupt, insolvent or sequestrated or at any time been a party to a scheme of arrangement or made any other form of compromise with their creditors in any jurisdiction;

• has ever been involved in any business rescue plans and/or resolution proposed by any entity to commence business rescue proceedings, application having been made for any entity to begin business rescue proceedings, notices having been delivered in terms of section 129(7) of the Companies Act, receiverships, compulsory liquidations,

50

administrations, company voluntary arrangements or any composition or arrangement with creditors generally or any class of creditors of any company where such person is or was a Director, with an executive function within such company at the time of, or within the 12 months preceding, such events;

• has entered into creditors’ voluntary liquidations of any company where such person is or was a Director, with an executive function within such company at the time of, or within the 12 months preceding, such events;

• has entered into or has been involved in any compulsory liquidation, administration or voluntary arrangements of any partnership where such person is or was a partner at the time of, or within the 12 months preceding, such events;

• has had receivership of any of the assets of such person or of a partnership of which he or she is or was a partner at the time of, or within 12 months preceding, such events;

• has been the subject of public criticism by any statutory or regulatory authorities, including recognised professional bodies, or been disqualified by a court from acting as a Director of a company or from acting in the management or conduct of the affairs of any company;

• has ever been convicted of or committed any offence involving dishonesty, fraud, theft, forgery, perjury, misrepresentation or embezzlement;

• has ever been found guilty in disciplinary proceedings, by an employer or regulatory body, due to dishonest activities committed by such person;

• has ever been removed from an office of trust on the grounds of misconduct and involving dishonesty;

• has ever been barred from entry into any profession or occupation;

• has ever been convicted in any jurisdiction of any criminal offence or an offence under legislation relating to the Companies Act, and no company of which he or she was a Director, alternate Director or officer at the time of the offence has been convicted in any jurisdiction of any criminal offence, or an offence under legislation relating to the Companies Act; or

• is or has been subject to any court order declaring him or her delinquent or placing him or her under probation under section 162 of the Companies Act and/or section 47 of the South African Close Corporations Act, 69  of  1984 (as amended) or disqualifying him or her to act as a Director under section 219 of the South African Companies Act, 61 of 1973 (as amended) (which has, for the most been repealed) or section 69 of the Companies Act.

Appointment, Qualification, Remuneration and Borrowing Powers of Directors

Set out in Annexe 16 to this Pre-listing Statement, are extracts of the relevant provisions of the Company MOI, regarding:

• the qualification, appointment, terms of office and remuneration of Directors;

• the borrowing powers of the Company exercisable by the Directors. The borrowing powers may be varied by an amendment to the Company MOI;

• powers enabling Directors to vote on a proposal, arrangement or contract in which they are materially interested and to vote on the remuneration to themselves or any member of the Board; and

• retirement of Directors by rotation.

Set out in Annexe  16 to this Pre-listing Statement are extracts of the relevant provisions of the memoranda of incorporation of the Major Subsidiaries regarding:

• the qualification, appointment and remuneration of Directors; and

• the borrowing powers exercisable by the Directors of the Major Subsidiaries. The borrowing powers may be varied by amendment to the memoranda of incorporation of the Major Subsidiaries.

Other than the Major Subsidiaries, no other subsidiary has any borrowing powers that are material to the Company.

The Directors’ borrowing powers have not been exceeded since the Company’s incorporation, and there have not been any exchange control or other restrictions on the borrowing powers of the Company or any of its subsidiaries, other than restrictions generally applicable under the Exchange Control Regulations or otherwise in terms of the law.

There are no restrictions on the Company’s borrowing powers and the business of the Company shall be managed by its Board, which may exercise all the powers of the Company. There are no other material limitations on the borrowing powers of the Group.

The memoranda of incorporation of each of the Group’s subsidiaries do not have any provisions which would frustrate the Group’s compliance, or relieve the Company of compliance, with the JSE Listings Requirements.

51

Rem

un

era

tion

of

Dir

ecto

rs

Set

ou

t be

low

is

a br

eak

dow

n o

f th

e fe

es a

nd

rem

un

erat

ion

pai

d o

r ac

cru

ed a

s p

ayab

le b

y t

he

Gro

up

to

the

Dir

ecto

rs d

uri

ng

th

e fi

nan

cial

yea

r en

ded

31

 Mar

ch 2

01

8:

Na

me

Dir

ecto

rs’

fees

for

the

Com

pa

ny

Dir

ecto

rs’

fees

for

oth

erG

rou

pco

mp

an

ies

Ma

na

ge-

men

t,co

n-

sult

ing

,te

chn

ica

lor

oth

er f

ees

for

the

Com

pa

ny

1

Ma

na

ge-

men

t,co

n-

sult

ing

,te

chn

ica

lfe

es f

orot

her

Gro

up

com

pa

nie

s1B

asi

csa

lary

Con

tri-

bu

tion

sto

pen

sion

sch

emes

Med

ica

la

id c

ontr

i-b

uti

ons

Oth

erm

ate

ria

lb

enef

its

Bon

use

sa

nd

per

for-

ma

nce

-rel

ate

dp

ay

men

ts(s

hor

ta

nd

lon

g-t

erm

ben

efit

s)2

Com

mis

-si

on,

ga

in

or p

rofi

t-sh

ari

ng

arr

an

ge-

men

ts

Su

ms

pa

idb

y w

ay

of

exp

ense

all

owa

nce

Tot

al

Pat

el,

Moh

amm

ed

Imti

az3

––

––

7 9

77

95

05

01

46

91

65

06

94

64

7 4

55

6 4

32

74

4–

–1

9 7

24

68

7P

acak

, S

tep

han

Jo

sep

h

Zbi

gn

iew

45

6 0

30

–2

14

98

6–

––

––

––

–6

71

01

6M

awel

a, C

alvo

P

hed

i–

––

–4

19

9 4

94

35

1 5

85

11

2 9

67

1 9

11

73

73

21

9 7

54

––

9 7

95

53

7Ja

cobs

, T

imot

hy

N

eil

––

––

––

––

––

––

Eri

kss

on,

Don

ald

Gor

don

68

6 0

30

–6

68

00

9–

––

––

––

–1

35

4 0

39

Mor

oka,

K

gom

otso

D

itse

be4

55

00

03

55

85

02

3 0

00

––

––

––

––

83

3 8

50

Ste

ph

ens,

L

ouis

a–

––

––

––

––

––

–L

etel

e, F

ran

cis

Leh

loh

onol

o N

apo

––

–4

32

5 0

52

––

–4

95

7 8

91

––

9 2

82

94

3M

asil

ela,

Eli

as4

55

00

0–

34

0 0

00

––

––

––

––

79

5 0

00

Vol

kw

yn

, Jo

hn

Ja

mes

––

1 5

61

84

5–

––

–1

29

73

0–

––

1 6

91

57

5

Not

es:

1

Fee

s in

clu

de

fees

for

att

end

ance

of

the

aud

it c

omm

itte

e, r

isk

com

mit

tee,

hu

man

res

ourc

es a

nd

rem

un

erat

ion

com

mit

tee,

th

e n

omin

atio

ns

com

mit

tee

and

th

e so

cial

an

d e

thic

s co

mm

itte

e m

eeti

ng

s of

th

e G

rou

p.

2

Bon

us

pai

d i

n t

he

yea

r ba

sed

on

per

form

ance

fro

m p

rior

yea

r.3

Con

vert

ed f

rom

US

D w

ith

an

US

D/R

ex

chan

ge

rate

of

14

.15

38

as

at t

he

Las

t P

ract

icab

le D

ate.

52

Set

ou

t be

low

is

a br

eak

dow

n o

f th

e fe

es a

nd

rem

un

erat

ion

ex

pec

ted

to

be p

aid

by

th

e G

rou

p t

o th

e D

irec

tors

du

rin

g t

he

fin

anci

al y

ear

end

ing

31

 Mar

ch 2

01

9:

Na

me

Dir

ecto

rs’

fees

for

the

Com

pa

ny

Dir

ecto

rs’

fees

for

oth

erG

rou

pco

mp

an

ies

Ma

na

ge-

men

t,co

n-

sult

ing

,te

chn

ica

lor

oth

er f

ees

for

the

Com

pa

ny

1

Ma

na

ge-

men

t,co

n-

sult

ing

,te

chn

ica

lfe

es f

orot

her

Gro

up

com

pa

nie

s1B

asi

csa

lary

Con

tri-

bu

tion

sto

pen

sion

sch

emes

Med

ica

la

id c

ontr

i-b

uti

ons

Oth

erm

ate

ria

lb

enef

its

Bon

use

sa

nd

per

for-

ma

nce

-rel

ate

dp

ay

men

ts(s

hor

ta

nd

lon

g-t

erm

ben

efit

s)2

Com

mis

-si

on,

ga

in

or p

rofi

t-sh

ari

ng

arr

an

ge-

men

ts

Su

ms

pa

idb

y w

ay

of

exp

ense

all

owa

nce

Tot

al

Pat

el,

Moh

amm

ed

Imti

az 3

48

2 5

00

–1

18

6 5

35

–7

62

2 6

71

57

1 7

00

12

9 3

27

4 5

36

06

67

62

2 6

71

––

22

15

1 4

70

Pac

ak, S

tep

han

Jo

sep

h

Zbi

gn

iew

78

2 5

00

–4

60

47

5–

––

––

––

–1

24

2 9

75

Maw

ela,

Cal

vo

Ph

edi

––

–9

1 2

50

3 8

42

60

95

31

44

48

3 8

56

42

09

13

15

0 0

00

––

7 7

41

25

0Ja

cobs

, T

imot

hy

N

eil

41

20

62

5–

91

25

0–

1 9

26

76

02

70

64

64

7 7

40

46

52

15

41

4 1

67

––

7 9

17

70

9E

rik

sson

, D

onal

d G

ord

on7

82

50

02

44

69

37

59

55

0–

––

––

––

–1

78

6 7

42

Mor

oka,

K

gom

otso

D

itse

be7

82

50

01

29

85

04

40

95

04

7 7

53

––

––

––

–1

40

1 0

53

Ste

ph

ens,

L

ouis

a5

41

25

0–

19

2 5

00

––

––

––

––

73

3 7

50

Let

ele,

Fra

nci

s L

ehlo

hon

olo

Nap

o4

82

50

0–

53

75

0–

4 5

56

65

2–

––

3 3

95

39

2–

–8

48

8 2

94

Mas

ilel

a, E

lias

48

2 3

00

–2

88

30

0–

––

––

––

–7

70

80

0V

olk

wy

n, Jo

hn

Ja

mes

66

1 8

75

–2

33

5 3

77

––

––

––

–3

05

9 1

27

Not

es:

1

Fee

s in

clu

de

fees

for

att

end

ance

of

the

aud

it c

omm

itte

e, r

isk

com

mit

tee,

hu

man

res

ourc

es a

nd

rem

un

erat

ion

com

mit

tee,

th

e n

omin

atio

ns

com

mit

tee

and

th

e so

cial

an

d e

thic

s co

mm

itte

e m

eeti

ng

s of

th

e G

rou

p.

2

Bon

us

pai

d i

n t

he

yea

r ba

sed

on

per

form

ance

fro

m p

rior

yea

r.3

Con

vert

ed f

rom

US

D w

ith

an

US

D/R

ex

chan

ge

rate

of

14

.15

38

as

at t

he

Las

t P

ract

icab

le D

ate.

4

Pro

rat

a fo

r fi

ve m

onth

s.

53

Save as set out above and other than R58 863.60, which was paid to CoSec Consulting Services Proprietary Limited, the service provider appointed by Naspers to incorporate the Company, no remuneration or benefits were paid, or were proposed to be paid or accrued as payable by the Company to the Directors during the financial year ending 31 March 2018.

As at the Last Practicable Date, no fees payable in lieu of Directors’ fees have accrued or been paid to any third-party during the financial year ending 31 March 2018.

The remuneration payable to the Directors will not be varied as a consequence of the Admission, save in respect of the non-executive Directors who will receive fees as Directors as approved by the Board and Shareholders prior to Admission, which will be approved by Shareholders at each annual general meeting after the Admission, but will be reviewed in line with best practice after the Admission.

In accordance with the JSE Listings Requirements and the King Code, Shareholders will be entitled to vote annually, on a non-binding advisory basis on the Company’s remuneration policy, including the implementation report forming part thereof as envisaged in the King Code.

Save as disclosed under “Remuneration of Directors” above and “Interests of Directors” and “Share schemes” below, none of the Directors has received any remuneration or benefits from (i) any holding company of the Company, (ii) any subsidiary or fellow subsidiary of the Company, (iii) any associate of the Company or of any entity included in (i) or (ii), (iv) a joint venture of the Company or an entity included in (i) to (iii), or (v) entities that provided management or advisory services to the Company or any of the entities included in (i) to (iv). No loans have been made or security furnished by the Company or by any of its subsidiaries to or for the benefit of any Director or Senior Manager or any associate of any Director or Senior Manager of the Company.

Within three years of the date of this Pre-listing Statement, no payments were made to, or have been agreed to be paid to, any Director of the Company or any company in which he/she is beneficially interested, directly or indirectly, or of which he/she is a Director (“Associate Company”) or to any partnership, syndicate or other association of which he/she is a member (“Associate Entity”) either to induce him/her to become, or to qualify him/her as a Director of the Company or otherwise for the services rendered by him/her or by the Associate Company or the Associate Entity in connection with the promotion or formation of the Company.

Share schemes

In relation to the employee incentive schemes which are in place in the Group, the share appreciation rights plan for each of MCSA, MAL and Irdeto will remain unchanged and awards will vest in accordance with the original vesting schedules which can, in general, be settled in relevant business shares, Shares or cash. The rights under the Showmax share appreciation rights scheme will be accelerated giving participants the opportunity to exercise all awards (both vested and unvested). No more awards will be made under any of these share appreciation rights schemes. The Group has also implemented the Company Share Plans in furtherance of the Admission which have been approved by the JSE in terms of Schedule 14 of the JSE Listings Requirements. For further information on the Company Share Plans see Annexe 12 to this Pre-listing Statement.

As the Naspers share option schemes and the Naspers Incentive Trust will be retained within the Naspers Group, employees of the Group will be treated as “good leavers” under these schemes. Under the Naspers share option schemes the effect of this is that all awards to Company employees (both vested and unvested) will be accelerated and such Company employees will be entitled to exercise such awards at the relevant market price within a defined period after the Unbundling Operative Date. Under the Naspers Incentive Trust, the effect of this is that Company employees will receive a pro rata portion of their upcoming vesting tranche of awards and the remaining unvested awards will lapse.

Naspers employees who benefit under the Naspers share option schemes will be given a choice to either (i) receive Shares in addition to their Naspers Shares or (ii) adjust the price which will be paid for their options by the value of the Shares on the Unbundling Operative Date.

Naspers employees who benefit under the Naspers Incentive Trust will be given a choice to either (i) receive Shares in addition to their Naspers Shares or (ii) receive cash rather than the Shares (being the cash equivalent of the number of rights which are being settled multiplied by the value of the Shares on the Unbundling Operative Date).

54

Directors’ interests

As at the Last Practicable Date, the Directors, including Directors who have resigned in the preceding 18 months (and their associates), will hold the following direct and indirect beneficial interests in Naspers Shares:

NameDirect

beneficialIndirect

beneficial Total% of issued

Share capital

SharesJacobs, Timothy Neil 2 731 – 2 731 0.0006%Letele, Francis Lehlohonolo Napo 1 474 – 1 474 0.0003%Mawela, Calvo Phedi – 2 732 2 732 0.0006%Pacak, Stephan Joseph Zbigniew 376 635 309 548 686 183 0.1564%Patel, Mohamed Imtiaz – 12 184 12 184 0.0028%Volkwyn, John James 15 000 3 636 18 636 0.0042%

Total 393 109 328 100 721 209 0.1643%

On the Unbundling Operative Date, it is expected that the Directors, including Directors who have resigned in the preceding 18 months (and their associates), will hold the same or substantially similar direct and indirect beneficial interests in Shares (as a consequence of their holding of Naspers Shares) as set out above for the Last Practicable Date in respect of Naspers Shares.

Directors’ interests in transactions

Except for the disclosed service agreements, the disclosed interests set out under the section titled “Part XVII – Additional Information” in this Pre-listing Statement, the Directors (including the Directors that have resigned during the last 18  months) have no material beneficial interests in transactions that were effected by the Group during the current or immediately preceding financial year or during an earlier financial year where the benefits in respect of the contract effected in the earlier financial year remain in any respect outstanding or unperformed. Other than as envisaged in the Company Share Plans, none of the Directors has been granted any share options or awards or any other right which would have had the same or a similar effect in respect of providing a right to such Director to subscribe for Shares.

None of the Directors has any potential conflict of interest between their duties to the Group and their private interests.

CORPORATE GOVERNANCE

Commitment

The Company is committed to principles of sound governance and application of appropriate business ethics and standards in the conduct of its business and affairs. The Board is committed to the principles of diligence, honesty, integrity, transparency, accountability, responsibility and fairness. The Directors accept full responsibility for the application of these principles to ensure that the principles of good corporate governance are effectively practised throughout the Group. Furthermore, the Board understands and accepts its responsibility to safeguard and represent the interests of the stakeholders of the Company in perpetuating a successful and sustainable business that ensures the achievement of the Group’s strategic objectives.

Approach

The Board is responsible for ensuring that the Group complies with all of its statutory obligations as specified in the Company MOI, the Companies Act, the JSE Listings Requirements and all other regulatory requirements. The Directors endorse the King Code and recognise the need to conduct the affairs of the Group with integrity and in accordance with generally accepted corporate practices. In discharging this responsibility, the intention is to apply the principles of the King Code in both letter and spirit. The Directors recognise that they are ultimately responsible for the financial performance of the Company. The Directors have, to the best of their knowledge, taken steps to ensure compliance with the Companies Act, the JSE Listings Requirements and the application of the principles of the King Code. A full analysis of the steps taken by the Group to apply the principles in the King Code is set out in Annexe 19 to this Pre-listing Statement.

Appointment and Board Diversity Policy

The Company recognises and embraces the benefits of having a diverse Board, and sees increasing diversity at Board level as an essential element in maintaining a competitive advantage. In this regard, the Board has adopted the Appointment and Board Diversity Policy, a copy of which will be made available on the Company’s website at www.multichoice.com.

In terms of the Appointment and Board Diversity Policy, in considering the composition of the Board, cognisance shall be taken of the gender and racial mix in order to represent the demographics of the markets in which it

55

operates and to promote race diversity at the level of the Board. The individual Board members will contribute to the collective blend of knowledge, skills, resources, objectivity and experience of the Board. A diverse Board will include and make good use of differences in the skills, experience, background, academic qualifications, technical expertise, knowledge, nationality, age, race, gender and other distinctions between members of the Board. These differences will be considered in determining the optimum composition of the Board and when possible should be balanced appropriately. All Board appointments are made on merit, in the context of the skills, experience, independence and knowledge which the Board as a whole requires to be effective. The Board will consider whether its size, diversity and demographics make it effective and report to Shareholders in the integrated annual report on how race and gender diversity has been considered and implemented at Board level.

Chairperson, chief executive officer and lead independent Director

The Board is chaired by Imtiaz Patel, an Executive Director. The chairperson is responsible for providing leadership to the Board and overseeing its efficient operation and has been tasked with ensuring effective corporate governance practices. The Board is of the view that appointing an executive chairperson is appropriate for the Company under the circumstances as he has valuable Group, industry and regulatory intellectual capital and know-how to contribute to the future development and progression of the Business.

The lead independent Director, Steve Pacak, acts as lead Director in all matters where there may be an actual or perceived conflict and it would be inappropriate for the chairperson to deal with the matter concerned.

The Board has satisfied itself that Steve acts with independence of mind and judgement and there is no interest, position, association or relationship which is likely to influence unduly or cause bias in decision-making in the best interests of the Company. The Board made this determination as to Steve’s independence having regard to a number of factors including consideration of Steve’s historical relationship with the Naspers Group (and his interest in Naspers) and his directorship of MultiChoice South Africa Proprietary Limited and determined that Steve is best placed to fulfil the role as the lead independent Director especially having regard to his significant experience with governance within the environment the Company will operate in.

The CEO, Calvo Mawela, is responsible for leading the implementation and execution of the approved strategy, policy and operational planning of the Group, as well as ensuring that the day-to-day affairs of the Group are appropriately supervised and controlled.

Board

The size and composition of the Board is determined by the Shareholders, subject to the Company MOI, applicable legislation and regulatory requirements and the King Code. The Board consists of three Executive Directors and seven non-executive Directors, four of whom are independent. In accordance with the Board Charter, the Board composition reflects a majority of non-executive Directors. Pursuant to the abovementioned composition and the policies set out in the Board Charter, no Director has unfettered powers of decision-making.

The Board’s responsibilities include providing the Group with clear strategic direction, ensuring that there is adequate succession planning at senior levels, reviewing operational performance and management, reviewing policies and processes which seek to ensure the integrity of the Group’s risk management and internal controls.

The Board is ultimately responsible for the management of the Group’s business, strategy and key policies. The Board is also responsible for approving the Group’s financial objectives and targets. In addition, it is the Board’s responsibility to ensure compliance with all statutory and regulatory requirements, and in particular, the Companies Act and the JSE Listings Requirements.

The Board determines and approves, from time to time, the levels of authority for the CEO and the various members of senior management and the Audit Committee and the Risk Committee monitor compliance with the levels of authority.

The non-executive Directors bring an independent view to the Board’s decision-making. None of the Directors, other than the Executive Directors, has a fixed term of appointment and one-third of the non-executive Directors are subject, by rotation, to retirement and re-election by Shareholders at least every annual general meeting, in accordance with the Company MOI. Any non-executive Director whose term of office exceeds nine years is subject to a rigorous annual review by the Board, taking into account his or her performance and independence and a statement as to such Director’s independence will be included in the integrated report of the Company. The mandatory retirement age for non-executive Directors will be 75 years, at which time the Director shall vacate office at the end of the financial year in which that Director turns 75 years old, unless the Board, in its discretion, decides otherwise.

Each Director will be identified and selected by the Board, as assisted by the Nominations Committee, the recommendation of which shall be subject to final approval by the Board. Directors shall be appointed and removed in accordance with the applicable provisions of the Company MOI, the Companies Act and any other applicable law or regulatory provision.

The Board will comprise a balance of non-executive and Executive Directors with a majority of non-executive Directors. The Board will further comprise an appropriate mix of knowledge, skills, experience, diversity and independence to provide the necessary breadth and depth of knowledge and experience to meet the Board’s responsibilities and

56

objectives objectively and efficiently, which will annually be assessed by the chairperson of the Board in consultation with the Nominations Committee. The Nominations Committee will follow a transparent and formal process in recommending suitable candidates for the Board’s consideration.

The Board should have a minimum of two Executive Directors, being the CEO and the CFO, in order to ensure that the Board has more than one point of direct interaction with management. The Board will meet as often as required, but at least four times annually. Information relevant to a meeting must be supplied on a timely basis to the Board, ensuring Directors can make informed decisions. The Directors have unrestricted access to information about the Company and its Senior Management and, where appropriate, may seek independent advice on matters within the Board’s mandate, at the Company’s expense.

Directors and members of Board committees must recuse themselves from discussions and decisions in which they have an interest and the processes as set out in the Companies Act regarding conflicts of interest should be followed.

Board committees

As provided for in the Company MOI and the Board Charter, the Board is supported and assisted by the Audit Committee, Nominations Committee, Human Resources and Remuneration Committee, Risk Committee and the Social and Ethics Committee, which have clear mandates and oversight responsibility for various aspects of the Business. The responsibilities delegated to each committee are formally documented in the terms of reference for that committee, which have been approved by the Board and are reviewed at least annually. The current composition of each of the committees is set out below.

Audit Committee

The Audit Committee is chaired by Steve Pacak, an independent non- executive Director, and its other members are Louisa Stephens and Donald Eriksson. All members are independent non-executive Directors of the Company.

This committee meets at least three times a year (and when a special meeting is requested by the external auditors) and is responsible for performing the functions required of it in terms of the JSE Listings Requirements, section 94(7) of the Companies Act and the other functions in terms of its mandate. These functions include (i) nominating for appointment the Group’s auditors and ensuring that such auditors are independent of the Company, (ii) determining the auditors’ fees and terms of engagement, (iii) ensuring that the appointment of the auditors complies with the provisions of the Companies Act and any other relevant legislation, (iv) determining, from time to time, the nature and extent of non-audit services to be provided by the Group’s auditors and to pre-approve any agreement in respect of such services, (v) preparing a report to be included in the annual financial statements of the Company, in compliance with the Companies Act, (vi) receiving and dealing with any concerns and complaints (whether from within or outside the Group, or on its own initiative) relating to accounting practices and internal audits of the Group, the content or auditing of the Group’s financial statements, financial reporting (procedures related thereto) and control and related matters, (vii) making submissions to the Board on any matter concerning the Group’s accounting policies, financial control, records and reporting, and (viii) performing such oversight functions as may be determined by the Board.

Other functions of the Audit Committee include overseeing the external audit process and the scope and performance of internal audit, monitoring the Group’s governance compliance and independently reviewing and monitoring the integrity of the Group’s financial statements and, to the extent delegated by the Board, the management of financial and other risks that affect the integrity of other external reports issued by the Group and the effectiveness of its systems of governance, systems of risk management and internal control, and the effectiveness and objectivity of the internal and external auditors; and overseeing the effectiveness of the Group’s assurance function and services, and ensuring compliance with the statutory duties of the committee as contained in relevant legislation.

Committee members have unrestricted access to information about the Group falling within the committee’s mandate and management of the Group and, where appropriate, may seek the advice of independent professionals on matters within the Audit Committee’s mandate at the expense of the Company.

The Audit Committee will normally invite the chairperson, CEO and CFO to meetings of the Audit Committee and may also invite such other Directors as may be deemed fit. The lead external audit partner, the head of internal audit, the CFO and CEO shall all have direct access to the Audit Committee chairperson.

The Audit Committee reviews the expertise, experience and performance of the CFO annually and reports on whether or not it is satisfied therewith. The Audit Committee confirms this review by reporting to the Shareholders in the annual report of the Group that it has executed this responsibility. The Audit Committee has determined that it is satisfied with the CFO’s current expertise and experience. In addition, the Audit Committee ensures that the Group’s internal audit function is appropriately resourced and equipped to perform in accordance with appropriate professional standards for internal auditors and is responsible for the establishment of appropriate financial reporting procedures, confirmation that such procedures and their financial controls are operating.

57

Nominations Committee

The Nominations Committee is chaired by Kgomotso Moroka, an independent non-executive Director, and its other members are Louisa Stephens, an independent non-executive Director and Jim Volkwyn, a non-executive Director. Imtiaz Patel (chairperson of the Board) attends by invitation. The Nominations Committee meets at least twice a year prior to scheduled meetings of the Board.

This committee is responsible for identifying individuals qualified to be elected as members of the Board and Board committees, recommending such individuals to the Board for appointment in terms of the Company MOI and the Appointment and Board Diversity Policy, as well as to establish procedures to ensure that the selection of individuals for such recommendation is transparent. Furthermore, the Nominations Committee will establish formal and transparent procedures for the appointment of Directors of the Company.

The Nominations Committee will identify successors to the Board chairperson and the CEO, CFO and recommend such successors to the Board.

The Nominations Committee will review regularly, the structure, size and composition of the Board and its committees, and will make recommendations to the Board with regard to any adjustments that are deemed necessary to ensure the required mix of skills, experience, other qualities and diversity to ensure the effectiveness of those bodies in compliance with applicable laws and regulations.

The Nominations Committee is responsible for corporate governance and compliance matters as outlined in the Group governance framework.

Human Resources and Remuneration Committee

The Human Resources and Remuneration Committee is chaired by Kgomotso Ditsebe Moroka, an independent non-executive Director, and its other members are Stephan Joseph Zbigniew Pacak, an independent non-executive Director and John James Volkwyn, a non-executive Director. Mohamed Imtiaz Patel (chairperson of the Board) attends by invitation.

This committee meets at least twice a year prior to scheduled meetings of the Board. The Human Resources and Remuneration Committee’s responsibilities are to (i) independently review and monitor the integrity of the Group’s remuneration policies and implementation thereof; (ii) ensure that the Company remunerates fairly, responsibly and transparently; and (iii) ensure compliance with the statutory duties of the committee as contained in relevant legislation.

In fulfilment of these responsibilities, the Human Resources and Remuneration Committee’s functions include (i) reviewing executive remuneration and benefits, (ii) ensuring the Directors and Senior Management are fairly and responsibly rewarded for their individual contributions to the Group’s overall performance, (iii) reviewing and approving the remuneration for the CEO, CFO, chairperson and the Senior Management, (iv) reviewing and approving the remuneration and annual salary increase of Group’s company secretary, (v) evaluating the Group’s remuneration and benefit competitiveness, (vi) reviewing and approving the overall annual increase pool awarded to the Group employees and monitoring the annual overall salary percentage increases of Senior Management and lower level employees, (vii) approving employment agreements, offers of employment as well as severance agreements for the CEO and the executive leadership team, (viii) reviewing and monitoring the implementation of the Group’s incentive, benefits and/or equity-based remuneration plans, and making recommendations to the Board with respect to new incentive, benefits and/or equity-based remuneration plans, (ix) reviewing the potential risk in respect of the Group’s remuneration and benefit programmes and policies, (x) annually evaluating and monitoring the Group’s remuneration philosophy and practices, and (xi) actively engaging with Shareholders on concerns raised in the event the remuneration policy or implementation report, or both, receive an “against” vote of 25% or more of the voting rights exercised at any Shareholders’ meeting.

The Human Resources and Remuneration Committee shall recommend the remuneration to be paid to Board members who are non-executive Directors of the Company for approval by the Board, and, to the extent required by the Companies Act, approval by the Shareholders.

The Human Resources and Remuneration Committee shall review annually and make recommendations to the Board on the remuneration of non-executive Directors, for approval by the Shareholders, for a period of two years from the date of the general meeting where the remuneration is approved or until such time as the non-executive Directors’ remuneration is amended by way of special resolution of Shareholders, whichever comes first.

Risk Committee

The Risk Committee is chaired by Steve Pacak, an independent non-executive Director. Its other members are Louisa Stephens and Donald Eriksson, independent non-executive Directors, chairperson Imtiaz Patel, CEO, Calvo Mawela and CFO, Tim Jacobs.

This Risk Committee meets at least twice a year prior to scheduled meetings of the Board and is established to independently review management’s recommendations on risk management, particularly in relation to the structure and implementation of the risk strategy, system of governance, risk management framework, the quality and

58

effectiveness of the related internal controls and reporting processes, risk appetite limits and exposures, and the overall risk profile of the Business. The Risk Committee’s functions include (i) monitoring and providing recommendations to the Board on the Group’s risk management systems, including the systems, processes, methodologies and tools of risk governance, risk management annual operating plans for overall risk management, and forensics, (ii) reviewing, approving and recommending risk measurement methodologies to the Board, including methodologies used to identify, assess, measure, monitor and report on risks, including methods used for the calculation of risk exposures, and (iii) monitoring and reviewing the regulatory compliance processes and procedures.

Social and Ethics Committee

The Social and Ethics Committee is chaired by Kgomotso Moroka, an independent non-executive Director, and its other members are independent non-executive Director, Steve Pacak and non-executive Director, Nolo Letele, the CEO, Calvo Mawela and CFO, Tim Jacobs. The chairpersons of the Audit Committee, Risk Committee and Human Resources and Remuneration Committees shall each be a member of the Social and Ethics Committee together with the CFO and CEO. Imtiaz Patel (chairperson of the Board) attends by invitation.

This committee meets at least twice a year prior to scheduled meetings of the Board.

The primary purpose of the Social and Ethics Committee is to oversee the Group’s activities in sustainable social and economic development which, among others, include public safety, HIV/Aids, environmental management, corporate social investment, consumer relationships, labour and employment, the promotion of equality and ethics management.

This committee is responsible for ensuring and monitoring compliance with all applicable laws (including the Companies Act), as well as relevant codes and standards relating to B-BBEE, employment equity, environmental management, health and safety, HIV/Aids, corporate social responsibility, consumer relationships and human resources. Its responsibilities further include (i) reviewing the strategies and policies of the Group designed to achieve responsible corporate citizenship at least every second year, (ii) reviewing and approving the Group code of ethics and the Group’s stakeholder management plan and policy, and (iii) reporting to Shareholders as required in terms of the Companies Act.

Conflicts of interest

In dealing with conflicts of interest, legislation will apply in the first instance. Members of the Board will comply with the Group’s Conflicts of Interest Policy, which must be approved by the Board. Directors are obliged to disclose in a timely manner all direct or indirect conflicting and personal financial interests that are held by them and their related and inter-related persons as contemplated in section 2 and section 75 of the Companies Act. Full disclosures should be made in writing and be submitted to the Group’s company secretary who will submit it to the Board at the first subsequent Board meeting thereafter. Enduring material conflicts of interest are regarded by the Board as incompatible with the fiduciary duties of Directors.

Any possible conflict of interest shall at all times be declared (in the manner prescribed by law, if applicable, and in the Company MOI as soon as a Director becomes aware of the conflict (and in any event prior to the consideration of the matter to which the conflict relates, at any Board meeting)) and the Director concerned shall not participate in a discussion or vote on the subject matter and will leave the meeting immediately after making the requisite disclosure. In particular, declarations of conflicts involving Board members are submitted to the Corporate Governance and Nominations Committee for consideration.

Company secretary

Rochelle Gabriels is a suitably qualified, competent and experienced company secretary and is appropriately empowered to fulfil her duties with regard to assistance to the Board. The Nominations Committee is responsible for recommending a suitable candidate for appointment as the company secretary and reviews the competence, qualifications and experience of the company secretary annually and reports on whether or not it is satisfied therewith. The Nominations Committee has determined that it is satisfied with the company secretary’s competence, qualifications, experience, independence and suitability.

The company secretary of the Company is required to provide the Directors, collectively and individually, with guidance as to their duties, responsibilities and powers. The company secretary is also required to ensure that the Directors are aware of all laws and legislation relevant to, or affecting, the Company and to report to the Board any failure on the part of the Company or a Director to comply with the Company MOI, the Group governance framework or other applicable legislation and regulatory requirements. The company secretary acts as an adviser to the Board and plays a pivotal role in ensuring compliance with statutory regulations and the Group governance framework, the induction of new Directors, tabling information on relevant regulatory and legislative changes, and giving guidance to the Directors regarding their duties and responsibilities.

59

The company secretary is not a Director of the Company and, the Board having specifically considered the matter, has an arm’s length relationship with the Board (and this has been the case prior to the Admission), who can also remove the company secretary from office, in accordance with the recommended practice of the King Code. The company secretary assists the Nominations Committee with the appointment, induction and training of Directors, provides guidance to the Boards’ duties and good governance and ensures that Board and Board committee charters are kept up to date. The company secretary prepares and circulates Board papers and assists with obtaining responses, input and feedback for Board and Board committee meetings. Assistance is also provided with regard to the preparation and finalisation of Board and Board committee agendas based on annual work plan requirements. The company secretary assists with the annual evaluations of the Board, Board committees and individual Directors.

The company secretary must certify in the Group’s annual financial statements whether the Group has filed required returns and notices in terms of the Companies Act, and whether all such returns and notices appear to be true, correct and up to date, and ensure that a copy of the Group’s annual financial statements is sent, in accordance with the Companies Act, to every person who is entitled to it.

The company secretary is also required to ensure that there are minutes of all Shareholders’ meetings, and that Directors’ meetings and any committee meetings of the Directors are properly recorded in accordance with sections 24(3)(d) and (e) and section 73 of the Companies Act.

Shareholders communication

In all communications with Shareholders, the Board aims to present a balanced and understandable assessment of the Group’s position. This is done through adhering to principles of openness and substance over form and striving to address material matters of significant interest and concern to all Shareholders. The Company will prepare, and distribute to Shareholders, an annual integrated report, as a primary form of communication with Shareholders, in accordance with applicable law.

The Board will encourage Shareholders’ attendance at general meetings, and, where appropriate, will provide full and understandable explanations of the effects of resolutions to be proposed.

Subject to the applicable law, communication with institutional Shareholders and investment analysts will be maintained through periodic presentations of financial results, one-on-one visits, trading statements and press announcements of interim and year-end results, as well as the proactive dissemination of any information considered relevant to Shareholders.

The Board will use its best endeavours to familiarise itself with issues of concern to its relevant stakeholders and should strive to achieve the appropriate balance between the legitimate interests and expectations of the various relevant stakeholder groupings, in its decision-making in the best interests of the Company.

60

PART X – PRESENTATION OF INFORMATION

In this Pre-listing Statement, certain financial measures that are not recognised by IFRS and which may not be permitted to appear on the face of the primary financial statements or footnotes thereto are presented by the Group. These are not measures of performance under IFRS and should not be considered in isolation or construed as substitutes for operating profit or profit for the year as an indicator of the Group’s operations in accordance with IFRS.

The JSE Limited defines non-IFRS financial information as pro forma financial information. Certain Non-IFRS Measures presented in this Pre-listing Statement constitute pro forma financial information. The Non-IFRS Measures are the responsibility of the Directors and are presented for illustrative purposes. Because of their nature, the Non-IFRS Measures may not fairly present the Group’s financial position, change in equity, results of operations or cash flows. An assurance report has been prepared and issued by the independent reporting accountant on the Non-IFRS Measures as set out in Annexe 9 to this Pre-listing Statement.

For more information, including reconciliations to IFRS measures, please see “Part XI – Managements Discussion and Analysis of Financial Condition and Results of Operation”, the Combined Historical Financial Information, the Independent Reporting Accountant’s Audit Report on the Combined Historical Financial Information, the Independent Reporting Accountant’s Review Report on the Combined Historical Financial Information, the Condensed Combined Interim Financial Information, the Independent Accountant’s Report on the Condensed Combined Interim Financial Information, the Pro Forma Financial Information, the Independent Reporting Accountant’s Report on the Pro Forma Financial Information and the Independent Accountant’s Report on the non-IFRS Financial Measures included in Annexes 1 to 9 of this Pre-listing Statement.

Trading Profit

The Group uses Trading Profit as an internal measure of performance to benchmark and compare performance, both between the Group’s own operations and as against other companies. Trading Profit is calculated by adjusting operating profit for lease interest on capitalised transponder leases, amortisation of intangibles (other than software), one-off gains or losses (including dividends received, profit or loss on sale of assets, early settlement gains and impairment of assets) and the impact of equity-settled share-based compensation. This measure is used by the Group, together with other measures of performance under IFRS, to compare the relative performance of operations in planning, budgeting and reviewing the performance of various businesses. The Group believes Trading Profit is useful and a commonly used measure of financial performance in addition to operating profit, profit for the year and other profitability measures under IFRS because they facilitate operating performance comparisons from period to period and company to company. Different companies and analysts may calculate Trading Profit differently, so making comparisons among companies on this basis should be done very carefully. In addition, the Group excludes the impact of currency fluctuations and mergers and acquisitions to assess key metrics, including Trading Profit, on an organic basis, which the Group considers the real growth of the underlying business segments.

Core headline earnings

The Group is required to calculate and present headline earnings (and the related basic and diluted per share equivalents) in terms of the JSE Listings Requirements. Headline earnings represents an earnings metric that is intended to provide a like-for-like basis on which the earnings of entities can be compared. In addition to headline earnings, the Group also calculates core headline earnings. This is a non-IFRS, Group-defined metric and is presented as additional information to shareholders which the Group considers to be more reflective of its operating performance. Core headline earnings is calculated by adjusting headline earnings for the following items, net of tax and non-controlling interests:

a) amortisation of intangible assets arising from business combinations;

b) accounting adjustments stemming from IFRS 3: Business Combinations;

c) equity-settled share-based payment compensation;

d) unrealised foreign currency gains/losses;

e) certain fair-value adjustments under IFRS; and

f) non-recurring current and deferred taxation impacts.

The Group believes that Trading Profit and core headline earnings provide the most sustainable view of performance of the Group together with other measures included under IFRS.

61

Subscribers and ARPU

Subscriber numbers represent a key measure for evaluating the Group’s performance. Subscriber numbers are a non-IFRS unaudited operating measure of the actual number of paying subscribers, regardless of the type of programming package to which they subscribe. ARPU represents a non-IFRS unaudited operating measure of the average revenue per subscriber (or user) in the business on a monthly basis. The Group calculates ARPU by dividing average monthly subscription fee revenue for the period (total subscription fee revenue during the period divided by the number of months in the period) by the average number of subscribers at the beginning and at the end of the period (the number of subscribers at the beginning of the period plus the number of subscribers at the end of the period, divided by 2). Subscriber numbers and ARPU serve as additional indicators of the Group’s performance and not as replacements for measures such as revenue or any other performance measures derived in accordance with IFRS. The Group believes that subscriber numbers and ARPU are measures commonly used by analysts and investors in the industry and, accordingly, have presented them throughout this Pre-listing Statement to permit a more complete analysis of the Group’s operating performance.

The Group currently reports subscriber numbers based on subscribers currently active at the reporting date. Going forward, the Group intends to report subscriber numbers on a 90-day active basis (being all subscribers who have been active in the previous 90 days). This will have an impact on other operating measures, including ARPU. For further information, please refer to Annexe 10 to this Pre-listing Statement.

62

PART XI – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with, and is qualified in its entirety by reference to, the Combined Historical Financial Information and the Condensed Combined Interim Financial Information and the respective related notes which were prepared in accordance with IFRS and are included in Annexe 1 and Annexe 3 to this Pre-listing Statement respectively, and the Independent Accountant’s Report on the Non-IFRS Financial Measures included in Annexe 9 to this Pre-listing statement. The following discussion may contain forward-looking statements based on assumptions about the Group’s future performance that involve risks and uncertainties. The Group’s earnings in the future may differ substantially from the expectations included in these forward-looking statements. The information contained in the tables below indicates the impact of foreign exchange rates and changes in the composition of the Group (including mergers and acquisitions) on its results and is presented for illustrative purposes only. Please see “Part IV – Risk Factors”, the disclaimer “Forward-looking Statements” and “Part X – Presentation of Information”.

Overview of the Group

The Group is the leading Pan-African video entertainment platform, offering DTH and DTT as well as online services, in 50 countries across Africa. As at 31 March 2018, the Group serviced 13.5 million subscribers, generated more than R47 billion in revenue with a Trading Profit of over R6 billion and core headline earnings of over R1 billion. Having invested and established operational and technology infrastructure across the continent for both linear and online services coupled with its quality and diverse content, the Group believes that it is prepared to maintain this leading position as video entertainment grows and evolves in Africa. Building on the focus on the customer and further investment in its online platforms are expected to provide further growth opportunities in the Rest of Africa and Connected Video on the back of healthy cash flows in South Africa.

As the market for video entertainment develops in Africa, the Group has sought to expand its subscriber base by acquiring quality content, including sport and local content, for significant periods of time. This includes the rights to broadcast live sporting events (through the Group’s SuperSport Channels) such as the English Premier League, Premier Soccer League in South Africa, UEFA Champions League, and international rugby and cricket, as well as (through the Group’s General Entertainment Channels) movies and series with major US and European studios. The Group also continues to focus on the development of its own original local content through its wholly owned subsidiary, M-Net, in key markets across the continent. During the year ended 31 March 2018, the Group invested R2.8 billion in local general entertainment content (in addition to R1.3 billion on local sport) and improved the ratio of spend on local content to total general entertainment content from 34% to 38%.

The value strategy, in which cost control is a key component, in the Rest of Africa is key as the Group looks to return its loss-making Rest of Africa operations to profitability. The key pillars of this strategy focus on the review of pricing to make content affordable to more consumers, accelerating subscriber acquisition through competitive set-top box offers, investing in a world-class retention capability and on customer service and delivery across the value chain. This strategy has shown positive results to date, stimulating subscriber growth while losses are now stabilised, positioning the business to return to profitability in the medium term.

Connected Video is the Group’s SVOD division that provides all online services through its Showmax and DStv Now brands. Showmax, launched in August 2015, offers a wide selection of movies and television series from leading Hollywood, as well as local African, studios. Showmax is fully localised in South Africa, Nigeria and Kenya and is positioned to expand further when the market opportunity presents itself. DStv Now provides subscribers an offline-to-online experience on any streaming device and includes the majority of content available on the linear service.

Through its subsidiary, Irdeto, the Group also provides content protection solutions, gaming security, connected transport security technology and software security to content owners, platform operators, device manufacturers and other providers of digital content. These products and services are used to secure and enable the delivery of valuable content and access to systems in the Group.

Foreign exchange

For the purposes of Management’s Discussion and Analysis (“MD&A”), the impact of foreign exchange translation (less the associated impact on local cost conversion) is separately disclosed.

The currency impact information (“Currency Impact”) has been presented to illustrate the impact of the changes in foreign currency rates on the Group’s results. In determining the change in constant currency terms, the financial reporting year’s/period’s results have been adjusted to the prior year’s/period’s average exchange rates determined as the average of the monthly exchange rates of the foreign operations. A summary of the key foreign exchange rates is presented in the foreign exchange table below.

63

The Group’s revenues are denominated in Rand, various local African currencies in the Rest of Africa (most significantly the Nigerian Naira, Kenyan Shilling, Zambian Kwacha, Angolan Kwanza and the Mozambican Metical) and in USD in Irdeto and the Rest of Africa (where 12% of revenues are billed in USD).

Foreign exchange risk primarily exists on revenues earned in the Rest of Africa when translated into Rand, as detailed in the table below:

31 March

Local Currency(1 FC) to Rand (R)

2016Average1 FC = R

2016(Devalu-

ation)/Strengthen-

ing

2017Average1 FC = R

2017(Devalu-

ation)/Strengthen-

ing

2018Average1 FC = R

2017 vs2016

Average%

2018 vs2017

Average%

Nigeria NGN 0.069 (0.020) 0.049 (0.013) 0. 036 (30) (26)Kenya KES 0.136 0.002 0.137 (0.012) 0. 125 1 (9)Zambia ZMK 1.414 0.007 1.421 (0.074) 1. 347 1 (5)Angola AOA 0.104 (0.019) 0.084 (0.012) 0. 072 (18) (15)Mozambique MZM 0.319 (0.116) 0.204 0.007 0. 210 (36) 3

Additionally, a significant proportion of the Group’s operating costs, 35% (R14.5 billion) in FY2018 and 37% (R15.8 billion) in FY2017, are denominated in USD. These costs are primarily:

• programming and film rights acquired from international studios and sports rights holders;

• satellite transponder leases; and

• STB purchases.

As these costs are largely hedged on a rolling basis, the impact of these cost fluctuations is included in the financial analysis below.

As at 31 March 2018, the Group’s commitments in respect of contracted programming and rights (sport and general entertainment) amounted to R33.5 billion (2017: R26.7 billion, 2016: R33.2 billion), of which R22.7 billion related to commitments payable in USD for periods of up to six years.

The Group has well established frameworks and policies in place to manage foreign currency risk exposure. In South Africa, foreign costs are hedged primarily by the purchase of forward rate agreements for periods of up to 36 months and in the Rest of Africa local revenues are hedged through 12-month non-deliverable forward rate agreements where commercially viable (Nigeria, Zambia and Kenya are major countries where hedging is in place). An intergroup hedging programme between South Africa and the Rest of Africa is also in place providing certainty in the intergroup cash flows for financial planning purposes (the impact of these hedges eliminates at a Group level). All USD-denominated forward rate agreements and similar financial instruments entered into by the Group are in respect of firm commitments which exceed the value of such financial instruments. Although these financial instruments can mitigate the effect of short-term fluctuations in exchange rates, there can be no complete hedge against long-term currency fluctuations.

Acquisitions and disposals of subsidiaries and businesses

Adjustments for changes in the composition of the Group relate to acquisitions and disposals of subsidiaries and equity-accounted investments, as well as to changes in the group’s shareholding in its equity-accounted investments (“M&A related”).

The impact of the below acquisitions and disposals are shown separately for the purposes of this MD&A:

• In December 2017, Irdeto acquired 100% of the share capital of Denuvo GmbH, an application protection and anti-piracy technology platform, for R185 million (USD15 million).

• In June 2017, the assets and liabilities of Huntley Media Services Proprietary Limited (formerly MWEB Connect Proprietary Limited), a wholly owned subsidiary of MCSA, which was classified as held for sale as at 31 March 2017, was sold for R141 million.

• In April 2016, Smart Village Proprietary Limited acquired an additional 50% equity interest in Heritage Hill Proprietary Limited for R2 million.

• In November 2016, MCSA disposed of its 100% investment in Smart Village Proprietary Limited, which was held for sale prior to its disposal, for R220 million.

64

Segmental overview of the three financial years ended 31 March 2018 (FY2018), 31 March 2017 (FY2017) and 31 March 2016 (FY2016)

Segment identification

The Group’s operating segments encompass key geographies and product lines and are segmented in line with management accountability, performance management and allocated resources as follows:

• South Africa – offers digital satellite television, online services and SVOD services to subscribers in South Africa.

• Rest of Africa – offers digital satellite, online services and DTT services to subscribers across Africa.

• Technology – provides digital content management and protection systems to Group companies and customers globally to protect, manage and monetise digital media on multiple platforms.

During FY2018, 69% of the Group’s external revenues were derived from South Africa, 28% from the Rest of Africa and 3% from Technology, primarily generated in Europe. Reference to revenue in the discussion below refers to external revenue and does not include any inter-segmental revenues which are eliminated for consolidation purposes. As discussed in “Part X – Presentation of information” of this Pre-listing Statement, the Board considers Trading Profit as the key measure in assessing the Group’s financial performance and it is therefore analysed below.

Rest of Africa and the value strategy

During FY2017, the Group generated positive Trading Profit of R5.3 billion down from R9.1 billion in FY2016. This decrease in Trading Profit in FY2017 was the direct result of a weaker performance from the Rest of Africa. The depreciation in the currencies of many countries coupled with weak economic conditions (e.g. crippling electricity shortages in a number of countries, high fuel prices and high levels of inflation) in FY2016 meant that many of the Group’s customers were unable to absorb the price increases on our products, in particular at the higher end, and stopped their subscriptions.

This triggered a review of the strategy for Rest of Africa and the value strategy was adopted. The value strategy, as its name implies, has at its core a strong focus on delivering value to customers of the Group and improving the customer experience in their interaction with the Group. This is achieved by providing content that is valued by the Group’s customers at the right price. It also included removing the barriers to accessing the Group’s products by offering decoders at more affordable price points and an improved distribution footprint. To help fund the reduced revenue and increased customer acquisition costs, contracts for content that did not resonate with customers were terminated and selling, general and administrative expenses (“SG&A”) were reduced. The full impact of the loss of the subscribers described above was realised in FY2017, which together with the impact of increased cost of sports rights renewed, and the upfront costs of the value strategy (price decreases and increased subscriber acquisition costs) reduced profitability by R3.1 billion on an organic basis. Subsequent to FY2017, the scale effects of strong subscriber growth are becoming increasingly evident and the segment is now firmly on a recovery path.

The results that follow are commented on with the above as an underlying theme in the commentary.

65

Key

per

form

an

ce i

nd

ica

tors

Th

e ta

ble

belo

w s

ets

out

the

subs

crib

er n

um

bers

an

d A

RP

U d

uri

ng

th

e th

ree-

yea

r p

erio

d e

nd

ed 3

1 M

arch

 20

18

:

31

Ma

rch

20

16

rep

orte

d

20

17

curr

ency

imp

act

20

17

org

an

icg

row

th2

01

7re

por

ted

20

18

curr

ency

imp

act

20

18

org

an

icg

row

th2

01

8re

por

ted

20

17

vs

20

16

rep

orte

d %

20

17

vs

20

16

org

an

icg

row

th %

20

18

vs

20

17

rep

orte

d %

20

18

vs

20

17

org

an

icg

row

th %

Su

bsc

rib

ers

(’0

00

)1

0 4

11

1 5

31

11

94

21

53

41

3 4

76

15

15

13

13

Sou

th A

fric

a5

73

26

26

6 3

58

56

36

92

11

11

19

9R

est

of A

fric

a4

67

99

05

5 5

84

97

16

55

51

91

91

71

7

AR

PU

* (R

) B

len

ded

30

1(1

5)

(6)

28

0(1

4)

(14

)2

52

(7)

(2)

(10

)(5

)

Sou

th A

fric

a3

39

–7

34

6–

(11

)3

35

22

(3)

(3)

Res

t of

Afr

ica

25

7(3

3)

(22

)2

02

(30

)(1

2)

16

0(2

2)

(9)

(21

)(6

)

* S

ubs

crip

tion

fee

s re

ven

ue

excl

ud

es r

even

ue

from

Sm

art

Vil

lag

e an

d H

un

tley

Med

ia S

ervi

ces.

In t

he

thre

e y

ears

en

ded

31

 Mar

ch 2

01

8,

as a

res

ult

of

con

tin

ued

gro

wth

in

Sou

th A

fric

a an

d t

he

succ

ess

of t

he

valu

e st

rate

gy

in

th

e R

est

of A

fric

a, t

he

Gro

up

in

crea

sed

its

su

bscr

iber

bas

e fr

om 1

0.4

 mil

lion

in

FY

20

16

to

13

.5 m

illi

on i

n F

Y2

01

8 (

rep

rese

nti

ng

a C

AG

R o

f 1

4%

).

Th

e va

lue

stra

teg

y i

mp

lem

ente

d i

n t

he

Res

t of

Afr

ica

tow

ard

s th

e en

d o

f F

Y2

01

6 h

as s

ucc

eed

ed i

n b

uil

din

g s

cale

in

th

e m

idd

le a

nd

mas

s se

gm

ents

. A

 com

bin

atio

n o

f a

chan

gin

g s

ubs

crib

er m

ix w

ith

gre

ater

wei

gh

tin

g t

owar

ds

the

mid

dle

an

d m

ass

mar

ket

, p

assi

ng

on

pri

cin

g b

enef

its

to c

ust

omer

s an

d

exch

ang

e ra

te d

epre

ciat

ion

in

a n

um

ber

of c

oun

trie

s, r

esu

lted

in

AR

PU

for

th

e R

est

of A

fric

a re

du

cin

g b

y R

97

fro

m R

25

7 i

n F

Y2

01

6 t

o R

16

0 i

n F

Y2

01

8.

Of 

the

R9

7 r

edu

ctio

n, R

63

(2

4%

) w

as a

s a

resu

lt o

f cu

rren

cy d

epre

ciat

ion

an

d R

34

(1

3%

) w

as a

s a

resu

lt o

f ei

ther

not

im

ple

men

tin

g p

rice

in

crea

ses

or g

ivin

g

pri

ce d

ecre

ases

in

cer

tain

mar

ket

s as

wel

l as

th

e ef

fect

of

a ch

ang

e in

su

bscr

iber

mix

fro

m h

igh

er t

iers

tow

ard

s th

e m

idd

le a

nd

mas

s m

ark

et.

In S

outh

Afr

ica,

AR

PU

rem

ain

ed f

airl

y s

tabl

e th

rou

gh

out

the

per

iod

as

the

imp

act

of s

ubs

crib

er m

ix m

ovin

g f

rom

hig

h e

nd

tow

ard

s th

e m

idd

le a

nd

mas

s m

ark

et w

as o

ffse

t by

an

nu

al i

nfl

atio

nar

y p

rice

in

crea

ses.

At

a G

rou

p lev

el, b

len

ded

AR

PU

s re

du

ced

by

R4

9 f

rom

R3

01

in

FY

20

16

to

R2

52

in

FY

20

18

, wit

h R

29

(1

0%

) th

e re

sult

of

curr

ency

dep

reci

atio

n a

nd

R2

0 (7

%)

com

ing

fro

m p

rici

ng

an

d s

ubs

crib

er m

ix, bo

th c

omin

g m

ain

ly f

rom

Res

t of

Afr

ica.

66

Gro

up

fin

an

cia

ls i

ncl

ud

ing

seg

men

t a

na

lysi

s

31

Ma

rch

20

16

IFR

SR

’mil

lion

20

17

M&

Are

late

dR

’mil

lion

20

17

Cu

rren

cyIm

pa

ctR

’mil

lion

20

17

Org

an

icG

row

thR

’mil

lion

20

17

IFR

SR

’mil

lion

20

18

M&

Are

late

dR

’mil

lion

20

18

Cu

rren

cyIm

pa

ctR

’mil

lion

20

18

Org

an

icG

row

thR

’mil

lion

20

18

IFR

SR

’mil

lion

20

17

vs

20

16

IFR

S %

20

17

vs

20

16

Org

an

icG

row

th %

20

18

vs

20

17

IFR

S %

20

18

vs

20

17

Org

an

icG

row

th %

20

16

–2

01

8C

AG

RIF

RS %

20

16

–2

01

8C

AG

RO

rga

nic

^ %

Rev

enu

e*4

6 7

97

(28

)(2

46

0)

3 3

99

47

70

8(9

90

)(2

43

1)

3 1

65

47

45

22

7(1

)7

17

Sou

th A

fric

a2

9 1

16

(28

)–

2 7

61

31

84

9(1

00

6)

–1

85

93

2 7

02

99

36

68

Res

t of

A

fric

a1

6 0

05

–(2

43

6)

63

91

4 2

08

–(2

28

8)

1 1

86

13

10

6(1

1)

4(8

)8

(10

)7

Tec

hn

olog

y1

67

6–

(24

)(1

)1

65

11

6(1

43

)1

20

1 6

44

(1)

––

7(1

)3

Tra

din

g

pro

fit

9 1

08

(1)

(1 1

22

)(2

73

4)

5 2

51

(30

)(6

8)

1 1

68

6 3

21

(42

)(3

0)

20

22

n.m

.n

.m.

Sou

th A

fric

a9

14

2(1

)–

66

49

80

5(3

1)

–6

72

10

44

67

77

7n

.m.

n.m

.R

est

of

Afr

ica

(70

4)

–(1

10

7)

(3 0

98

)(4

90

9)

–(1

37

)4

55

(4 5

91

)>(1

00

)>(1

00

)6

9n

.m.

n.m

.Tec

hn

olog

y6

70

–(1

5)

(30

0)

35

51

69

41

46

6(4

7)

(45

)3

11

2n

.m.

n.m

.

Cor

e h

ead

lin

e ea

rnin

gs

3 7

03

59

81

64

1(8

4)

n.m

.>1

00

n.m

.n

.m.

n.m

.

* E

xcl

ud

es i

nte

rgro

up

rev

enu

e.^

Org

anic

CA

GR

is

calc

ula

ted

by

reb

asin

g 2

01

8 r

even

ue

at 2

01

6 F

X r

ates

.n

.m. N

ot m

ean

ing

ful.

67

Despite declining ARPUs primarily in the Rest of Africa, the Group generated positive organic revenue growth of 7% during both FY2018 and FY2017, as the business started benefiting from scale effects of the strong subscriber growth together with inflationary price increases in South Africa during these periods.

During FY2018, the Group generated positive Trading Profit of R6.3  billion, representing organic growth of R1.2 billion (22%). This was driven by the organic growth of revenues described above, bolstered by control over operating expenses.

During FY2017, the Group generated positive Trading Profit of R5.3 billion, however, this decreased from R9.1 billion in FY2016. The decrease in organic Trading Profit in FY2017 was the direct result of the weaker performance of the Rest of Africa. The full impact of the loss of the subscribers described above was realised in FY2017, which together with the impact of increased cost of sports rights renewed, and the upfront costs of the value strategy (price decreases and increased subscriber acquisition costs) reduced profitability by R3.1 billion on an organic basis.

Core headline earnings tracked the performance of organic Trading Profit during the period presented.

South Africa

The increase in revenue in this segment during the period presented was primarily attributed to subscriber growth and annual inflationary price increases. The reduction in the organic revenue growth rate from FY2017 to FY2018 was primarily driven by the decline in ARPU from a shift in subscriber mix that was more weighted towards the mass market.

Despite the decline in organic revenue growth from 9% in FY2017 to 6% in FY2018, organic Trading Profit growth of 7% was achieved in FY2017 and FY2018 on the back of cost efficiencies implemented in the business. Some of the material initiatives driving these efficiencies include the renegotiation of key vendor contracts, moving certain content agreements to non-exclusive, removal of non-performing content and a reduction in SG&A. Cost control remains a key focus area in the South Africa segment.

Rest of Africa

During FY2018, revenues declined by R1.1  billion to R13.1  billion. This was due to currency depreciation of R2.3 billion, mainly in Nigeria, partially offset by a R1.2 billion (8%) organic revenue uplift driven by subscriber growth as a result of the implementation of the value strategy.

Trading losses on an organic basis improved by 9% during FY2018 through a combination of subscriber growth and cost control, especially around the termination of non-driver content from the platform.

During FY2017, revenue declined by R1.8 billion to R14.2 billion. This decline was mainly as a result of currency depreciation.

Declining revenues, together with additional investment in the value strategy and the impact of content rights renewals, contributed to a decrease in Trading Profit during FY2017.

Technology

During FY2018, revenues grew organically by 7% as significant key customer wins resulted in increased market share across various territories.

On the back of this revenue growth and a lower cost base supporting the mature conditional access market, Technology Trading Profit increased organically by 12%, despite a step up in the investment in connected industries.

During FY2017, revenues remained flat on an organic basis as price erosion in the mature conditional access market was mostly offset by growth in other products (predominately keys and credentials and rights).

Trading Profit in FY2017 reduced as a result of increased investment in connected industries and a one-off restructuring cost incurred.

68

Fu

nct

ion

al

over

vie

w o

f th

e th

ree

fin

an

cia

l y

ears

en

ded

31

 Ma

rch

 20

18

(F

Y2

01

8),

31

Ma

rch

20

17

(F

Y2

01

7)

an

d 3

1 M

arc

h 2

01

6 (

FY

20

16

)

Rev

enu

es

Th

e G

rou

p i

s n

ot r

elia

nt

on a

maj

or c

ust

omer

as

the

Gro

up

’s p

rod

uct

s ar

e p

rim

aril

y c

onsu

med

by

res

iden

tial

su

bscr

iber

s in

50

cou

ntr

ies

acro

ss A

fric

a an

d c

orp

orat

e cu

stom

ers

acro

ss E

uro

pe.

Rev

enu

es g

ener

ated

du

rin

g t

he

per

iod

are

set

ou

t in

th

e ta

ble

belo

w b

y m

ajor

cat

egor

y:

31

Ma

rch

20

16

IFR

SR

’mil

lion

20

17

M&

Are

late

dR

’mil

lion

20

17

Cu

rren

cyIm

pa

ctR

’mil

lion

20

17

Org

an

icG

row

thR

’mil

lion

20

17

IFR

SR

’mil

lion

20

18

M&

Are

late

dR

’mil

lion

20

18

Cu

rren

cyIm

pa

ctR

’mil

lion

20

18

Org

an

icG

row

thR

’mil

lion

20

18

IFR

SR

’mil

lion

20

17

vs

20

16

IFR

S %

20

17

vs

20

16

Org

an

icG

row

th %

20

18

vs

20

17

IFR

S %

20

18

vs

20

17

Org

an

icG

row

th %

20

16

–2

01

8C

AG

RIF

RS %

20

16

–2

01

8C

AG

RO

rga

nic

^ %

Rev

enu

e*4

6 7

97

(28

)(2

46

0)

3 3

99

47

70

8(9

90

)(2

43

1)

3 1

65

47

45

22

7(1

)7

17

Su

bscr

ipti

on

fees

38

50

3(2

8)

(2 1

53

)2

30

03

8 6

22

(1 0

06

)(2

04

6)

2 9

77

38

54

70

60

80

7A

dve

rtis

ing

2 9

55

–(1

10

)2

98

3 1

43

–(8

8)

37

3 0

92

61

0(2

)1

26

Set

-top

bo

xes

1 9

28

–(1

67

)2

98

2 0

59

–(1

28

)(8

4)

1 8

47

71

5(1

0)

(4)

(2)

5Tec

hn

olog

y

con

trac

ts

and

li

cen

sin

g1

67

5–

(24

)(8

)1

64

31

6(1

43

)1

23

1 6

39

(2)

00

7(1

)3

Oth

er

reve

nu

e1

73

6–

(6)

51

12

24

1–

(26

)1

12

2 3

27

29

29

45

16

17

* E

xcl

ud

es i

nte

rgro

up

rev

enu

e.^

Org

anic

CA

GR

is

calc

ula

ted

by

reb

asin

g 2

01

8 r

even

ue

at 2

01

6 F

X r

ates

.

69

Overall, revenues reduced marginally by 1% during FY2018, compared to an increase of 2% in FY2017. Organically, revenue grew consistently by 7% in FY2018 and FY2017.

The organic movements in subscription fees during FY2018 and FY2017 resulted primarily from subscriber growth, due to a subscriber base increase of 14% CAGR in both financial years, as well as the effect of annual inflationary price increases (mainly in South Africa).

Advertising revenues remained stable at approximately R3 billion throughout the period. Material movements in advertising revenue are a function of the volume of advertising sold and is impacted by the occurrence or non-occurrence of major events.

STB revenues remained stable at between R1.8 billion and R2.1 billion through the period consistent with the volume of units sold and the price points of the decoders in various markets. This is aligned to the acquisition and retention strategy of the Group. Further, pricing is lower in peak periods such as the festive season, school holidays and major sporting events. The value strategy has also had an impact on STB revenues as additional volumes have been offset by lower selling prices.

Technology contracts and licensing revenues increased organically by 7% in FY2018 driven mainly by significant key customer wins resulting in an increase in market share. During FY2017, revenues stayed mostly flat as price erosion in the mature conditional access market was mostly offset by growth in other products (predominately keys and credentials and rights).

Other revenue streams primarily include the sub-licence of certain content rights as well as production revenues. These revenues vary depending on contracted rights costs and the timing of deals concluded.

Operating expenses

The Group’s principal operating expenses are content, STB purchases, staff costs, sales and marketing (mainly incurred in the local currency, with the majority of the cost base in South Africa) and transponder costs.

Content represents the Group’s largest single cost contributor and includes payments for sports and general entertainment rights. During FY2018, content costs represented 40.8% of the Group’s total operating cost base, down from 41.5% in FY2017 following the cancellation of non-performing content as well as moving selective content from higher cost exclusive contracts to non-exclusive contracts.

STB purchases include the costs of the decoders that enable subscription services and all associated costs, which include technology security, transport and taxes. STB costs are also impacted by the write-down of decoder inventory to net realisable value (market selling price) at the date the STB is received into inventory.

Transponder costs include the interest and depreciation on capitalised transponder leases utilised to broadcast the Group’s satellite services.

Content costs, transponder costs (both of which are mainly fixed costs) and STB purchases are generally denominated in USD and are hedged for periods up to 36 months on committed exposures in South Africa.

70

Th

e op

erat

ing

ex

pen

ses

of t

he

Gro

up

are

set

ou

t in

th

e ta

ble

belo

w b

y m

ajor

cat

egor

y: 31

Ma

rch

20

16

IFR

SR

’mil

lion

20

17

M&

Are

late

dR

’mil

lion

20

17

Cu

rren

cyIm

pa

ctR

’mil

lion

20

17

Org

an

icG

row

thR

’mil

lion

20

17

IFR

SR

’mil

lion

20

18

M&

Are

late

dR

’mil

lion

20

18

Cu

rren

cyIm

pa

ctR

’mil

lion

20

18

Org

an

icG

row

thR

’mil

lion

20

18

IFR

SR

’mil

lion

20

17

vs

20

16

IFR

S %

20

17

vs

20

16

Org

an

icG

row

th %

20

18

vs

20

17

IFR

S %

20

18

vs

20

17

Org

an

icG

row

th %

Op

era

tin

g e

xp

ense

s3

7 6

89

(26

)(1

33

8)

6 1

32

42

45

7(9

60

)(2

36

2)

1 9

96

41

13

11

31

6(3

)5

Con

ten

t1

5 3

82

–9

92

13

01

7 6

11

–(6

98

)(1

20

)1

6 7

93

14

14

(5)

(1)

Set

-top

box

pu

rch

ases

4 7

60

–(1

59

)8

04

68

1–

(28

5)

1 0

39

5 4

35

(2)

21

62

2S

taff

cos

ts4

81

0(6

)(1

84

)6

96

5 3

16

(12

7)

(30

3)

56

85

45

41

11

43

11

Sal

es a

nd

mar

ket

ing

2 0

71

(0)

(72

)9

02

08

9(4

2)

(10

3)

01

94

41

4(7

)0

Tra

nsp

ond

er c

osts

*1

97

8–

(51

)5

95

2 5

22

–(1

39

)2

43

2 6

26

28

30

41

0O

ther

8 6

88

(20

)(9

71

)2

54

11

0 2

38

(79

1)

(83

4)

26

68

87

91

82

9(1

3)

3

* Tr

ansp

ond

er c

osts

in

clu

de

dep

reci

atio

n o

n t

ran

smis

sion

eq

uip

men

t an

d a

ssoc

iate

d l

ease

in

tere

st.

71

Operating expenses grew organically by 5% in FY2018. However, when excluding STB purchases, which drive subscriber growth, operating expenses only grew organically by 3% in FY2018 due to cost control measures such as a review of non-performing content, moving selective content to non-exclusive contracts and the reduction of SG&A across the Group.

Operating expenses increased organically by 16% in FY2017 due to the impact of the new sports rights deals, investment in the value strategy and the commencement of a new transponder deal in the Rest of Africa.

Seasonality

During the three years ended 31 March 2018, subscriber growth was highest in the last six months of each financial year. This coincides with the festive season and the European football season and also aligns with the period when the Group’s promotional and marketing expenditures are at their highest levels during any financial year.

Furthermore, the number of subscribers also peak during certain events such as holiday periods and when key events take place.

Content costs also reduce during certain periods for example, the football off-season.

In addition, certain content agreements are prepaid by the Group at the beginning of the year and amortised thereafter. Further rights are expensed either over an agreed number of screenings or on a straight-line basis over the period to which the events relate.

These seasonal impacts on revenue and costs consequently lead to differing profitability impacts when comparing year on year as well as half-year results.

Liquidity and capital resources

Until the Unbundling, the Group’s funding, if required, will be provided by the Naspers Group in the form of loans. As at 31 March 2018, the outstanding indebtedness to the Naspers Group amounted to R15 billion. All outstanding indebtedness to the Naspers Group will, however, be capitalised prior to the Unbundling and Admission as envisaged in “Part VII – Restructuring and Formation of the Group” of this Pre-listing Statement. Therefore, the only material debt that will be reflected on the Group balance sheet at date of the Unbundling will be the capitalised transponder finance lease liabilities. The impact of the capitalisation has been reflected in the Pro Forma Financial Information in Annexe 7 to this Pre-listing Statement. This will result in the Group having minimal financial debt on the date of Unbundling.

As at 31 March 2018, the Group had access to R2 billion in undrawn facilities and R4 billion in cash reserves. This, combined with the capitalisation of outstanding indebtedness by the Naspers Group, as discussed above, is expected to result in the Group being materially ungeared on Admission. This provides for financial flexibility to continue to pursue growth opportunities in African video entertainment.

Cash balances in the Rest of Africa where foreign exchange illiquidity restricts the ability to remit cash to the Group has reduced to R1.6 billion on 31 March 2018 from R3.9 billion on 31 March 2017 driven by liquidity improvements in Nigeria and Mozambique. The R1.6 billion relates primarily to cash in Angola and Zimbabwe which are agency businesses and therefore balances are reflected as receivables in the Group’s statement of financial position.

During FY2018 and FY2017, the Group spent (cash outflow net of proceeds from sale) R759 million and R1.3 billion in capital expenditure respectively. This spend during FY2018 and FY2017, before proceeds from sale, includes, among others, R1.1 billion in transmission equipment (R227 million in FY2018), R322 million on a new subscriber billing system (R126 million in FY2018) and R220 million on the building and renovation of buildings primarily in Nigeria and South Africa (R106 million in FY2018).

Commitments and contingencies

The Group is subject to commitments and contingencies, which occur in the normal course of business, including legal proceedings and claims that cover a wide range of matters. The commitments and contingencies at 31 March 2018 include:

Commitments

• contracts placed for capital expenditure amounting to R106.9 million;

• contracts for the purchase of programme and film rights amounting to R33.5 billion;

• contracts for the purchase of STBs amounting to R2.2 billion;

• commitments related to contracts for the receipt of various services. The service contracts are for the receipt of advertising, satellite capacity, computer and decoder support services, access to networks and contractual relationships with customers, suppliers and employees, amounting to R1 billion; and

• operating leases amounting to R1.3 billion. The Group leases office, manufacturing, warehouse and satellite uplinks under various non-cancellable operating leases. Certain contracts contain renewal options and escalation clauses for various periods of time.

72

Contingencies

The Group operates a number of businesses in jurisdictions where taxes are payable on certain transactions or payments. The Group continues to seek relevant advice and works with its advisers to identify and quantify such tax exposures. The Group’s current assessment of possible withholding and other tax exposures, including interest and potential penalties, amounts to R1.7 billion.

Guarantees and security

The Group has guarantees of R475 million mainly in respect of sports rights and service contracts, and has pledged property, plant and equipment, investments and cash and cash equivalents with a carrying value of R12.4 billion for term loans mainly relating to finance leases.

The Group intends to fund its commitments and contingencies out of existing facilities and internally generated funds.

Subsequent events

During October 2018, management received confirmation that a contingent liability of R340 million which was disclosed at 31 March 2018 had been resolved in the Group’s favour with no further potential exposure for the Group.

On 9 November 2018, the Competition Commission submitted its report to the Competition Tribunal in which it recommended that the channel distribution agreement concluded between MCSA and the SABC amounted to a merger which required notification. The Group maintains that the agreement is a standard channel distribution agreement and it will be challenging the Competition Commission’s recommendation in the proceedings to be held before the Competition Tribunal. No provisions or contingencies have been raised as at 30 September 2018 in this regard.

Financial overview of the period ended 30 September 2018 (HY2018)

Key performance indicators

The table below sets out the subscriber numbers and ARPU during the interim period ended 30 September 2018:

30 September

2017

Reported

2018Currency

Impact

2018OrganicGrowth

2018

Reported

2018 vs2017

Reported%

2018 vs2017

OrganicGrowth

%

Subscribers (’000) 12 232 1 668 13 900 14 14

South Africa 6 636 570 7 206 9 9Rest of Africa 5 596 1 098 6 694 20 20ARPU* (ZAR)Blended 263 (3) (11) 249 (6) (4)

South Africa 339 – (13) 326 (4) (4)Rest of Africa 176 (7) (3) 166 (5) (1)

* Subscription fees revenue excludes revenue from Smart Village and Huntley Media Services.

As at 30 September 2018, subscribers increased to 13.9 million, compared with 12.2 million as at 30 September 2017. The 14% increase in subscribers, primarily due to the continued success of the value strategy in the Rest of Africa and solid mass market growth in South Africa, outperformed the 6% reduction in ARPU.

The value strategy implemented in the Rest of Africa continues to succeed in building scale in the middle and mass segments. A combination of a changing subscriber mix with greater weighting towards the middle and mass market, passing on pricing benefits to customers and exchange rate depreciation in a number of countries (mainly Angola and Zambia), resulted in ARPU for the Rest of Africa reducing by R10 (5%) from R176 in HY2017 to R166 in HY2018. Of the R10 reduction, R7 (4%) was as a result of currency depreciation and R3 (1%) was as a result of either not implementing price increases or giving price decreases in certain markets as well as the effect of a change in subscriber mix from higher tiers towards the middle and mass market.

In South Africa, ARPU declined by R13 (4%) as the impact of subscriber mix moving from high end towards the middle and mass market was only partially offset by below inflationary price increases.

At a Group level, blended ARPUs reduced by R14 from R263 in HY2017 to R249 in HY2018, with R11 (4%) coming from pricing and subscriber mix, mainly from South Africa, and R3 (1%) the result of currency depreciation in Rest of Africa.

73

Group financials including segment analysis

30 September

2017

IFRSR’million

2018M&A

relatedR’million

2018Currency

ImpactR’million

2018OrganicGrowth

R’million

2018

IFRSR’million

2018 vs2017

IFRS%

2018 vs2017

OrganicGrowth

%

Revenue* 23 538 (141) (259) 1 644 24 782 5 7

South Africa 16 162 (183) – 707 16 686 3 4Rest of Africa 6 626 – (277) 1 062 7 411 12 16Technology 750 42 18 (125) 685 (9) (17)

Trading Profit 3 762 – (387) 543 3 918 4 14

South Africa 5 172 (16) – 222 5 378 4 4Rest of Africa (1 495) – (372) 290 (1 577) (5) 19Technology 85 16 (15) 31 117 38 36

Core headline earnings 1 223 1 543 26 n.m.

* Excludes intergroup revenue.n.m. Not meaningful

During the period ended 30 September 2018, the Group’s revenues increased to R24.8 billion from R23.5 billion in the prior year. Despite declining ARPUs primarily in South Africa, the Group generated positive organic revenue growth of R1.6  billion (7%) during HY2018, as the business continued to benefit from scale effects of strong subscriber growth.

During HY2018, the Group generated positive Trading Profit of R3.9  billion, representing R543  million (14%) in organic growth. This was driven by the growth in organic revenues described above, partially offset by an increased investment relating to the FIFA World Cup, including additional investment in content, STBs, and sales and marketing, while a continued focus on cost savings resulted in other operating expenses remaining mostly flat.

Core headline earnings tracked the performance of organic Trading Profit during the period presented and grew 26% year on year.

Liquidity and capital resources

As at 30 September 2018, the Group had access to R4 billion in undrawn facilities and R4.2 billion in cash reserves.

Cash balances in the Rest of Africa where foreign exchange illiquidity restricts the ability to remit cash to the Group has reduced to R722 million on 30 September 2018 from R2.3 billion on 30 September 2017 driven mainly by liquidity improvements in Angola. The R722 million relates primarily to cash in Angola and Zimbabwe which are agency businesses and therefore balances are reflected as receivables in the Group’s statement of financial position.

74

Reconciliation of headline earnings to core headline earnings

As referenced in “Part X – Presentation of Information” of this Pre-listing Statement, the Group calculates core headline earnings, a non-IFRS Group-defined metric, which the Group considers to be one of its key measures of operating performance. Core headline earnings for the periods presented in this MD&A is calculated by adjusting headline earnings (as per the Combined Historical Financial Information and the Condensed Combined Interim Financial Information in Annexe 1 and Annexe 3 of this Pre-listing Statement, respectively) by the value of items presented in the table below (net of tax and non-controlling interests):

31 March 30 September 31 March30

September

2016Recon

R’million

2017Recon

R’million

2018Recon

R’million

2017Recon

R’million

2018Recon

R’million

2017 vs2016

%

2018 vs2017

%

2018 vs2017

%

Basic and diluted headline earnings/(loss) attributable to shareholders (IFRS) 2 913 (2 257) 1 797 1 316 344 >(100) >100 (74)Adjusted for:

– Amortisation of intangibles (other than software) 52 52 45 20 25

– Business Combination acquisition- related costs – – 5 – (1)

– Equity-settled share-based and related compensation 27 48 68 36 78

– Foreign currency losses/(gains) and fair-value adjustments 726 2 750 (282) (149) 1 076

– Non-recurring current and deferred taxation impacts (15) 5 8 – 21

Core headline earnings attributable to shareholders 3 703 598 1 641 1 223 1 543 (84) >100 26

Weighted average number of ordinary shares (million) 439 439 439 439 439

Core headline earnings per share (ZAR cents) 844 136 374 279 352 (84) >100 26

75

PART XII – DIVIDENDS AND DIVIDEND POLICY

The Board recognises the importance of maintaining a consistent dividend policy and will endeavour to avoid volatile swings in the dividend profile by ensuring high-quality medium-term strategic and financial planning.

Any dividend proposed by the Board in respect of any financial period will be dependent on and influenced by, among other considerations, the Group’s operating results, financial condition, investment strategy, capital requirements and strategic initiatives. The Group will seek to ensure that there is sufficient cash available and cash is generated by the business in order to fund its continued growth aspirations without resorting to excessive leveraging and ensure that the Company maintains its strategic flexibility.

In this regard, it is the Board’s current intention not to pay a dividend for FY2019 but, subject to relevant factors and circumstances at such time including those outlined above, to declare a dividend of R2.5 billion for FY2020, which the Company currently intends to be paid out of capital.

All unclaimed dividends may be invested or otherwise made use of by the Directors for the benefit of the Company until claimed, provided that dividends unclaimed for a period of three years from the date they were declared may be forfeited for the benefit of the Company. There is no fixed date on which entitlement to dividends arises and the date of payment will be determined by the Board or Shareholders at the time of declaration, subject to the JSE Listings Requirements. There are no current arrangements under which future dividends are waived or agreed to be waived. Relevant extracts of the Company MOI relating to dividends are set out in Annexe 16 to this Pre-listing Statement.

In terms of South African law, the Company will be entitled to pay a dividend or make a similar payment to the Shareholders subject to the “solvency and liquidity” test set out in the Companies Act being met and the Company being permitted to do so in terms of the Company MOI.

The Company may revise its dividend policy from time to time.

None of the matters outlined in this “Part XII - Dividends and Dividend Policy” have been reported on by the Reporting Accountant Specialist.

76

PART XIII – INCORPORATION AND SHARE CAPITAL

INCORPORATION

The Company was registered and incorporated in South Africa on 4  September  2018 under the Companies Act as a private company and was converted to a public company on 11 January 2019 with registration number: 2018/473845/06. The Business of the Group and its principal activity is the provision of video entertainment-related products and services, which Business was established in 1985 and has been conducted by the Group since then. The registered address and head office of the Company is MultiChoice City, 144 Bram Fischer Drive, Randburg, South Africa, 2194. There has been no material change in the business or trading objects of the Company since incorporation, which was established for purposes of Admission.

SHARE CAPITAL AND STATED CAPITAL

Upon incorporation, the authorised share capital of the Company was 1 000 Shares.

Share capital on the Last Practicable Date

The authorised and issued share capital of the Company on the Last Practicable Date is as follows:

Authorised share capital 1 000 000 000 SharesIssued share capital 438 837 468 Shares

Note:On 2 October 2018, the Company’s authorised share capital was increased from 1 000 to 1 000 000 000 Shares.

Share capital on the Admission Date

The authorised and issued share capital of the Company on the Admission Date are expected to be as follows:

Authorised share capital 1 000 000 000 SharesIssued share capital 438 837 468 Shares

The stated capital on the Last Practicable Date is, and on Admission is also expected to be, R0.

No Shares are, or on the Admission Date, are expected to be held in treasury by the Group.

There have been no consolidations or subdivisions of the securities of the Company since incorporation. Under the terms of the Company MOI, the rights of the holders of Shares may be varied only by way of a special resolution of such Shareholders.

Each issued Share in the capital of the Company is of no par value and shall rank pari passu in respect of all rights with every other issued Share.

Foreign Shareholders should take note of the variable entitlement to exercise voting rights attaching to Shares held by Foreign Shareholders in certain circumstances in order to ensure compliance by the Group with the Foreign Control Restrictions. In particular, if at a meeting of Shareholders Foreign Shareholders hold in excess of 20% of the voting rights attaching to the Shares, the Foreign Shareholders will be entitled to exercise only a pro rata portion of the aggregate voting rights attached to the Shares held by all Foreign Shareholders at such time such that the aggregate voting rights entitled to be exercised by Foreign Shareholders will not exceed 20% of the aggregate voting rights entitled to be exercised by Shareholders. Please refer to “Part XIII – Incorporation and Share Capital” which contains a summary of the variable voting rights attaching to Shares held by Foreign Shareholders as well as Annexe 16 to this Pre-listing Statement setting out the salient provisions of the Company MOI, including the terms attaching to Shares and the variable voting rights in relation to Foreign Shareholders.

The Company has no founders or deferred shares.

DESCRIPTION OF SECURITIES

Set out in Annexe 16 to this Pre-listing Statement are extracts of the relevant provisions of the Company MOI, regarding:

• preferential conversion and/or exchange rights of the Shares;

• consent necessary for the variation of rights attaching to the Shares;

• voting rights of the Shares;

• rights to dividends, profits or capital or any other rights of the Shares; and

• control over the issue or disposal of the authorised but unissued Shares.

77

OPTIONS OR PREFERENTIAL RIGHTS IN RESPECT OF SHARES

Save as provided for in the Company Share Plans and/or as envisaged in the section “Share Plans”, the Company is not party to any contract or arrangement (or proposed contract or arrangement), whereby an option or preferential right of any kind is (or is proposed to be) given to any person to subscribe for any securities in the Company.

COMMISSIONS, DISCOUNTS, BROKERAGES OR SPECIAL TERMS

No commissions, discounts, brokerages or other special terms have been granted during the three years immediately prior to the Last Practicable Date in connection with the issue or sale of any securities, stock or debentures in the capital of the Company, where this has not been disclosed in the Combined Historical Financial Information in Annexe 1 to this Pre-listing Statement.

AUTHORISATIONS

At a general meeting of the Company duly convened and held at Johannesburg on 13  December  2018 certain resolutions were duly passed by Shareholders as resolutions of the Company, including:

• converting the Company to a public company from a private company;

• adopting the Company MOI;

• approving the non-executive Directors’ remuneration;

• authorising, by way of a general authority contemplated in paragraph 5.72 of the JSE Listings Requirements read with section 48 of the Companies Act, the repurchase by the Company or Subsidiaries of Shares issued by the Company, subject to a maximum of 5% of the issued Shares of the Company and compliance with the applicable provisions of the JSE Listings Requirements and the Companies Act;

• authorising the Company to provide financial assistance, as contemplated by sections 44 and/or 45 of the Companies Act, generally;

• approving the Company Share Plans and the issue of Shares in terms of the Company Share Plans in accordance with Schedule 14 to the JSE Listings Requirements; and

• ordinary resolution (as contemplated by the JSE Listings Requirements) was duly passed by Shareholders authorising the Directors, by way of a general authority, to issue equity securities (including Shares) for cash up to a maximum of 5% of the issued Ordinary Share capital of the Company.

SECURITIES ISSUED OR TO BE ISSUED OTHER THAN FOR CASH

Other than in respect of the Restructuring, no shares or securities have been issued, within the three years preceding the Last Practicable Date, by the Company other than for cash.

ALTERATION OF SHARE CAPITAL

Other than as set out in “Share Capital and Stated Capital” there has been no alteration to the Company’s share capital in the three years preceding the Last Practicable Date.

PREVIOUS OFFERS AND ISSUES

There have been no issues or offers for subscription or sale of any Shares or any securities by:

• the Company;

• the Company’s Major Subsidiaries; and/or

• by any subsidiary where such issues or offers were material to the Company,

during the three years preceding the Last Practicable Date.

Other than as envisaged in the Restructure, there have been no repurchases of any Shares or any securities by:

• the Company;

• the Company’s Major Subsidiaries; and/or

• by any subsidiary where such repurchases were material to the Company,

during the three years preceding the Last Practicable Date.

78

SHAREHOLDING

Major and controlling Shareholders

At the date of this Pre-listing Statement, the entire issued share capital of the Company is held by Naspers. With effect from the Unbundling Operative Date, the Shareholders shall be the same as Naspers Shareholders and what is set out below is a statement in relation to Naspers’s current major Shareholders (being the Company’s expected major Shareholders on the Unbundling Operative Date).

To the knowledge of the Directors (i)  the Company is not directly or indirectly owned or controlled by another corporation or by any foreign government; and (ii)  there are no arrangements the operation of which may at a subsequent date result in a change in control of the Company. To the knowledge of the Board, there will be no controlling shareholder of the Company on the Unbundling Operative Date. As at the date of this Pre-listing Statement, Naspers is the sole Shareholder of the Company.

There has been no history of any change in the controlling Shareholders of the Company since incorporation and trading objects of the Company since incorporation or any of its subsidiaries during the past five years.

At 28 December 2018, 86.6% of the issued Naspers “N” Shares were held by public Shareholders.

To the knowledge of the Board, Shareholders expected to hold, directly or indirectly, 5% or more Shares on the Unbundling Operative Date (being the major Naspers “N” Shareholders as at the Last Practicable Date) are the following:

Shareholder name % of Shares held Number of Shares held

Public Investment Corporation 13.32% 5 841 965

Total 13.32% 5 841 965

VARIABLE VOTING STRUCTURE

Introduction and rationale

Shareholders are advised that a variable voting structure applies to Foreign Shareholders in order to enable the Business, which holds licences as a broadcaster under the ECA, to remain in compliance with the Foreign Control Restrictions.

The broadcasting industry is subject to extensive government and regulatory oversight relating to, amongst other things, restrictions on foreign ownership. In particular, section 64 of the ECA provides that foreigners may not, whether directly or indirectly, (i) exercise control over a commercial broadcasting licensee; or (ii) have a financial interest or an interest either in voting shares or paid-up capital in a commercial broadcasting licensee, exceeding 20%. In addition, no more than 20% of the Directors of a commercial broadcasting licensee may be foreign. Accordingly, there is an obligation on the Company, as the holding company of the licencees to ensure that it complies with the Foreign Control Restriction imposed by the ECA.

As the Shares are proposed to be Admitted to the JSE for trading and the Company will not be able to control the trading of Shares on the open market, the Shares will have a variable voting structure in order to ensure that the Company (and in turn, its subsidiaries holding broadcasting licences in terms of the ECA) does not inadvertently breach the Foreign Control Restriction in the future. This will also limit the risk of suspension or termination of any of the broadcasting licences held in the Group.

Variable voting structure

The variable voting structure is intended to operate as follows:

If, in respect of a Shareholders’ meeting:

• the number of Shares held by Foreign Shareholders at the record date of such Shareholders’ meeting as contemplated in the JSE Listings Requirements (expressed as a percentage of the total issued Shares of the Company at such time) exceed the percentage prescribed by the Foreign Control Restriction; or

• the total number of voting rights to be cast by or on behalf of Foreign Shareholders at such Shareholders’ meeting or in respect of any matter or resolution (expressed as a percentage of the total voting rights to be cast at such shareholders’ meeting, net of any abstentions) exceeds the Foreign Control Restriction,

then, in these circumstances only and in order to ensure compliance with the Foreign Control Restriction, the voting rights attached to each Share held by Foreign Shareholders shall be decreased proportionately such that (i) the Shares held by Foreign Shareholders do not, in aggregate, carry voting rights in excess of the Foreign Control Restriction; and (ii) the total number of voting rights cast by or on behalf of Foreign Shareholders at such Shareholders’ meeting do not exceed the Foreign Control Restriction.

79

In the event that the Foreign Shareholders’ voting rights are decreased as contemplated above, then, in such instances only, the voting rights attached to each Share held by South African Shareholders shall be consequently increased proportionately in accordance with each South African Shareholder’s shareholding.

The above restrictions shall also apply to all resolutions to be passed by round robin as contemplated in section 60 of the Companies Act. The variable voting structure will, subject to applicable law, only apply for so long as the Foreign Control Restriction applies to the Company and/or Group and to the extent required to ensure compliance with the Foreign Control Restriction.

The variable voting structure does not entail the creation of a separate class of shares. All Shareholders will be permitted to hold Shares which shall continue to rank pari passu in all respects, save for the variable voting rights in the circumstances discussed above. Thus, Foreign Shareholders will continue to enjoy all other rights relating to the Shares and the restrictions placed on the entitlement of Foreign Shareholders to exercise voting rights, if the Foreign Control Restriction results in the application of the variable voting rights as set out above, and will not affect Foreign Shareholders’ economic interest in the Shares they hold. In order to determine the percentage of Shares held by Foreign Shareholders at the record date of each Shareholders’ meeting as contemplated in the JSE Listings Requirements, the Company will procure a “beneficiary download” from Strate and the Transfer Secretaries. The Transfer Secretaries will manage the voting process at each shareholders’ meeting in order to determine the votes that are to be attributed to the Shares held by Foreign Shareholders. The Company will treat all Shares represented by ADS as held by Foreign Shareholders, without making further inquiries in respect of any of the holders of the ADSs.

In order to ensure compliance with the ECA, the Board, with power of delegation, including the chairperson of any Shareholders meeting, is authorised to:

• request any Shareholder that is an Entity to provide self-certification, to the satisfaction of the Board (in its sole discretion), of the extent to which any Foreign Persons or Foreign Entities have a direct or indirect Financial Interest or interest either in voting Shares or paid-up capital of such Shareholder;

• request any Shareholder who is a natural person to provide proof, to the satisfaction of the Board (in its sole discretion), that such natural person is a South African Person; and

• implement such controls and measures and request any additional documents as the Board deems necessary (in its sole discretion) to verify Shareholders’ status as Foreign Shareholders or South African Shareholders.

In terms of the approval granted by the JSE on 13 August  2018 for the implementation of the variable voting structure, the Company is required to create awareness for Shareholders and foreign investors of the variable voting structure by placing prominent statements in all SENS announcements, annual reports and shareholder communications. In addition, the Company will include a short statement, prominently positioned, on the investment portal of its website.

80

PART XIV – TAXATION

The following summary describes certain tax consequences in connection with the acquisition, ownership and disposal of Shares. This summary is based on the laws as in force and as applied in practice on the Last Practicable Date and is subject to changes to those laws and practices subsequent to such date. In the case of persons who are non-residents of South Africa for income tax purposes, this summary should be read in conjunction with the provisions of any applicable double tax agreement between South Africa and their country of residence. The summary is intended as a general guide only and is not comprehensive or determinative and should not be regarded as tax advice. Accordingly, if you are in any doubt about your tax position you should consult an appropriate independent professional adviser.

SOUTH AFRICAN TAXATION

Taxation issues

The following is a summary of the material South African tax consequences in connection with the acquisition, ownership and disposal of Shares. The following summary is not a comprehensive description of all of the tax considerations that may be relevant to a decision to acquire, purchase, own or dispose of the Shares and does not cover tax consequences that depend upon your particular tax circumstances or jurisdictions outside of South Africa. This summary is only a general discussion and it is not a substitute for tax advice.

The discussion in this section is based on current South African law. Changes in the law may alter the tax treatment of the Shares, as applicable, possibly on a retrospective basis. It is recommended that you consult your own tax adviser about the consequences of subscribing for and purchasing, holding, disposing of the Shares, as applicable, in your particular situation.

Residence-based system of taxation

Residents of South Africa are taxed on their world-wide income including capital gains, whereas non-residents are taxed only on income and certain capital gains sourced in South Africa or deemed to be from a source in South Africa.

Individuals

An individual will be a resident of South Africa for tax purposes if:

• such individual is “ordinarily resident” in South Africa. This term is not defined in the Income Tax Act and therefore its meaning is determined according to guidelines established by the Courts. Generally, a person’s ordinary residence will be “the country to which he would naturally and as a matter of course return from his wanderings; as contrasted with other lands it might be called his usual or principal residence and it would be described more aptly than other countries as his real home”; or

• the requirements of the physical presence test are met. This is determined with reference to the number of days spent by the individual in South Africa over a successive six year period. In order to trigger residency, the person must be physically present in South Africa for more than 91 days in aggregate during the relevant year of assessment as well as for more than 91 days in aggregate during each of the five years of assessment preceding such year of assessment. In addition, the person must have been physically present in South Africa for more than 915 days in aggregate during those five preceding years of assessment. If the person is physically outside South Africa for a continuous period of at least 330 full days, the person will be deemed not to be a resident from the day on which the person so ceased to be physically present in South Africa.

A person’s residence status for exchange control purposes may be different to that person’s residence status for tax purposes.

Legal persons (company, close corporation and trust)

As regards legal persons, a resident is defined in the Income Tax Act as any person which is incorporated, established or formed in South Africa or which has its place of effective management in South Africa. “Place  of  effective management” is not a defined concept. However, reference can be made to “Income Tax Interpretation Note 6 – Resident: Place of Effective Management” issued on 3 November 2015 which details the approach that may be adopted by the South African Revenue Service to the interpretation of the concept. Accordingly, a company’s “place of effective management” is the place where key management and commercial decisions that are necessary for the conduct of its business as a whole are in substance made. This interpretation is consistent with the Organisation for Economic Co-operation and Development’s (OECD) commentary on the term.

81

General proviso regarding treaty resident persons

The Income Tax Act excludes from the definition of resident all persons (legal or natural) that are deemed to be exclusively resident in another country in terms of an agreement for the avoidance of double taxation to which South Africa is a party.

Dividend definition

A dividend is broadly defined as meaning any amount transferred or applied by a company that is a resident for the benefit or on behalf of any person in respect of any share in that company, whether that amount is transferred or applied: (i) by way of a distribution made by; or (ii) as consideration for the acquisition of any share in, that company. However, a dividend does not include any amount so transferred or applied to the extent that the amount so transferred or applied (i) results in a reduction of the contributed tax capital of the company, (ii) constitutes shares in the company, or (iii) constitutes a general repurchase by the company of its shares listed on the JSE.

Contributed tax capital, in its basic form, will comprise amounts received by or accrued to a company as consideration for the issue of its shares. This would therefore typically be share capital and share premium (excluding any portion thereof which comprises capitalised reserves).

Dividend income

Dividends declared by a South African company are generally exempt from income tax in the hands of the recipient, but there are various anti-avoidance provisions and other specific provisions that deny the income tax exemption in relation to certain dividends with the result that they are treated as ordinary income. The position of non-resident Shareholders will depend on the tax legislation applicable to them.

Dividends Tax

Dividends Tax in South Africa (“Dividends Tax”) is a withholding tax that is levied on the payment of any amount by way of a dividend, subject to certain exemptions. Dividends Tax is triggered by the payment of a dividend, and is levied at the rate of 20%. While the company paying the dividend has the obligation to withhold the Dividends Tax, the liability for the tax is that of the beneficial owner of the dividend.

There are various exemptions available in respect of Dividends Tax, subject to meeting administrative formalities within prescribed timeframes. The most notable exemption is in respect of dividends paid to a beneficial owner that is a South African resident company, pension fund or provident fund. An exception to this general principle is where a dividend consists of a distribution in specie, resulting in the liability for the Dividends Tax falling on the company itself, which means that it may not withhold the tax from the dividend payment.

Furthermore, where a dividend is paid to a non-resident of South Africa, the rate of Dividends Tax may be reduced to as low as 0% under the provisions of an applicable double taxation treaty, subject to meeting administrative formalities within prescribed timeframes.

Disposal of Shares

The disposal of Shares will give rise to either a capital or revenue receipt or accrual in the hands of the taxpayer. As dealt with further below, capital gains are subject to a lower effective tax rate than revenue amounts. This is because only a portion (the inclusion amount) of a capital gain is included in a taxpayer’s taxable income and then subjected to normal income tax.

In determining whether the amount derived from the disposal of such Shares is of a capital or revenue nature, regard should be had to section 9C of the Income Tax Act, which in general deems any amounts received or accrued from the disposal of shares to be capital in nature if the taxpayer immediately prior to such disposal had been the owner of that share for a continuous period of at least three years, subject to certain exclusions.

Where section 9C is not applicable to particular shares, then the capital or revenue nature of the amount derived from the disposal of the shares must be determined by applying the common law tests that the South African courts have formulated, among other things, the intention of the holder of the shares in acquiring, holding and disposing of the shares. Profits derived from the disposal of South African shares held as long-term investments are generally regarded as profits of a capital nature.

Subject to certain relief under double taxation agreements, if a non-resident Shareholder trades in South African shares, such non-resident Shareholder could be subject to South African income tax if the proceeds from the disposal are from a South African source, which would be the case if the asset (Share) is attributable to a permanent establishment of that non-resident in South Africa.

82

Capital Gains Tax

Residents of South Africa are subject to tax on capital gains as levied in accordance with the Income Tax Act (“CGT”) in respect of gains made on the disposal of their world-wide assets.

Non-residents (subject to potential relief under double taxation agreement) will incur a liability for CGT only in relation to the disposal of certain assets, namely immovable property situated in South Africa, assets of a South African permanent establishment or if the non-residents hold at least 20% of the shares in a company where the market value of the assets of the company are primarily (i.e. 80% or more) attributable to South African immovable property.

Tax rates

The following table sets out the normal income tax rates applicable to certain taxpayers, the prescribed portion of a capital gain that would be included in a taxpayer’s taxable income, and, consequently, the effective rate at which capital gains are taxed.

Type of taxpayerStatutory income tax rate

on taxable income

Prescribedportion of the

capital gainincluded in

taxable income

Maximumeffective rate on

capital gains

Individuals max marginal rate of 45% 40% 18%– Special trusts max marginal rate of 45% 40% 18%– Trusts (other than special trusts) 45% 80% 36%Companies 28% 80% 22.4%

Corporate tax

The corporate tax rate is presently 28% of taxable income.

Securities transfer tax

The Shares will be listed on the JSE. Securities transfer tax is imposed in respect of the transfer of listed shares (including the cancellation or redemption of a share) at the rate of 0.25% of the taxable amount of such shares being the higher of the market value or consideration given for the shares, determined in terms of the South African Securities Transfer Tax Act, 25 of 2007 (as amended). The definition of “transfer” excludes the issue of a share and hence no securities transfer tax is payable on the issue of a share.

US FEDERAL INCOME TAXATION

The following discussion is a summary of certain US federal income tax considerations under present law of the ownership and disposition of Shares (including Shares held in the form of Company ADSs), in each case, by a US Holder (as defined below). This summary deals only with US Holders (as defined below) that use the USD as their functional currency and that will hold their Shares as capital assets. This summary does not address tax considerations applicable to investors subject to special rules, such as persons that will own immediately after the Unbundling 10% or more by vote or value of the Company’s equity interests, certain financial institutions, dealers or traders, insurance companies, tax exempt entities, persons holding their Shares as part of a hedge, straddle, conversion, constructive sale or other integrated transaction. It also does not address US state and local tax considerations.

As used here, “US Holder” means a beneficial owner of Shares (including Shares held in the form of Company ADSs) that is, for US federal income tax purposes, (i) a citizen or individual resident of the United States, (ii) a corporation or entity treated as such created or organised under the laws of the United States, any State thereof, or the District of Columbia, (iii) a trust subject to the control of a US person and the primary supervision of a US court or (iv) an estate the income of which is subject to US federal income tax without regard to its source.

The tax consequences to a partner in a partnership (or other entity treated as a partnership for US federal income tax purposes) acquiring, holding or disposing of Shares generally will depend on the status of the partner and the activities of the partnership. Partnerships holding Shares should consult their own tax advisers about the US federal income tax consequences to their partners of acquiring, owning and disposing of Shares.

Each US Holder should read the disclosure regarding South African taxation and consider its possible entitlement to the benefits of the income tax treaty between the United States and South Africa (the “Treaty”). The Group is not planning to seek a ruling from the IRS regarding the US federal income tax consequences of the acquisition, holding or disposition of Shares by a US holder. Accordingly, there can be no assurance that the IRS will not successfully challenge one or more of the conclusions stated herein. Each US Holder is urged to consult its own tax adviser

83

regarding the particular US federal income tax consequences to them of acquiring, holding or disposing of the Shares, as well as the consequences to them arising under the laws of any other taxing jurisdiction.

Passive Foreign Investment Company Considerations

Generally, a non-US corporation is considered a passive foreign investment company (“PFIC”) if either a significant amount of its income is passive or a significant amount of its assets produce passive income. The Company believes that it will not be considered a PFIC in its current taxable year, and based on its anticipated assets, income and activities, it does not believe it is likely to become a PFIC. The Company’s possible status as a PFIC must be determined annually and therefore may be subject to change. If the Company were to be a PFIC in any year, materially adverse consequences could result for US Holders. US Holders should consult their tax advisers about the Company’s PFIC classification and any US tax consequences relevant to them if the Company were to be considered a PFIC.

Dividends

Distributions with respect to the Shares, including taxes withheld therefrom, if any, generally will be included in a US Holder’s gross income as foreign source ordinary dividend income when received. Any dividends will not be eligible for the dividends received deduction generally allowed to US corporations. Subject to certain generally applicable limitations, dividends paid by the Company will be eligible for the preferential tax rate applicable to qualified dividend income received by certain non-corporate US Holders if the Company qualifies for benefits under the Treaty, which the Group expects to be the case. If any withholding were required on distributions payable by the Company, US Holders should be able to claim a foreign tax credit in respect of any such withholding subject to generally applicable limitations. Dividends received will generally be included in net investment income for purposes of the Medicare tax applicable to certain non-corporate US Holders.

Dividends paid in any currency other than USD will be includible in income in the USD amount calculated by reference to the exchange rate in effect on the day the dividends are actually or constructively received by the US Holder, regardless of whether the currency is converted into USD at that time. A US Holder will have a basis in the currency received equal to the USD value on the date of receipt. Generally, any gain or loss resulting from currency exchange fluctuations during the period from the date the dividend is includible in the income of the US Holder to the date such payment is converted into USD (or the US Holder otherwise disposes of the currency) will be exchange gain or loss and will be treated as US source ordinary income or loss for foreign tax credit limitation purposes. If dividends received in a currency other than USD are converted into USD on the day the dividends are received, the US Holder generally will not be required to recognise the foreign currency gain or loss in respect of the dividend income.

Dispositions

A US Holder generally will recognise capital gain or loss on the sale or other disposition of Shares in an amount equal to the difference between the US Holder’s adjusted tax basis in the Shares and the USD value of the amount realised from the disposition. The gain or loss will be long-term capital gain or loss if the holder has held the Shares for more than one year. Deductions for capital losses are subject to significant limitations. Gains will be included in net investment income for purposes of the Medicare tax on net investment income generally applicable to certain non-corporate US holders.

A US Holder that receives a currency other than USD on the disposition of Shares will realise an amount equal to the USD value of the currency received at the spot rate on the date of sale (or, in the case of cash basis and electing accrual basis US Holders, the settlement date). An accrual basis US Holder that does not elect to determine the amount realised using the spot rate on the settlement date will recognise foreign currency gain or loss equal to the difference between the USD value of the amount received based on the spot exchange rates in effect on the date of sale or other disposition and the settlement date. A US Holder will have a tax basis in the currency received equal to the USD` value of the currency received on the settlement date. Any gain or loss on a subsequent disposition or conversion of the currency will be US source ordinary income or loss.

Reporting and Back-up Withholding

Payments of dividends and other proceeds with respect to the Shares may be reported to the IRS unless the holder is a corporation or otherwise establishes a basis for exemption. Back-up withholding may apply to amounts subject to reporting if the holder fails to provide an accurate taxpayer identification number or otherwise establish a basis for exemption. A US Holder can claim a credit against its US federal income tax liability for amounts withheld under the back-up withholding rules, and can claim a refund of amounts in excess of its tax liability by timeously providing the appropriate information to the IRS.

Certain US Holders are required to furnish to the IRS information with respect to investments in the Shares not held through an account with a financial institution. Investors who fail to report required information could become subject to substantial penalties. Potential investors are encouraged to consult with their own tax advisers about these and any other reporting obligations arising from their investment in the Shares.

84

PART XV – EXCHANGE CONTROL

Exchange controls are imposed on South African residents in terms of the Exchange Control Regulations. FinSurv is responsible for the day-to-day administration of the exchange controls. FinSurv has a wide discretion which discretion is, however, not exercised arbitrarily but is based upon a set of norms, and is subject to the policy guidelines laid down by the Minister of Finance, Director General, Finance, and SARB. The Exchange Control Regulations and the Currency and Exchanges Manual for Authorised Dealers are collectively referred to as “Exchange Control Rules” herein.

Certain South African banks have been appointed to act as authorised dealers (as defined by the Exchange Control Rules) in foreign exchange. Authorised dealers may buy and sell foreign exchange, subject to conditions and within limits prescribed by FinSurv.

The authorised dealers are also required to assist FinSurv to administer the Exchange Control Rules. All applications to FinSurv are required to be made through an authorised dealer. The Currency and Exchanges Manual for Authorised Dealers sets out the conditions, permissions and limits applicable to the transactions in foreign exchange which may be undertaken by authorised dealers, as well as details of related administrative responsibilities.

The Exchange Control Rules provide for restrictions on exporting capital from the CMA. Transactions between residents of the CMA, on the one hand, and corporations and persons whose normal place of residence, domicile or registration is outside of the CMA, on the other hand, are subject to these Exchange Control Rules.

Currency and shares are not freely transferable from South Africa to any jurisdiction outside the geographical borders of South Africa or jurisdictions outside of the CMA. These transfers must comply with the Exchange Control Rules as described below. The Exchange Control Rules also regulate the acquisition by former residents and non-residents of Shares.

A non-resident may purchase Shares. All payments in respect of purchases of Shares by non-residents must be made through an authorised dealer in foreign exchange. Such non-residents should seek advice as to whether any governmental and/or other legal consent is required and/or whether any other formality must be observed to enable an application to be made in response to delivered Shares.

Share certificates issued in respect of Shares purchased by non-residents will be endorsed “non-resident” in accordance with the Exchange Control Rules. Holders of Uncertificated Shares will have their statements endorsed “non-resident” and their accounts at their CSDP or broker annotated accordingly.

Provided that the relevant share certificate is endorsed “non-resident” or the relevant account of the Shareholder at the CSDP or broker is annotated accordingly, there is no restriction under the Exchange Control Rules on the payment to a non-resident Shareholder of cash dividends from the distributable profits of the Company in proportion to the Shareholder’s percentage holding of Shares (“Cash Dividends”). Payments to non-resident Shareholders of other dividends and distributions by the Company (including special dividends, dividends in specie and capitalisation issues) require the consent of FinSurv.

Cash Dividends and any proceeds from the sale of Shares by non-resident Shareholders may be freely transferred out of South Africa, subject to being converted into a currency other than Rand or paid for the credit of a non-resident Rand account.

The Company is not, and does not expect to be immediately after Admission, an affected person for the purposes of the Exchange Control Regulations. The Company will be an affected person if 75% or more of its voting power, capital or earnings is, directly or indirectly, controlled by non-residents. If the Company becomes an affected person, Cash Dividends may be freely paid to non-residents as described above, provided that the payment will not cause the Company to be placed in an over-borrowed position in terms of the Exchange Control Regulations.

Exchange Control Regulations

The following summary of the Exchange Control Regulations is intended as a guide only and is not a comprehensive statement of the Exchange Control Regulations. Shareholders who have any queries regarding the Exchange Control Regulations should contact their own professional advisers without delay.

Emigrants from the CMA

Any share certificates that may be issued by the Company to emigrants from the CMA will be endorsed “non-resident” in accordance with the Exchange Control Regulations.

Uncertificated Shares and/or securities will be credited directly to their emigrant share accounts at the CSDP or broker controlling their remaining portfolios and an appropriate electronic entry will be made in the relevant

85

register reflecting a “non-resident” endorsement. The CSDP or broker will ensure that the emigrant adheres to the Exchange Control Regulations.

Any Shares and/or securities issued in Certificated Form, Cash Dividends and residual cash payments based on emigrants’ Shares and/or securities controlled in terms of the Exchange Control Regulations will be forwarded to the authorised dealer in foreign exchange controlling their assets. Elections by emigrants must be made through the authorised dealer in foreign exchange controlling their assets.

Residents outside of the CMA

Any share certificates that may be issued by the Company to non-residents of the CMA will be endorsed “non-resident” in accordance with the Exchange Control Regulations.

Uncertificated Shares and/or securities will be credited directly to their non-resident share accounts at the CSDP or broker controlling their portfolios and an appropriate electronic entry will be made in the relevant register reflecting a “non-resident” endorsement. The CSDP or broker will ensure that the non-resident adheres to the Exchange Control Regulations.

Cash Dividends and residual cash payments due to non-residents are freely transferable from South Africa, subject to being converted into a currency other than Rand or paid for the credit of a non-resident Rand account.

SARB approval for the Admission and Unbundling

The Admission, Unbundling and the issuance of the Pre-listing Statement has been approved by FinSurv and/or the Company’s Authorised Dealer in terms of the Exchange Control Rules.

86

PART XVI – SETTLEMENT/DEALINGS

RECEIPT OF SHARES

As set out in the Naspers Announcement, Shareholders who hold their Naspers shares in Certificated Form, will be issued their respective Shares in Certificated Form. Pursuant to the Unbundling, share certificates will be posted, at the risk of the Certificated Naspers Shareholders, by registered post in South Africa on or about the first business day after the Record Date (“Operative Date”) to the addresses reflected in the securities register of Naspers on the Record Date.

Such Certificated Naspers Shareholders are advised that they will have to Dematerialise the Shares received by them in Certificated Form prior to trading in such Shares on the JSE.

Shareholders who hold their Naspers Shares in Uncertificated Form will have their accounts at their CSDP or broker updated on the Operative Date with the relevant Shares pursuant to the Unbundling.

Documents of title in respect of Naspers Shares are not required to be surrendered in order to receive the Shares.

To the extent that Certificated Naspers Shareholders wish to receive their Shares in Uncertificated Form, those Naspers Shareholders should contact Singular Systems Proprietary Limited (“Transfer Secretaries”) directly.

On implementation of the Unbundling, holders of Naspers ADSs at the Unbundling Record Date and Time are expected to be issued with ADSs in respect of their entitlement to Shares in terms of the Unbundling. For further information see the Naspers Announcement in relation to the Unbundling.

STRATE AND TRADING SHARES ON THE JSE

Shares may only be traded on the JSE in Uncertificated Form (dematerialised form) and will be trading for electronic settlement via Strate immediately following the Admission.

Strate is a system of “paperless” transfer of securities. If investors have any doubt as to the mechanics of Strate they should consult their broker, CSDP or other appropriate adviser, and they are referred to the Strate website at http://www.strate.co.za.

The contents of this website are not incorporated by reference and do not form part of this Pre-listing Statement and should not be relied upon for the purposes of forming an investment decision. Some of the principle features of Strate are as follows:

• electronic records of ownership replace share certificates and physical delivery of certificates;• trades executed on the JSE must be settled within three business days;• all investors owning Uncertificated Shares or wishing to trade their securities on the JSE are required to appoint

either a broker or a CSDP to act on their behalf and to handle their settlement requirements; and• unless investors owning Uncertificated Shares specifically request their CSDP to register them as an “own name”

Shareholder (which entails a fee), their CSDP’s or broker’s nominee company, holding shares on their behalf, will be the shareholder of the relevant company and not the investor. Subject to the agreement between the investor and the CSDP or broker (or the CSDP’s or Broker’s nominee company), generally in terms of the rules of Strate, the investor is entitled to instruct the CSDP or broker (or the CSDP’s or broker’s nominee company) as to how it wishes to exercise the rights attaching to the Shares and/or to attend and vote at Shareholders’ meetings.

OVERSEAS SHAREHOLDERS

The following summary, as set out in the Naspers Announcement describes the restrictions applicable to Naspers Shareholders in terms of the Unbundling who have registered addresses outside South Africa and/or who are nationals, citizens or residents of countries other than South Africa (“Overseas Shareholders”) or who are persons (including, without limitation, custodians, nominees and trustees) who have a contractual or legal obligation to forward this Pre-listing Statement to a jurisdiction outside South Africa, or who hold Naspers Shares for the account or benefit of any such Overseas Shareholder and will therefore hold Shares in a similar manner and hence may have an impact on Shareholders.

The Unbundling will be implemented as a pro rata distribution in specie for no consideration to all Shareholders recorded as such in the register of Naspers at the close of business on the record date for the Unbundling, being Friday, 1 March 2019.

The distribution of Shares to Overseas Shareholders in terms of the Unbundling may be affected by the laws of such Overseas Shareholders’ relevant jurisdiction. Overseas Shareholders should consult their professional advisers as to whether they require any governmental or other consent or need to observe any other laws, requirements or formalities to receive or access this Pre-listing Statement and/or enable them to receive this Pre-listing Statement and/or take up their entitlements and/or have Shares transferred to them in terms of the Unbundling.

87

It is the responsibility of any Overseas Shareholder (including, without limitation, nominees, agents and trustees for such persons) wishing to receive this Pre-listing Statement and/or take up their entitlement to Shares and/or have Shares transferred to them in terms of the Unbundling to satisfy themselves as to the full observance of the applicable laws of any relevant territory, including obtaining any requisite governmental or other consents, observing any other requisite laws, requirements or formalities and paying any issue, transfer or other taxes due in such territories.

Accordingly, persons (including, without limitation, nominees, agents and trustees) receiving this Pre-listing Statement should not distribute or send the same to any person in, or citizen or resident of, or otherwise into any jurisdiction where to do so would or might contravene applicable law or regulation including local securities laws or regulations. Any person who does distribute this Pre-listing Statement into any such territory (whether under a contractual or legal obligation or otherwise) should draw the recipient’s attention to the contents of this paragraph.

Naspers reserves the right, but shall not be obliged, to treat as invalid any distribution or transfer (or proposed distribution or transfer) of Shares in terms of the Unbundling, which appears to Naspers or its agents to have been executed, effected or dispatched in a manner which may involve a breach of the securities laws or regulations of any jurisdiction, or if Naspers believes (in its discretion) or its agents believe that the same may violate applicable legal or regulatory requirements, or if Naspers believes (in its discretion) that it is prohibited or unduly onerous or impractical to distribute or transfer the Shares to such Overseas Shareholder in terms of the Unbundling. If an Overseas Shareholder is of the view that the distribution or transfer of Shares in terms of the Unbundling to such Overseas Shareholder may involve a breach of the securities laws or regulations or violate applicable legal or regulatory requirements, such Overseas Shareholder must as soon as reasonably practicable notify Naspers of such fact or circumstance.

Naspers shall be entitled (in its discretion), including in either of the aforementioned instances, to do all things necessary or desirable to ensure compliance with applicable law and/or regulation including selling Shares that would otherwise have been transferred to the Overseas Shareholder under the Unbundling on their behalf and at their risk, with the net proceeds of such sale (after deduction of any applicable taxes, withholdings or costs) to be paid to the Overseas Shareholder. In this regard, the Shares may be aggregated and disposed of on the JSE in an orderly manner by the Transfer Secretaries on behalf of and for the benefit of such Overseas Shareholders as soon as is reasonably practical after the implementation of the Unbundling at the best price that can reasonably be obtained at the time of sale.

ADS Facility

The Company intends to establish an ADS facility in the US at the Unbundling Operative Date. The Bank of New York Mellon, as depositary for the Company’s ADS facility, will deliver the Company ADSs. Each Company ADS will represent an ownership interest in Shares and a pro rata share of any other securities, cash or other property that may be held by the depositary, under the terms of the deposit agreement to be entered into between the Company, the depositary and the registered holders, indirect holders and beneficial owners of Company ADSs from time to time. On implementation of the Unbundling, holders of Naspers ADSs at Unbundling Record Date are expected to be issued with ADSs in respect of their entitlement to Shares in terms of the Unbundling.

On the Unbundling Operative Date, the Shares will not be listed on any securities exchange in the US, and the Company expects to rely on an exemption from registration under the Exchange Act provided by Rule 12g3-2(b) thereunder.

The Company will not treat Company ADS holders as its Shareholders and, accordingly, Company ADS holders will not have shareholders’ rights, which are governed by South African law. The rights of Company ADS holders will be governed by the deposit agreement which will be governed by the laws of the State of New York. The deposit agreement will also set out the rights and obligations of the depositary.

The depositary or its nominee will be the record holder of the Shares underlying the Company ADSs and, therefore, Company ADS holders must rely on the depositary to exercise the rights of a Shareholder on their behalf. Company ADS holders may exercise their voting rights with respect to the Shares underlying the Company ADSs only in accordance with the provisions of the deposit agreement. The depositary will not itself exercise any voting discretion in respect of Shares. Upon receipt of instructions from a Company ADS holder pursuant to the deposit agreement, the depositary is required to endeavor (insofar as practicable and permitted under the Company MOI) to vote or cause to be voted the Shares represented by the Company ADSs in accordance with such instructions. If the Company did not request the depositary to solicit voting instructions, ADS holders can still give voting instructions and the depositary may, but is not required to, endeavour to carry out those instructions.

Company ADS holders will be required to pay fees under the terms of the deposit agreement, including fees for cancellation of Company ADSs and upon dividends and distributions. The depositary has agreed to reimburse the Company for certain reasonably incurred expenses directly related to the ADS facility.

Company ADS holders should read the entire deposit agreement and the form of the depositary receipt. A copy of the deposit agreement will be filed as an exhibit to the registration statement on Form F-6 to be filed by or on behalf of the Company with the Securities Exchange Commission. Company ADS holders may find the registration statement and the deposit agreement on the US Securities Exchange Commission’s website at http://www.sec.gov.

For further information on the ADS Facility, please see Annexe 18 to this Pre-listing Statement.

88

PART XVII – ADDITIONAL INFORMATION

Unless expressly provided or indicated otherwise by the context, this section of the Pre-listing Statement has been prepared on the basis of the Group as it would have existed if the Unbundling had been implemented on the Last Practicable Date.

RESPONSIBILITY

The Directors, whose names are set out in “Part IX – Directors, Senior Management and Corporate Governance” of this Pre-listing Statement, collectively and individually accept full responsibility for the accuracy of the information provided in this Pre-listing Statement and certify that, to the best of their knowledge and belief there are no other facts, the omission of which would make any statement in this Pre-listing Statement false or misleading, and confirm that they have made all reasonable enquiries in this regard and confirm that this Pre-listing Statement contains all information required by the JSE Listings Requirements.

SUMMARY OF THE COMPANY MOI AND CERTAIN EXPLANATORY STATEMENTS IN RESPECT OF APPLICABLE LAW AND REGULATION AFFECTING SHAREHOLDERS

The information below contains a summary of the Company MOI and certain explanatory statements in respect of applicable law and regulations affecting Shareholders. The information below, as well as the extracts of the Company MOI set out in Annexe 16 to this Pre-listing Statement, do not constitute legal advice, and do not purport to be exhaustive of Shareholders’ rights in terms of applicable law and have been inserted for Shareholders’ information purposes only.

The Company MOI, adopted by a special resolution of the Company passed on 13 December 2018, contains, inter alia, provisions to the following effect:

Objects

Section 19(1)(b) of the Companies Act provides that a company has the powers and capacity of a natural person or individual of full capacity except to the extent that a juristic person is incapable of exercising any such power, or having such capacity, the Company MOI provides otherwise. There are no restrictions on the objects of the Company in the Company MOI and the objects of the Company are therefore unrestricted.

Rights attaching to shares

Voting rights

Subject to the Company MOI generally and to any special rights or restrictions as to voting attached to any class of shares, at a meeting of the Company, every Shareholder who is present (in person or by proxy) and entitled to exercise voting rights has one vote on a show of hands (irrespective of the number of voting rights that person would otherwise be entitled to exercise) and on a poll every Shareholder who is present (in person or by proxy) has the number of votes determined in accordance with the voting rights associated with the Shares held by that Shareholder; provided that, if at a Shareholders’ meeting:

• the number of Shares held by Foreign Shareholders at the record date of such Shareholders’ meeting (expressed as a percentage of the total issued Shares of the Company) exceed the percentage prescribed by the Foreign Control Restrictions;

• the total number of voting rights entitled to be exercised by or on behalf of Foreign Shareholders at such Shareholders’ meeting expressed as a percentage of the total voting rights of the Company entitled to be exercised such Shareholders’ meeting, net of any abstentions exceeds the percentage prescribed by the Foreign Control Restrictions,

then, in these circumstances only, the voting rights attached to each Share held by Foreign Shareholders shall be decreased proportionately such that (i) the Shares held by Foreign Shareholders do not, in aggregate, carry voting rights in excess of the foreign ownership regulation restrictions; and (ii) the total number of voting rights exercised for or on behalf of Foreign Shareholders at such Shareholders’ meeting do not exceed the percentage prescribed by the Foreign Control Restriction. In the event that the voting rights entitled to be exercised by Foreign Shareholders’ voting rights are reduced as contemplated above, then, in such instances only, the voting rights entitled to be exercised by Shareholders resident in South Africa shall be increased proportionately in accordance with each such Shareholder’s shareholding.

89

In order to ensure compliance with the ECA, the Board, with power of delegation, including the chairperson of any Shareholders meeting, is authorised to:

• request any shareholder that is an Entity to provide self-certification, to the satisfaction of the Board (in  its sole discretion), of the extent to which any Foreign Persons or Foreign Entities have a direct or indirect Financial Interest or interest either in voting Shares or paid-up capital of such Shareholder;

• request any Shareholder who is a natural person to provide proof, to the satisfaction of the Board (in its sole discretion), that such natural person is a South African Person; and

• implement such controls and measures and request any additional documents as the Board deems necessary (in its sole discretion) to verify Shareholders’ status as Foreign Shareholders or South African Shareholders.

A Shareholder may at any time appoint any natural person, including a person who is not a Shareholder, as a proxy to represent that Shareholder at any meeting and to exercise any rights of the Shareholder at a Shareholders’ meeting. While any of the Shares are listed on the JSE, the record date for the purposes of determining Shareholder rights (including the right to participate in and vote at a Shareholders meeting) will be determined in accordance with the JSE Listings Requirements.

Joint holders

Where there are joint registered Shareholders of any Share, any one of such persons may exercise all of the voting rights attached to that Share at any meeting, either personally or by proxy, as if he were solely entitled thereto. If more than one of such joint holders are present at any meeting, personally or by proxy, the person so present whose name stands first in the securities register of the Company in respect of such Share shall alone be entitled to vote in respect thereof.

Distributions

Subject to the Companies Act, the Board or, on recommendation of the Board, the Shareholders by ordinary resolution, may at any time authorise and/or declare a distribution to be paid to the Shareholders of any class in proportion to the number of shares held by them in that class, if such distribution is (i) pursuant to an existing legal obligation of the Company, or a court order, or (ii) authorised by resolution of the Board, in compliance with the JSE Listings Requirements. The Board may from time to time declare and pay to the Shareholders such interim distributions as the Directors consider being appropriate.

Without detracting from the ability of the Company to issue capitalisation shares, any distribution may be paid wholly or in part (i) by the distribution of specific assets, (ii) by the issue of shares, debentures or securities of the Company or of any other company, (iii) in cash, or (iv) in any other way which the Directors may at the time of declaring the distribution determine, including granting to the Shareholders a right of election between receiving any distribution in cash or in the form of the distribution of specific assets. Where any difficulty arises in regard to such distribution, the Directors may settle that difficulty as they think expedient, and in particular may fix the value which shall be placed on such specific assets on distribution.

Distributions payable in cash shall be declared in Rand, provided that the Board, in its discretion and on such terms and conditions as it may determine, authorise the payment of any distribution to a non-resident Shareholder in any foreign currency requested by the non-resident Shareholder or determined by the Board at the cost, expense and risk of the non-resident Shareholder in question.

Distributions unclaimed for a period of not less than three years from the date on which such distributions became payable may, at the discretion of the Board, be declared forfeited for the benefit of the Company. Any distributions in the form of monies will be held by the Company in trust in a suitable interest-bearing account, as determined by the Board, in terms of which interest will accrue for the benefit of Shareholders, until lawfully claimed by the relevant Shareholders, subject to the aforegoing, the laws of prescription applicable from time to time or until the Company is wound up.

Subject only to the provisions of any law to the contrary, distributions may be declared either free of or subject to the deduction of income tax and any other tax or duty in respect of which the Company may be chargeable.

Variation of rights

Subject to the Companies Act, the Shareholders may by a special resolution, amend the Company MOI, in order to vary the preferences, rights, limitations and other terms of any issued or unissued Shares.

Despite anything to the contrary in the Company MOI, every issued Share has associated with it an irrevocable right of the Shareholder to vote on any proposal to amend the preferences, rights, limitations and other terms associated with that Share, subject to the variable voting rights applicable to non-resident Shareholders.

90

Transfer of shares

Subject to any applicable restrictions (whether by virtue of the preferences, rights, limitations or other terms associated with the securities in question), any Shareholder or holder of certificated securities may transfer all or any of its certificated securities by instrument in writing in any usual or common form or any other form which the Directors may approve. The instrument of transfer of any certificated security must be signed by the transferor and the transferor will be deemed to remain the shareholder of that certificated security until the name of the transferee is entered in the securities register of the Company.

Every instrument of transfer must be delivered to appointed transfer secretaries of the Company, accompanied by the certificate issued in respect of the certificated securities to be transferred and/or such other evidence as the Company may require to prove the title of the transferor, or its right to transfer the certificated securities.

The Directors may decline to recognise any instrument of transfer unless it is accompanied by the certificate of the certificated securities to which it relates and such other evidence as the Directors may reasonably require to show the right of the transferor to make the transfer and unless the securities transfer tax thereon has been paid.

A transfer of uncertificated securities of the Company must be effected in terms of section 53 of the Companies Act read with the rules of the relevant CSDP.

Disclosure of interests in shares

Section 122(1) of the Companies Act requires a person to notify the Company within three business days if that person acquires a beneficial interest in any class of securities issued by the Company, as a result of which that person holds a beneficial interest amounting to 5% or any whole multiple of 5% of that class of issued securities. A beneficial interest, when used in relation to a company’s securities, means the right or entitlement of a person (through ownership, agreement, relationship or otherwise, alone or together with another person) to (i) receive or participate in any distribution in respect of the company’s securities, (ii) exercise or cause to be exercised, in the ordinary course, any or all of the rights attaching to the company’s securities, or (iii) dispose or direct the disposition of the company’s securities, or any part of a distribution in respect of the securities, but excludes any interest held by a person in a unit trust or collective investment scheme in terms of the Collective Investment Schemes Control Act.

In addition, a person must notify the Company if that person disposes of a beneficial interest in a class of securities of the Company, as a result of which that person no longer holds a beneficial interest in securities amounting to a particular multiple of 5% of the issued securities of that class.

The above requirements apply to a person irrespective of whether (i) the person acquires or disposes of any securities directly or indirectly or individually or in concert with any other person or persons, or (ii) that person holds the stipulated percentage of securities alone, or in aggregate together with any related or inter-related person, and any person who has acted in concert with any person.

The Company must file a notice it receives in terms of section 122 with the Takeover Regulation Panel and report the information to the holders of the relevant class of securities, unless the notice concerned a disposition of less than 1% of the class of securities. In addition, the JSE Listings Requirements provides that a listed company that has received a notice in terms of section 122 of the Companies Act must, within 48 hours of receipt of such notice, publish the information in the notice on SENS, save in respect of notices received related to a disposal of less than 1% of the relevant class of securities.

Issues of Shares

The Board may, subject to the applicable provisions of the Companies Act and the JSE Listings Requirements, resolve to issue Shares of the Company at any time, within the classes and to the extent that those Shares have been authorised by or in terms of the Company MOI.

The Board shall have the authority, as contemplated in section 47 of the Companies Act, to:

• approve the issuing of any authorised Shares as capitalisation Shares on a pro rata basis to the Shareholders of one or more classes of Shares;

• issue Shares of one class as capitalisation shares in respect of Shares of another class; or

• resolve to permit Shareholders to elect to receive a cash payment in lieu of a capitalisation Share, provided that the Board may not resolve to do so unless it (i) has considered the solvency and liquidity test, as required by section 46 of the Companies Act, on the assumption that every such Shareholder would elect to receive cash, and (ii) is satisfied that the Company would satisfy the solvency and liquidity test immediately upon the completion of the distribution.

Unless Shareholder approval is required in terms of the Companies Act or the JSE Listings Requirements, the Board has the authority to issue securities without Shareholder approval. In terms of the Companies Act, Shareholder approval is required for an issue of more than 30% of the existing securities or an issue to Directors. In terms of the JSE Listings Requirements, Shareholder approval is required in respect of issues of shares for cash, whether as a general or specific authority, as contemplated in the JSE Listings Requirements.

91

Any proposed issue of equity securities in the Company will be subject to pre-emptive rights of the Shareholders who already hold issued securities in the class of equity securities proposed to be issued, as set out in the Company MOI, save in relation to an acquisition of assets and other instances outlined in the Company MOI.

General meetings

The Company shall convene annual general meetings of its Shareholders from time to time in accordance with the provisions of the Companies Act and the JSE Listings Requirements. The Board, or any prescribed officer or Shareholder of the Company authorised by the Board, is further entitled to call a Shareholders’ meeting at any time.

The Board may determine the location of any Shareholders’ meeting, and the Company may hold any meeting in South Africa or in any foreign country.

A notice of a Shareholders’ meeting must be delivered at least 15 business days before the date on which the meeting is to begin to the Shareholders, the auditors of the Company and, if expressly required in terms of an instrument appointing a proxy, to the proxy or proxies of a Shareholder. A meeting may be called on a shorter period of notice if every person who is entitled to exercise voting rights in respect of any item on the meeting agenda is present at the meeting and votes to waive the required minimum notice of the meeting.

The accidental omission to give notice of any meeting to any particular Shareholder or Shareholders shall not invalidate any resolution passed at any such meeting.

A Shareholders’ meeting may not begin until:

• at least three Shareholders are present at the meeting; and

• sufficient Shareholders are present at the meeting (or represented by proxy) to exercise, in aggregate, at least 25% of all the voting rights that are entitled to be exercised in respect of at least one matter to be decided at the meeting.

A matter to be decided at the Shareholders’ meeting may not begin to be considered unless sufficient Shareholders are present (or represented by proxy) at the meeting to exercise, in aggregate at least 25% of all the voting rights that are entitled to be exercised on that matter at the time the matter is called on the agenda.

Directors’ appointments, retirements and removals

The Board shall comprise not less than four and not more than 20 Directors.

The Shareholders shall be entitled at a general meeting of the Company to elect all of the Directors (and their alternates) for the time being and from time to time, by a separate ordinary resolution with respect to each such Director and each alternate. The Shareholders further have the right to nominate persons for appointment as Directors; but no individual Shareholder has a direct appointment right.

The Board has the power to appoint Directors (i) to fill a casual vacancy (being a vacancy on the Board which does not amount to the number of Directors, being less than the minimum number of Directors prescribed in terms of the Company MOI), or (ii) as an addition to the Board, provided that, such appointment must be confirmed by the Shareholders at the next annual general meeting.

The elected Directors shall rotate as follows:

• at the first annual general meeting of the Company, all the elected Directors shall retire from office, and at each subsequent annual general meeting (or other general meeting held on an annual basis) one third of the non-executive Directors for the time being, or if their number is not three or a multiple of three, the number nearest to one third, but not less than one third, shall retire from office;

• if an elected Director is appointed as CEO, CFO or as an employee of the Company in any other capacity, the contract under which he is appointed may provide that he shall not, while he continues to hold that position or office, be subject to retirement by rotation and he shall not, in such case, be taken into account in determining the rotation or retirement of Directors;

• the elected Directors to retire in every year shall be those who have been longest in office since their last election, but as between persons who were elected as Directors on the same day, those to retire shall, unless they otherwise agree among themselves, be determined by lot;

• life directorships and directorships for an indefinite period are not permitted;

• a retiring Director shall act as a Director throughout the meeting at which he or she retires and may be re-elected, provided that such Director is eligible; and

• the Shareholders of the Company, at the general meeting at which any Director retires in the above manner, or at any other general meeting, may fill the vacancy by electing a person thereto.

92

A Director may also hold any other office in the Group other than that of auditor, and may also hold office as Director or manager of, or in any other capacity, in any other company in which the Company is a shareholder or is otherwise interested. Such a Director will not be liable to account to the Company for any remuneration or other benefits receivable by him from such other company. The appointment of a Director in any other capacity and his remuneration must be determined by a disinterested quorum of Directors.

Alternate Director

The Shareholders shall be entitled to elect the alternates for Directors at a general meeting of the Company where those Directors are elected, by a separate ordinary resolution with respect to each such alternate. If the Shareholders do not elect an alternate with respect to any Director, the Board shall be entitled to appoint such alternate(s). Such alternate may not be a person previously proposed to the Shareholders as an alternate or as a Director but who was not elected by the Shareholders when put to the vote.

Directors’ meetings

Save to the extent provided otherwise in the Company MOI, the Directors may meet together for the despatch of business, adjourn and otherwise regulate their meetings as they think fit.

The Directors may elect a chairperson and lead independent Director and determine the period for which each is to hold office. If more than one lead Director is elected, the Directors shall, upon their election, determine the order of their seniority. At any meeting of Directors the chairperson of the Board, or if he is not present or willing to act as such, the most senior lead Director present and willing to act as such, shall act as chairperson. If no chairperson or lead Director has been elected, or is present and willing to act as such, the Directors present at any Directors’ meeting shall choose one of their number to be chairperson of the meeting.

In addition to the provisions of the Companies Act, any Director shall at any time be entitled to call a meeting of the Directors.

The quorum requirement for a meeting of Directors (including an adjourned meeting) shall be a majority of the total number of Directors.

Each Director has one vote on a matter before the Board.

A majority of the votes cast on a resolution is sufficient to approve that resolution and, in the case of a tied vote, the chairperson shall not have a casting vote and the matter being voted on fails.

A resolution that could be voted on at a Board meeting may instead be submitted for consideration to each Director and voted on in writing by Directors entitled to exercise voting rights on that matter. Such a resolution will have been adopted if it has been supported in writing by the requisite majority of the Directors in person who are entitled to exercise voting rights on the resolution proposed, and, if so adopted, such a resolution will have the same effect as if it had been adopted at a Board meeting.

Directors’ interests in contracts

If a Director has a personal financial interest (as contemplated in section 75 read with section 1 of the Companies Act, being a material direct economic interest) in respect of a matter to be considered at a meeting of the Board, or knows that a related person has a personal financial interest in the matter, that Director must disclose the interest and its general nature before the matter is considered at the meeting. The Director must further disclose to the meeting any material information relating to the matter, and known to the Director and may disclose any observations or pertinent insights relating to the matter if requested to do so.

A Director must, if present at a meeting, leave the meeting immediately after making any disclosure of a personal financial interest that the Director or a related person of the Director has and must not take part in the consideration of the matter. While absent from the meeting, the Director will be regarded as being present at the meeting for the purpose of determining whether sufficient Directors are present to constitute the meeting, but will not be regarded as being present at the meeting for the purpose of determining whether a resolution has sufficient support to be adopted.

Such a Director must not execute any document on behalf of the Company in relation to the matter unless specifically requested or directed to do so by the Board.

Directors’ fees and expenses

The Company may pay remuneration to the Directors for their service as Directors in accordance with a special resolution approved by the Shareholders within the previous two years.

The Directors shall be paid all their travelling and other expenses properly and necessarily incurred by them in and about the business of the Company (including in relation to attending meetings of the Directors or of Committees thereof). If any Director is required to perform extra services or to reside abroad or shall be specifically occupied

93

about the Company’s business, he shall be entitled to receive such remuneration, which may be either in addition to or in substitution for any other remuneration, as is determined by a disinterested quorum of the Board.

Directors’ liabilities

The Company shall be entitled, to the extent permitted in terms of the Companies Act, to advance expenses to a Director and/or directly or indirectly indemnify a Director in respect of the defence of legal proceedings arising out of the Director’s service to the Company and to indemnify a Director in respect of any liability. The Company may further purchase insurance to protect a Director against any liability or expenses for which the Company is permitted to indemnify a Director or to protect the Company against any contingency, including any liability for which it may indemnify a Director and any expenses that it is permitted to advance to a Director or for which it is permitted to indemnify a Director.

The same applies, mutatis mutandis, in respect of any former Director, prescribed officer or member of any committee of the Board, including the Audit Committee.

Borrowing powers

The Directors may from time to time exercise all of the powers of the Company to borrow for the purposes of the Company such sums as they think fit and to secure the payment or repayment of any such sums, or any other sum, as they think fit, whether by the creation and issue of any securities, mortgage or charge upon all or any of the property or assets of the Company.

Mandatory takeover bids, squeeze-out and sell-out rules

The Company will be subject to the provisions of Chapter 5 of the Companies Act (which regulates fundamental transactions, takeovers and offers) and the Takeover Regulations, including the provisions regarding mandatory offers, compulsory acquisitions and squeeze outs.

Under section 123 of the Companies Act, if (i) the Company re-acquires any of its voting securities (in terms of a repurchase or a scheme of arrangement) or a person acting alone has (or 2 or more related or inter-related persons, or 2 or more persons acting in concert, have) acquired a beneficial interest in voting rights attached to any securities issued by the Company, such that (ii) before that acquisition a person was (or persons, as contemplated, were) able to exercise less than 35% of the voting rights attached to securities of the Company; and (iii) as a result of that acquisition, together with any other securities of the Company already held by the person (or persons), they are able to exercise at least 35% of all the voting rights attached to securities of the Company, then, within one business day after the date of the acquisition, the person(s) in whom the voting rights vest must give notice to the holders of the remaining securities, offering to acquire any such remaining securities. A written offer to acquire the remaining securities on terms determined in accordance with the Companies Act and the Takeover Regulations must be delivered to the holders of the remaining securities within one month after the notice.

Under section 124(1) of the Companies Act, if, within four months after the date of an offer for the acquisition of any class of securities of the Company, that offer has been accepted by the holders of at least 90% of that class of securities, other than any such securities held before the offer by the offeror, a related or inter-related person, or such persons acting in concert, or a nominee or subsidiary of any such person or persons, then within two months, the offeror may notify the holders of the remaining securities of the class and after giving notice, the offeror is entitled, and bound, to acquire the securities concerned on the same terms that applied to securities whose holders accepted the original offer. Within 30 days after receiving such a notice, a person may apply to court for an order that the offeror is not entitled to acquire the applicant’s securities of that class or imposing conditions of acquisition different from those of the original offer.

If an offer for the acquisition of any class of securities of the Company results in the acquisition by the offeror or a nominee or subsidiary of the offeror, or a related or inter-related person of any of them, individually or in aggregate, of sufficient securities of that class such that, together with any other securities of that class already held by that person, or those persons in aggregate, they then hold at least 90% of the securities of that class, then the offeror must notify the holders of the remaining securities of the class that the offer has been accepted to that extent and within three months after receiving such a notice, a person may demand that the offeror acquire all of the person’s securities of the class concerned. The offeror will be entitled, and bound, to acquire the securities concerned on the same terms that applied to securities whose holders accepted the original offer.

The Company’s securities will also be subject to the comparable and partial offer procedures in the Companies Act. Under section 125(2) of the Companies Act, if (i) the Company re-acquires any of its voting securities of a particular class or one or more particular classes (in terms of a repurchase or a scheme of arrangement) and, as a result, a person or a number of related persons hold securities of the Company entitling the person or persons to exercise more than 35% of the general voting rights associated with all the issued securities of the Company, or (ii) a person acting alone, or two or more persons acting in concert, make an offer for any securities of the Company, which, if accepted, could result in a person, or a number of related or inter-related persons holding securities of the Company entitling the person or persons to exercise more than 35% of the general voting rights associated with all issued

94

securities of the Company, that person or those persons acting in concert must make a comparable offer to acquire securities of each class of issued securities of the Company.

Fundamental transactions

The Company will further be subject to the provisions of Chapter 5 of the Companies Act, which regulate fundamental transactions. The fundamental transactions provided for in Part A of Chapter 5 comprise (i) a disposal of all or the greater part of the assets or undertaking of a company, (ii) an amalgamation or merger, and (iii) a scheme of arrangement.

The Company may only dispose of, or give effect to an agreement or series of agreements to dispose of, all or the greater part of its assets or undertaking or implement an amalgamation or a merger or scheme of arrangement, if the transaction has been approved by a special resolution of the Shareholders in compliance with section 115 of the Companies Act.

Despite a special resolution having been adopted, a fundamental transaction will require court approval if the resolution approving it was opposed by at least 15% of voting rights exercised on the resolution and any person who voted against the resolution demands (within five business days after the vote) that the Company seeks court approval, or, alternatively, where the court grants leave to a person who voted against the resolution to apply for a review of the transaction. If a resolution requires approval by a court, the Company must either apply to the court for approval, bearing the costs of the application, or treat the resolution as a nullity. The court may set aside such a resolution only if it is manifestly unfair to any class of holders of the Company’s securities or if the vote was materially tainted by conflict of interest, inadequate disclosure, failure to comply with the Companies Act, the Company MOI or any applicable rules of the Company or any other significant and material procedural irregularity.

In addition, an amalgamation or merger must comply with the requirements under section 113 of the Companies Act, in terms of which (i) the amalgamating or merging parties must enter into a written agreement which sets out the terms and means of effecting the amalgamation or merger and other prescribed matters, (ii) the Board and the board of every other amalgamating or merging company must reasonably believe that each proposed amalgamated or merged company will satisfy the solvency and liquidity test upon implementation of the amalgamation or merger agreement, and (iii) a notice of the amalgamation or merger must be given to every known creditor of the Company.

A scheme of arrangement must comply with the further requirements under section 114 of the Companies Act, in terms of which the Company will be required to appoint an independent expert, who satisfies the requirements in the Companies Act, to prepare a report on the scheme of arrangement to the Board and cause the report to be distributed to all the Shareholders. A scheme of arrangement includes any arrangement between the Company and the holders of any class of its securities, by way of, inter alia, (i) a consolidation of securities of different classes, (ii) a division of securities into different classes, (iii) an expropriation of securities from the holders, (iv) exchanging of any of its securities for other securities, (v) a re-acquisition by the Company of its securities, or (vi) a combination of these methods.

In the event of a disposal of all or the greater part of the assets or undertaking of the Company, the assets must be fairly valued, as calculated in the prescribed manner, as set out in section 112 of the Companies Act.

As long as the Company is a public company it will be a regulated company for purposes of Chapter  5 of the Companies  Act and the Takeover Regulations. As a regulated company, the Company may not implement any fundamental transaction as contemplated above, unless the Takeover Regulation Panel has issued a compliance certificate in respect of the transaction in terms of section 119(4)(b) of the Companies Act or exempted the transaction in terms of section 119(6) of the Companies Act.

Shareholder appraisal rights

If a special resolution to enter into a fundamental transaction, as contemplated above, or to amend the Company MOI is adopted, the holder of any voting rights in the Company is entitled to seek relief in terms of section 164 of the Companies Act if that person (i) notified the Company in advance of the Shareholder’s intention to oppose the resolution, (ii) was present at the meeting and voted against that resolution, and (iii) in the case of a resolution amending the Company MOI, holds shares of a class that is materially and adversely affected by the amendment. If a Shareholder complies with the aforementioned requirements and all the procedural requirements, the Shareholder may demand that the Company pay the Shareholder the fair value for all the shares of the Company held by that Shareholder in accordance with section 164 of the Companies Act.

Special resolutions

In terms of section 65(11) of the Companies Act, the Company requires the prior approval of the Shareholders by way of special resolution to:

• amend the Company MOI, to the extent required by the Companies Act, and to ratify a consolidated revision of the Company MOI;

95

• ratify actions by the Company or the Board in excess of their authority;

• issue shares or securities or grant rights in certain circumstances;

• authorise the Board to grant financial assistance as contemplated in sections 44 and 45 of the Companies Act;

• approve a decision of the Board for a re-acquisition of the Company’s shares if (i) any shares are to be acquired by the Company from a Director or prescribed officer, or a person related to a Director or prescribed officer, and (ii) considered alone or together with other transactions in an integrated series of transactions, it involves the acquisition by the Company of more than 5% of the issued shares of any particular class of the Company’s shares;

• authorise the basis for compensation to the Directors;

• approve the voluntary winding up of the Company;

• approve an application to transfer the registration of the Company to a foreign jurisdiction;

• approve any proposed fundamental transaction, to the extent required by Part A of Chapter 5 of the Companies Act; or

• revoke a resolution that gave rise to Shareholders’ appraisal rights under section 164.

For a special resolution to be approved, it must be supported by at least 75% of the voting rights exercised on the resolution.

INFORMATION ON THE MAJOR SUBSIDIARIES

Details of the Company’s Major Subsidiaries are set out in Annexe 13 to this Pre-listing Statement.

PRINCIPAL IMMOVABLE PROPERTIES HELD OR OCCUPIED

Details of the principal immovable properties held, occupied or leased by the Company and its Major Subsidiaries are set out in Annexe 14 to this Pre-listing Statement. None of the Directors has any material interest in any of the immovable properties held, occupied or leased by the Company and its Major Subsidiaries.

PROPERTY ACQUIRED OR TO BE ACQUIRED

Other than as envisaged in terms of the Restructure (and in particular as envisaged in the Share for Share Agreement between the Company and MIHH, as more fully set out in Annexe 17 to this Pre-listing Statement), there were no material acquisitions of property by the Company or its Major Subsidiaries or by any subsidiary where the acquisitions were material to the Company in the three years preceding the date of this Pre-listing Statement as envisaged in 7.D.9 of the JSE  Listings Requirements. As at the date of this Pre-listing Statement there are no proposed material acquisitions by the Company or its Major Subsidiaries or any other subsidiary where the acquisition will be material to the Company of any property (as envisaged in the JSE Listings Requirements), and there are no options to acquire any such property.

For further information on acquisitions by the Group, please see the Combined Historical Financial Information of the Group set out in Annexe 1 to this Pre-listing Statement.

DISPOSAL OF PROPERTY

There have been no disposals of material property by the Company, the Major Subsidiaries or any subsidiary where the disposal was material to the Company in the three years preceding the date of this Pre-listing Statement as envisaged in 7.D.10 of the JSE Listings Requirements. As at the date of this Pre-listing Statement, there are no proposed disposals by the Company, the Major Subsidiaries or any subsidiary where the disposal will be material to the Company of any material property (as envisaged in the JSE Listings Requirements) and there are no options to dispose of any such property.

THIRD-PARTY MANAGEMENT

The Group outsources and procures certain functions and services externally to and from third parties. The Group’s business, or any part of it, is, however, not managed, or proposed to be managed, by any third party under a contract of management.

MATERIAL COMMITMENTS

Other than disclosed in the Combined Historical Financial Information and the Condensed Combined Interim Financial Information (Annexe 1 and Annexe 3 to this Pre-listing Statement, respectively) or discussed in “Part XI – Management’s Discussion and Analysis of Financial Condition and Results of Operations” including in particular, in relation to sports rights and service contracts (and related guarantees), there are no material commitments of the Group as at the Last Practicable Date. No portion of these commitments relates to commitments authorised but not contracted for.

96

MATERIAL CONTINGENT LIABILITIES

Other than disclosed in the Combined Historical Financial Information and the Condensed Combined Interim Financial Information (Annexe 1 and Annexe 3 to this Pre-listing Statement, respectively), there are no material contingent liabilities of the Company and the Group as at the Last Practicable Date.

FINANCIAL INFORMATION

The Combined Historical Financial Information

The Combined Historical Financial Information as at and for the years ended 31 March 2016 2017 and 2018 is set out in Annexe 1 to this Pre-listing Statement. The Combined Historical Financial Information should be read together with the Independent Reporting Account’s Reports thereon as set out in Annexe 2.a and Annexe 2.b to this Pre-listing Statement.

Condensed Combined Interim Financial Information

The Condensed Combined Interim Financial Information of the Group for the six months ended 30 September 2018 and 2017 is set out in Annexe 3 to this Pre-listing Statement.

The Condensed Combined Interim Financial Information should be read together with the Independent Reporting Accountant’s Report thereon as set out in Annexe 4 to this Pre-listing Statement.

The Incorporation Financial Information

The Incorporation Financial Information as at 4 September 2018 (the date of incorporation of the Company) is set out in Annexe 5 to this Pre-listing Statement.

The Incorporation Financial Information should be read together with the Independent Reporting Accountant’s Report thereon as set out in Annexe 6 to this Pre-listing Statement.

The Pro Forma Financial Information of the Group

The Pro Forma Financial Information of the Group, the preparation of which is the responsibility of the Directors, is set out in Annexe 7 to this Pre-listing Statement.

The Pro Forma Financial Information of the Group should be read in conjunction with the Independent Reporting Accountants’ Report thereon set out in Annexe 8 to this Pre-listing Statement.

The Pro Forma Financial information is prepared in accordance with the JSE Listings Requirements, the Guide on Pro Forma Financial Information issued by the South African Institute of Chartered Accountants using policies that comply with IFRS and that are consistent with those that apply to the results of the Group for the year ended 31 March 2018 and interim results for the six months ended 30 September 2018.

The Pro Forma Financial Information of the Group has been prepared for illustrative purposes only and because of its nature it may not fairly present the Group’s financial position, changes in equity and results of operations or cash flows, or the effect and the impact of the Restructure, Unbundling and Admission on the Group going forward.

The table below sets out the pro forma financial effects of the Restructure, Unbundling and Admission of MultiChoice Group Limited:

A B C

Before1

(Cents’million)

Before(After issue

of shares)(cents)2

Pro Forma after the

Restructure,Unbundling

and Admission(cents)3

(C–B)% change

Basic and diluted earnings per share4 34 740 79 (305) (486)Basic and diluted headline earnings per share4 34 424 78 (306) (492)Net asset value per share4 856 200 1951 1 836 (6)Net tangible asset value per share4 305 200 695 580 (17)Weighted average number of shares in issue (actual) 1 438 837 468 438 837 468 –Number of shares in issue (actual) 1 438 837 468 438 837 468 –

97

Notes:

The “Before” column is based on the reviewed condensed combined financial results of MultiChoice Group Limited for the six months ended 30 September 2018.

1 The “Before (After issue of shares)” column is based on the number of Shares issued after the allotment of 438 837 467 shares that occurred on 29 November 2018. The transfer of the video entertainment Business was effective on 28 September 2018, with the issue of Shares in settlement thereof occuring on 29 November 2018.

2 The “Pro forma after the Restructure, Unbundling and Admission” column reflects the impact of the pro forma adjustments on the Company as a consequence of the Restructure, Unbundling and Admission.

3 The effects on earnings, diluted earnings, headline earnings and diluted headline earnings per Share are calculated on the basis that the Restructure, Unbundling and Admission were effective on 1 April 2018, while the effects on net asset value and net tangible asset value per Share are calculated on the basis that the Restructure, Unbundling and Admission were effective 30 September 2018 for purposes of presenting the pro forma financial effects thereof on the Company.

4 The detailed notes and assumptions to the financial effects are presented with the pro forma condensed combined interim financial position and the pro forma condensed combined income statement contained in Annexe 7 to this Pre-listing Statement. The Independent Reporting Accountants’ limited assurance report on the pro forma financial information is included in Annexe 8 to this Pre-listing Statement.

Independent Reporting Accountant’s Confirmation

The independent reporting accountants have provided confirmation to the JSE that they have reviewed this Pre-listing Statement and that the contents herein are not contradictory to any of the information contained in any of their reports issued for JSE purposes.

LEASE PAYMENTS

Other than as set out in the Combined Historical Financial Information and Condensed Combined Interim Financial Information (Annexe 1 and Annexe 3 to this Pre-listing Statement, respectively), there are no material lease payments payable by the Company as at the Last Practicable Date.

LOAN CAPITAL AND MATERIAL LOANS

Details of the material borrowings of the Group as at the Last Practicable Date are set out in Annexe 15 to this Pre-listing Statement.

The Company has no debentures in issue as at the date of this Pre-listing Statement as at the Last Practicable Date. No restrictive funding arrangements have been entered into by the Company, its Major Subsidiaries, or by any subsidiaries where such restrictive funding arrangements are material to the Company.

Neither the Company nor any of its subsidiaries has any material loans receivable outstanding as at the date of this Pre-listing Statement.

No loans have been made or security furnished by the Company to or for the benefit of any Director or manager as at the date of this Pre-listing Statement.

Details of material inter-company balances before elimination on consolidation as at the Last Practicable Date are set out in Annexe 15 to this Pre-listing Statement. Other than the inter-company balances set out in Annexe 15 or otherwise envisaged in the Condensed Combined Historical Financial Information and the Condensed Combined Interim Financial Information, there are no material inter-company financial or other transactions as at the Last Practicable Date.

INTERESTS OF ADVISERS AND PROMOTERS AND AMOUNTS PAID OR PAYABLE TO PROMOTERS

As at the Last Practicable Date, none of the advisers, as set out in “Part I – Corporate Information” on page 7 of this Pre-listing Statement, holds any Shares or has agreed to acquire any Shares.

The Group has not paid any amount and no amount (in cash or otherwise) is payable to any promoters (not being a Director or officer of the Company) or to any partnership, syndicate or other association of which the promoter was a member during the three years preceding the date of this Pre-listing Statement.

No promoter, Director or officer of the Company has any beneficial interest, direct or indirect, in the Joint Financial Advisers.

LITIGATION

There are no legal or arbitration proceedings including any such proceedings that are pending or threatened of which the Company is aware, that may have, or have had in the recent past, being at least the previous 12 months preceding the Last Practicable Date, a material effect on the Group’s financial position. For further information on legal and regulatory matters and related developments and considerations, see “Part IV – Risk Factors” of this Pre-listing Statement.

98

Notwithstanding the above, the Group believes that the following litigation is of a significant nature, being of either potential reputational risk or where the quantum involved is in excess of USD10  million. Litigation is subject to uncertainty, however, the Group has been advised that it has reasonable prospects of success, valid defences to the pending litigation against it, as well as valid bases for appeal in the event of adverse verdicts. The Group may, however, enter into settlement discussions in particular matters if it believes that it is in the Group’s best interests to do so.

• MultiChoice Nigeria Limited vs Federal Republic of Nigeria

This matter relates to an application brought by the Federal Republic of Nigeria (“FRN”) on behalf of the Consumer Protection Council against MultiChoice Nigeria Limited (“MCN”), in terms of which the FRN has sought an order to reverse an increase in DStv subscription prices. MCN has filed an appeal and a motion for stay of execution of the judgement of the court, pending such appeal. A further hearing date is awaited.

• Tanzania Communications Regulatory Authority

MultiChoice Tanzania (“MCT”) has filed an application to stay the Tanzania Communications Regulatory Authority’s (“TCRA”) directive to remove FTA channels from pay-TV services. In addition, an appeal with the Fair Competition Tribunal was filed. A hearing date is awaited. An injunction application has also been filed seeking to bar TCRA from issuing further notices and penalising MCT.

• Zimbabwe Revenue Authority vs MultiChoice Africa

The Zimbabwe Revenue Authority launched an investigation into MultiChoice Africa and claimed payment for gross taxes, penalties and interest in relation to certain matters. MultiChoice Africa filed an objection to the claim and subsequently appealed the corporate tax and value-added tax determinations, which appeals were rejected by the tax court. MultiChoice Africa has appealed the value-added tax and corporate tax decisions in the Supreme Court. A hearing date is awaited.

• Pinnacle Communications Limited vs MCN

Pinnacle Communications Limited has alleged that various DTT broadcast licences (including of MCN) had been awarded without due process and instituted a claim seeking consequential financial losses and the cancellation of the DTT broadcast licences of MCN as against MCN and two other defendants. The matter has been postponed on several occasions and was adjourned to 22 November 2018 for hearing of pending applications.

• MCN vs Musical Copyright Society of Nigeria

MCN has filed an appeal, challenging a judgement in favour of the Musical Copyright Society of Nigeria (“MCSN”) regarding the payment of royalties to MCSN for material used in programming on the DStv bouquets. Various applications are due to be heard and a date for the hearing of the appeal will be allocated in due course.

• MultiChoice Africa vs Intelvision Network Limited and Intelvision Limited

MultiChoice Africa terminated an agency agreement with Intelvision Network Limited and Intelvision Limited (“Intelvision”) for subscriber management services. Intelvision continued to broadcast DStv channels in the Seychelles, resulting in MultiChoice Africa filing a suit claiming (among other relief) damages of USD24 million. Several interlocutory applications are pending and a trial date will be allocated in due course.

MATERIAL CONTRACTS

Annexe  17 to this Pre-listing Statement sets out details of material contracts as contemplated in the JSE Listings Requirements entered into by the Company, its Major Subsidiaries, or by any subsidiaries where such contracts are material to the Company.

Other than as envisaged in the Combined Historical Financial Information and Condensed Combined Interim Financial Information (Annexe 1 and Annexe 3 to the Pre-listing Statement, respectively) and in ordinary course of Business, there are no existing or proposed contracts relating to royalties payable by the Company or its Major Subsidiaries.

Save in respect of certain jurisdictions in which the Company appoints certain service providers, in the ordinary course of business, to provide company secretarial services, there are no existing or proposed contracts relating to secretarial fees payable by the Company or its Major Subsidiaries.

There are no existing or proposed contracts relating to technical fees payable by the Company or its Major Subsidiaries.

GOVERNMENT PROTECTION AND INVESTMENT ENCOURAGEMENT LAWS

The Group does not benefit from any government protection or investment encouragement law affecting its business. In this regard, the Company notes that concerns were raised about its relationship with the proprietor of the ANN7 news channel and the manner in which the Company lobbied the Minister of Communications. Following consideration of the matter, the Company’s Audit and Risk Committees concluded that there was no corruption in respect of its relationship with the proprietor of the ANN7, payments in respect thereof, or its lobbying of the Minister of Communications. However, the Audit and Risk Committees concluded that, inter alia, a number of internal procedures should be improved and, in particular, that (i) a due diligence investigation should be compulsory for all new start-up channels and (ii) the Company should formalise its lobbying process. Accordingly, the Company took the following corrective measures:

99

• the Company formulated a policy in respect of which due diligence processes will be conducted in relation to start-up channels;

• management is now required to timeously highlight matters of controversy and reputational risk;

• the Company formulated a formal and compulsory lobbying guideline;

• the ANN7 contract was not renewed upon its expiry; and

• a bidding process was initiated for a replacement local news channel.

WORKING CAPITAL STATEMENT

The Directors are of the opinion that:

• the Company and the Group will be able to pay its debts in the ordinary course of business for a period of 12 months after the date of this Pre-listing Statement;

• the assets of the Company and the Group will exceed the liabilities of the Company and the Group for a period of at least 12 months after the date of this Pre-listing Statement. For this purpose, the assets and liabilities should be recognised and measured in accordance with the accounting policies used in the Company’s latest audited annual financial statements;

• the share capital and reserves of the Company and the Group will be adequate for ordinary business purposes for a period of at least 12 months after the date of this Pre-listing Statement; and

• the working capital of the Company and the Group will be adequate for ordinary business purposes for a period of at least 12 months after the date of this Pre-listing Statement.

MATERIAL CHANGE

There has been no material change in the financial or trading position of the Group since 30 September 2018, the date  of  the Combined Historical Financial Information included in this Pre-listing Statement and the Last Practicable Date.

JSE LISTINGS REQUIREMENTS DISPENSATIONS

JSE Limited has made rulings, granted dispensations and given confirmations in relation to the presentation of the financial information of the Group as set out herein, the Admission of the Shares, and the variable voting rights attaching to the Shares in relation to Foreign Shareholders. In granting dispensation in relation to the variable voting rights attaching to the Shares held by Foreign Shareholders, the JSE Limited required the Company to create awareness of the voting restrictions placed on foreign investors by placing prominent statements in this Pre-listing Statement, all SENS announcements made by the Company, any Shareholder communications, the annual report of the Company and notices of all meetings of Shareholders. For further information in respect of the variable voting structure please see “Part XIII – Incorporation and Share Capital” of this Pre-listing Statement.

EXPENSES

The following table sets out the total estimated expenses paid or payable by the Company in respect of the Admission. Other costs and expenses relating to the Restructure, Unbundling and Admission will be borne by Naspers.

R’000

JSE Admission fees 2 671Document inspection fees 89Transfer Secretaries – Singular Systems Proprietary Limited 168Project Incentive Scheme 11 250Strate fees 4

Total estimated expenses and fees 14 182

The Company has not incurred any preliminary expenses (within the meaning of the JSE Listings Requirements) over the three financial years preceding the Last Practicable Date.

CONSENTS

Citigroup Global Markets Limited, the Joint Financial Adviser to Naspers, has given and has not withdrawn its written consent to the issue of this Pre-listing Statement with the inclusion herein of the references to its name in the form and context in which it appears.

100

Morgan Stanley, the Joint Financial Adviser to Naspers, has given and has not withdrawn its written consent to the issue of this Pre-listing Statement with the inclusion herein of the references to its name in the form and context in which it appears.

PwC, independent reporting accountant and auditor to the Company, has given and has not withdrawn its written consent to (i) the inclusion of its reports in the form and context in which they appear herein and (ii) the issue of this Pre-listing Statement with the inclusion herein of the references to its name in the form and context in which it appears.

RMB, the Sponsor to the Company, has given and has not withdrawn its written consent to the issue of this Pre-listing Statement with the inclusion herein of the references to its name in the form and context in which it appears.

Webber Wentzel, legal adviser to Naspers and the Company, has given and has not withdrawn its written consent to the issue of this Pre-listing Statement with the inclusion herein of the references to its name in the form and context in which it appears.

Singular Systems, transfer secretaries to the Company in South Africa, has given and has not withdrawn its written consent to the issue of this Pre-listing Statement with the inclusion herein of the references to its name in the form and context in which it appears.

DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be available for inspection at the Company’s registered office and the Sponsor’s offices set out in “Part I – Corporate Information” during Business Hours from the date of issue of this Pre-listing Statement until the Admission Date:

• the Company MOI and the memoranda of incorporation of its Major Subsidiaries;

• the Combined Historical Financial Information as of and for the financial years ended 31  March  2018, 31 March 2017 and 31 March 2016, the Condensed Combined Interim Financial Information for the six months ended 30 September 2018 and the Incorporation Financial Information of the Company;

• the reports of the auditors and independent reporting accountants dated 16 January 2019, which are included as Annexe 2.a, Annexe 2.b, Annexe 4, Annexe 6, Annexe 8 and Annexe 9 to this Pre-listing Statement;

• a signed copy of this Pre-listing Statement;

• the written consents of each of the legal adviser, the auditor and independent reporting accountant, the Joint Financial Advisers and Sponsor named in this Pre-listing Statement to act in those capacities;

• the written consent of the auditors and independent reporting accountants to the publication of their reports included as Annexe 2, Annexe 4 and Annexe 6 to this Pre-listing Statement and references thereto in the form and context in which they are included in this Pre-listing Statement;

• copies of the material contracts referred to in “Material contracts” above – Annexe 17;

• copies of the Company Share Plans; and

• summaries of the service agreements referred to in Annexe 11 to this Pre-listing Statement.

Signed at Johannesburg on behalf of the Company in terms of a resolution by the Directors.

By order of the Board

Mawela, Calvo Phedi(CEO)

Patel, Mohamed Imtiaz(Chairperson)

15 January 2019

101

Annexe 1

COMBINED HISTORICAL FINANCIAL INFORMATION

COMBINED STATEMENT OF FINANCIAL POSITIONas at 31 March 2018, 2017 and 2016

Notes

31 March

2018AuditedZAR’m

2017Reviewed

ZAR’m

2016Reviewed

ZAR’m

ASSETSNon-current assets 24 101 27 003 24 274

Property, plant and equipment 17 17 585 20 732 17 534Goodwill and other intangible assets 22 4 190 4 054 5 056Investments and loans 25 123 263 347Amounts due from related parties 27 1 191 572 5Derivative financial instruments 11 – 27 5Deferred taxation 9 1 012 1 355 1 327

Current assets 14 477 16 274 17 987

Inventory 19 461 605 1 182Programme and film rights 18 4 910 3 660 3 921Trade and other receivables 20 4 827 4 852 4 860Amounts due from related parties 27 139 156 264Derivative financial instruments 11 96 78 722Cash and cash equivalents 21 4 044 6 545 6 898Assets classified as held-for-sale 24 – 378 140

TOTAL ASSETS 38 578 43 277 42 261

EQUITY AND LIABILITIESEquity reserves attributable to the Group’s equity holders (4 650) (12 878) (13 482)

Share capital 26 – – –Other reserves (7 156) (9 721) (13 779)Contributions from parent 2 506 (3 157) 297

Non-controlling interests (1 343) (1 037) 46

TOTAL EQUITY (5 993) (13 915) (13 436)

Non-current liabilities 28 526 40 013 37 743

Capitalised finance leases 11 12 784 15 325 11 376Long-term loans and other liabilities 11 189 177 439Amounts due to related parties 11 15 000 24 175 25 637Derivative financial instruments 11 404 71 66Deferred taxation 9 149 265 225

Current liabilities 16 045 17 179 17 954

Capitalised finance leases 11 819 856 943Programme and film rights 11 2 206 2 686 2 911Provisions 15 169 257 163Accrued expenses and other current liabilities 14 11 430 12 036 13 331Amounts due to related parties 11 316 399 482Derivative financial instruments 11 1 105 728 109Liabilities classified as held-for-sale 24 – 217 15

TOTAL EQUITY AND LIABILITIES 38 578 43 277 42 261

The accompanying notes are an integral part of the combined historical financial information.

102

COMBINED INCOME STATEMENTfor the years ended 31 March 2018, 2017 and 2016

Notes

31 March

2018AuditedZAR’m

2017Reviewed

ZAR’m

2016Reviewed

ZAR’m

Revenue 5 47 452 47 708 46 797Cost of providing services and sale of goods 6 (27 588) (27 843) (25 099)Selling, general and administration expenses 6 (13 058) (14 119) (12 274)Other operating losses – net 7 (425) (208) (228)

Operating profit 6 381 5 538 9 196Interest received 12 699 476 203Interest paid 12 (1 548) (1 726) (1 396)Other finance income/(costs) – net 12 699 (2 951) (1 020)Share of equity-accounted results (97) (76) (80)Other gains – net 7 113 84 47

Profit before taxation 6 247 1 345 6 950Taxation 8 (3 709) (2 877) (3 064)

Profit/(loss) for the year 2 538 (1 532) 3 886

Attributable to:Equity holders of the Group 1 456 (2 432) 2 756Non-controlling interests 1 082 900 1 130

2 538 (1 532) 3 886

Basic and diluted earnings/(loss) per ordinary share (ZAR cents) 4 332 (554) 628

The accompanying notes are an integral part of the combined historical financial information.

103

COMBINED STATEMENT OF COMPREHENSIVE INCOMEfor the years ended 31 March 2018, 2017 and 2016

31 March

2018AuditedZAR’m

2017Reviewed

ZAR’m

2016Reviewed

ZAR’m

Profit/(loss) for the year 2 538 (1 532) 3 886Other comprehensive incomeForeign currency translation reserve* 4 607 6 385 (5 365)

Exchange gain arising on translating the net assets of foreign operations 4 607 6 385 (5 365)

Fair-value losses* (47) (17) 156

Fair-value losses on available-for-sale investments (47) (17) 156

Hedging reserve* (413) (557) (38)

Net movement in hedging reserve (565) (701) (84)Net tax effect of movements in hedging reserve 152 144 46

Total other comprehensive income, net of tax, for the year 4 147 5 811 (5 247)

Total comprehensive income for the year 6 685 4 279 (1 361)

Attributable to:Equity holders of the Group 5 077 2 826 (2 254)Non-controlling interests 1 608 1 453 893

6 685 4 279 (1 361)

* These components of other comprehensive income may subsequently be reclassified to the income statement during future reporting periods.

The accompanying notes are an integral part of the combined historical financial information.

104

COMBINED STATEMENT OF CHANGES IN EQUITYfor the years ended 31 March 2018, 2017 and 2016

Sharecapital

number ofshares’m

Otherreserves*

ZAR’m

Contribu-tions

from parentZAR’m

Non-controlling

interestsZAR’m

TotalZAR’m

Balance at 1 April 2015 – (8 412) 2 548 585 (5 279)Total comprehensive loss for the year – (5 010) 2 756 893 (1 361)

Profit for the year – – 2 756 1 130 3 886Total other comprehensive income for the year – (5 010) – (237) (5 247)

Share-based compensation movement – – 31 – 31Foreign exchange movements on equity reserves – (357) – (12) (369)Dividends declared – – (5 038) (1 420) (6 458)

Balance at 31 March 2016 – (13 779) 297 46 (13 436)

Balance at 1 April 2016 – (13 779) 297 46 (13 436)Total comprehensive income for the year – 5 258 (2 432) 1 453 4 279

Loss for the year – – (2 432) 900 (1 532)Total other comprehensive income for the year – 5 258 – 553 5 811

Other movements – – (449) – (449)Share-based compensation movement – – 57 – 57Transactions with non-controlling shareholders – – (19) (35) (54)Foreign exchange movements on equity reserves – (1 200) – (1 115) (2 315)Contribution from parent** – – 4 664 – 4 664Dividends declared – – (5 275) (1 386) (6 661)

Balance at 31 March 2017 – (9 721) (3 157) (1 037) (13 915)

Balance at 1 April 2017 – (9 721) (3 157) (1 037) (13 915)Total comprehensive income for the year – 3 621 1 456 1 608 6 685

Profit for the year – – 1 456 1 082 2 538Total other comprehensive income for the year – 3 621 – 526 4 147

Other movements – – – – –Share-based compensation movement – – 75 – 75Transactions with non-controlling shareholders – – 76 (79) (3)Foreign exchange movements on equity reserves – (1 056) – (443) (1 499)Contribution from parent** – – 9 409 – 9 409Dividends declared – – (5 353) (1 392) (6 745)

Balance at 31 March 2018 – (7 156) 2 506 (1 343) (5 993)

* Other reserves include the hedging reserve, fair-value reserve and foreign currency translation reserve. These reserves are subject to recycling through the income statement in a future period.

** The contribution from parent relates primarily to related party loan waivers between the Group and Naspers Limited group companies. This includes a loan waiver of ZAR7.0bn from Buscapé Company Limited (a Naspers group company) in the 2018 financial year. It also includes acquisitions of non-controlling interests by Naspers which are non-cash transactions for the Group.

The accompanying notes are an integral part of the combined historical financial information.

105

COMBINED STATEMENT OF CASH FLOWSfor the years ended 31 March 2018, 2017 and 2016

Notes

31 March

2018AuditedZAR’m

2017Reviewed

ZAR’m

2016Reviewed

ZAR’m

Cash flows from operating activitiesCash from operations 10 7 243 8 958 10 967

Cash generated from operating activities 7 243 8 958 10 967Interest income received 582 335 202Interest costs paid (734) (772) (725)Taxation paid (3 664) (3 444) (3 759)

Net cash generated from operating activities 3 427 5 077 6 685

Cash flows from investing activitiesProperty, plant and equipment acquired (665) (1 153) (1 593)Proceeds from sale of property, plant and equipment 122 90 248Intangible assets acquired (223) (253) (551)Proceeds from sale of intangible assets 7 – 12Loans to related parties* (27 937) (610) –Repayment of loans by related parties* 27 510 71 –Acquisitions of subsidiaries and businesses, net of cash acquired 24 (114) 80 –Disposals of subsidiaries and businesses 24 141 220 –Cash movements in other investments and loans – (92) (197)

Net cash utilised in investing activities (1 159) (1 647) (2 081)

Cash flows from financing activitiesProceeds from long- and short-term loans raised 1 541 2 200 2 703Repayments of long- and short-term loans (1 509) (2 488) (4 098)Proceeds from related party funding 6 607 9 908 8 472Repayment of related party funding (3 207) (4 160) (2 613)Repayments of capitalised finance lease liabilities (776) (839) (735)Repayments of capital contribution from parent (26) (25) (48)Dividends paid** (5 336) (5 244) (5 038)Dividends paid by subsidiaries to non-controlling shareholders (1 421) (1 396) (1 420)

Net cash utilised in financing activities (4 127) (2 044) (2 777)

Net movement in cash and cash equivalents (1 859) 1 386 1 827Foreign exchange translation adjustments on cash and cash equivalents (642) (1 655) 713Cash and cash equivalents at the beginning of the year 6 545 6 898 4 375Cash and cash equivalents classified as held-for-sale 24 – (84) (17)

Cash and cash equivalents at the end of the year 21 4 044 6 545 6 898

* Relates to gross inflows and outflows into the Naspers Limited group cash pool which was started at the end of FY17 to improve cash yield in the Group.

** Relates to dividends paid by companies in the Reporting Entity to previous legal owners.

The accompanying notes are an integral part of the combined historical financial information.

106

NOTES TO THE COMBINED HISTORICAL FINANCIAL INFORMATION

TABLE OF CONTENTS

Page

1. Basis of preparation 107

2. Principal accounting policies 109

PART I – Segments

3. Segment information 110

PART II – Income statement

4. Earnings per share 113

5. Revenue 115

6. Expenses by nature 116

7. Other (losses)/gains – net 123

8. Taxation 123

9. Deferred taxation 125

PART III – Cash flows and liability management

10. Cash from operations 127

11. Liabilities funding operations 127

12. Finance costs/(income) 133

13. Commitments and contingencies 134

14. Accrued expenses and other current liabilities 135

15. Provisions 135

16. Liquidity management 136

PART IV – Assets to support our operations

17. Property, plant and equipment 138

18. Programme and film rights 142

19. Inventory 143

20. Trade and other receivables 144

21. Cash and cash equivalents 145

22. Goodwill and other intangible assets 146

23. Investments in subsidiaries 149

24. Acquisitions and disposals of subsidiaries and businesses 150

25. Investments and loans 152

PART V – Other disclosures

26. Share capital 153

27. Related party balances and transactions 154

28. Fair value of financial instruments 155

29. Subsequent events 156

30. Recently issued accounting standards 157

107

1. BASIS OF PREPARATION

Background information

As outlined in the main body of the pre-listing statement relating to the admission of MultiChoice Group Limited on the main board of the Johannesburg Stock Exchange (“JSE”), during September 2018, Naspers Limited (“Naspers”) announced that it would separately list its video entertainment business on the JSE and simultaneously unbundle the shares in this business to its shareholders (the “Restructure, Unbundling and Admission”). The video entertainment business consists of MultiChoice South Africa Holdings Proprietary Limited, MultiChoice Africa Holdings B.V., Irdeto Holdings B.V. and Showmax B.V. (excluding the Polish operations) (collectively the “Reporting Entity” or the “Group”) operating mainly in South Africa and the Rest of Africa, which have historically been managed together as the video entertainment segment within Naspers.

Prior to the Restructure, Unbundling and Admission, the video entertainment business was held by MIH Holdings Proprietary Limited (MIHH), with Naspers as the ultimate parent company.

The historical financial information for the years ended 31 March 2018, 2017 and 2016, includes the results of Huntley Media Services Proprietary Limited (formerly MWEB Connect Proprietary Limited), which was disposed of in June 2017 for R140 million. Smart Village Proprietary Limited was disposed of in November 2016, Smart Village Proprietary Limited’s results are included in the historical financial information for the years ended 31 March 2017 and 2016. Refer to note 24 for further details regarding these disposal transactions and the impact of the inclusion of these entities in the historical financial information.

Statement of compliance

On 28 September 2018, MultiChoice Group Limited (the “Company”) became the parent of the following entities:

• MultiChoice South Africa Holdings (Pty) Ltd and subsidiaries,

• MultiChoice Africa Holdings B.V. and subsidiaries,

• Irdeto Holdings B.V.; and

• Showmax B.V. and subsidiaries.

In exchange for the issue of ordinary shares in the Company to MIHH (i.e. a share for share exchange). MultiChoice Group Limited acquired the entire business and operations carried on by these entities who all historically operated as standalone companies or groups of companies.

The Reporting Entity did not historically constitute a combined legal group as the holding company, MultiChoice Group Proprietary Limited was only incorporated on 4 September 2018. The Combined Historical Financial Information of the Reporting Entity is prepared by aggregating the historical financial information of MultiChoice Group Proprietary Limited and the entities listed above as at and for the years ended 31 March 2018, 31 March 2017 and 31 March 2016 (the “Reporting Periods”):

Although there was a change in the legal ownership of the underlying subsidiaries, Naspers retains control of the Company and its newly contributed subsidiaries both before and after the Restructuring and therefore the Restructure, Unbundling and Admission was not a business combination as defined by IFRS 3 – Business Combinations. The combined historical financial information has consequently been prepared as a combination of the historic financial information recognised in the Naspers consolidated financial statements related to the Reporting Entity.

The combined historical financial information of the Reporting Entity are presented in accordance with, and comply with International Financial Reporting Standards (“IFRS”) and interpretations of those standards as issued by the International Accounting Standards Board (“IASB”) and effective at the time of preparing the combined historical financial information of the Reporting Entity, the South African Institute of Chartered Accountants (SAICA) Financial Reporting Guides as issued by the Accounting Practices Committee, Financial Pronouncements as issued by the Financial Reporting Standards Council and the JSE Listings Requirements. The combined historical financial information is prepared using the historical cost basis apart from certain financial instruments (including derivative instruments) and cash-settled share-based payment schemes stated at fair-value.

IFRS do not specifically provide for the preparation of combined historical financial information, and accordingly in preparing the combined historical financial information, certain accounting conventions commonly used in the preparation of combined historical financial information for inclusion in circulars, have been applied in accordance with IAS 8, which are discussed in more detail below.

108

The combined historical financial information for the years ended 31 March 2018, 2017 and 2016, has been prepared for the purpose of presenting, as far as practically possible, the financial position, results of operations and cash flows of the Reporting Entity on a standalone basis. The combined historical financial information reflects assets, liabilities, revenue and expenses directly attributable to the Reporting Entity that were historically recognised in the Naspers Limited consolidated financial statements (“predecessor accounting”). The assets recognised include goodwill and intangible assets recognised in the Naspers consolidated financial statements that relate to the Reporting Entity. The proceeds transferred are recognised at the carrying amount of the net assets received. No new goodwill or intangible assets were recognised as a result of the Restructuring, Unbundling and Admission.

The following principles were applied in the preparation of the combined historical financial information:

• Equity: Share capital – The authorised and issued share capital reflects those of the listed legal entity, MultiChoice Group Limited, refer to note 26.

• Contribution from parent – As a result of applying predecessor accounting, the contribution from Naspers is recognised at the carrying value of the net assets contributed to the Company at the earliest comparative period presented. This contribution represents the aggregated combined share capital and retained earnings of the entities included in the combined financial information of the Reporting Entity at the earliest comparative period presented. The opening balance and movements in aggregated combined share capital and retained earnings of the entities included in the combined financial information of the Reporting Entity has been described as ‘Contribution from parent’ in the combined statement of changes in equity of the Reporting Entity.

• Other reserves – Other reserves have been separately presented and comprise the aggregated combined hedging, fair-value and foreign currency translation reserves of the entities included in the combined financial information of the Reporting Entity. This category of equity has been separately presented because it will be recycled to profit and loss in future periods.

• Number of shares issued: As explained above, the Company only issued its first share in September 2018. Therefore, the Company did not have any issued shares for the year ended 31 March 2018 nor the comparative periods. For the purposes of the earnings per share calculation, it was determined appropriate to use the contractual number of shares to be issued of 439 million in exchange for the contributed businesses. The 439 million shares were issued on 8 November 2018.

• Going concern: As at 31 March 2018, 2017 and 2016 the liabilities of the Reporting Entity exceed its assets. As part of the restructuring the Reporting Entity’s loan payable to MIH Finance VOF of ZAR14.7 billion as at 31 March 2018 was capitalised on 28 September 2018, which results in the Reporting Entity’s assets exceeding its liabilities from this date. Management therefore has a reasonable expectation that the Reporting Entity’s operations have adequate resources to continue in operational existence for the foreseeable future.

• Allocation of central costs: Management and similar functions were primarily performed at an entity level. Any central management fees and similar costs that were incurred by MIH Holdings Proprietary Limited on behalf of the Reporting Entity were historically recharged to the Reporting Entity’s entities and no additional central costs were required to be allocated to the Reporting Entity.

• Taxation: The entities that comprise MultiChoice Group Limited have historically filed separate tax returns in the countries where these legal entities are tax resident, including South Africa. The Dutch resident entities used to file a consolidated tax return in the Netherlands as part of a fiscal unity including various entities that will not become part of the Reporting Entity going forward. All entities will continue to file separate tax returns. The Dutch entities will be included in a new fiscal unity so that they will file one consolidated tax return.

Profits and losses of the Dutch entities can be pooled within the fiscal unity. Unused tax losses were historically not recognised as a deferred tax asset by Naspers. These losses have not been recognised as deferred tax assets in the combined historical financial information. The unused and unrecognised tax losses attributable to the Reporting Entity have been disclosed in note 9.

• Intercompany: Transactions and balances with Naspers Limited and Naspers Group companies have been disclosed as related party transactions and balances in the combined historical financial information. All intergroup transactions and balances between combined entities are eliminated.

Interest: The interest charge reflected in the combined historical financial information is based on the interest charge historically incurred by the Reporting Entity’s entities on specific external borrowings or financing provided by other Naspers companies. Details of specific external borrowings and borrowings held with other related companies are set out in note 11 and note 27.

The combined historical financial information is presented in South African Rands (ZAR), rounded to millions.

109

As the combined historical financial information of the Reporting Entity has been prepared on a combined basis, they may not be indicative of the future performance of MultiChoice Group Limited and do not necessarily reflect what its results of operations, financial position and cash flows would have been had MultiChoice Group Limited operated as an independent entity during the periods presented.

The combined historical financial information was authorised for issue by the board of directors of MultiChoice Group Limited on 17 January 2019.

Separate company historical financial information has not been prepared due to the company not being incorporated at the reporting periods. Directors’ remuneration has been excluded since a board of Directors had not been appointed for the historical reporting periods.

2. PRINCIPAL ACCOUNTING POLICIES

The principal accounting policies applied in the preparation of the combined historical financial information are set out in the relevant notes to the combined historical financial information. The accounting policies represent those policies that are effective for the Group at the time of the unbundling. As such:

• The Group applied IFRS 15 – Revenue from contracts with customers (IFRS 15) for all periods presented as the Group’s policy was to apply IFRS 15 on a fully retrospective basis. No material differences were noted between the accounting treatment under the existing revenue standard and that required under IFRS 15. As such, there were no material adjustments to opening retained earnings and the comparative periods on adoption of IFRS 15.

• Although IFRS 9 – Financial Instruments (IFRS 9) was effective at the date of the restructuring, the Group elected to apply the standard on a modified retrospective basis (i.e. from 1 April 2018) and comparatives will not be restated. As such, IFRS 9 has not been applied in the combined historical financial information.

The accounting policies have been consistently applied to all years presented.

Accounting judgements and sources of estimation uncertainty

The preparation of the combined historical financial information necessitates the use of estimates, assumptions and judgements by management. These estimates and assumptions affect the reported amounts of assets, liabilities and contingent assets and liabilities at the statement of financial position date as well as reported income and expenses. Although estimates are based on management’s best knowledge and judgement of current facts as at the statement of financial position date, the actual outcome may differ from these estimates.

Where relevant, the Group has provided sensitivity analyses demonstrating the impact of changes in key estimates and assumptions on reported results.

The significant accounting estimates and judgements have been set out in the note to which it relates, these are:

Note reference Estimate/judgement relates to:

Equity compensation benefits 6 Valuation/estimates of vestingDeferred taxation assets 8 Uncertainties around future financial performanceTaxation contingencies 13 UncertaintiesProgramme and film rights 18 Amortisation periodGoodwill and other intangible assets 22 Impairment

110

PART I – SEGMENTS

3. SEGMENT INFORMATION

Operating segments are identified on the basis of internal reports about components of the Group that are regularly reviewed by the chief operating decision-maker (CODM) in order to allocate resources to the segments and to assess their performance. Due to there not being a CODM historically, the assessment of the segments’ performance was identified by investigating what the segment chief executive reviewed at a Naspers level with respect to the Video Entertainment segment, and used this as a proxy of what is to be disclosed.

The Group has identified its operating segments based on its business by geography or product as follows: South Africa, Rest of Africa and Technology. Below are the types of services and products from which each segment generates revenue:

South Africa – offers digital satellite television, online services and subscription video-on-demand services to subscribers in South Africa.

Rest of Africa – offers digital satellite, online services and digital terrestrial television services to subscribers across Africa.

Technology – provides digital content management and protection systems to group companies and customers globally to protect, manage and monetise digital media on multiple platforms.

Sales between the above segments are eliminated in the “Eliminations” row in the tables below. The revenue from external parties and all other items of income, expenses, profits and losses reported in the segment report is measured in a manner consistent with that in the income statement. EBITDA, as presented in the segmental report, refers to earnings before interest, tax, depreciation and amortisation.

The revenues from external customers for each major group of products and services are disclosed in note 5. The Group is not reliant on any one major customer as the Group’s products are consumed by the general public in a large number of countries.

111

Rev

enu

e

Yea

rs e

nd

ed 3

1 M

arc

h

20

18

20

17

20

16

ZA

R’m

Ex

tern

al

ZA

R’m

Inte

r-se

gm

ent

ZA

R’m

Tot

al

ZA

R’m

Ex

tern

al

ZA

R’m

Inte

r-se

gm

ent

ZA

R’m

Tot

alZ

AR

’mE

xte

rnal

ZA

R’m

Inte

r-se

gm

ent

ZA

R’m

Tot

al

Sou

th A

fric

a3

2 7

02

7 3

98

40

10

03

1 8

49

8 5

03

40

35

22

9 1

16

6 4

74

35

59

0R

est

of A

fric

a1

3 1

06

68

61

3 7

92

14

20

89

06

15

11

41

6 0

05

97

31

6 9

78

Tec

hn

olog

y1

64

41

36

13

00

51

65

11

41

43

06

51

67

61

23

72

91

3E

lim

inat

ion

s–

(9 4

45

)(9

44

5)

–(1

0 8

23

)(1

0 8

23

)–

(8 6

84

)(8

68

4)

Com

bin

ed4

7 4

52

–4

7 4

52

47

70

8–

47

70

84

6 7

97

–4

6 7

97

Seg

men

tal

inco

me

sta

tem

ent

ZA

R’m

Yea

r en

ded

31

Ma

rch

20

18

Rev

enu

eC

OP

S*

SG

A**

EB

ITD

AD

epre

cia

tion

Am

orti

sati

onL

ease

inte

rest

***

Tra

din

gp

rofi

t/(l

oss)

Sou

th A

fric

a4

0 1

00

(20

44

2)

(7 3

03

)1

2 3

55

(1 3

43

)(1

93

)(3

73

)1

0 4

46

Res

t of

Afr

ica

13

79

2(1

3 0

34

)(4

07

3)

(3 3

15

)(1

00

0)

(1)

(27

5)

(4 5

91

)Tec

hn

olog

y3

00

5(7

75

)(1

69

7)

53

3(6

4)

(3)

–4

66

Eli

min

atio

ns

(9 4

45

)8

68

47

61

––

––

–

Com

bin

ed4

7 4

52

(25

56

7)

(12

31

2)

9 5

73

(2 4

07

)(1

97

)(6

48

)6

32

1

Yea

r en

ded

31

Ma

rch

20

17

Sou

th A

fric

a4

0 3

52

(21

63

3)

(7 2

95

)1

1 4

24

(1 1

44

)(1

56

)(3

19

)9

80

5R

est

of A

fric

a1

5 1

14

(13

54

2)

(5 0

44

)(3

47

2)

(1 1

16

)–

(32

1)

(4 9

09

)Tec

hn

olog

y3

06

5(7

35

)(1

89

0)

44

0(7

6)

(9)

–3

55

Eli

min

atio

ns

(10

82

3)

9 9

99

82

4–

––

––

Com

bin

ed4

7 7

08

(25

91

1)

(13

40

5)

8 3

92

(2 3

36

)(1

65

)(6

40

)5

25

1

Yea

r en

ded

31

Ma

rch

20

16

Sou

th A

fric

a3

5 5

90

(18

19

6)

(7 0

32

)1

0 3

62

(87

4)

(11

8)

(22

8)

9 1

42

Res

t of

Afr

ica

16

97

8(1

2 3

48

)(4

11

4)

51

6(9

81

)(6

)(2

33

)(7

04

)Tec

hn

olog

y2

91

3(6

82

)(1

46

7)

76

4(8

5)

(9)

–6

70

Eli

min

atio

ns

(8 6

84

)7

78

68

98

––

––

–

Com

bin

ed4

6 7

97

(23

44

0)

(11

71

5)

11

64

2(1

94

0)

(13

3)

(46

1)

9 1

08

* R

efer

s to

cos

t of

pro

vid

ing

ser

vice

s an

d s

ale

of g

ood

s.**

R

efer

s to

sel

lin

g, g

ener

al a

nd

ad

min

istr

atio

n e

xp

ense

s.**

* R

elat

es t

o in

tere

st o

n c

apit

alis

ed t

ran

spon

der

lea

ses.

112

Trading Profit as presented in the segment disclosure is the CODM and management’s measure of each segment’s operational performance. A reconciliation of the segmental trading profit to operating profit and profit before tax as reported in the income statement is provided below:

31 March

2018AuditedZAR’m

2017Reviewed

ZAR’m

2016Reviewed

ZAR’m

Trading profit per segmental income statement 6 321 5 251 9 108Adjusted for:

Lease interest on capitalised transponder leases 648 640 461Amortisation of intangibles (other than software) (71) (79) (96)Other operating losses – net (425) (208) (228)Share-based compensation (87) (65) (36)Early settlement gains (5) (1) (13)

Operating profit per the income statement 6 381 5 538 9 196Interest received 699 476 203Interest paid (1 548) (1 726) (1 396)Other finance income/(costs) – net 699 (2 951) (1 020)Share of equity-accounted results (97) (76) (80)Other gains – net 113 84 47

Profit before taxation per the income statement 6 247 1 345 6 950

Geographical information

The Group operates in the following geographical areas:

Africa – The Group derives revenues from video entertainment platform services and technology products and services. The Group is domiciled in the South Africa which is consequently presented separately. The main markets throughout the Rest of Africa include Nigeria, Angola, Kenya and Zambia.

Europe – The Group generates revenue from technology products and services provided by subsidiaries primarily based in the Netherlands, France and the United Kingdom.

Other – The Group generates revenue from technology products and services provided by subsidiaries primarily based in Canada, the United States of America, Brazil and India.

Africa

EuropeZAR’m

OtherZAR’m

TotalZAR’m

SouthAfrica

ZAR’m

Restof

AfricaZAR’m

31 March 2018External combined revenue 32 702 13 106 1 176 468 47 452Combined assets 25 873 10 955 1 750 – 38 578

31 March 2017External combined revenue 31 849 14 208 1 097 554 47 708Combined assets 26 425 15 029 1 823 – 43 277

31 March 2016External combined revenue 29 116 16 005 689 987 46 797Combined assets 21 769 18 457 2 035 – 42 261

Revenue is allocated to a geographic area based on the location of subscribers or users/customers.

Assets are allocated to a geographic area based on the location of the assets, subscribers or users/customers.

113

PART II – INCOME STATEMENT

4. EARNINGS PER SHARE

Earnings per share (EPS) is a measure of the portion of the Group’s profit allocated to each outstanding ordinary share. It is calculated by dividing profit after tax attributable to equity holders of the parent by the weighted average number of ordinary shares in issue during the year, excluding treasury shares.

The Group is required to calculate headline earnings per share in accordance with the JSE Limited (JSE) Listings Requirements, determined by reference to the South African Institute of Chartered Accountants’ Circular 2/2015 “Headline Earnings”. Headline earnings per share is calculated by dividing the headline earnings by the weighted average number of shares in issue during the year.

During the periods, the Group did not exist and therefore there were no issued shares. For the purpose of the combined historical financial information, the proposed number of shares to be issued in exchange for the contributed businesses has been used to calculate EPS as this will provide the most predictable information to investors.

114

Not

es

31

Ma

rch

20

18

20

17

20

16

Gro

ssZ

AR

’mT

ax

ati

onZ

AR

’m

Non

-co

ntr

olli

ng

inte

rest

sZ

AR

’mN

etZ

AR

’mG

ross

ZA

R’m

Tax

atio

nZ

AR

’m

Non

-co

ntr

olli

ng

inte

rest

sZ

AR

’mN

etZ

AR

’mG

ross

ZA

R’m

Tax

atio

nZ

AR

’m

Non

-co

ntr

olli

ng

inte

rest

sZ

AR

’mN

etZ

AR

’m

Ba

sic

an

d d

ilu

ted

ea

rnin

gs/

(los

s)a

ttri

bu

tab

le t

o sh

are

hol

der

s–

––

1 4

56

––

–(2

43

2)

––

–2

75

6H

ead

lin

e a

dju

stm

ents

:Im

pai

rmen

t of

p

rop

erty

, p

lan

t an

deq

uip

men

t1

71

11

––

11

11

16

–(7

)1

09

18

7(6

)(2

1)

16

0Im

pai

rmen

t of

g

ood

wil

l2

2–

––

––

––

–7

5(2

1)

(11

)4

3Im

pai

rmen

t of

ot

her

in

tan

gib

les

22

––

––

10

(3)

(1)

6–

––

–Im

pai

rmen

t of

ot

her

ass

ets

73

41

(28

)(2

6)

28

79

8(1

)–

97

(30

)8

4(1

8)

Imp

airm

ent

of

asso

ciat

es–

––

–1

0(3

)(1

)6

37

(10

)(5

)2

2(P

rofi

t)/l

oss

on

sale

of

pro

per

ty,

pla

nt

and

equ

ipm

ent

7(5

)1

1(3

)3

––

3(1

)–

–(1

)(P

rofi

t)/l

oss

on

sale

of

inta

ng

ible

ass

ets

7(4

)1

1(2

)1

––

1(3

)1

–(2

)P

rofi

t on

sal

e of

in

vest

men

ts7

(11

3)

33

17

(63

)(8

4)

24

13

(47

)(4

7)

––

(47

)C

han

ges

in

d

efer

red

tax

ba

lan

ce2

2–

(11

)1

1–

––

––

––

–

Ba

sic

an

d d

ilu

ted

h

ead

lin

e ea

rnin

gs/

(los

s) a

ttri

bu

tab

le

to s

ha

reh

old

ers

––

–1

79

7–

––

(2 2

57

)–

––

2 9

13

115

2018Number ofshares ’m

2017Number ofshares ’m

2016Number ofshares ’m

Number of ordinary shares in issue at year-end 439 439 439Basic and diluted earnings/(loss) per ordinary share (ZAR cents) 332 (554) 628Basic and diluted headline earnings/(loss) per ordinary share (ZAR  cents) 410 (514) 664

5. REVENUE

Revenue from sales is recognised net of returns, rebates and discounts taking into account the variable consideration constraint. Revenue from sales is recognised net of value-added tax (VAT).. The Group primarily generates revenue from subscription fees, advertising revenue, set-top box sales and technology revenue.

The Group recognises revenue when control of the underlying good or service transfers to the customer either at a point in time or over time. This is determined by considering whether specific criteria have been met for each of the Group’s activities as described below.

Subscription fees

The Group earns subscription fees from digital satellite television services, digital terrestrial television services and video-on-demand services (collectively video entertainment). Subscribers typically enter into month-to-month contracts for video entertainment services and pay for the services on a monthly basis in advance.

Video entertainment subscription fees are earned over the period during which the services are provided. Any subscription revenue received in advance is recorded as deferred income and recognised in the month the service is provided.

Advertising revenues

The Group mainly derives advertising revenues from advertisements broadcast on its video entertainment platforms and shown online on its websites. Advertising revenues from video entertainment products are recognised upon showing over the period of the advertising contract. Online advertising revenues are recognised over the period in which the advertisements are displayed. Customers typically pay within 45 days.

Set-top box sales

Set-top box sales relate mainly to the sale of decoders. Revenue is recognised upon customer acceptance, which is when control of the product transfers to the customer. New set-top box sales include a 12-month product warranty. Customers typically pay within 45 days.

Technology contracts and licensing

For contracts with multiple obligations (e.g. maintenance and other services), the transaction price is allocated between the multiple obligations based on the price that the Group would charge if the goods or services were sold separately.

The Group recognises revenue allocated to maintenance and support fees, for ongoing customer support and product updates, rateably over the period of the relevant contracts. Payments for maintenance and support fees are generally made in advance and are non-refundable. For revenue allocated to consulting services and for consulting services sold separately, the Group recognises revenue as the related services are performed.

The Group enters into arrangements with network operators whereby application software is licensed to network operators in exchange for a percentage of the subscription revenue they earn from their customers. Where all of the software under the arrangement has been delivered, the revenue is recognised as the network operator reports to the Group its revenue share, which is generally done on a quarterly basis. Under arrangements where the Group has committed to deliver unspecified future applications, the revenue earned on the delivered applications is recognised on a subscription basis over the term of the arrangement.

116

31 March

2018ZAR’m

2017ZAR’m

2016ZAR’m

Subscription fees 38 547 38 622 38 503Advertising 3 092 3 143 2 955Set-top boxes 1 847 2 059 1 928Installation fees 308 235 143Technology contracts and licensing 1 639 1 643 1 675Other revenue* 2 019 2 006 1 593

47 452 47 708 46 797

* Other revenue primarily includes sub-licensing and production revenue.

6. EXPENSES BY NATURE

31 March

2018ZAR’m

2017ZAR’m

2016ZAR’m

Operating profit includes the following items:(a) Cost of providing services and sale of goods 27 588 27 843 25 099

Content* 16 793 17 611 15 382Set-top box purchases 5 435 4 681 4 760Depreciation 1 978 1 882 1 517Network costs 120 657 647Other** 3 262 3 012 2 793

* Included in content is amortisation of programme and film rights of ZAR15.2 billion in 2018 (2017: ZAR16.0 billion, 2016: ZAR13.5 billion).

** Includes various cost items such as licence fees and transmission costs.

(b) Selling, general and administration expenses 13 058 14 119 12 274

Staff costs 5 454 5 316 4 810Sales and marketing 1 944 2 089 2 071Depreciation 429 454 423Operating leases 206 226 284Auditors’ remuneration 40 59 64Other* 4 985 5 975 4 622

* Includes various cost items such as administration, maintenance and general overhead costs.

(c) Employee-related expenditure

Remuneration of employees is charged to the income statement and recognised as an expense in the period in which the employees render the related service.

Short-term employee benefits

Short-term employee benefits include salaries and wages, medical-aid contributions, paid vacation leave, sick leave and incentive bonuses.

Long-term employee benefits

Long-term employee benefits are those benefits that are expected to be wholly settled more than 12 months after the end of the annual reporting period in which the services have been rendered and are discounted to their present value.

117

Retirement benefits

The Group provides retirement benefits to its full-time employees, by means of monthly contributions to a defined contribution pension fund. The assets of this fund are held in separate trustee administered funds. The Group’s contribution to the retirement fund is recognised as an expense in the period in which the employees render the related service.

Termination benefits

The Group recognises termination benefits when it is demonstrably committed to either terminate the employment of employees before the normal retirement date or provide termination benefits as a result of an offer made to encourage voluntary redundancy.

Where termination benefits fall due more than 12 months after the reporting period, they are discounted. In the case of an offer made to encourage voluntary redundancy, the measurement of termination benefits is based on the number of employees expected to accept the offer. Termination benefits are immediately recognised as an expense in the income statement.

Equity-settled share-based compensation benefits

Naspers Limited operates a number of equity-settled compensation plans which allow certain employees of MultiChoice Group Limited the right to receive ordinary shares in Naspers Limited after a prescribed period. In terms of these plans, employees are offered awards in the form of either share options or restricted stock units (RSUs). As Naspers Limited grants these awards and has the obligation to settle the awards, the schemes have been recognised as equity-settled by MultiChoice Group Limited.

All awards are granted subject to the completion of a requisite service period by employees, ranging from one to five years. The awards granted vest in tranches which results in a comparatively higher charge in earlier years.

Equity-settled share-based payments are measured at fair value at the date of the grant. The fair value determined at the grant date of the equity-settled share-based payments is charged as employee costs, with a corresponding increase in equity, on a straight-line basis over the period that the employees become unconditionally entitled to the shares, adjusted to reflect management’s estimate of the awards that will vest. These equity-settled share-based payments are not subsequently revalued. In respect of RSUs, awards are automatically settled in Naspers Limited equity instruments on the vesting date.

Cash-settled share-based compensation benefits

The Group has granted share appreciation rights (SARs) which allow certain employees to earn a long-term incentive amount calculated with reference to the increase in the underlying entity’s share price between the offer date of the SARs to the date the employee exercises their right. In respect of the share options and SARs on exercise date, following completion of the vesting period, awards are settled with employees in the equity instruments of Naspers Limited or its subsidiaries for equity-settled plans and in cash or other assets for cash-settled plans.

The SARs are granted subject to the completion of a requisite service period by employees. The SARs granted are subject to tranche vesting which results in a comparatively higher charge in earlier years. The SARs expire ten years from the date of offer.

The fair value of the cash-settled liability is calculated at grant and recognised at each reporting date as an employee cost with an increase/decrease in liabilities. The employee cost is recognised on a straight-line basis over the period that the employees become unconditionally entitled to the SARs, adjusted to reflect management’s estimate of the awards that will vest.

118

Notes

31 March2018

ZAR’m2017

ZAR’m2016

ZAR’m

Staff costsThe Group had 6 963 permanent employees in 2018 (2017: 7 516 2016: 8 039)The total cost of employment of all employees, including subsidiary executive Directors, was as follows:Salaries, wages and bonuses 5 212 5 066 4 917Share-based compensation 230 255 90

Cash-settled: SARs 6.1 143 190 54Equity-settled: RSUs and share options 6.2

and 6.387 65 36

Retirement benefit costs 298 356 298Medical aid fund contributions 221 226 172Severance 191 68 20Other costs* 114 121 99

Total staff costs 6 266 6 092 5 596

Included in cost of providing services and sale of goods** 812 776 786Included in selling, general and administration expenses 5 454 5 316 4 810

6 266 6 092 5 596

* Other costs primarily include training and recruitment costs.** Included in content costs as relate to local production staff.

6.1 SARs

The Group operates three cash-settled SAR plans which are disclosed in the table below.

One third of SARs in the MultiChoice 2008 SAR Scheme vests after years three, four and five from grant date.

One fifth of the SARs in the Irdeto Holdings B.V. 2012 Scheme and the Showmax SAR Scheme vests after years one, two, three, four and five.

Liability balance per statement of financial position

Total intrinsic value of rights vested, but not yet exercised

31 March

2018ZAR’m

2017ZAR’m

2016ZAR’m 2018 2017 2016

MultiChoice 2008 (MCA 2008)* 192 197 218 572 303 159Irdeto Holdings B.V. 2012 (Irdeto 2012)* 213 195 59 6 5 3Showmax* – – – 2 1 –

* Intrinsic values for MCA 2008 are disclosed in ZAR’m, while Irdeto 2012 and Showmax are disclosed in US$’m.

119

The fair value of the awards were calculated using the Bermudan binomial tree model, taking into account the following significant assumptions:

Weighted average

MCA 2008 Irdeto 2012 Showmax

Numberof options

Averageexerciseprice per

option(ZAR)

Numberof options

Averageexerciseprice per

option(US$)

Numberof options

Averageexerciseprice per

option(US$)

Outstanding at 1 April 2015 14 095 456 110 917 971 15 – –Employee transfers* (23 109) 87 4 878 19 – –Granted during the year 7 951 120 113 573 191 20 279 932 18Exercised during the year** (2 216 451) 95 (128 284) 14 – –Forfeited during the year (1 485 980) 114 (103 190) 16 (274) 18Cancelled during the year (55 116) 113 – – – –

Outstanding at 31 March 2016 18 265 920 113 1 264 566 18 279 658 18Employee transfers* – – – – (24 832) 18Granted during the year 8 120 630 116 260 668 33 197 180 18Exercised during the year** (1 342 676) 99 (215 785) 17 – –Forfeited during the year (1 783 277) 116 (50 967) 20 (27 016) 18Cancelled during the year (10 232) 116 – – – –

Outstanding at 31 March 2017 23 250 365 115 1 258 482 21 424 990 18Employee transfers* – – – – 19 865 18Granted during the year 7 961 661 94 191 209 43 183 292 18Exercised during the year** (80 948) 88 (296 820) 20 – –Forfeited during the year (3 392 808) 113 (57 387) 24 (206 206) 18

Outstanding at 31 March 2018 27 738 270 109 1 095 484 25 421 941 18

* Employee transfers to other entities within the Naspers Limited group.** The weighted average share price at the date of exercise of the options exercised during the year ended 31 March 2018 was

ZAR138 (2017: ZAR149 2016: ZAR134).

120

The fair value of the liabilities were calculated using the Bermudan binomial tree model, taking into account the following significant assumptions:

Weighted average

2018 2017 2016

Multi-Choice

2008ZAR

IrdetoHoldings

B.V.2012 US$

Show-maxUS$

Multi-Choice

2008ZAR

IrdetoHoldings

B.V.2012 US$

Show-maxUS$

Multi-Choice

2008ZAR

IrdetoHoldings

B.V.2012 US$

Show-maxUS$

Fair value of SAR at measurement date 23 13 7 26 11 6 41 5 8Exercise price 94 43 18 116 33 18 113 20 18Risk-free interest rate* (%) 7.8 2.8 2.8 8.2 2.5 2.5 8.7 1.7 1.7Annual suboptimal rate (%) 100.0 122.5 100.0 100.0 225.0 100.0 228.0 253.0 100.0Expected volatility** (%) 21.6 29.2 39.2 22.5 29.5 32.6 21.8 27.4 48.5Vesting period (years) 4 3 3 4 3 3 4 3 3Option life (years) 10 10 10 10 10 10 10 10 10

* Based on the zero-rate bond yield.** Determined using the historical annual company valuation.

6.2 RSUs

Employees of MultiChoice Group Limited participate in the Naspers Restricted Stock Plan Trust. RSUs are granted to employees by Naspers Limited and Naspers Limited has the obligation to settle the awards. As such, the RSU awards are classified as equity-settled by MultiChoice Group Limited.

The RSUs vest in equal annual tranches over a four-year period and are automatically settled with participants on the vesting date. RSUs do not have an exercise price.

The fair value of the RSUs at grant date (weighted average: ZAR2 600 2017: ZAR2 158 2016: ZAR1 756) was estimated by taking the market value of the Naspers Limited shares on that date less the present value of future dividends that will not be received by the employees during the vesting period.

Movement in number of RSUs

Number of RSUs

2018 2017 2016

Outstanding at 1 April 33 512 13 599 –Granted during the year 14 748 48 903 14 414Vested during the year (8 769) (27 108) –Forfeited during the year (3 327) (1 882) (815)

Outstanding at 31 March 36 164 33 512 13 599

Average vesting period (years) 2.5 2.5 2.5

The fair value of the equity-settled options are calculated at grant date using the Bermudan binomial tree model, taking into account the following significant assumptions:

Weighted average 2018 2017 2016

Expected dividend yield (%) 0.3 0.2 0.3Expiry date (years) 2.5 2.5 2.5

121

6.3 Share options

Employees of MultiChoice Group Limited participate in share options granted under two separate schemes. The share options are granted by either MIH Holdings Limited or MIH Services FZ LLC who have the obligation to the settle the options with the employees. As such, the share options are classified as equity-settled by MultiChoice Group Limited.

All share options are granted with an exercise price of not less than 100% of the market value of the Naspers Limited’s share price on the date of grant.

The share options vest in tranches over a period of four or five years as follows:

• Options granted before 25 August 2017: one third vests after years three, four and five.

• Options granted after 25 August 2017: one quarter vests after years one, two, three and four.

The share options expire ten years after the offer date.

The fair value of the awards were calculated using the Bermudan binomial tree model, taking into account the following significant assumptions:

Weighted average

MIH Holdings Limited MIH Services FZ LLC

Numberof options

Averageexercise

priceper option

(ZAR)Number

of options

Averageexercise

priceper option

(ZAR)

Outstanding at 1 April 2015 420 154 498 109 295 446Granted during the year 76 882 1 739 45 536 1 764Exercised during the year* (119 129) 346 (10 861) 396Forfeited during the year (15 971) 851 (13 399) 549Cancelled during the year (2 030) 1 736 – –

Outstanding at 31 March 2016 359 906 790 130 571 899Employee transfers** (35 781) 935 (441) 973Granted during the year 52 327 2 386 13 902 2 412Exercised during the year* (76 244) 388 (9 042) 554Forfeited during the year (12 824) 2 018 (3 042) 1 080

Outstanding at 31 March 2017 287 384 1 115 131 948 1 078Employee transfers** 31 516 1 665 450 3 113Granted during the year 44 147 3 013 29 295 2 946Exercised during the year* (102 963) 700 (45 950) 373Forfeited during the year (12 790) 2 070 (10 217) 1 908

Outstanding at 31 March 2018 247 294 1 647 105 526 1 832

* The weighted average share price at the date of exercise of the options exercised during the year ended 31 March 2018 was ZAR3 168 (2017: ZAR2 309 2016: ZAR1 871).

** Employee transfers to other entities within the Naspers Limited group.

122

Share options outstanding at 31 March 2018 have the following expiry date and exercise prices:

Weightedaverageexercise

priceZAR

Numberof options

Weightedaverage

remainingcontractual

lifeYears

MIH Holdings LimitedExercisable 560 72 726 3.7Not-exercisable 2 099 174 568 7.9

MIH Services FZ LLCExercisable 510 24 306 3.7Not-exercisable 2 228 81 220 8.2

Share options outstanding at 31 March 2017 have the following expiry date and exercise prices:

Weightedaverageexercise

priceZAR

Numberof options

Weightedaverage

remainingcontractual

lifeYears

MIH Holdings LimitedExercisable 344 114 302 3.4Not-exercisable 1 623 173 082 8.0

MIH Services FZ LLCExercisable 251 59 651 2.3Not-exercisable 1 761 72 297 8.3

Share options outstanding at 31 March 2016 have the following expiry date and exercise prices:

Weightedaverageexercise

priceZAR

Numberof options

Weightedaverage

remainingcontractual

lifeYears

MIH Holdings LimitedExercisable 244 121 218 3.4Not-exercisable 1 093 238 688 7.8

MIH Services FZ LLCExercisable 220 55 110 3.0Not-exercisable 1 405 75 461 8.5

123

The fair value of the equity-settled options are calculated at grant date using the Bermudan binomial tree model, taking into account the following significant assumptions:

Weighted average

2018 2017 2016

MIHHoldings

Limited

MIHServicesFZ LLC

MIHHoldings

Limited

MIHServicesFZ LLC

MIHHoldings

Limited

MIHServicesFZ LLC

Share price at grant date (ZAR) 3 013 2 946 2 386 2 412 1 739 1 764Exercise price (ZAR) 3 013 2 946 2 386 2 412 1 739 1 764Risk-free interest rate* (%) 8.0 7.9 8.5 8.5 8.4 8.4Annual suboptimal rate** (%) 318.0 318.0 316.0 316.0 223.0 223.0Expected volatility*** (%) 26.5 26.4 30.8 30.6 38.1 37.2Expected dividend yield (%) 0.2 0.2 0.3 0.3 0.3 0.3Expiry date (years) 10 10 10 10 10 10

* Based on the zero rate bond yield at perfect fit.** The rate at which participants are expected to exercise their options.*** Determined using historical daily share prices.

7. OTHER (LOSSES)/GAINS – NET

Notes

31 March

2018ZAR’m

2017ZAR’m

2016ZAR’m

Other operating losses – netDividend received 18 20 –Profit/(loss) on sale of property, plant and equipment 5 (3) 1Profit/(loss) on sale of intangible assets 4 (1) 3Impairment of assets (452) (224) (232)

Impairment of property, plant and equipment* 17 (111) (116) (187)Impairment of goodwill 22 – – (75)Impairment of other intangibles 22 – (10) –(Impairment)/reversal of impairment of other assets (341) (98) 30

(425) (208) (228)

Other gains – netProfit on sale of investments 113 84 47

* Relates primarily to the write-off of digital terrestrial transmission equipment.

8. TAXATION

The tax charge is determined based on taxable income for the year and includes current tax, deferred tax and dividend withholding tax.

The current tax charge is the tax payable on the taxable income for the financial year applying enacted or substantively enacted tax rates.

Deferred tax is provided for on all temporary differences between the carrying amount of assets and liabilities for accounting purposes and the amounts used for tax purposes. No deferred tax is provided on temporary differences relating to:

• the initial recognition of goodwill; and

• investments in subsidiaries, associates and interests in joint arrangements to the extent that the temporary difference will probably not reverse in the foreseeable future and the control of the reversal of the temporary difference lies with the parent, investor, joint venturer or joint operator.

124

Deferred tax assets are recognised to the extent that it is probable that future taxable profit will be available against which deductible temporary differences and unused tax losses can be utilised.

Deferred tax assets have been recognised for the carry forward amount of unused tax losses relating to the Group’s operations where taxation losses can be carried forward indefinitely and there is evidence that it is probable that sufficient taxable profits will be available in the future to utilise all tax losses carried forward. The estimated tax losses available may be subject to various statutory limitations as to its usage. The Group has not recognised any deferred tax assets for carry forward unused tax losses in any of the years presented.

The holding company tax rate is 28% for 2018, 2017 and 2016.

Dividends paid on or after 22 February 2017 to shareholders that are not exempted from dividends withholding tax under South African tax law are subject to dividend withholding tax at a rate of 20% which is a tax on the shareholders and is not recognised in the income statement. Dividends paid prior to this date are subject to dividend withholding tax at a rate of 15%.

The Group operates a number of businesses in jurisdictions where taxes are payable on certain transactions or payments. The Group continues to seek relevant advice and works with its advisers to identify and quantify such tax exposures.

31 March

2018ZAR’m

2017ZAR’m

2016ZAR’m

Normal taxationSouth Africa 2 926 2 409 2 609

current year 2 892 2 436 2 618prior year 34 (27) (9)

Foreign taxation 462 298 769

current year 356 746 832prior year 106 (448) (63)

Income taxation for the year 3 388 2 707 3 378Deferred taxationSouth Africa 320 175 (300)

current year 350 175 (255)prior year (30) – (45)

Foreign taxation 1 (5) (14)

current year 1 (5) (16)prior year – – 2

Deferred taxation for the year 321 170 (314)

Total taxation per income statement 3 709 2 877 3 064

Reconciliation of taxationTaxation at statutory rate of 28% 1 749 377 1 946Adjusted for:

non-deductible expenses 274 118 181assessed losses unprovided 57 (7) (50)intercompany and related party dividends 13 (143) (8)initial recognition of prior year taxes 110 (475) (115)non-taxable income (72) 91 (79)temporary differences not provided for* 1 230 2 357 694foreign withholding taxes 261 512 488tax adjustment for foreign taxation rates 61 28 (5)tax attributable to equity-accounted earnings 26 19 12

Taxation provided in income statement 3 709 2 877 3 064

* Relates to unrecognised assessed tax losses in the Rest of Africa segment.

125

9. DEFERRED TAXATION

The deferred tax assets and liabilities and movements thereon were attributable to the following items:

31 March

2018ZAR’m

2017ZAR’m

2016ZAR’m

Deferred taxReconciliationBalance at the beginning of the year 1 090 1 102 717Charged to income statement (321) (170) 314Charged to other comprehensive income 152 144 46(Disposal)/acquisition of subsidiaries and businesses (31) 4 –Transferred to held-for-sale – – 3Foreign exchange effects (27) 10 22

Balance at the end of the year 863 1 090 1 102

Deferred tax is attributable to the following temporary differencesAssets 3 963 4 174 2 546

Provisions and other current liabilities 445 344 293Capitalised finance leases 2 512 2 989 1 462Income received in advance 429 421 393Other 577 420 398

Liabilities (3 100) (3 084) (1 444)

Property, plant and equipment (75) (42) (50)Intangible assets (59) (26) (21)Receivables and other current assets (361) (239) (257)Capitalised finance leases (2 269) (2 456) (785)Programme and film rights (300) (301) (244)Other (36) (20) (87)

For all temporary differences noted, the current year movement has been recognised in profit and loss with the exception of changes in the fair value of derivate financial instruments that relate to cash flow hedges which have been recognised in other comprehensive income.

31 March

2018ZAR’m

2017ZAR’m

2016ZAR’m

Classification in statement of financial positionDeferred tax assets 1 012 1 355 1 327Deferred tax liabilities (149) (265) (225)

Net deferred tax assets 863 1 090 1 102

126

The Group has tax losses carried forward of approximately ZAR14.6 billion (2017: ZAR12.2 billion, 2016: ZAR13.9 billion). A summary of the tax losses carried forward at 31 March 2018 by tax jurisdiction and the expected expiry dates are set out below:

Rest ofAfrica

ZAR’m

LatinAmericaand USA*

ZAR’mTotal

ZAR’m

Expires in year one 176 – 176Expires in year two 206 – 206Expires in year three 677 – 677Expires in year four 541 – 541Expires in year five 82 – 82Expires after year five 9 007 3 870 12 877

10 689 3 870 14 559

* Technology segment tax jurisdictions.

127

PART III – CASH FLOWS AND LIABILITY MANAGEMENT

10. CASH FROM OPERATIONS

Notes

31 March

2018ZAR’m

2017ZAR’m

2016ZAR’m

Operating profit 6 381 5 538 9 196Adjustments:Non-cash and other 3 932 4 000 3 650

(Profit)/loss on sale of assets 7 (9) 4 (4)Depreciation and amortisation 17/22 2 675 2 580 2 169Share-based compensation expenses 6 230 255 90Impairment of assets 7 452 224 232Net realisable value adjustments on inventory 19 483 672 1 038Hedge accounting revaluations 393 6 (502)Provisions (20) 192 251Impairment losses 8 186 509Other (280) (119) (133)

Working capital (3 070) (580) (1 879)

Cash movement in trade and other receivables (601) (923) (978)Cash movement in accrued expenses and other current liabilities (855) 424 248Cash movement in programme and film rights (1 418) 34 (452)Cash movement in related party current accounts 216 (172) (95)Cash movement in inventory (412) 57 (602)

Cash from operations 7 243 8 958 10 967

11. LIABILITIES FUNDING OPERATIONS

The Group’s long-term sources of financing primarily consists of loans from related parties, amounts due for programme and film rights as well as finance lease liabilities for transmission equipment.

Financial liabilities include current and non-current debt. Financial liabilities are classified as current unless the borrowing entity has an unconditional right to defer settlement of the liability for at least 12 months after the reporting date.

Financial liabilities, other than those arising under finance leases, are initially recognised at fair value, net of transaction costs incurred and are subsequently stated at amortised cost. Liabilities arising under finance leases are initially recognised at the lower of fair value and the present value of the minimum lease payments. The interest rate implicit in the lease or, where this cannot be reliably determined, the Group’s incremental borrowing rate is used to calculate the present values of minimum lease payments. Each lease payment is allocated between the lease obligation and finance charges with the interest element charged to the income statement over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. The related leased asset is initially recognised as property, plant and equipment at an equivalent amount (refer to note 17).

Financial liabilities are derecognised when the obligation in the contract is discharged, cancelled or has expired. Premiums or discounts arising from the difference between the fair value of debt raised and the amount repayable at maturity date are charged to the income statement as interest expenses based on the effective interest rate method.

128

Derivative instruments and hedge accounting

The Group uses forward exchange contracts (FECs) to hedge the exposure arising from its cash obligations denominated in US dollar for transponder lease payments and its US dollar and Euro-denominated payments to purchase programming and channels. These FECs protect the Group from movements in exchange rates by fixing the rate at which a foreign currency asset or liability will be settled.

Where all the relevant criteria are met, hedge accounting is applied to remove the accounting mismatch between the hedging instrument and the hedged item.

The Group designates FECs taken out as either a cash flow hedge or fair-value hedge as follows:

• Cash flow hedge: hedge of the foreign currency risk of a firm commitment to purchase programme and channels.

• Fair-value hedge: hedge of the fair value of recognised transponder lease liabilities.

Changes in the fair value of FECs that are designated, and qualify, as cash flow hedges and that are highly effective are recognised in other comprehensive income and the ineffective part of the hedge is recognised in the income statement. The amounts deferred in other comprehensive income are transferred to the income statement and classified as income or expense in the same periods during which the hedged transaction affects the income statement. The amounts transferred are recognised in “costs of providing services and sale of goods”.

Changes in the fair value of derivatives that are designated, and qualify, as fair value hedges are recorded in the income statement, along with changes in the fair value of the hedged asset or liability that is attributable to the hedged risk. These are presented in “finance costs/(income)” (refer to note 12).

The Group incurred the following liabilities to fund its operations:

31 March

2018ZAR’m

2017ZAR’m

2016ZAR’m

(a) Interest-bearing: Capitalised finance leases 12 784 15 325 11 376

Total liabilities 13 603 16 181 12 319Less: Current portion (819) (856) (943)

(b) Interest-bearing: Loans and other liabilities (A) 9 – 283

Total liabilities 9 – 283Less: Current portion – – –

(c) Non-interest-bearing: Programme and film rights – – –

Total liabilities 2 206 2 686 2 911Less: Current portion (2 206) (2 686) (2 911)

(d) Interest- and non-interest-bearing: Amounts due to related parties 15 000 24 175 25 637

Total liabilities 15 316 24 574 26 119Less: Current portion (316) (399) (482)

Non-interest-bearing: Loans and other liabilities (B) 180 177 156

Total liabilities 180 177 156Less: Current portion – – –

Net non-current liabilities 27 973 39 677 37 452

Net non-current loans and other liabilities (A)+(B) 189 177 439

The impact of these liabilities on the Group’s liquidity is disclosed in note 16.

129

Reconciliation of liabilities arising from financing activities

Capitalisedfinanceleases

2018ZAR’m

Interest-bearing

liabilities2018

ZAR’m

Related partyloans2018

ZAR’m

Non-interest-bearing

liabilities2018

ZAR’m

Balance at 1 April 2017 16 181 – 24 574 177Additional liabilities recognised 37 1 500 6 607 41Repayments* (1 424) (1 500) (3 207) (9)Interest accrued 648 9 616 –Waiver of related party loan** – – (7 036) –Contribution from parent** – – (4 037) –Foreign exchange translation*** (1 839) – (2 201) (29)

Balance at 31 March 2018 13 603 9 15 316 180Less: Current portion (819) – (316) –

Non-current liabilities 12 784 9 15 000 180

* Capital repayments of ZAR776 million are included in repayment of capitalised finance lease liabilities within financing activities in the cash flow statement and ZAR648 million is included as part of interest costs paid within operating activities in the cash flow statement.

** These items are non-cash in nature. Refer to combined statement of changes in equity where these loan capitalisation transactions are included within retained earnings.

*** This item is non-cash in nature.

(a) Interest-bearing: Capitalised finance leases

Asset leasedRelated

platform**

Year offinal

repayment(calendar

year)

Weightedaverageyear-endinterest

rate

31 March

2018ZAR’m

2017ZAR’m

2016ZAR’m

Transponder 1-21 SA DTH 2027–2032 3.50–4.98% 8 569 10 015 5 220W7 transponder ROA DTH 2025 4.35–6.00% 2 135 2 688 3 243E36 B&C transponder ROA DTH 2025–2031 3.93–4.04% 2 708 3 174 3 422IS 904 Intelsat Transponder 1 – 8 ROA DTT 2018–2020 3.17–5.04% 191 304 434

Total capitalised finance leases* 13 603 16 181 12 319

* All transponder leases are denominated in US dollars.** South Africa direct-to-home (SA DTH) and Rest of Africa direct-to-home (ROA DTH).

(b) Interest-bearing: Loans and other liabilities

Loanutilised for

Currencyof

year-endbalance

Year offinal

repay-ment

(calendaryear)

Weightedaverageyear-endinterest

rate

31 March

2018ZAR’m

2017ZAR’m

2016ZAR’m

UnsecuredNedbank Limited

Operational commitments ZAR 2017 8.30% – – 283

Austrian government

Research and development EUR 2022–2024 0.75% 9 – –

Total 9 – 283

130

(c) Non-interest-bearing: Programme and film rights

Currencyof

year-endbalance

Year offinal

repay-ment*

(calendaryear)

31 March

2018ZAR’m

2017ZAR’m

2016ZAR’m

UnsecuredVarious trade suppliers ZAR 2018 177 239 308Various trade suppliers USD 2018 374 633 588Various trade suppliers ZAR 2019 1 295 1 372 1 920Various trade suppliers USD 2019 117 175 –Various trade suppliers ZAR 2020–2023 175 148 –Various international production studios EUR 2018 27 28 32Various international production studios USD 2018 41 91 63

Total programme and film rights 2 206 2 686 2 911

* Relates to the length of studio contracts and does not correlate to the recognition of liabilities. In line with the accounting policy of the Group, all liabilities are current in nature.

(d) Interest- and non-interest-bearing: Amounts due to related parties

Nature of relationship

31 March

2018ZAR’m

2017ZAR’m

2016ZAR’m

Amounts due to related parties: Non-currentMIH Finance VOF* Fellow subsidiary 14 726 16 966 17 786Buscapé Company Limited** Fellow subsidiary – 7 065 7 698

Other***Fellow subsidiaries and holding company 274 144 153

15 000 24 175 25 637

* The amounts owing to MIH Finance VOF are unsecured, denominated in US dollars and bear interest at three months US dollar LIBOR plus a 1.75 percentage point mark-up. As part of the unbundling, the loan was waived on 28 September 2018.

** The amounts owing to Buscapé Company Limited are unsecured, denominated in US dollars and bear interest at fixed rate of 0.95%. During the 2018 financial year, Buscapé Company Limited waived the amount receivable from the Group.

*** Other loans primarily relate to loans due to Media24 Proprietary Limited (fellow subsidiary) and Naspers Limited (ultimate holding company) which are unsecured and interest-free.

Nature of relationship

31 March

2018ZAR’m

2017ZAR’m

2016ZAR’m

Amounts due to related parties: CurrentShowmax B.V. (Polish entities) Fellow subsidiary 155 129 46Myriad International Holdings B.V. Fellow subsidiary 49 77 224MIH Finance VOF Fellow subsidiary 46 84 45Myriad/MIH (Malta) Limited Fellow subsidiary 39 90 128Other Fellow subsidiaries 27 19 39

316 399 482

These current balances are unsecured, interest free and have no fixed terms of repayment, except for amounts owing to MIH Finance VOF which carries interest as disclosed above.

131

(e) Management of foreign currency exposure on cash obligations

A significant portion of the Group’s cash obligations under contracts for programming and channels are denominated in US dollars. Forward foreign exchange cover is not available in certain territories and accordingly exposures in those territories are not hedged. Where forward cover is available, the Group uses forward exchange contracts to hedge the exposure to foreign currency risk. The Group generally covers forward 100% of firm commitments in foreign currency for a minimum of 12 months and up to two years. This results in the Group typically taking out cover as follows:

• Programming and channels: 100% of all commitments to purchase programming and channels, except in territories where forward exchange cover is not available.

• Transponder lease payments: due to the long-term nature of the transponder lease agreements, the Group only takes out cover for up to two years of lease payments. A portion of the foreign exchange movement in the recognised lease liability is therefore unhedged.

The weighted average forward rate for forward exchange contracts outstanding at 31 March 2018 is ZAR14.29 (2017: ZAR15.24 2016: ZAR13.97) for US dollar cover and ZAR15.85 (2017: ZAR16.70 2016: ZAR17.79) for Euro cover in the Group. The total US dollar covered commitments at 31 March 2018 is USD704.1 million (2017: USD500.8 million, 2016: USD437.5 million) and Euro covered commitments is EUR135.1 million (2017: EUR120.0 million, 2016: EUR32.1 million). The Group’s exposure to exchange rate fluctuations in currencies other than the US dollar and Euro is not material.

The fair value of the derivatives financial instruments, and whether those derivatives were designated in a hedge relationship or not, are set out below:

31 March

2018ZAR’m

2017ZAR’m

2016ZAR’m

Non-current assetsForward exchange contracts** – 27 5Current assets 96 78 722

Forward exchange contracts** 76 2 561Currency devaluation features* 20 76 161

Non-current liabilitiesForward exchange contracts** 404 71 66Current liabilitiesForward exchange contracts** 1 105 728 109

Net derivative (liabilities)/assets (1 413) (694) 552

* Currency devaluation features relate to clauses in content acquisition agreements that provide the Group with a contractually specified level of currency devaluation protection.

** The fair value of all forward exchange contracts designated as cash flow hedges at 31 March was a net liability of ZAR1.2 billion (2017: net liability of ZAR518 million, 2016: net asset of ZAR159 million), comprising liabilities of ZAR1.2 billion (2017: ZAR523  million, 2016: ZAR104  million) and assets of ZARnil (2017: ZAR5  million, 2016: ZAR263  million), that were recognised as derivative financial instruments.

The following amounts were recognised in profit or loss in relation to the forward exchange contracts:

31 March

2018ZAR’m

2017ZAR’m

2016ZAR’m

Net (profit)/loss on forward exchange contracts (376) (236) 491

132

Movements in the hedging reserve related to cash flow hedges are detailed below. The amount deferred is expected to realise over two years in line with maturity of the foreign exchange contracts.

2018ZAR’m

2017ZAR’m

2016ZAR’m

Opening balance at 1 April (355) 96 126Net movement in hedging reserve, net of tax and non-controlling interests* (325) (451) (30)

Released to hedged item 69 47 (346)Change in fair value of FEC deferred in OCI (394) (498) 316

Closing balance at 31 March (680) (355) 96

* Net non-controlling interests related to hedging reserve movements for the year ended 31 March 2018 amounted to ZAR88 million (2017: ZAR106 million, 2016: ZAR8 million).

Exposure to foreign currency on uncovered commitments

The below details the Group’s uncovered commitments that are denominated in a currency other than the functional currency of the settling entity:

31 March

2018Currency

amount ofcommit-

ments’m

2018ZAR’m

2017Currency

amount ofcommit-

ments’m

2017ZAR’m

2016Currency

amount ofcommit-

ments’m

2016ZAR’m

Uncovered commitmentsUS dollar 1 327 15 746 913 12 260 1 793 26 486South African Rands 116 116 69 69 – –Euro 85 1 243 103 1 477 110 1 827Other currencies* 9 376 508 4 260 379 164 275

17 613 14 185 28 588

* Include Nigeria naira, British pound and Australian dollar.

Sensitivity analysis

Equity price risk

Management’s best estimate of the reasonably possible changes in the market values of available-for-sale financial assets, assuming all other variables were held constant, specifically foreign exchange rates, would result in an increase in total equity of ZAR10.6 million (2017: ZAR15.2 million, 2016: ZARnil).

Foreign exchange risk

The Group’s presentation currency is the South African Rands, but as it procures goods and services internationally, it is exposed to a number of currencies, of which the exposure to the US dollar, Euro and British pound are the most significant.

The sensitivity results below detail the Group’s sensitivity to a 10% decrease in the Rand against the US dollar, Euro and British pound. These percentage decreases represent management’s assessment of the possible changes in the foreign exchange rates. The sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjusts their translation at the period end for the above percentage change in foreign currency rates.

A 10% decrease of the Rand against the US dollar, Euro and British pound would result in the profit after tax decreasing by ZAR520.32 million (2017: ZAR821.32 million, 2016: increasing by ZAR826.82 million). Changes in other equity would decrease by ZAR267.12 million (2017: ZAR67.62 million, 2016: increase by ZAR287.12 million).

133

Interest rate risk

The sensitivity analysis below has been determined based on the exposure to interest rates for both derivative and non-derivative instruments at the statement of financial position date (after taking into account the effect of hedge accounting).

The Group is mainly exposed to interest rate fluctuations of the South African, American, European and London repo rates. The following changes in the repo rates represent management’s best estimate of the possible change in interest rates at the respective year-ends:

South African repo rate: increases by 100 basis points (2017: increases by 100 basis points, 2016: increases by 100 basis points).

American, European and London repo rates: increases by 100 basis points each (2017: increases by 100 basis points each, 2016: increases by 100 basis points each).

If interest rates changed as stipulated above and all other variables were held constant, specifically foreign exchange rates, the Group’s net profit after tax would increase by ZAR19.1 million (2017: ZAR27.9 million, 2016: ZAR29.4 million).

Total equity would be unaffected by the above changes in interest rates (2017: ZARnil, 2016: ZARnil).

12. FINANCE COSTS/(INCOME)

Interest income and interest expense is recognised by applying the effective interest rate to financial assets and financial liabilities, respectively. The Group recognises foreign exchange gains and losses that relate to borrowings as other finance costs or income. These include, foreign exchange gains and losses on the translation of transponder lease liabilities and foreign exchange contracts. Changes in the fair value of foreign exchange contracts designated as hedges of the transponder lease liabilities are recognised as other finance costs or income.

The Group only takes out cover for up to two years of lease payments, resulting in significant differences between the foreign exchange gains and losses on translation of transponder leases and the foreign exchange contracts.

31 March

2018ZAR’m

2017ZAR’m

2016ZAR’m

Interest paidLoans and overdrafts (704) (707) (580)Transponder leases (648) (640) (461)Other (196) (379) (355)

(1 548) (1 726) (1 396)

Interest receivedLoans and bank accounts 322 316 193Other 377 160 10

699 476 203

Net profit/(loss) from foreign exchange translation and fair-value adjustments on derivative financial instrumentsOn translation of assets and liabilities (75) (3 216) (561)On translation of transponder leases 1 150 501 (950)On translation of forward exchange contracts (376) (236) 491

Other finance income/(costs) – net 699 (2 951) (1 020)

134

13. COMMITMENTS AND CONTINGENCIES

The Group is subject to commitments and contingencies, which occur in the normal course of business, including legal proceedings and claims that cover a wide range of matters. The Group plans to fund these commitments and contingencies out of existing facilities and internally generated funds.

(a) Capital expenditure

Commitments in respect of contracts placed for capital expenditure at 31 March 2018 amount to ZAR106.9 million (2017: ZAR118.8 million, 2016: ZAR128.8 million).

(b) Programme and film rights

At 31 March 2018 the Group had entered into contracts for the purchase of programme and film rights. The Group’s commitments in respect of these contracts amount to ZAR33.5 billion (2017: ZAR26.7 billion, 2016: ZAR33.2 billion).

(c) Set-top boxes

At 31 March 2018 the Group had entered into contracts for the purchase of set-top boxes (decoders). The Group’s commitments in respect of these contracts amount to ZAR2.2 billion (2017: ZAR1.5 billion, 2016: ZAR542.6 million).

(d) Transponder leases

There were no transponder lease commitments outstanding as at 31 March 2018 (2017: ZARnil, 2016: ZAR8.5 billion).

(e) Guarantees

The Group has guarantees of ZAR475 million (2017: ZAR551 million, 2016: ZAR742 million) mainly in respect of payments for sports rights and for service contracts.

(f) Assets pledged as security

The Group pledged property, plant and equipment, investments and cash and cash equivalents with a net carrying value of ZAR12.4 billion (2017: ZAR14.2 billion, 2016: ZAR9.3 billion) for certain term loans. Refer note 17 for further details.

(g) Other commitments

At 31 March 2018 the Group had entered into contracts for the receipt of various services. These service contracts are for the receipt of advertising, satellite capacity, computer and decoder support services, access to networks and contractual relationships with customers, suppliers and employees. The Group’s commitments in respect of these agreements amount to ZAR1.0 billion (2017: ZAR1.9 billion, 2016: ZAR2.3 billion).

(h) Operating lease commitments

The Group has the following operating lease commitments:

31 March

2018ZAR’m

2017ZAR’m

2016ZAR’m

Minimum operating lease paymentsPayable in year one 337 315 293Payable later than one year but not later than five years 676 674 599Payable after five years 260 152 257

1 273 1 141 1 149

The Group leases office, manufacturing, warehouse and satellite uplinks under various non-cancellable operating leases. Certain contracts contain renewal options and escalation clauses for various periods of time.

135

(i) Litigation claims

Taxation matters

The Group operates a number of businesses in jurisdictions where taxes are payable on certain transactions or payments. The Group continues to seek relevant advice and works with its advisers to identify and quantify such tax exposures. Our current assessment of possible withholding and other tax exposures, including interest and potential penalties, amounts to ZAR1.7 billion (2017: ZAR3.5 billion, 2016: ZAR3.1 billion). No provision has been made as at 31 March 2018, 2017 and 2016 for these possible exposures.

14. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

31 March

2018ZAR’m

2017ZAR’m

2016ZAR’m

Trade payables 1 999 1 846 2 102Deferred income* 2 555 2 686 2 716Accrued expenses 2 847 2 962 2 916Taxes and other statutory liabilities 2 177 2 992 3 935Employee benefits 1 014 878 792

bonus accrual 593 589 522accrual for leave 230 221 250severance 191 68 20

Dividends payable – 34 33Other current liabilities 838 638 837

11 430 12 036 13 331

* Relates to subscription fees received from customers in advance.

15. PROVISIONS

31 March

2018ZAR’m

2017ZAR’m

2016ZAR’m

Pending litigation – – 82Ad valorem duties 23 23 23Warranties 20 35 33Other 126 199 25

169 257 163

Provisions relate to a variety of obligations for the Group as follows:

The Group is currently involved in various litigation matters. The litigation provision has been estimated based on legal counsel and management’s estimates of costs and possible claims relating to these.

Included in other provisions are estimated amounts related to other regulatory matters.

136

16. LIQUIDITY MANAGEMENT

Prudent liquidity risk management implies maintaining sufficient cash and marketable securities, the availability of funding through an adequate amount of committed credit facilities and the ability to close out market positions. In terms of the articles of association of the Group, no limitation is placed on its borrowing capacity. The facilities expiring beyond one year are subject to renewal.

31 March

2018ZAR’m

2017ZAR’m

2016ZAR’m

On call – 307 307Expiring within one year – 1 500 1 500Expiring beyond one year 1 983 – –

1 983 1 807 1 807

As at 31 March 2018, 31 March 2017 and 31 March 2016 the Reporting Entity was technically insolvent (total liabilities exceeds total assets of the Reporting Entity). Subsequent to 31 March 2018 the full loan balance payable to MIH Finance VOF as per note 11(d) was recapitalised. In addition, the Reporting Entity has sufficient cash resources and cashflows available to settle its debts as they become due and payable. As a result of this recapitalisation the Reporting Entity will be in a solvent position.

The following analysis details the remaining contractual maturity of the Group’s non-derivative and derivative financial liabilities. The analysis is based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Group can be required to settle the liability. The analysis includes both interest and principal cash flows.

31 March 2018

Carryingvalue

ZAR’m

Contractualcash flows

ZAR’m

0 – 12monthsZAR’m

1 – 5years

ZAR’m5 years +

ZAR’m

Non-derivative financial liabilitiesInterest-bearing: Capitalised finance leases 13 603 17 044 1 323 6 395 9 326Interest-bearing: Loans and other liabilities 9 9 – – 9Non-interest-bearing: Programme and film rights 2 206 2 438 2 438 – –Non-interest-bearing: Loans and other liabilities 180 180 – 156 24Trade payables 2 680 2 869 2 869 – –Accrued expenses and other current liabilities 2 916 2 926 2 926 – –Amounts due to related parties 15 316 15 316 15 316 – –Other financial liabilities 25 28 28 – –Derivative financial (liabilities)/assetsForward exchange contracts – inflow 76 11 375 8 146 3 229 –Forward exchange contracts – outflow (1 509) (12 821) (9 146) (3 675) –Currency devaluation features 20 20 16 4 –

35 522 39 384 23 915 6 108 9 359

137

31 March 2017

Carryingvalue

ZAR’m

Contractualcash flows

ZAR’m

0 – 12monthsZAR’m

1 – 5years

ZAR’m5 years +

ZAR’m

Non-derivative financial liabilitiesInterest-bearing: Capitalised finance leases 16 181 20 754 1 464 6 868 12 422Non-interest-bearing: Programme and film rights 2 686 2 890 2 890 – –Non-interest-bearing: Loans and other liabilities 177 177 – 177 –Trade payables 2 902 3 069 3 069 – –Accrued expenses and other current liabilities 3 235 3 635 3 635 – –Amounts due to related parties 24 574 24 574 – 24 574 –Dividends payable 34 34 34 – –Derivative financial (liabilities)/assetsForward exchange contracts – inflow 2 9 506 6 879 2 627 –Forward exchange contracts – outflow (772) (10 327) (7 650) (2 677) –Currency devaluation features 76 76 64 12 –

49 095 54 388 10 384 31 582 12 422

31 March 2016

Carryingvalue

ZAR’m

Contractualcash flows

ZAR’m

0 – 12monthsZAR’m

1 – 5years

ZAR’m5 years +

ZAR’m

Non-derivative financial liabilitiesInterest-bearing: Capitalised finance leases 12 319 15 945 1 502 5 617 8 826Interest-bearing: Loans and other liabilities 283 283 283 – –Non-interest-bearing: Programme and film rights 2 911 3 070 3 070 – –Non-interest-bearing: Loans and other liabilities 156 156 – 156 –Trade payables 3 011 3 045 3 045 – –Accrued expenses and other current liabilities 3 775 3 419 3 419 – –Amounts due to related parties 26 119 26 119 – 26 119 –Dividends payable 33 33 33 – –Other financial liabilities 32 35 35 – –Derivative financial assetsForward exchange contracts – inflow 391 7 288 5 764 1 524 –Forward exchange contracts – outflow – (6 895) (5 426) (1 469) –Currency devaluation features 161 161 136 25 –

49 191 52 659 11 860 31 972 8 826

138

PART IV – ASSETS TO SUPPORT OUR OPERATIONS

17. PROPERTY, PLANT AND EQUIPMENT

The Group’s property, plant and equipment is acquired either as an outright purchase or, in the case of transmission equipment and certain land and building, by entering into a finance lease.

Property, plant and equipment is stated at cost plus any cost to prepare these assets for their intended use, less accumulated depreciation and accumulated impairment losses.

Subsequent costs, including major renovations, are included in an asset’s carrying value or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. Repairs and maintenance are charged to the income statement.

In the case of assets acquired under finance leases, cost is calculated at the lower of the fair value of the asset and the present value of the minimum lease payments. The interest rate implicit in the lease or, where this cannot be reliably determined, the Group’s incremental borrowing rate is used to calculate the present values of minimum lease payments. The related lease obligation is initially recognised at an equivalent amount (refer to note 11).

Land is not depreciated as its deemed to have an infinite life. All other property, plant and equipment is depreciated to its estimated residual value on a straight-line basis over its expected useful life.

The depreciation methods estimated remaining useful lives and residual values are reviewed at least annually. The estimation of the useful lives of property, plant and equipment is based on historic performance as well as expectations about future use and therefore requires a significant degree of judgement to be applied by management.

South Africa Rest of Africa Technology

Buildings – owned 10 to 50 years 5 to 50 years n/aBuildings – leased 5 years n/a 1 to 10 yearsImprovements to buildings – owned 4 to 50 years 5 to 50 years n/aImprovements to buildings – leased 5 years n/a 3 to 10 yearsManufacturing equipment n/a n/a 5 yearsOffice equipment 2 to 17 years 2 to 5 years 3 to 5 yearsComputer equipment 1 to 10 years 3 to 5 years 1 to 5 yearsFurniture 5 years 2 to 5 years n/aVehicles 2 to 10 years 4 to 5 years n/aTransmission equipment – owned 5 to 20 years 5 to 10 years n/aTransmission equipment – leased 15 years 3 to 15 years n/a

The carrying value of work-in-progress mainly comprises digital terrestrial transmission broadcasting equipment and land and buildings that are under construction.

The Group recognised impairment losses of ZAR111 million (2017: ZAR116 million, 2016: ZAR187 million) on property, plant and equipment, relating to transmission equipment in Rest of Africa due to lower than expected financial performance in Uganda and Mozambique. The impairment losses have been included in “Other (losses)/gains – net” in the income statement. The recoverable amounts of the assets impaired amounted to ZARnil (2017: ZARnil, 2016: ZARnil).

The Group has pledged property, plant and equipment with a carrying value of ZAR12.4 billion (2017: ZAR14.2 billion, 2016: ZAR9.3 billion) as security against certain term loans. The pledge mainly relates to assets acquired in terms of finance leases. The pledge would come into effect should default on the lease payments occur.

139

Landand

buildingsZAR’m

Transmissionequipment

ZAR’m

Vehicles,furniture,computersand office

equipmentZAR’m

TotalZAR’m

1 April 2017Cost 2 653 25 564 2 426 30 643Accumulated depreciation and impairment (590) (8 206) (1 575) (10 371)

Carrying value at 1 April 2017 2 063 17 358 851 20 272

Foreign currency translation effects (87) (949) (49) (1 085)Transfer from work-in-progress 31 126 62 219Acquisitions 17 217 242 476Disposals/scrappings (1) – (8) (9)Impairment – (110) (1) (111)Depreciation (105) (1 978) (324) (2 407)31 March 2018

Cost 2 563 23 780 2 506 28 849Accumulated depreciation and impairment (645) (9 116) (1 733) (11 494)

Carrying value excluding work-in-progress 1 918 14 664 773 17 355

Work-in-progress 230

Total carrying value at 31 March 2018* 17 585

* Includes leased land and buildings and transmission equipment with carrying values of ZAR19  million and ZAR12.4  billion respectively.

140

Landand

buildingsZAR’m

Transmissionequipment

ZAR’m

Vehicles,furniture,computersand office

equipmentZAR’m

TotalZAR’m

1 April 2016Cost 2 801 20 333 2 442 25 576Accumulated depreciation and impairment (572) (6 921) (1 531) (9 024)

Carrying value at 1 April 2016 2 229 13 412 911 16 552

Foreign currency translation effects (187) (1 423) (84) (1 694)Reallocations (9) (65) 74 –Transfer from work-in-progress 165 268 37 470Transfer to assets classified as held-for-sale (104) – (31) (135)Acquisitions* 90 7 166 305 7 561Disposals/scrappings (9) (13) (8) (30)Impairment (1) (105) (10) (116)Depreciation (111) (1 882) (343) (2 336)31 March 2017

Cost 2 653 25 564 2 426 30 643Accumulated depreciation and impairment (590) (8 206) (1 575) (10 371)

Carrying value excluding work-in-progress 2 063 17 358 851 20 272

Work-in-progress 460

Carrying value at 31 March 2017** 20 732

* Includes ZAR819 million transferred from other intangible assets.** Includes leased land and buildings and transmission equipment with carrying values of ZAR38  million and ZAR14.3  billion

respectively.

141

Landand

buildingsZAR’m

Transmissionequipment

ZAR’m

Vehicles,furniture,computersand office

equipmentZAR’m

TotalZAR’m

1 April 2015Cost 1 690 14 689 1 931 18 310Accumulated depreciation and impairment (436) (4 814) (1 236) (6 486)

Carrying value at 1 April 2015 1 254 9 875 695 11 824

Foreign currency translation effects 76 816 51 943Reallocations (3) 6 (3) –Transfer from work-in-progress 909 575 126 1 610Transfer to assets classified as held-for-sale – (54) – (54)Acquisitions 105 4 171 381 4 657Disposals/scrappings (9) (275) (17) (301)Impairment – (185) (2) (187)Depreciation (103) (1 517) (320) (1 940)31 March 2016

Cost 2 801 20 333 2 442 25 576Accumulated depreciation and impairment (572) (6 921) (1 531) (9 024)

Carrying value excluding work-in-progress 2 229 13 412 911 16 552

Work-in-progress 982

Carrying value at 31 March 2016* 17 534

* Includes leased land and buildings and transmission equipment with carrying values of ZAR52  million and ZAR9.3  billion respectively.

142

18. PROGRAMME AND FILM RIGHTS

Programme and film rights are recognised at cost when the rights come into licence or the period to which the sports event relates commences, as set out in the table below. The Group may make prepayments for the rights and such prepayments are recognised as prepayment assets until such time as the asset meets the criteria for initial recognition as a programme and film right.

The Group often contracts for programme and film rights in advance. These non-cancellable contracts are disclosed as commitments, unless a prepayment has been made as explained above.

Programme and film rights Sports events rights

Nature Rights to broadcast programmes, series and films.

Rights to broadcast sports events.

Initial recognition and measurement

Date recognised as an asset Purchased: Date the rights come into licence.

Produced: Capitalised as incurred.

Start of the period to which the events relate.

Measurement on initial recognition1

Purchased: Purchase price translated at spot rate on the purchase date. When a prepayment has been made on a programme and film right, the right will be recorded at the spot rate on prepayment date for the portion of the right prepaid and at the spot rate on licence date for the portion of the licence not prepaid.

Produced: All costs necessary to produce and complete a programme. Costs in excess of the expected net realisable value of the production on completion, are expensed when contracted.

Purchase price translated at spot rate on the date of initial recognition. Any amounts prepaid are re-translated to the spot rate on initial recognition as the Group will be entitled to a refund of the amount prepaid should the sports event not materialise.

Payments made to negotiate and secure the broadcasting of sports events are expensed as incurred.

Gains and losses recognised on foreign exchange contracts entered into to hedge foreign currency cash flows are capitalised to the asset on the date of initial recognition of the purchased and produced content and the sports rights.

Subsequent measurement

Pattern of recognition as an expense

Based on contracted screenings or expensed where management have confirmed that it is their intention that no further screenings will occur.

Average period over which recognised as an expense

Programme and film rights are expensed over 5–7 television screenings.

Sports rights are expensed on a straight-line basis over the period to which the events relate.

Impairment Unscreened content is assessed and any unscheduled content or content that will not be screened is written off immediately.

Sports rights are assessed for impairment by assessing likelihood of the sporting event being cancelled based on facts and circumstances available at year-end.

Note:1 From 1 April 2019 on adoption of IFRIC 22, the group will be required to measure the sport right assets at the spot rate on the date

that the consideration is transferred, except where payment is deferred in which case it will continue to be recognised at the spot rate of the consideration payable at the date of initial recognition of the sport rights assets.

143

31 March

2018ZAR’m

2017ZAR’m

2016ZAR’m

Cost price 9 102 9 851 7 922Accumulated amortisation and impairment (6 568) (7 446) (5 565)

Carrying value of programme and film rights assets 2 534 2 405 2 357Prepayments for programme and film rights 2 376 1 255 1 564

Total programme and film rights 4 910 3 660 3 921

The movement in programme and film right assets for the year is set out below:

2018ZAR’m

2017ZAR’m

2016ZAR’m

Cost 9 851 7 922 6 113Accumulated amortisation and impairment (7 446) (5 565) (4 245)

Opening carrying value at 1 April 2 405 2 357 1 868

Acquisitions 15 360 16 080 13 979Amortisation and impairment (15 231) (16 032) (13 490)

Closing carrying value at 31 March 2 534 2 405 2 357

Cost 9 102 9 851 7 922Accumulated amortisation and impairment (6 568) (7 446) (5 565)

All programme and film rights are classified as current on the statement of financial position.

At 31 March 2018 the Group had entered into contracts for the purchase of programme and film rights. The Group’s commitments in respect of these contracts can be found in note 13.

19. INVENTORY

Inventory is stated at the lower of cost and net realisable value. The cost of inventory is determined by means of the weighted average method.

Net realisable value is the estimate of the selling price, less the costs of completion and selling expenses. Allowances are made for obsolete, unusable and unsaleable inventory and for latent damage first revealed when inventory items are taken into use or offered for sale.

Net realisable value write-downs relate primarily to set-top box subsidies. The Group sells set-top boxes below cost as part of its marketing strategy to acquire subscribers. However, set-top boxes are not necessarily sold at the same time as a customer signs-up for a subscription service, therefore the loss from selling the set-top box below its cost price is not capitalised as customer acquisition cost taken into account in the allocation of subscription revenue.

31 March

2018ZAR’m

2017ZAR’m

2016ZAR’m

Carrying valueDecoders and associated components 923 1 215 2 271Allowance for slow-moving and obsolete inventories (462) (610) (1 089)

461 605 1 182

The total allowance charged to the income statement to write inventory down to net realisable value amounted to ZAR483 million (2017: ZAR672 million, 2016: ZAR1.0 billion), and there was no reversal of these allowances in 2018 (2017: ZARnil, 2016: ZARnil).

144

20. TRADE AND OTHER RECEIVABLES

Trade and other receivables consist primarily of invoiced amounts from normal trading activities and includes agency receivables in the Rest of Africa (agencies ordinarily have 30-day payment terms). The Group has a relatively homogenous customer base, which is primarily residential in nature and is dispersed across many geographical areas. Trade and other receivables are recognised initially at fair value and subsequently stated at amortised cost using the effective interest rate method, less impairment losses. Strict credit control is exercised through monitoring customers’ payment history and when necessary, provision is made for both specific and general doubtful accounts. The Group also monitors the aging of trade receivables and provides for doubtful debts after analysing the possibility of default. Once a debt is considered irrecoverable it is written off as a bad debt.

The Group is exposed to certain concentrations of credit risk relating to its agency receivables in the Rest of Africa. It places its cash, where possible, with major banking groups and high-quality institutions that have high credit ratings. The Group’s treasury policy is designed to limit exposure to any one institution and invests its excess cash in low-risk investment accounts. The counterparties that are used by the Group are evaluated on a continuous basis. At 31 March 2018 cash was held with numerous financial institutions.

As at 31 March 2018, the Directors were unaware of any significant unprovided and uninsured concentration of credit risk, as these are individual households and corporate entities (including agencies in the Rest of Africa).

31 March

2018ZAR’m

2017ZAR’m

2016ZAR’m

Trade accounts receivable, gross 3 491 4 002 3 073Allowance for impairment of trade receivables (658) (755) (425)

Net trade receivables 2 833 3 247 2 648Prepayments 755 524 1 027Staff debtors 18 18 17VAT and related taxes receivable 277 317 351Sundry deposits 19 22 30Other receivables* 925 724 787

Total other receivables 1 994 1 605 2 212

Trade and other receivables 4 827 4 852 4 860

The movement in the allowance for impairment of trade receivables during the year was as follows:Opening balance at 1 April (755) (425) (188)Additional allowances charged to the income statement (77) (422) (263)Allowances reversed through the income statement 93 26 20Allowances utilised 56 59 23Foreign currency translation effects 25 7 (17)

Closing balance at 31 March (658) (755) (425)

* Includes primarily accrued income and clearing receipts.

The Group has not pledged any of its trade receivables as security against its finance leases or other liabilities.

The Group’s maximum exposure to credit risk at the reporting date is the carrying value of the trade and other receivables mentioned above. The Group has a large diversified customer base across many geographical areas. The Group does not hold any form of collateral as security relating to trade receivables.

The total allowance for impairment of trade receivables comprised both portfolio allowances and specific allowances. The majority of the allowance related to a portfolio allowance, which cannot be identified with specific trade receivables.

145

The ageing of trade receivables as well as the amount of the impairment allowance per age class is presented below:

31 March

Carryingvalue2018

ZAR’m

Impair-ment2018

ZAR’m

Carryingvalue2017

ZAR’m

Impair-ment2017

ZAR’m

Carryingvalue2016

ZAR’m

Impair-ment2016

ZAR’m

Neither past due nor impaired 1 028 – 1 143 – 1 022 –Past due 30 to 59 days 450 (47) 616 (165) 501 (73)Past due 60 to 89 days 203 (21) 303 (48) 238 (30)Past due 90 to 119 days 178 (21) 219 (34) 295 (69)Past due 120 days and older* 1 632 (569) 1 721 (508) 1 017 (253)

3 491 (658) 4 002 (755) 3 073 (425)

* Includes ZAR1.1  billion (2017: ZAR1.2  billion, 2016: ZAR610.6 million) of trade receivables relating to the Group’s agency in Angola. A significant portion of the 30 days to 119 days aging buckets also relates to the agency in Angola. Due to constrained liquidity and limited availability of foreign currency, remittances from Angola have been delayed.

21. CASH AND CASH EQUIVALENTS

31 March

2018ZAR’m

2017ZAR’m

2016ZAR’m

Cash at bank and on hand 4 044 6 545 6 898

Cash and cash equivalents consists of South African accounts denominated in Rands and foreign bank accounts. Foreign accounts are translated to South African Rands using the closing spot rate at year-end. All foreign accounts translated at year-end amounted to ZAR2.7 billion (2017: ZAR4.8 billion, 2016: ZAR5.7 billion). Foreign accounts include US dollar accounts amounting to ZAR2.0 billion (2017: ZAR2.0 billion, 2016: ZAR2.3 billion) and Nigeria Naira accounts of ZAR0.3 billion (2017: ZAR2.3 billion, 2016: ZAR2.7 billion).

Included in cash and cash equivalents is the following restricted cash balances:

31 March

2018ZAR’m

2017ZAR’m

2016ZAR’m

Restricted cash 273 322 298

Restricted cash is still included in cash and cash equivalents due to the fact that it mostly relates to cash held on behalf of customers.

Included in cash and cash equivalents is an amount of ZAR69 million (2017: ZAR2.4 billion, 2016: ZARnil) relating to cash balances held by subsidiaries where in-country foreign exchange illiquidity restricts the ability of subsidiaries to remit cash to intermediate holding companies in US dollar. Local currency can still be utilised in-country.

146

22. GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill in a business combination is recognised at the acquisition date when the consideration transferred, and the recognised amount of non-controlling interests exceeds the fair value of the net identifiable assets of the entity acquired. Goodwill and intangible assets with indefinite lives are tested for impairment annually.

Amortisation periods for intangible assets with finite useful lives vary in accordance with the expected benefits that are to be derived, but are subject to the following maximum limits:

Patents 5 yearsTitle rights 10 yearsBrand names and trademarks 30 yearsSoftware 10 yearsIntellectual property rights 30 yearsCustomer-related assets 11 years

An impairment loss recognised for an asset in prior years is reversed if there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognised and the revised recoverable amount exceeds the carrying amount. The reversal of such an impairment loss is recognised in “Other (losses)/gains – net” in the income statement.

GoodwillZAR’m

SoftwareZAR’m

Other*ZAR’m

TotalZAR’m

1 April 2017Cost 4 383 1 145 3 709 9 237Accumulated amortisation and impairment (967) (636) (3 594) (5 197)

Carrying value at 1 April 2017 3 416 509 115 4 040

Foreign currency translation effects (12) (1) (9) (22)Acquisitions – 101 39 140Acquisitions of subsidiaries and business 51 – 122 173Transfer from work-in-progress in property, plantand equipment – – – –Transfers from work-in-progress – 101 – 101Disposals – – (13) (13)Amortisation – (197) (71) (268)Carrying value at 31 March 2018

Cost 4 317 1 319 3 369 9 005Accumulated amortisation and impairment (862) (806) (3 186) (4 854)

Carrying value excluding work-in-progress 3 455 513 183 4 151

Work-in-progress 39

Carrying value at 31 March 2018 4 190

* Includes intellectual property rights and subscriber base with carrying values of ZAR82 million and ZAR51 million, respectively, and brand names that have been fully amortised.

147

GoodwillZAR’m

SoftwareZAR’m

Other*ZAR’m

TotalZAR’m

1 April 2016Cost 4 626 1 002 4 737 10 365Accumulated amortisation and impairment (1 062) (494) (3 767) (5 323)

Carrying value at 1 April 2016 3 564 508 970 5 042

Foreign currency translation effects (9) (1) (54) (64)Acquisitions – 172 99 271Impairment – (10) – (10)Transfer to property, plant and equipment – – (819) (819)Transfer from work-in-progress – 6 – 6Disposals – – (2) (2)Amortisation – (165) (79) (244)Transfer to assets classified as held-for-sale (139) (1) – (140)31 March 2017

Cost 4 383 1 145 3 709 9 237Accumulated amortisation andimpairment (967) (636) (3 594) (5 197)

Carrying value excluding work-in-progress 3 416 509 115 4 040

Work-in-progress 14

Carrying value at 31 March 2017 4 054

* Includes intellectual property rights with a carrying value of ZAR22 million and subscriber base and brand names that have been fully amortised.

** The transfer relates mainly to transponder lease prepayments that were initially recognised as an intangible asset and then subsequently transferred to property, plant and equipment as the finance lease was capitalised.

GoodwillZAR’m

SoftwareZAR’m

Other*ZAR’m

TotalZAR’m

1 April 2015Cost 4 322 750 4 036 9 108Accumulated amortisation and impairment (815) (385) (3 310) (4 510)

Carrying value at 1 April 2015 3 507 365 726 4 598Foreign currency translation effects 132 54 36 222Acquisitions – 410 313 723Impairment (75) – – (75)Transfer from work-in-progress – 23 – 23Disposals – (209) (9) (218)Amortisation – (133) (96) (229)Transfer to assets classified as held-for-sale – (2) – (2)31 March 2016

Cost 4 626 1 002 4 737 10 365Accumulated amortisation and impairment (1 062) (494) (3 767) (5 323)

Carrying value excluding work-in-progress 3 564 508 970 5 042

Work-in-progress 14

Carrying value at 31 March 2016 5 056

* Includes intellectual property rights with a carrying value of ZAR39 million and subscriber base and brand names that have been fully amortised.

148

Impairment testing of goodwill

The Group recognised impairment losses on goodwill of ZARnil (2017: ZARnil, 2016: ZAR75 million).

The Group has allocated goodwill to various cash-generating units. The recoverable amounts of these cash-generating units have been determined based on value in use calculations. Value in use is based on discounted cash flow calculations. The Group based its cash flow calculations on three-year budgeted and forecast information approved by senior management and/or the various boards of Directors of Group companies. Long-term average growth rates for the respective countries in which the entities operate or, where more appropriate, the growth rate of the cash-generating units, were used to extrapolate cash flows into the future. The discount rates used reflect specific risks relating to the relevant cash-generating units and the countries in which they operate while maximising the use of market observable data. Other assumptions included in cash flow projections vary widely between cash-generating units due to the Group’s diverse range of business models, and are closely linked to entity-specific key performance indicators.

The Group allocated goodwill to the following Groups of cash-generating units:

Carryingvalue of

goodwillZAR’m

Basis ofdetermi-nation of

recoverableamount

Discountrate

applied topre-tax

cash flows%

Growthrate usedto extra-

polatecash flows

%

Groups of cash-generating unitsTechnology 183 Value in use 16.0 1.0South Africa 3 272 Value in use 13.0 3.0

3 455

Pre-tax discount rates have been applied as value in use was determined using pre-tax cash flows. Impairment testing is performed using the appropriate local currency cash flows, and accordingly, discount rates take into account country risk premiums and inflation differentials as appropriate.

If either the discount rate applied to cash flows were to increase by 5% or the growth rate used to extrapolate cash flows were to decrease by 5%, or if both the discount rate and the growth rate were to increase and decrease by 5% respectively, there would be no further significant impairments that would have to be recognised.

149

23

. IN

VE

ST

ME

NT

S I

N S

UB

SID

IAR

IES

All

su

bsid

iari

es h

ave

the

sam

e fi

nan

cial

yea

r-en

d a

s M

ult

iCh

oice

Gro

up

Lim

ited

.

Th

e fo

llow

ing

in

form

atio

n r

elat

es t

o th

e G

rou

p’s

in

tere

st i

n i

ts s

ign

ific

ant

subs

idia

ries

:

Na

me

of s

ub

sid

iary

Eff

ecti

ve

per

cen

tag

ein

tere

stN

atu

re o

fb

usi

nes

sC

oun

try

of

inco

rpor

ati

onF

un

ctio

na

lcu

rren

cyD

irec

t/in

dir

ect

20

18 %

20

17 %

20

16 %

Sou

th A

fric

aM

ult

iCh

oice

Sou

th A

fric

a H

old

ing

s P

rop

riet

ary

Lim

ited

80

.08

0.0

80

.0In

vest

men

t h

old

ing

Sou

th A

fric

aZ

AR

Dir

ect

Ele

ctro

nic

Med

ia N

etw

ork

P

rop

riet

ary

Lim

ited

(M

-Net

)8

0.0

80

.08

0.0

Vid

eo e

nte

rtai

nm

ent

con

ten

t p

rovi

der

Sou

th A

fric

aZ

AR

Ind

irec

t

Su

per

Sp

ort

Inte

rnat

ion

al H

old

ing

s P

rop

riet

ary

Lim

ited

80

.08

0.0

80

.0V

ideo

en

tert

ain

men

t co

nte

nt

pro

vid

erS

outh

Afr

ica

ZA

RIn

dir

ect

DS

tv M

edia

Sal

es P

rop

riet

ary

L

imit

ed8

0.0

80

.08

0.0

Com

mer

cial

air

tim

e sa

les

Sou

th A

fric

aZ

AR

Ind

irec

t

Mu

ltiC

hoi

ce P

rop

riet

ary

Lim

ited

80

.08

0.0

80

.0S

ubs

crip

tion

tel

evis

ion

Sou

th A

fric

aZ

AR

Ind

irec

tM

ult

iCh

oice

Sou

th A

fric

a P

rop

riet

ary

Lim

ited

80

.08

0.0

80

.0S

ubs

crip

tion

tel

evis

ion

Sou

th A

fric

aZ

AR

Ind

irec

t

Mu

ltiC

hoi

ce S

up

por

t S

ervi

ces

Pro

pri

etar

y L

imit

ed8

0.0

80

.08

0.0

Su

bscr

iber

man

agem

ent

and

tec

hn

ical

su

pp

ort

serv

ices

an

d p

rop

erty

h

old

ing

com

pan

y

Sou

th A

fric

aZ

AR

Ind

irec

t

Res

t of

Afr

ica

Mu

ltiC

hoi

ce A

fric

a H

old

ing

s B

.V.

Gro

up

10

0.0

10

0.0

10

0.0

Inve

stm

ent

hol

din

gT

he

Net

her

lan

ds

US

$D

irec

t

Mu

ltiC

hoi

ce N

iger

ia L

imit

ed7

9.0

79

.07

9.0

Su

bscr

ipti

on t

elev

isio

nN

iger

iaN=

Ind

irec

tM

ult

iCh

oice

Ug

and

a L

imit

ed7

5.0

75

.07

5.0

Su

bscr

ipti

on t

elev

isio

nU

gan

da

US

XIn

dir

ect

Mu

ltiC

hoi

ce Z

ambi

a L

imit

ed5

1.0

51

.05

1.0

Su

bscr

ipti

on t

elev

isio

nZ

ambi

aZ

KIn

dir

ect

Mu

ltiC

hoi

ce K

eny

a L

imit

ed6

0.0

60

.06

0.0

Su

bscr

ipti

on t

elev

isio

nK

eny

aK

SH

Ind

irec

tM

ult

iCh

oice

Tan

zan

ia L

imit

ed6

0.0

60

.06

0.0

Su

bscr

ipti

on t

elev

isio

nT

anza

nia

TS

HIn

dir

ect

Tec

hn

olog

yIr

det

o B

.V.

10

0.0

10

0.0

10

0.0

Tec

hn

olog

y d

evel

opm

ent

Th

e N

eth

erla

nd

sU

S$

Dir

ect

Ird

eto

Sou

th A

fric

a P

rop

riet

ary

L

imit

ed1

00

.01

00

.01

00

.0M

ark

et r

esea

rch

an

d

sup

por

t se

rvic

esS

outh

Afr

ica

ZA

RIn

dir

ect

150

The summarised financial information contained below relates to subsidiaries of the Group that are considered to have significant non-controlling interests:

MultiChoice NigeriaLimited

MultiChoice South AfricaHoldings Proprietary

Limited

31 March2018

ZAR’m

31 March2017

ZAR’m

31 March2016

ZAR’m

31 March2018

ZAR’m

31 March2017

ZAR’m

31 March2016

ZAR’m

Summarised statement of financial positionNon-current assets 1 178 1 671 2 669 17 047 17 964 12 788Current assets 902 2 779 3 773 10 054 9 868 10 675Assets classified as held-for-sale – – – – 378 140

Total assets 2 080 4 450 6 442 27 101 28 210 23 603

Non-current liabilities 4 201 5 322 6 319 8 877 10 128 5 616Current liabilities 11 041 11 263 8 086 9 355 9 768 9 689Liabilities classified as held-for-sale – – – – 217 15

Total liabilities 15 242 16 585 14 405 18 232 20 113 15 320

Accumulated non-controlling interests (2 764) (2 548) (1 672) 1 774 1 620 1 656Summarised income statementRevenue 4 049 4 730 6 419 40 165 40 544 35 704Net (loss)/profit for the year (4 348) (8 210) (1 453) 7 789 6 828 6 005Other comprehensive income – – – (485) (552) 116

Total comprehensive (loss)/income (4 348) (8 210) (1 453) 7 304 6 276 6 121

(Loss)/profit attributable to non-controlling interests (913) (1 724) (305) 1 461 1 255 1 224Dividends paid to non-controlling interests – – – 1 300 1 300 1 240Summarised statement of cash flowsCash flows (utilised in)/generated from operating activities (894) 1 411 2 221 7 461 9 054 6 731Cash flows utilised in investing activities (83) (165) (336) (390) (715) (1 237)Cash flows (utilised in)/generated from financing activities (559) (480) 171 (7 325) (7 695) (6 057)

24. ACQUISITIONS AND DISPOSALS OF SUBSIDIARIES AND BUSINESSES

In April 2016 Smart Village Proprietary Limited acquired an additional 50% equity interest in Heritage Hill Proprietary Limited for ZAR2 million.

In October 2016 as part of a restructuring, MultiChoice Africa Holdings B.V. group acquired 100% of the share capital of SuperSport Holdings B.V. for no consideration. As a result of this restructuring the Group acquired ZAR80 million in cash held by SuperSport Holdings B.V.

In November 2016 the Group disposed of its 100% investment in its subsidiary Smart Village Proprietary Limited following regulatory approval. Smart Village Proprietary Limited was classified as held-for-sale as at 31 March 2016 and prior to its disposal.

In June 2017 the assets and liabilities of Huntley Media Services Proprietary Limited (formerly MWEB Connect Proprietary Limited), a wholly owned subsidiary of MultiChoice South Africa Holdings Proprietary Limited, was sold following regulatory approval. MWEB Connect Proprietary Limited was classified as held-for-sale as at 31 March 2017 prior to its disposal.

151

In December 2017 the Group acquired 100% of the share capital of Denuvo GmbH, an application protection and anti-piracy technology platform for a purchase consideration of ZAR185 million.

31 March

2018ZAR’m

2017ZAR’m

2016ZAR’m

Disposal of subsidiaries and businessesCarrying value of net assets disposed 23 133 –Gain on disposal 118 87 –

Net cash inflow on disposal of subsidiaries and businesses 141 220 –

Acquisition of subsidiariesCarrying value of net assets acquired 185 80 –Purchase consideration (185) – –Amount to be settled in future 10 – –Net cash in subsidiary acquired 61 80 –

Net cash (outflow)/inflow from acquisition of subsidiary (114) 80 –

The historical financial information for the years ended 31 March 2018, 2017 and 2016 includes the following results for Smart Village Proprietary Limited and Huntley Media Services Proprietary Limited:

31 March

2018ZAR’m

2017ZAR’m

2016ZAR’m

Smart Village Proprietary LimitedRevenue – 51 68Profit/(loss) for the year – 225 (7)

Huntley Media Services Proprietary LimitedRevenue 178 1 086 1 097Profit for the year 182 57 88

Information on assets and liabilities classified as held-for-sale

Both disposals listed above were classified as held-for-sale in the 31 March 2017 and 31 March 2016 financial year respectively. Details of the assets and liabilities classified as held-for-sale are set out below:

31 March

2018ZAR’m

2017ZAR’m

2016ZAR’m

Assets classified as held-for-saleProperty, plant and equipment – 135 54Goodwill and other intangible assets – 140 2Investment in joint venture – – 2Inventory – 1 21Trade and other receivables – 18 13Amounts due from related parties – – 31Cash and cash equivalents – 84 17

– 378 140

Liabilities classified as held-for-saleDeferred taxation liabilities – – 3Trade payables – 43 8Accrued expenses and other current liabilities – 174 4

– 217 15

152

25. INVESTMENTS AND LOANS

Notes

31 March

2018ZAR’m

2017ZAR’m

2016ZAR’m

Investment in joint ventures (a) 18 110 170Available-for-sale investment (b) 105 152 170Other investments and loans – 1 7

123 263 347

(a) Investment in joint ventures

All of these entities are unlisted. They are all incorporated and have their principal place of business in South Africa. All these entities have the same year-end and all have the South African Rand as their functional currency:

Name of company

Effective interest Carrying value

2018%

2017%

2016%

2018ZAR’m

2017ZAR’m

2016ZAR’m

KwaZulu-Natal Cricket ProprietaryLimited 50 50 50 (2) (2) (1)Western Province Professional CricketProprietary Limited 50 50 50 (1) (1) (1)Titans Cricket Proprietary Limited 50 50 50 19 20 19Vast Networks Proprietary Limited 49 49 49 2 93 153

18 110 170

The Group continues to recognise losses in these investments as the Group guarantees the obligations related to these losses.

(b) Available-for-sale investment

In March 2016 the Group acquired 1 200 000 shares in Phuthuma Nathi Investments 2 (RF) Limited at a cost price of ZAR160 per share. At year-end these shares were revalued to market value of ZAR88 per share (2017: ZAR127 per share, 2016: ZAR142 per share).

153

PART V – OTHER DISCLOSURES

26. SHARE CAPITAL

The share capital represents the number of authorised and issued shares of MultiChoice Group Limited, as if the entity had always existed.

Share capital has been stated at the nominal value of the shares. The aggregated combined share capital of the entities included in the combined financial information has been presented in retained earnings.

31 March

2018ZAR’m

2017ZAR’m

2016ZAR’m

Authorised and Issued*Zero ordinary shares – – –

* Upon unbundling 1 000 000 000 ordinary shares will be authorised and 438 837 468 ordinary shares will be issued.

Capital management

The Group’s objectives when managing capital are to safeguard its ability to continue as a going concern, so that it can continue to provide adequate returns to shareholders and benefits for other stakeholders by pricing products and services commensurately with the level of risk.

The Group relies upon distributions, including dividends, from its subsidiaries to generate the funds necessary to meet the obligations and other cash flow requirements of the combined Group.

Funding to subsidiaries is provided through a combination of loans and share capital, depending on the country-specific regulatory requirements. Intergroup loan funding is generally considered to be part of the capital structure. The focus on increased profitability and cash flow generation will continue into the foreseeable future, although the Group will continue to actively evaluate potential growth opportunities within its areas of expertise.

The Group follows a risk-based approach to the determination of the optimal capital structure. The Group manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or modify the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.

The Group does not have a formally targeted debt-equity ratio. The Group has specific financial covenants in place with various financial institutions to govern its debt, all of which were complied with during the reporting period.

South African Exchange Control Regulations restrict the export of capital from the CMA. Approval by the SARB is required for any acquisitions outside of the CMA if the acquisition is funded from within the CMA.

154

27. RELATED PARTY BALANCES AND TRANSACTIONS

(a) Related party balances

NotesNature of relationship

31 March

2018ZAR’m

2017ZAR’m

2016ZAR’m

Amounts due to related parties: Non-current 11 (15 000) (24 175) (25 637)Amounts due to related parties: Current 11 (316) (399) (482)Amounts due from related parties: Non-current (i) 1 191 572 5Amounts due from related parties: Current (ii) 139 156 264

(13 986) (23 846) (25 850)

(i) Amounts due from related parties: Non-currentMIH Treasury Services Proprietary Limited Fellow subsidiary 966 539 –Vast Networks Proprietary Limited Joint venture 99 20 –Other Fellow subsidiaries 126 13 5

1 191 572 5

(ii) Amounts due from related parties: CurrentMIH Finance VOF Fellow subsidiary 64 9 –Showmax B.V. (Polish entities) Fellow subsidiary 20 27 106PayU Global B.V. Fellow subsidiary 24 85 67Other Fellow subsidiaries 31 35 91

139 156 264

These current balances are unsecured, interest-free and have no fixed terms of repayment.

155

(b) Related party transactions

The Group entered into transactions with a number of related parties, including equity investees, shareholders and entities under common control. The significant transactions with related parties are summarised below. Transactions that are eliminated on consolidation are not included.

Nature ofrelationship

31 March

2018ZAR’m

2017ZAR’m

2016ZAR’m

Sales of goods and services:Showmax B.V. (Polish entities) Fellow subsidiary 235 336 112Other Fellow subsidiaries 16 39 42

251 375 154

Purchases of goods and services:Showmax B.V. (Polish entities) Fellow subsidiary (445) (418) (103)Local Productions (Kenya) Limited Fellow subsidiary – (45) (93)New Media Publishing Proprietary Limited Fellow subsidiary (84) (130) (138)Media24 Proprietary Limited Fellow subsidiary (99) (93) (102)Myriad International Holdings B.V. Fellow subsidiary – (39) (29)MIH Holdings Proprietary Limited* Fellow subsidiary – (89) (60)Other Fellow subsidiaries (3) (3) (7)

(631) (817) (532)

* Management fees were historically allocated to entities in the Group for corporate services rendered by MIH Holding Proprietary Limited. These services would include internal audit, group finance, treasury services, share trust administration, company secretarial and services performed by corporate executives and Directors.

Nature ofrelationship

31 March

2018ZAR’m

2017ZAR’m

2016ZAR’m

Interest (paid)/received:

MIH Holdings Proprietary Limited Fellow subsidiary (41) (69) (41)MIH Finance VOF Fellow subsidiary (610) (500) (362)Buscapé Company Limited Fellow subsidiary – (70) (88)Other Fellow subsidiaries 6 1 1

(645) (638) (490)

28. FAIR VALUE OF FINANCIAL INSTRUMENTS

The calculation of fair value requires various inputs into the valuation methodologies used.

The source of the inputs used affects the reliability and accuracy of the valuations. Significant inputs have been classified into the hierarchical levels in line with IFRS 13 – Fair value measurement, as shown below.

Level 1: Quoted prices in active markets for identical assets or liabilities.

Level 2: Inputs other than quoted prices that are observable for the asset or liability (directly or indirectly).

Level 3: Inputs for the asset or liability that are unobservable.

156

(a) Fair value of instruments measured at fair value

The fair values of the Group’s financial instruments that are measured at fair value are categorised as follows:

Financial instrument

Fair value2018

ZAR’m

Fair value2017

ZAR’m

Fair value2016

ZAR’mValuationmethod

Level infair value hierarchy

Financial assetsAvailable-for-sale investment

105 152 170 Quoted prices in an active market

Level 1

Forward exchange contracts

76 29 566 Fair value using forward exchange rates that are publicly available

Level 2

Currency devaluation features

20 76 161 The fair value is calculated based on the LIBOR rate

Level 3

Financial liabilitiesForward exchange contracts

1 509 799 175 Fair value using forward exchange rates that are publicly available

Level 2

(b) Fair value of instruments not measured at fair value

The Group discloses the fair values of the following financial instruments as their carrying values are not a reasonable approximation of their fair values:

Financial instrument

Carryingvalue 2018

ZAR’m

Fair value 2018

ZAR’m

Carryingvalue 2017

ZAR’m

Fair value 2017

ZAR’m

Carryingvalue 2016

ZAR’m

Fair value2016

ZAR’m

Financial liabilitiesCapitalised finance leases 13 603 13 212 16 181 16 031 12 319 12 756

The carrying values of all other financial instruments are considered to be a reasonable approximation of their fair values.

29. SUBSEQUENT EVENTS

During September 2018, Naspers Limited announced that it would separately list its video entertainment business on the Johannesburg Stock Exchange (JSE) and simultaneously unbundle the shares in this business to its shareholders (transaction), as outlined in the main body of the Pre-listing Statement.

During October 2018, management received confirmation that a contingent liability of R340 million, which was disclosed at 31 March 2018 had been resolved in the Group’s favour with no further potential exposure for the Group.

On 9 November 2018, the Competition Commission submitted its report to the Competition Tribunal in which it recommended that the channel distribution agreement concluded between MultiChoice South Africa Holdings (Proprietary) Limited (MCSA) and the South African Broadcasting Corporation (SABC) amounted to a merger which required notification. The business maintains that the agreement is a standard channel distribution agreement and it will be challenging the Commission’s recommendation in the proceedings to be held before the Competition Tribunal. No provisions or contingencies have been raised as at 30 September 2018.

During the periods, the Group did not exist and therefore there were no issued shares. Upon unbundling from Naspers Limited, the Group will issue 438 837 468 ordinary shares. The value of these ordinary shares will be determined upon issue.

Subsequent to 31 March 2018 the full loan balance payable to MIH Finance VOF as per note 11(d) was recapitalised.

157

30. RECENTLY ISSUED ACCOUNTING STANDARDS

The IASB issued a number of standards, amendments to standards and interpretations during the year ended 31 March 2018.

(i) The following amended accounting standards have been adopted by the Group and are applicable for the first time during the year ended 31 March 2018. Other than additional disclosure, these pronouncements had no effect on the Group’s historical financial information:

Standard/Interpretation Title

IAS 7 Statement of Cash Flows

IAS 12 Income Taxes

Various Annual Improvements to IFRS 2014 – 2016 Cycle 2016

(ii) The following new standards, interpretations and amendments to existing standards are not yet effective as at 31 March 2018. The Group is currently evaluating the effects of these standards and interpretations, which have not been early adopted:

Standard/Interpretation Title Effective for year ending

IFRS 9 Financial Instruments March 2019

IFRIC 22 Foreign Currency Transactions and Advance Consideration

March 2019

IFRS 16 Leases March 2020

IFRS 10/IAS 28 Sale or Contribution of Assets between an Investor and its Associate or Joint Venture

To be determined by the IASB

IFRS 9 Financial Instruments

IFRS 9 Financial Instruments (IFRS 9) was issued in July 2014, replacing IAS 39 Financial Instruments: Recognition and Measurement (IAS 39). The Group will apply IFRS 9 from 1 April 2018 (the 2019 financial year). As permitted by IFRS 9’s transitional provisions, the Group will not restate comparative information.

The Group has performed a detailed assessment to determine the impact of IFRS 9 on its reporting and will conclude the assessment process in the 2019 financial year. Based on the assessment performed to date, the Group expects the following impacts to arise from the initial application of IFRS 9.

Classification and measurement

In terms of IAS 39, the Group classifies equity investments as available-for-sale investment (refer to note 25) with changes in fair value recognised in other comprehensive income. On disposal or impairment, cumulative fair-value changes recognised in other comprehensive income are reclassified to the income statement. Furthermore, certain available-for-sale investments are measured at cost as their fair value cannot be measured with sufficient reliability.

IFRS 9 classifies these investments as financial assets at fair value through other comprehensive income and does not permit the reclassification of cumulative fair-value changes to the income statement on disposal or impairment. Further, IFRS 9 no longer permits cost measurement where fair value cannot be measured with sufficient reliability. These investments are, however, not significant to the combined historical financial information. The Group will accordingly no longer reclassify cumulative fair-value changes on these investments to the income statement but will transfer such cumulative changes to retained earnings on disposal of an investment. Total losses recognised in other comprehensive income relating to available-for-sale investments during the year ended 31 March 2018 amounted to losses of ZAR47 million (2017: losses of ZAR18 million, 2016: gain of ZAR158 million).

Impairment

IFRS 9 introduces a forward-looking impairment model, based on expected credit losses, to replace the incurred loss model in terms of IAS 39. In terms of IFRS 9, the Group’s impairment methodology will take forward-looking information that has been demonstrated to be predictive of credit losses into consideration.

158

The Group expects the IFRS 9 impairment model to increase existing impairment allowances (refer to note 20) and will determine the final impact in the 2019 financial year. At present, the Group expects that the impairment allowances recognised as at 31 March 2018 will increase by ZAR171 million.

Hedge accounting

The Group does not expect IFRS 9 to have an impact on its current hedge accounting practices and accordingly current hedging practices are expected to continue unaffected.

IFRIC 22 Foreign Currency Transactions and Advance Consideration

IFRIC 22 Foreign Currency Transactions and Advance Consideration (IFRIC 22) clarifies the accounting for non-monetary assets and liabilities arising from the payment or receipt of advance consideration in a foreign currency. IFRIC 22 determines that these items (typically prepaid expenses and deferred revenue) should not be retranslated to the Reporting Entity’s functional currency after initial recognition. The Group will apply IFRIC 22 from 1 April 2018 on a prospective basis.

The Group currently re-translates certain foreign currency prepaid expenses and deferred revenue balances after initial recognition. With effect from 1 April 2018, the Group will no longer retranslate these items after initial recognition. The Group expects the initial application of IFRIC 22 to have an impact on foreign exchange gains or losses recognised from the 2019 financial year. The impact on affected non-monetary assets and liabilities as at 1 April 2018 will be recognised as an adjustment to the opening balance of retained earnings and the Group expects that the total adjustment will be a credit (increase) to retained earnings of ZAR174 million.

IFRS 16 Leases

IFRS 16 Leases (IFRS 16) was issued in January 2016, replacing IAS 17 Leases and IFRIC 4 Determining whether an Arrangement contains a Lease. IFRS 16 contains principles for the recognition, measurement, presentation and disclosure of leases. In terms of IFRS 16, the Group will recognise all leases (with limited exceptions) as right-of-use assets and obligations to make lease payments in the statement of financial position.

The Group will apply IFRS 16 for the first time during the year ending 31 March 2020 and is currently in the process of assessing the impact of IFRS 16. The Group expects that the impact will largely relate to the recognition of existing operating lease commitments (refer to note 13 for these commitments as at 31 March 2018) as right-of-use assets and obligations to make lease payments in the statement of financial position.

159

Annexe 2.a

INDEPENDENT REPORTING ACCOUNTANT’S AUDIT REPORT ON THE COMBINED HISTORICAL FINANCIAL INFORMATION FOR THE

YEAR ENDED 31 MARCH 2018

To the Directors of MultiChoice Group Limited

Our opinion

MultiChoice Group Limited is issuing a pre-listing statement to its shareholders (the “Pre-listing Statement”) regarding its proposed distribution of the entire shareholding in MultiChoice Group Limited by Naspers Limited to its shareholders (the “Unbundling”), whereby on implementation MultiChoice Group Limited will be unbundled from Naspers Limited and listed as an independent publicly traded company (the “Admission”) and unbundled from Naspers Limited (together the “Proposed Transaction”).

In our opinion, the Combined Historical Financial Information as set out in Annexe 1 of the Pre-listing Statement (the “Combined Historical Financial Information”) presents fairly, in all material respects, the financial position of the entities (“Reporting Entity”) listed in Note 1 to the Combined Historical Financial Information as at 31 March 2018 and its combined financial performance and its combined cash flows for the year then ended in accordance with International Financial Reporting Standards (IFRS) and the JSE Limited Listings Requirements.

What we have audited

At your request and solely for the purpose of the Pre-listing Statement to be dated on or about 21 January 2019, we have audited the Combined Historical Financial Information, which comprises:

• the combined statement of financial position as at 31 March 2018;

• the combined income statement for the year then ended;

• the combined statement of comprehensive income for the year then ended;

• the combined statement of changes in equity for the year then ended;

• the combined statement of cash flows for the year then ended; and

• the notes to the combined historical financial information, which include a summary of significant accounting policies.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the Reporting accountant’s responsibilities for the audit of the Combined Historical Financial Information section of our report below.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Independence

We are independent of the Reporting Entity in accordance with the Independent Regulatory Board for Auditors Code of Professional Conduct for Registered Auditors (IRBA Code) and other independence requirements applicable to performing audits of financial statements in South Africa. We have fulfilled our other ethical responsibilities in accordance with the IRBA Code and in accordance with other ethical requirements applicable to performing audits in South Africa. The IRBA Code is consistent with the International Ethics Standards Board for Accountants Code of Ethics for Professional Accountants (Parts A and B).

Purpose of this report

This report has been prepared for the purpose of the Pre-listing Statement and for no other purpose.

160

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the Combined Historical Financial Information for the year ended 31 March 2018. These matters were addressed in the context of our audit of the Combined Historical Financial Information for the year ended 31 March 2018 as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key audit matter How our audit addressed the key audit matter

1. Preparation of Combined Historical Financial Information

As MultiChoice Group Limited was only incorporated on 4 September 2018 it did not historically constitute a legal group for reporting purposes. The Combined Historical Financial Information has been prepared by aggregating the historical financial information of the entities listed in Note 1 to the Combined Historical Financial Information.

For the period covered by the Combined Historical Financial Information, the entities listed in Note 1 to the Combined Historical Financial Information were under the common control of Naspers Limited. As all these entities are ultimately controlled by Naspers Limited before and after the Proposed Transaction, this meets the definition of a common control transaction, which is excluded from the scope of IFRS 3 – Business combinations. Accordingly, the Reporting Entity needed to apply judgement to develop an accounting policy to account for the Proposed Transaction that provides reliable and relevant information in accordance with IAS 8 – Accounting Policies, Changes in Accounting Estimates and Errors (refer to Note 1 Basis of preparation where the principles applied in the preparation of the Combined Historical Financial Information are set out).

The preparation of the Combined Historical Financial Information was considered to be a matter of most significance to our audit due to:

• the judgement applied in determining the principles to be applied to account for the Proposed Transaction,

• the identification of the businesses to be aggregated,

• the application of the principles applied in preparing the Combined Historical Financial Information,

• translation from functional currency to the reporting currency as required by IAS 21 – The effects of changes in foreign exchange rates, and

• compliance of the Combined Historical Financial Information with the requirements of the JSE Limited Listings Requirements.

We assessed the appropriateness of the basis on which the Combined Historical Financial Information was prepared by performing the following procedure:

• We involved our accounting specialists in evaluating whether the principles applied in the preparation of the Combined Historical Financial Information are appropriate and prepared in accordance with IFRS requirements and found these to be appropriate.

We obtained management’s workings for preparing the Combined Historical Financial Information and performed the following procedures:

• We inspected the signed MIHH Share for Share Agreement for purposes of obtaining an understanding of the Proposed Transaction and identifying the businesses to be combined and confirmed that these have been appropriately included in management’s workings,

• For material businesses, we agreed the workings to the audited results of the businesses expressed in their functional currency with no material exceptions,

• We assessed the reasonableness of the translation rates applied by management by comparing these to external rates with no material exceptions,

• We assessed that the accounting principles as set out in Note 1 to the Combined Historical Financial Information have been appropriately applied by management in their workings and noted no inconsistencies, and

• For the remaining insignificant businesses, we performed analytical review procedures and did not identify any exceptions.

By making use of our reporting accountant specialists, we assessed the compliance of the Combined Historical Financial Information with the JSE Limited Listings Requirements with no material exceptions.

161

Key audit matter How our audit addressed the key audit matter

2. Accounting for taxation

The entities listed in Note 1 to the Combined Historical Financial Information operate across many tax jurisdictions. Due to the inherent nature of exposures in developing markets, specifically within Africa, the entities have recognised tax provisions and contingencies to account for these factors.

Management applies their judgement to estimate the potential exposure where the interpretation of the applicable tax laws and regulations could be subjective.

Accounting for taxation was a matter of most significance to our audit due to the:

• complexity and nature of these exposures;

• significant level of management judgement involved in interpreting specific Acts; and

• practices in determining the amounts of these liabilities.

For further information refer to note 2 (principal accounting policies) and notes 8, 9, 13(i) and 15 (financial disclosures) of the Combined Historical Financial Information.

With the assistance of our international tax specialists, we evaluated management’s assessment of tax exposures relating to withholding tax, value-added tax, permanent establishment exposure and other taxes.

Meetings were held between our international tax specialists and the Reporting entities local territories’ tax advisers and management to discuss the significant exposures and evaluate the reasonableness of management’s conclusions. To corroborate management’s assessment, we inspected the correspondence received by management from the tax authorities and the Reporting entities legal advisers. Where required, we performed an independent recalculation of the tax exposures and the related deferred tax balances as well as reviewing the appropriateness of the disclosures in the Combined Historical Financial Information.

Other Matter

The Combined Historical Financial Information of MultiChoice Group Limited as at 31 March 2017 and 31 March 2016, and for the years then ended were not audited but were subject to review. A review engagement is substantially less in scope than an audit. The review report dated 17 January 2019 expressed an unqualified conclusion and is included as Annexe 2.b to the Pre-listing Statement.

Responsibilities of the directors for the Combined Historical Financial Information

The Directors of MultiChoice Group Limited are responsible for the preparation, contents and presentation of the Pre-listing Statement and are responsible for ensuring that MultiChoice Group Limited complies with the JSE Limited Listings Requirements.

The Directors of MultiChoice Group Limited are responsible for the preparation and fair presentation of the Combined Historical Financial Information in accordance with International Financial Reporting Standards and the JSE Limited Listings Requirements, and for such internal control as the directors determine is necessary to enable the preparation of Combined Historical Financial Information that are free from material misstatement, whether due to fraud or error.

In preparing the Combined Historical Financial Information, the Directors of MultiChoice Group Limited are responsible for assessing the ability of the entities set out in Note 1 to the Combined Historical Financial Information to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or if there is no realistic alternative but to do so.

Reporting accountant’s responsibilities for the audit of the Combined Historical Financial Information

Our objectives are to obtain reasonable assurance about whether the Combined Historical Financial Information as a whole are free from material misstatement, whether due to fraud or error, and to issue a reporting accountant’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this combined historical financial information.

162

As part of an audit in accordance with ISAs, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the combined historical financial information, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control of the entities set out in Note 1 to the Combined Historical Financial Information.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Directors of MultiChoice Group Limited.

• Conclude on the appropriateness of the Directors of MultiChoice Group Limited’s use of the going-concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern of the entities set out in Note 1 to the Combined Historical Financial Information. If we conclude that a material uncertainty exists, we are required to draw attention in our reporting accountant’s report to the related disclosures in the combined historical financial information or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our reporting accountant’s report. However, future events or conditions may cause the entities set out in Note 1 to the Combined Historical Financial Information to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the Combined Historical Financial Information, including the disclosures, and whether the combined historical financial information represent the underlying transactions and events in a manner that achieves fair presentation.

• We communicate with the Directors of MultiChoice Group Limited regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide the Directors of MultiChoice Group Limited with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with the Directors of MultiChoice Group Limited, we determine those matters that were of most significance in the audit of the Combined Historical Financial Information for the year ended 31 March 2018 and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

PricewaterhouseCoopers Inc.

Director: Johan PotgieterRegistered Auditor

Johannesburg17 January 2019

163

Annexe 2.b

INDEPENDENT REPORTING ACCOUNTANT’S REVIEW REPORT ON THE COMBINED HISTORICAL FINANCIAL INFORMATION

FOR THE YEARS ENDED 31 MARCH 2017 AND 31 MARCH 2016

To the Directors of MultiChoice Group Limited

Introduction

MultiChoice Group Limited and its subsidiaries (together the “Multichoice Group”, or “the Group”) is issuing a Pre-listing Statement (the “Pre-listing Statement”) to its shareholders regarding the proposed distribution of the entire shareholding in MultiChoice Group Limited by Naspers Limited to its shareholders (the “Unbundling”), whereby on implementation MultiChoice Group Limited will be listed as an independent publicly traded company on the main board of the JSE Limited (“JSE”) (the “Admission”), and unbundled from Naspers Limited (together the “Proposed Transaction”).

At your request and for the purpose of the Pre-listing Statement to be dated on or about 21 January 2019, we have reviewed the accompanying statement of financial position of MultiChoice Group Limited as at 31 March 2017 and 31 March 2016 and the related statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes, comprising a summary of significant accounting policies and other explanatory information (the “Combined Historical Financial Information”), as presented in Annexe 1 to the Pre-listing Statement, in compliance with the requirements of the JSE Listings Requirements.

Directors’ responsibility

The Directors of the MultiChoice Group Limited (the “Directors”) are responsible for the preparation, contents and presentation of the Pre-listing Statement and are responsible for ensuring that MultiChoice Group Limited complies with the JSE Listings Requirements. The Directors of the MultiChoice Group Limited are responsible for the preparation and fair presentation of the Combined Historical Financial Information in accordance with International Accounting Standard, (IAS) 34 Interim Financial Reporting and the JSE Listings Requirements, and for such internal control as the Directors determine is necessary to enable the preparation of Combined Historical Financial Information that are free from material misstatement, whether due to fraud or error.

Reporting accountant’s responsibility

Our responsibility is to express a conclusion on the Combined Historical Financial Information. We conducted our review in accordance with International Standard on Review Engagements 2410, Review of Interim Financial Information Performed by the Independent Auditor of the Entity. ISRE 2410 requires us to conclude whether anything has come to our attention that causes us to believe that the Combined Historical Financial Information was not prepared in all material respects in accordance with the applicable financial reporting framework. This standard also requires us to comply with relevant ethical requirements.

A review of Combined Historical Financial Information in accordance with ISRE 2410 is a limited assurance engagement. We perform procedures, primarily consisting of making inquiries of management and others within the entity, as appropriate, and applying analytical procedures, and evaluate the evidence obtained.

The procedures in a review are substantially less than and differ in nature from those performed in an audit conducted in accordance with International Standards on Auditing. Accordingly, we do not express an audit opinion on these interim financial statements.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the Combined Historical Financial Information of MultiChoice Group Limited as set out in Annexe 1 to the Pre-listing Statement do not present fairly, in all material respects, the financial position of MultiChoice Group Limited as at 31 March 2017 and 31 March 2016, and its financial performance and its cash flows for the years then ended in accordance with International Accounting Standard, (IAS) 34 Interim Financial Reporting and the requirements of the JSE Listings Requirements.

164

Purpose of the report

This report has been prepared for the purpose of the Pre-listing Statement and for no other purpose.

PricewaterhouseCoopers Inc.

Director: Johan PotgieterRegistered Auditor

Johannesburg17 January 2019

165

Annexe 3

CONDENSED COMBINED INTERIM FINANCIAL INFORMATION

CONDENSED COMBINED INCOME STATEMENT

Notes

Six months ended30 September

2018Reviewed

ZAR’m

2017Reviewed

ZAR’m

Revenue 4 24 782 23 538Cost of providing services and sale of goods (14 138) (13 512)Selling, general and administration expenses (6 523) (6 012)Other operating gains – net 23 21

Operating profit 4 144 4 035Interest received 5 466 306Interest paid 5 (949) (731)Other finance costs – net 5 (1 431) (102)Share of equity-accounted results (60) (49)Other gains – net – 118

Profit before taxation 6 2 170 3 577Taxation (1 435) (1 608)

Profit for the period 735 1 969

Attributable to:Equity holders of the Group 347 1 380Non-controlling interests 388 589

735 1 969

Basic and diluted earnings per ordinary share (ZAR cents'm)* 34 740 137 982

Basic and diluted earnings per ordinary share (ZAR cents)** 79 314

The accompanying notes are an integral part of the condensed combined interim financial information.* Calculated based on 1 ordinary share in issue to MIH Holdings (Pty) Ltd as at 30 September 2018.

** Calculated based on 438 837 468 ordinary shares to be issued upon unbundling.

166

CONDENSED COMBINED STATEMENT OF COMPREHENSIVE INCOME

Six months ended30 September

2018Reviewed

ZAR’m

2017Reviewed

ZAR’m

Profit for the period 735 1 969Other comprehensive incomeForeign currency translation reserve* (5 949) 965

Exchange (loss)/gain arising on translating the net assets of foreign operations (5 949) 965

Fair-value losses* 70 (10)

Fair-value gain/(losses) through other comprehensive income 70 (10)

Hedging reserve* 809 371

Net movement in hedging reserve 1 402 499Net tax effect of movements in hedging reserve (593) (128)

Total other comprehensive income, net of tax, for the period (5 070) 1 326

Total comprehensive income for the period (4 335) 3 295

Attributable to:Equity holders of the Group (4 554) 2 288Non-controlling interests 219 1 007

(4 335) 3 295

* These components of other comprehensive income may subsequently be reclassified to the income statement during future reporting periods.

167

CONDENSED COMBINED STATEMENT OF FINANCIAL POSITION

30 September

Reviewed2018

ZAR’m

Reviewed2017

ZAR’m

ASSETSNon-current assets 23 838 26 998

Property, plant and equipment 17 741 19 467Goodwill and other intangible assets 4 138 4 053Investments and loans 197 171Amounts due from related parties 263 1 851Derivative financial instruments 127 64Deferred taxation 1 372 1 392

Current assets 19 759 17 732

Inventory 1 024 523Programme and film rights 7 579 7 412Trade and other receivables 5 113 5 602Amounts due from related parties 1 718 174Derivative financial instruments 168 230Cash and cash equivalents 4 157 3 791

TOTAL ASSETS 43 597 44 730

EQUITY AND LIABILITIESEquity reserves attributable to the Group’s equity holders 8 562 (9 915)

Share capital * *Other reserves (12 217) (10 075)Contributions from parent 20 779 160

Non-controlling interests (2 538) (1 824)

TOTAL EQUITY 6 024 (11 739)

Non-current liabilities 15 468 33 891

Capitalised finance leases 14 818 15 058Long-term loans and other liabilities 208 196Amounts due to related parties 181 18 291Derivative financial instruments – 7Deferred taxation 261 339

Current liabilities 22 105 22 578

Capitalised finance leases 1 001 884Programme and film rights 5 026 4 746Provisions 168 302Accrued expenses and other current liabilities 12 363 13 447Amounts due to related parties 3 489 2 844Derivative financial instruments 58 355

TOTAL EQUITY AND LIABILITIES 43 597 44 730

* As at 30 September 2018, share capital consists of 1 ordinary share issued to MIH Holdings (Pty) Ltd. Upon unbundling 438 837 468 ordinary shares will be issued.

168

CONDENSED COMBINED STATEMENT OF CHANGES IN EQUITYfor the six months ended 30 September 2018

Sharecapital*

Number of shares’m

Otherreserves**

ZAR’m

Contribu-tions

from parentZAR’m

Non-controlling

interestsZAR’m

TotalZAR’m

Balance at 1 April 2017 – (9 721) (3 157) (1 037) (13 915)Total comprehensive income for the year – 908 1 380 1 007 3 295

Profit for the year – – 1 380 589 1 969Total other comprehensive income for the year – 908 – 418 1 326

Share-based compensation movement – – 251 7 58Foreign exchange movements on equity reserves – (1 262) – (455) (1 717)Contribution from parent*** – – 7 120 – 7 120Dividends declared – – (5 234) (1 346) (6 580)

Balance at 30 September 2017 – (10 075) 160 (1 824) (11 739)

Balance at 1 April 2018 – (7 156) 2 506 (1 343) (5 993)Changes in accounting policy (note 1) – – 17 18 35

Restated balance at 1 April 2018 – (7 156) 2 523 (1 325) (5 958)Total comprehensive loss for the year – (4 901) 347 219 (4 335)

Profit for the year – – 347 388 735Total other comprehensive income for the year – (4 901) – (169) (5 070)

Share-based compensation movement – – 113 – 113Transactions with non-controlling shareholders – – (53) 18 (35)Foreign exchange movements on equity reserves – (160) – (79) (239)Contribution from parent*** – – 23 178 – 23 178Dividends declared – – (5 329) (1 371) (6 700)

Balance at 30 September 2018 – (12 217) 20 779 (2 538) 6 024

* As at 30 September 2018, share capital consists of 1 ordinary share issued to MIH Holdings (Pty) Ltd. Upon unbundling 438 837 468 ordinary shares will be issued.

** Other reserves include the hedging reserve, fair-value reserve and foreign currency translation reserve. These reserves are subject to recycling through the income statement in a future period.

*** The contribution from parent relates primarily to related party loan waivers between the Group and Naspers Limited group companies. This includes a loan waiver of ZAR7.0bn from Buscapé Company Limited (a Naspers group company) during the six month period ending 30 September 2017. It also includes acquisitions of non-controlling interests by Naspers which are non-cash transactions for the Group.

169

CONDENSED COMBINED STATEMENT OF CASH FLOWSfor the six months ended 30 September 2018

Six months ended30 September

2018Reviewed

ZAR’m

2017Reviewed

ZAR’m

Cash flows from operating activitiesCash from operations 4 519 3 061

Cash generated from operating activities 4 519 3 061Interest income received 220 218Interest costs paid (329) (353)Taxation paid (1 729) (1 741)

Net cash generated from operating activities 2 681 1 185

Cash flows from investing activitiesProperty, plant and equipment acquired (228) (200)Proceeds from sale of property, plant and equipment 24 112Intangible assets acquired (68) (114)Loans to related parties ** (16 342) (14 453)Repayment of loans by related parties ** 17 199 13 205Disposals of subsidiaries and businesses – 141Cash movements in other investments and loans (10) –

Net cash generated from/(utilised in) investing activities 575 (1 309)

Cash flows from financing activitiesProceeds from long- and short-term loans raised – 1 532Repayments of long- and short-term loans (4) (8)Proceeds from related party funding 3 730 3 603Repayment of related party funding (166) (423)Repayments of capitalised lease liabilities (405) (384)Repayments of capital contribution from parent (10) (24)Additional investment in existing subsidiary (103) –Dividends paid* (5 329) (5 216)Dividends paid by subsidiaries to non-controlling shareholders (1 371) (1 345)

Net cash utilised in financing activities (3 658) (2 265)

Net movement in cash and cash equivalents (402) (2 389)Foreign exchange translation adjustments on cash and cash equivalents 515 (365)Cash and cash equivalents at the beginning of the period 4 044 6 545

Cash and cash equivalents at the end of the period 4 157 3 791

* Relates to dividends paid by companies in the Reporting Entity to previous legal owners.** Relates to the gross cash inflows and outflows from the Group to MIH Treasury Services Proprietary Limited (a Naspers Limited Group

Company).

170

SEGMENTAL REVIEWfor the six months ended 30 September 2018

Revenue EBITDA* Trading profit

Six months ended 30 September

2018Reviewed

ZAR’m

2017Reviewed

ZAR’m

2018Reviewed

ZAR’m

2017Reviewed

ZAR’m

2018Reviewed

ZAR’m

2017Reviewed

ZAR’m

South Africa 19 690 19 362 6 345 6 130 5 378 5 172Rest of Africa 7 777 6 982 (935) (836) (1 577) (1 495)Technology 1 625 1 393 151 122 117 85Eliminations (4 310) (4 199) – – – –

Combined 24 782 23 538 5 561 5 416 3 918 3 762

* EBITDA refers to earnings before interest, taxation, depreciation and amortisation.

RECONCILIATION OF TRADING PROFIT TO OPERATING PROFITfor the six months ended 30 September 2018

Six months ended30 September

2018Reviewed

ZAR’m

2017Reviewed

ZAR’m

Trading profit per segment report 3 918 3 762Adjusted for:

Lease interest on capitalised transponder leases 324 336Amortisation of intangibles (other than software) (40) (32)Other operating gains – net 23 21Share-based compensation (67) (52)Severance provision (14) –

Operating profit per the income statement 4 144 4 035Interest received 466 306Interest paid (949) (731)Other finance costs – net (1 431) (102)Share of equity-accounted results (60) (49)Other gains – net – 118

Profit before taxation per the income statement 2 170 3 577

1. BASIS OF PRESENTATION AND ACCOUNTING POLICIES

The condensed combined interim financial information for the six months ended 30 September 2018 have been prepared in accordance with International Financial Reporting Standards (IFRS), IAS 34 “Interim Financial Reporting”, the SAICA Financial Reporting Guides as issued by the Accounting Practices Committee, and Financial Pronouncements as issued by the Financial Reporting Standards Council as well as the requirements of the Companies Act of South Africa and the Johannesburg Stock Exchange Listings Requirements.

The condensed combined interim financial information does not include all the disclosures required for complete annual financial statements prepared in accordance with IFRS as issued by the International Accounting Standards Board (IASB). The accounting policies used in preparing the condensed combined interim financial information are consistent with those applied in the historical financial information. The Condensed Combined Interim Financial Information should be read in conjunction with the combined historical financial information (Annexe 1) that will provide further information on how the Group arose, the segment composition and how IFRS has been applied.

171

The Group has adopted all new and amended accounting pronouncements issued by the IASB that are effective for financial years commencing 1 April 2018. None of the new or amended accounting pronouncements that are effective for the financial year commencing 1 April 2018 had a material impact on the Group.

Trading profit excludes amortisation of intangible assets (other than software), equity-settled share-based payment expenses relating to transactions to be settled through the issuance of treasury shares, retention option expenses and other gains/losses, but includes the finance cost on transponder leases.

The Group adopted the following new accounting pronouncements, set out below, during the current period.

Pronouncements adopted with adjustments to the opening balance of retained earnings

Accounting pronouncement Adoption impact

IFRS 9 Financial Instruments (IFRS 9)

IFRS 9 replaces the previous financial instrument recognition and measurement guidance applied by the Group as contained in IAS 39 Financial Instruments: Recognition and Measurement.

The Group has applied IFRS 9 from 1 April 2018 and elected not to restate comparatives on transition, with the impact of adoption recognised as an adjustment to the opening balance of retained earnings as at 1 April 2018. The most significant impact of adoption was an increase in impairment allowances on trade receivables due to the IFRS 9 requirement to consider forward-looking information when determining impairment allowances. The cumulative net impact of adopting IFRS 9 was an increase of ZAR170 million in impairment allowances on trade receivables and a corresponding decrease of ZAR157 million in retained earnings and ZAR13  million in non-controlling interests.

IFRIC 22 Foreign Currency Transactions and Advance Consideration (IFRIC 22)

IFRIC 22 clarifies that non-monetary assets and liabilities arising from the payment/receipt of advance consideration (eg prepaid expenses and deferred revenue) are not retranslated to the entity’s functional currency after initial recognition.

The Group has applied IFRIC 22 on a prospective basis, with the impact of adoption recognised as an adjustment to the opening balance of retained earnings as at 1 April 2018. The impact of adoption was an increase in prepaid expenses of ZAR205 million, and a corresponding increase of ZAR174 million in retained earnings and ZAR31  million in non-controlling interests.

172

Pronouncements adopted with adjustments to the opening balance of retained earnings

ADJUSTMENTS TO THE OPENING BALANCES OF THE STATEMENT OF FINANCIAL POSITION (extract)

As at 1 April

2018Restated

ZAR’m

2018Change in

accountingpolicy2

ZAR’m

2018Previously

reported1

ZAR’mASSETSNon-current assets 24 101 – 24 101Current assets (subtotal) 14 512 35 14 477

Programme and film rights 5 870 205 5 665Trade and other receivables 3 902 (170) 4 072

TOTAL ASSETS 38 613 35 38 578

EQUITY AND LIABILITIES –Capital and reserves attributable to the Group’s equity holders (4 633) 17 (4 650)

Share capital – – –Other reserves (7 084) – (7 084)Retained earnings 2 451 17 2 434

Non-controlling interests (1 325) 18 (1 343)

TOTAL EQUITY (5 958) 35 (5 993)

Non-current liabilities 28 526 – 28 526Current liabilities 16 045 – 16 045

TOTAL EQUITY AND LIABILITIES 38 613 35 38 578

Notes:1 IFRS 15 Revenue from Contracts with Customers has been adopted on a retrospective basis and accordingly the 31 March 2018

statement of financial position has already been restated for its impact.2 Represents the impacts of adopting IFRS 9 Financial Instruments and IFRIC 22 Foreign Currency Transactions and Advance

Consideration as of 1 April 2018.

2. REVIEW BY THE INDEPENDENT AUDITOR

This condensed combined interim financial information has been reviewed by the company’s auditor, PricewaterhouseCoopers Inc., whose independent reporting accountant’s review report appears in Annexe 4 of the Pre-listing Statement.

173

3.

EA

RN

ING

S P

ER

SH

AR

E

Six

mon

ths

end

ed 3

0 S

epte

mb

er

20

18

20

17

Gro

ssZ

AR

’mT

ax

ati

onZ

AR

’m

Non

-co

ntr

olli

ng

inte

rest

ZA

R’m

Net

ZA

R’m

Gro

ssZ

AR

’mT

axat

ion

ZA

R’m

Non

-co

ntr

olli

ng

inte

rest

ZA

R’m

Net

ZA

R’m

Ba

sic

an

d d

ilu

ted

ea

rnin

gs

att

rib

uta

ble

to

sha

reh

old

ers

34

71

38

0H

ead

lin

e a

dju

stm

ents

:(P

rofi

t)/l

oss

on s

ale

of p

rop

erty

, p

lan

t an

d e

qu

ipm

ent

(4)

1–

(3)

(3)

2–

(1)

(Pro

fit)

/los

s on

sal

e of

in

vest

men

ts–

––

–(1

18

)3

71

8(6

3)

–

Ba

sic

an

d d

ilu

ted

hea

dli

ne

earn

ing

s a

ttri

bu

tab

le t

o sh

are

hol

der

s3

44

1 3

16

Six

mon

ths

end

ed3

0 S

epte

mb

er

20

18

Rev

iew

ed2

01

7R

evie

wed

Nu

mbe

r of

ord

inar

y s

har

es i

n i

ssu

e (b

ased

on

1 o

rdin

ary

sh

are

in i

ssu

e to

MIH

Hol

din

gs

(Pty

) L

td a

s at

3

0 S

epte

mbe

r 2

01

8)

11

Bas

ic a

nd

dil

ute

d e

arn

ing

s p

er o

rdin

ary

sh

are

(ZA

R c

ents

’m)

34

74

01

37

98

2B

asic

an

d d

ilu

ted

hea

dli

ne

earn

ing

s p

er o

rdin

ary

sh

are

(ZA

R c

ents

’m)

34

42

41

31

58

2

Nu

mbe

r of

ord

inar

y s

har

es t

o be

iss

ued

up

on u

nbu

nd

lin

g (

’m)

43

94

39

Bas

ic a

nd

dil

ute

d e

arn

ing

s p

er o

rdin

ary

sh

are

(ZA

R c

ents

)7

93

14

Bas

ic a

nd

dil

ute

d h

ead

lin

e ea

rnin

gs

per

ord

inar

y s

har

e (Z

AR

cen

ts)

78

30

0

174

4. REVENUE

Six months ended30 September

2018Reviewed

ZAR’m

2017Reviewed

ZAR’m

Subscription fees 20 422 19 257Set-top boxes 900 897Advertising 1 673 1 538Technology contracts and licensing 685 749Installation fees 123 138Other revenue* 979 959

24 782 23 538

* Other revenue primarily includes sub-licencing and production revenue.

5. INTEREST (PAID)/RECEIVED

Six months ended30 September

2018Reviewed

ZAR’m

2017Reviewed

ZAR’m

Interest paidLoans and overdrafts* (416) (346)Transponder leases (324) (336)Other (209) (49)

(949) (731)

Interest receivedLoans and bank accounts 202 206Other 264 100

466 306

Net (loss)/profit from foreign exchange translation and fair-value adjustmentson derivative financial instrumentsOn translation of assets and liabilities (328) (179)On translation of transponder leases** (1 642) (91)On translation of forward exchange contracts 539 168

Other finance costs – net (1 431) (102)

* Interest paid on loans and overdrafts includes ZAR415 million (2017: ZAR320 million) paid to Naspers Limited group.** The foreign exchange loss for the period ended 30 September 2018 was as a result of a 20% depreciation in the South African Rand

during the period.

175

6. PROFIT BEFORE TAXATION

In addition to the items already detailed, profit before taxation has been determined after taking into account, inter alia, the following:

Six months ended30 September

2018Reviewed

ZAR’m

2017Reviewed

ZAR’m

Depreciation of property, plant and equipment (1 200) (1 222)Amortisation (159) (127)– other intangible assets (40) (32)– software (119) (95)Net realisable value adjustments on inventory, net of reversals (444) (105)Other operating gains/(losses) – net 23 21– profit/(loss) on sale of assets 4 3– dividends received on investments 19 18Gains on disposals – 118– gains on disposal of investments – 118

Net realisable value adjustments relate primarily to set-top box subsidies in South Africa and Rest of Africa segments.

7. COMMITMENTS AND CONTINGENT LIABILITIES

Commitments relate to amounts for which the Group has contracted, but that have not yet been recognised as obligations in the statement of financial position.

Six months ended30 September

2018Reviewed

ZAR’m

2017Reviewed

ZAR’m

Commitments 39 246 33 300– capital expenditure 104 167– programme and film rights 34 387 28 481– operating lease commitments 1 165 1 409– set-top box commitments 1 479 2 156– other commitments 2 111 1 087

The Group operates a number of businesses in jurisdictions where taxes may be payable on certain transactions or payments. The Group continues to seek relevant advice and works with its advisers to identify and quantify such tax exposures. Our current assessment of possible withholding and other tax exposures, including interest and potential penalties, amounts to approximately ZAR1 811 million (2017: ZAR1 663 million). No provision has been made as at 30 September 2018 and 2017 for these possible exposures.

8. FINANCIAL INSTRUMENTS

The Group’s activities expose it to a variety of financial risks such as market risk (including currency risk, fair value interest rate risk, cash flow interest rate risk and price risk), credit risk and liquidity risk.

The condensed combined interim report does not include all financial risk management information and disclosures required in the annual financial statements and should be read in conjunction with the historical financial information for the year ended 31 March 2018, 2017 and 2016.

As noted in note 10, the Group will be unbundled and separately listed. In terms of the Restructuring, all loans from the Naspers Group prior to the Unbundling and Admission will be capitalised to equity. In the six months ended 30 September 2018, loans owing to the Naspers Group amounting to R20 billion were capitalised.

Apart from the loan capitalisation noted above there have been no material changes in the Group’s credit, liquidity, market risks or key inputs used in measuring fair value since 31 March 2018.

176

The fair values of the Group’s financial instruments that are measured at fair value are categorised as follows:

Six months ended30 September

Valuation method

Level in fairvalue hierarchy

Fairvalue2018

ZAR’m

Fairvalue2017

ZAR’m

Financial assetsFinancial assets at fair value through other comprehensive income

106 143 Quoted prices in an active market

Level 1

Forward exchange contracts are publicly available

246 246 Fair value using forward exchange rates that

Level 2

Currency devaluation features 49 48 The fair value is calculated based on the LIBOR rate

Level 3

Financial liabilitiesForward exchange contracts are publicly available

58 362 Fair value using forward exchange rates that

Level 2

The Group discloses the fair values of the following financial instruments as their carrying values are not a reasonable approximation of their fair values:

Financial liabilities

30 September 2018

Carryingvalue

ZAR’m

Fairvalue

ZAR’m

Capitalised finance leases 15 819 17 547

Financial liabilities

30 September 2017

Carryingvalue

ZAR’m

Fairvalue

ZAR’m

Capitalised finance leases 15 942 15 867

The fair values of the capitalised finance leases have been determined through discounted cash flow analysis (level 3).

9. RELATED PARTY TRANSACTIONS AND BALANCES

The Group entered into various related party transactions in the ordinary course of business. Apart from the capitalisation of loans owing to Naspers Group Limited (refer note 8) there have been no significant changes in related party transactions and balances since 31 March 2018.

10. EVENTS AFTER THE REPORTING PERIOD

During September 2018, Naspers Limited announced that it would separately list its video entertainment business on the Johannesburg Stock Exchange (JSE) and simultaneously unbundle the shares in this business to its shareholders, as outlined in the main body of this Pre-listing Statement.

During October 2018, management received confirmation that a contingent liability of R340 million, which was disclosed at 31 March 2018 had been resolved in the Group’s favour with no further potential exposure for the Group.

On 9 November 2018, the Competition Commission submitted its report to the Competition Tribunal in which it recommended that the channel distribution agreement concluded between MultiChoice South Africa Holdings (Proprietary) Limited (MCSA) and the South African Broadcasting Corporation (SABC) amounted to a merger which required notification. The business maintains that the agreement is a standard channel distribution agreement and it will be challenging the Commission’s recommendation in the proceedings to be held before the Competition Tribunal. No provisions or contingencies have been raised as at 30 September 2018.

During the periods, the Group did not exist and therefore there were no issued shares. Upon unbundling from Naspers Limited, the Group will issue 438 837 468 ordinary shares. The value of these ordinary shares will be determined upon issue.

177

Annexe 4

INDEPENDENT REPORTING ACCOUNTANT’S REPORT ON THE CONDENSED COMBINED INTERIM FINANCIAL INFORMATION

To the Directors of MultiChoice Group Limited

Introduction

MultiChoice Group Limited and its subsidiaries (the “MultiChoice Group”, or “the Group”) is issuing a Pre-listing Statement (the “Pre-listing Statement”) to its shareholders regarding the proposed distribution of the entire shareholding in MultiChoice Group Limited by Naspers Limited to its shareholders (the “Unbundling”), whereby on implementation MultiChoice Group Limited will be listed as an independent publicly traded company on the main board of the JSE Limited (the “JSE”) (the “Admission”) and unbundled from Naspers Limited (together the “Proposed Transaction”).

At your request and for the purpose of the Pre-listing Statement to be dated on or about 21 January 2019, we have reviewed the accompanying condensed combined interim statement of financial position of MultiChoice Group Limited as at 30 September 2018 and 30 September 2017 and the related interim condensed statements of comprehensive income, changes in equity and cash flows for the six month period then ended, and the notes, comprising a summary of significant accounting policies and other explanatory information (the “Condensed Combined Interim Financial Information”), as presented in Annexe 3 to the Pre-listing Statement, in compliance with the requirements of the JSE Limited Listings Requirements.

Directors’ responsibility

The Directors of MultiChoice Group Limited (the “Directors”) are responsible for the preparation, contents and presentation of the Pre-listing Statement and are responsible for ensuring that MultiChoice Group Limited complies with the JSE Listings Requirements. The Directors of MultiChoice Group Limited are responsible for the preparation and presentation of the Condensed Combined Interim Historical Financial Information in accordance with International Accounting Standard, (IAS) 34 Interim Financial Reporting and the JSE Listings Requirements, and for such internal control as the Directors determine is necessary to enable the preparation of Condensed Combined Interim Financial Information that are free from material misstatement, whether due to fraud or error.

Reporting accountant’s responsibility

Our responsibility is to express a conclusion on the Condensed Combined Interim Financial Information. We  conducted our review in accordance with International Standard on Review Engagements 2410, Review of Interim Financial Information Performed by the Independent Auditor of the Entity. ISRE 2410 requires us to conclude whether anything has come to our attention that causes us to believe that the Condensed Combined Interim Financial Information were not prepared in all material respects in accordance with the applicable financial reporting framework. This standard also requires us to comply with relevant ethical requirements.

A review of Condensed Combined Interim Financial Information in accordance with ISRE 2410 is a limited assurance engagement. We perform procedures, primarily consisting of making inquiries of management and others within the entity, as appropriate, and applying analytical procedures, and evaluate the evidence obtained.

The procedures in a review are substantially less than and differ in nature from those performed in an audit conducted in accordance with International Standards on Auditing. Accordingly, we do not express an audit opinion on this Condensed Combined Interim Financial Information.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the Condensed Combined Interim Financial Information as set out in Annexe 3 to the Pre-listing Statement do not present, in all material respects, the financial position of MultiChoice Group Limited as at 30 September 2018 and 30 September 2017, and its financial performance and its cash flows for the six months then ended in accordance with International Accounting Standard, (IAS) 34 Interim Financial Reporting and the requirements of the JSE Limited Listings Requirements.

178

Purpose of the report

This report has been prepared for the purpose of the Pre-listing Statement and for no other purpose.

PricewaterhouseCoopers Inc.

Director: Brett HumphreysRegistered Auditor

Johannesburg17 January 2019

179

Annexe 5

INCORPORATION FINANCIAL INFORMATION

TABLE OF CONTENTS

Page

1. Statement of directors’ responsibilities 180

2. Directors’ report 181

3. Statement of financial position 183

4. Statement of changes in equity 184

5. Notes to the company incorporation accounts 185

180

STATEMENT OF DIRECTORS’ RESPONSIBILITIESas at 4 September 2018

The Directors are responsible for the preparation and fair presentation of the incorporation accounts of MultiChoice Group Proprietary Limited, comprising the statement of financial position as at 4 September 2018, and the statement of changes in equity and the notes to the financial statements which include a summary of significant accounting policies and other explanatory notes, in accordance with International Financial Reporting Standards (IFRS) and Interpretations of IFRS standards, as issued by the International Accounting Standards Board and the requirements of the Companies Act of South Africa, and the Directors’ report.

The incorporation accounts are based upon appropriate accounting policies consistently applied throughout the Company and supported by reasonable and prudent judgements and estimates. The Directors acknowledge that they are ultimately responsible for the system of internal financial control established by the Company and place considerable importance on maintaining a strong control environment.

The Directors are also responsible for such internal control as the Directors determine is necessary to enable the preparation of incorporation accounts that are free from material misstatement, whether due to fraud or error, and for maintaining adequate accounting records and an effective system of risk management.

The Company is currently dormant and does not hold any investments as it has been incorporated to be the holding company of various entities held by MultiChoice Group Limited. The incorporation accounts have therefore been prepared on a going-concern basis in anticipation of the various investments it will hold in the future.

The auditor is responsible for reporting on whether the incorporation accounts are fairly presented in accordance with the applicable financial reporting framework.

MI Patel CP MawelaChairperson CEO

181

DIRECTOR’S REPORTas at 4 September 2018

BUSINESS ACTIVITIES

The Company was registered and incorporated as K2018473845 (South Africa) Proprietary Limited on 4 September 2018. The Company operates under the Companies Act. The name was changed to MultiChoice Group Proprietary Limited on 7 December 2018 with a view to be the holding company of a South African-based video entertainment group that provides pay-TV services across the African continent.

The Company was incorporated with a year end of 28 February. On 1 October 2018, the Company lodged an application with the Commissioner to change its year end to 31 March 2018.

As at 4 September 2018, the Company did not hold any direct or indirect interests in subsidiaries, joint ventures or associates.

REVIEW OF RESULTS

The Company has been dormant since incorporation and therefore has not presented an income statement, statements of comprehensive income and cash flows. It has presented a statement of financial position, statement of changes in equity, and accompanying notes.

SHARE CAPITAL

The Company was incorporated with an authorised share capital of 1 000 of no par value.

After incorporation, the memorandum of incorporation of the company was amended and the authorised share capital of the company was altered to 1 000 000 000 ordinary shares of no par value and 438 837 468 issued share capital (value to be determined once issued).

DIRECTORS

On 4 September 2018, Carin Ogden was appointed as a Director. On 11 September 2018, she resigned as a Director.

On 10 September 2018, Cindy-Lee Bunger was appointed as a Director. On 10 December 2018, she resigned as a Director.

The following Directors of the Company at the date of the report, were appointed on 6 December 2018:

Name Nationality Executive/Non-executive

DG Eriksson South African Non-executiveTN Jacobs South African ExecutiveLN Letele South African Non-executiveE Masilela South African Non-executiveCP Mawela South African ExecutiveKD Moroka South African Non-executiveSJZ Pacak South African Non-executiveMI Patel South African ExecutiveL Stephens South African Non-executiveJJ Volkwyn South African Non-executive

COMPANY SECRETARY

The Secretary of the Company is Mrs RJ Gabriels.

Postal address:

PO Box 1502, Randburg, Johannesburg, 2125

182

AUDITOR

PricewaterhouseCoopers Inc. was appointed in accordance with section 90(2) of the Companies Act.

GOING CONCERN

As at 4 September 2018, the Company was dormant and did not hold any investments as it was incorporated to be the holding company of various entities held by MultiChoice Group Limited. The incorporation accounts have therefore been prepared on a going-concern basis in anticipation of the various investments it will hold in the future.

183

STATEMENT OF FINANCIAL POSITIONas at 4 September 2018

Notes

4 September2018R’m

ASSETSNon-current assets –Current assets –

TOTAL ASSETS –

EQUITY AND LIABILITIESShareholders’ equity –

Share capital 4 –

Non-current liabilities –Current liabilities –

TOTAL EQUITY AND LIABILITIES –

184

STATEMENT OF CHANGES IN EQUITYas at 4 September 2018

ShareCapital(Note 4)

R’m

Retainedearnings

R’mTotalR’m

Balance at 4 September 2018 – – –

185

NOTES TO THE COMPANY INCORPORATION ACCOUNTSas at 4 September 2018

1. ACCOUNTING POLICIES

1.1 Statement of compliance

These incorporation accounts are prepared in accordance with International Financial Reporting Standards (IFRS) and interpretations issued by the IFRS Interpretations Committee (IFRS IC), the SAICA Financial Reporting Guides as issued by the Accounting Practices Committee and Financial Reporting Pronouncements as issued by the Financial Reporting Standards Council and the South African Companies Act, 2008. The incorporation accounts comply with IFRS as issued by the International Accounting Standards Board (IASB).

1.2 Basis of preparation

The incorporation accounts provide information about the financial position of the Company and have been prepared under the historical cost convention. The accounting policies applied have been consistently applied to the period presented. The Company has been dormant since incorporation and therefore has not presented an income statement, statements of comprehensive income and cash flows. It has presented a statement of financial position, statement of changes in equity, and accompanying notes.

There are no material accounting policies given the nature of any transactions. There are a number of new accounting standards and interpretations effective in later years, but as the Company is currently dormant these would have no implications and have therefore not been disclosed. These standards will be applied and disclosed as they become applicable to relevant transactions. Future accounting policies for the Company will agree to the accounting policies presented in combined historical financial information of MultiChoice Group Limited as outlined in the Pre-listing Statement.

As at 4 September 2018, the Company was dormant and did not hold any investments as it was incorporated to be the holding company of various entities held by MultiChoice Group Limited. The incorporation accounts have therefore been prepared on a going-concern basis in anticipation of the various investments it will hold in the future.

The Company incorporation accounts are presented in Rands, unless otherwise indicated. The South African Rand is the Company’s functional currency.

These incorporation accounts were authorised for issue by the Board of Directors on 15 January 2019.

1.3 Share capital

Ordinary share capital is classified as equity if they are non-redeemable by the shareholder and any dividends are discretionary.

2. TAXATION

The Company has been dormant since incorporation and is currently not liable for any taxation.

3. RELATED PARTIES

Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any Director (whether executive or otherwise) of the Company. Key management personnel did not receive remuneration or other compensation on incorporation.

The Company does not have any Prescribed Officers in terms of the Companies Act.

186

4. SHARE CAPITAL

4 September2018

ZAR’m

Authorised1 000 ordinary shares of zero par value –

–

IssuedZero ordinary shares –

–

5. EVENTS AFTER INCORPORATION

During September 2018, Naspers Limited announced that it would separately list its video entertainment business on the Johannesburg Stock Exchange (JSE) and simultaneously unbundle the shares in this business to its shareholders, as outlined in the main body of this Pre-listing Statement.

187

Annexe 6

INDEPENDENT REPORTING ACCOUNTANT’S AUDIT REPORT ON THE INCORPORATION FINANCIAL STATEMENTS AS AT 4 SEPTEMBER 2018

To the Directors of MultiChoice Group Proprietary Limited

Our opinion

MultiChoice Group Proprietary Limited is issuing a pre-listing statement to its shareholders (the “Pre-listing Statement”) regarding its proposed distribution of the entire shareholding in MultiChoice Group Proprietary Limited by Naspers Limited to its shareholders (the “Unbundling”), whereby on implementation MultiChoice Group Proprietary Limited will be listed as an independent publicly traded company (the “Admission”) and unbundled from Naspers Limited (together the “Proposed Transaction”).

In our opinion, the Incorporation financial statements as set out in Annexe 5 of the Pre-listing Statement (the “Incorporation Financial Statements”) presents fairly, in all material respects, the financial position of MultiChoice Group Proprietary Limited as at 4 September 2018 in accordance with International Financial Reporting Standards and the JSE Limited (JSE) Listings Requirements.

What we have audited

At your request and solely for the purpose of the Pre-listing Statement to be dated on or about 21 January 2019, we have audited MultiChoice Group Proprietary Limited’s Incorporation Financial Statements which comprises:

• the statement of financial position as at 4 September 2018;

• the notes to the Incorporation financial statements, which include a summary of significant accounting policies.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the Reporting accountant’s responsibilities for the audit of the Incorporation financial statements section of our report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Independence

We are independent of the Company in accordance with the Independent Regulatory Board for Auditors Code of Professional Conduct for Registered Auditors (IRBA Code) and other independence requirements applicable to performing audits of financial statements in South Africa. We have fulfilled our other ethical responsibilities in accordance with the IRBA Code and in accordance with other ethical requirements applicable to performing audits in South Africa. The IRBA Code is consistent with the International Ethics Standards Board for Accountants Code of Ethics for Professional Accountants (Parts A and B).

Purpose of this report

This report has been prepared for the purpose of the Pre-listing Statement and for no other purpose.

Responsibilities of the Directors for the incorporation financial statements

The directors of MultiChoice Group Proprietary Limited (the “Directors”) are responsible for the preparation, contents and presentation of the Pre-listing Statement and are responsible for ensuring that MultiChoice Group Proprietary Limited complies with the JSE Listings Requirements.

The directors of MultiChoice Group Proprietary Limited are responsible for the preparation and fair presentation of the Incorporation financial statements in accordance with International Financial Reporting Standards and the JSE Listings Requirements, and for such internal control as the Directors determine is necessary to enable the preparation of Incorporation financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the Incorporation financial statements, the Directors of MultiChoice Group Proprietary Limited are responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.

188

Reporting accountant’s responsibilities for the audit of the incorporation financial statements

Our objectives are to obtain reasonable assurance about whether the incorporation financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a reporting accountant’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this combined historical financial information.

As part of an audit in accordance with ISAs, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the incorporation financial statements whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors of MultiChoice Group Proprietary Limited.

• Conclude on the appropriateness of the directors of MultiChoice Group Proprietary Limited’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our reporting accountant’s report to the related disclosures in the incorporation financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our reporting accountant’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the incorporation financial statements, including the disclosures, and whether the incorporation financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

• We communicate with the directors of MultiChoice Group Proprietary Limited regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide the directors of MultiChoice Group Proprietary Limited with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

PricewaterhouseCoopers Inc.

Director: Brett HumphreysRegistered Auditor

Johannesburg17 January 2019

189

Annexe 7

PRO FORMA FINANCIAL INFORMATION

PRO FORMA CONDENSED COMBINED INTERIM INCOME STATEMENT AND PRO FORMA CONDENSED COMBINED INTERIM STATEMENT OF FINANCIAL POSITION FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2018

Set out below is the condensed combined pro forma interim income statement and the condensed combined pro forma interim statement of financial position of the Group (the “Pro Forma Financial Information”) reflecting the Restructuring, Admission and Unbundling of MultiChoice Group Limited.

The Pro Forma Financial Information has been prepared for illustrative purposes only to provide information about how the Restructuring, Admission and Unbundling may have affected the financial position of the Group assuming that the Restructuring, Admission and Unbundling had been implemented on 1 April 2018 for income statement purposes and implemented on 30 September 2018 for statement of financial position purposes. Due to its nature, the Pro Forma Financial Information may not fairly represent MultiChoice Group Limited’s combined financial position, changes in equity and results of operations or cash flows after the Restructuring, Admission and Unbundling.

The Pro Forma Financial Information, including the assumptions on which it is based and the financial information from which it has been prepared, is the responsibility of the board of Directors of MultiChoice Group Limited. The Pro Forma Financial Information should be read in conjunction with the combined historical financial information and the condensed combined interim financial information which will provide further information on how the group arose and how International Financial Reporting Standards (IFRS) have been applied.

The Pro Forma Financial Information has been prepared in compliance with IFRS, The Guide on Pro forma Financial Information issued by the South African Institute of Chartered Accountants, the Johannesburg Stock Exchange’s Listing Requirements and the accounting policies of the Group set out in Annexe 1.

The Pro Forma Financial Information has been reviewed by the independent reporting accountant whose report thereon is set out in Annexe 8.

190

PR

O F

OR

MA

CO

ND

EN

SE

D C

OM

BIN

ED

IN

CO

ME

ST

AT

EM

EN

T

for

the

per

iod

en

ded

30

Sep

tem

ber

20

18

ZA

R’m

Bef

ore

Not

e 1

Res

tru

ctu

re, U

nb

un

dli

ng

an

d A

dm

issi

onP

ro f

orm

a

aft

er t

he

Res

tru

ctu

re,

Un

bu

nd

lin

ga

nd

Ad

mis

sion

Not

e 8

Loa

nca

pit

ali

sati

onN

ote

2

Sh

are

-ba

sed

pa

ym

ents

Not

e 3

Em

pow

erm

ent

Tra

nsa

ctio

nN

ote

4

Tra

nsa

ctio

nco

sts

Not

e 5

Tre

asu

ryC

omp

an

yIn

corp

ora

tion

Not

e 6

Issu

e of

sha

res

Not

e 7

Rev

enu

e2

4 7

82

––

––

––

24

78

2C

ost

of p

rovi

din

g

serv

ices

an

d s

ale

of

goo

ds

(14

13

8)

––

––

––

(14

13

8)

Sel

lin

g, g

ener

al a

nd

ad

min

istr

atio

n

exp

ense

s(6

52

3)

–(3

1)

(2 5

64

)(7

)–

–(9

12

5)

Oth

er l

osse

s –

net

23

––

––

––

23

Op

era

tin

g p

rofi

t4

14

4–

(31

)(2

56

4)

(7)

––

1 5

42

Inte

rest

rec

eive

d4

66

––

––

––

46

6In

tere

st p

aid

(94

9)

41

5–

––

––

(53

4)

Oth

er f

inan

ce c

osts

–

net

(1 4

31

)–

––

––

–(1

43

1)

Sh

are

of e

qu

ity

-ac

cou

nte

d r

esu

lts

(60

)–

––

––

–(6

0)

Oth

er g

ain

s –

net

––

––

––

––

Pro

fit

bef

ore

tax

ati

on2

17

04

15

(31

)(2

56

4)

(7)

––

(17

)T

axat

ion

(1 4

35

)–

––

––

–(1

43

5)

Pro

fit

for

the

per

iod

73

54

15

(31

)(2

56

4)

(7)

––

(1 4

52

)

Att

rib

uta

ble

to:

–E

qu

ity

hol

der

s of

th

e G

rou

p3

47

41

5(3

0)

(2 0

64

)(7

)–

–(1

33

9)

Non

-con

trol

lin

g

inte

rest

s3

88

–(1

)(5

00

)–

––

(11

3)

73

54

15

(31

)(2

56

4)

(7)

––

(1 4

52

)

191

ZA

R’m

Bef

ore

Not

e 1

Res

tru

ctu

re, U

nb

un

dli

ng

an

d A

dm

issi

onP

ro f

orm

a

aft

er t

he

Res

tru

ctu

re,

Un

bu

nd

lin

ga

nd

Ad

mis

sion

Not

e 8

Loa

nca

pit

ali

sati

onN

ote

2

Sh

are

-ba

sed

pa

ym

ents

Not

e 3

Em

pow

erm

ent

Tra

nsa

ctio

nN

ote

4

Tra

nsa

ctio

nco

sts

Not

e 5

Tre

asu

ryC

omp

an

yIn

corp

ora

tion

Not

e 6

Issu

e of

sh

are

sN

ote

7

Pro

fit

for

the

per

iod

73

54

15

(31

)(2

56

4)

(7)

––

(1 4

52

)

Att

rib

uta

ble

to:

–E

qu

ity

hol

der

s of

th

e g

rou

p3

47

41

5(3

0)

(2 0

64

)(7

)–

–(1

33

9)

Non

-con

trol

lin

g

inte

rest

s3

88

–(1

)(5

00

)–

––

(11

3)

Rec

onci

liat

ion

of

earn

ing

s to

hea

dli

ne

earn

ing

s:P

rofi

t fo

r th

e p

erio

d

attr

ibu

tabl

e to

th

e G

rou

p3

47

41

5(3

0)

(2 0

64

)(7

)–

–(1

33

9)

Hea

dli

ne

earn

ing

s a

dju

stm

ents

:(3

)–

––

––

–(3

)

Pro

fit

and

los

s on

th

e sa

le o

f p

rop

erty

, p

lan

t an

deq

uip

men

t(4

)–

––

––

–(4

)R

elat

ed t

axat

ion

1–

––

––

–1

Hea

dli

ne

earn

ing

s3

44

41

5(3

0)

(2 0

64

)(7

)–

–(1

34

2)

Wei

gh

ted

ave

rag

e n

um

ber

of o

rdin

ary

sh

ares

14

38

83

7 4

67

43

8 8

37

 46

8B

asic

an

d d

ilu

ted

ea

rnin

gs

per

sh

are

(cen

ts’m

)**

–3

05

Bas

ic a

nd

dil

ute

d

hea

dli

ne

earn

ing

s p

er s

har

e *

–3

06

* B

efor

e th

e R

estr

uct

ure

, U

nbu

nd

lin

g a

nd

Ad

mis

sion

bas

ic a

nd

dil

ute

d e

arn

ing

s p

er s

har

e am

oun

t to

34

74

0 m

illi

on c

ents

an

d b

asic

an

d d

ilu

ted

hea

dli

ne

earn

ing

s p

er s

har

e am

oun

t to

3

4 4

24

mil

lion

cen

ts.

192

NOTES TO THE PRO FORMA CONDENSED COMBINED INTERIM INCOME STATEMENT OF THE GROUP FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2018

Note 1: Before

The ‘Before’ column is extracted from the reviewed condensed combined interim income statement of the Group for the six months ended 30 September 2018.

Note 2: Loan capitalisation

In terms of the Restructuring, all loans from the Naspers Group prior to the Unbundling and Admission will be capitalised to equity. In the six months ended 30 September 2018, loans owing to the Naspers Group amounting to R20 billion were capitalised. Interest paid on these loans from the Naspers Group amounting to R415 million for the six months ended 30 September 2018 has been reversed in the pro forma condensed combined interim income statement.

The above note should be read in conjunction with “Part VII – Restructuring and Formation of the Group” of this Pre-listing Statement.

Note 3: Share-based payment

Naspers operates a number of equity-settled compensation plans which allow certain employees of the Group the right to receive ordinary shares in Naspers after a prescribed period. As Naspers grants these awards and has the obligation to settle the awards, the schemes have been recognised as equity-settled schemes by the Group.

Prior to the Unbundling and Admission, the vesting period of all existing equity-settled share awards granted to the Group employees by Naspers will be accelerated. The effect of the acceleration of the vesting period will result in a charge to income of an accelerated share-based payment expense. The adjustment represents the reversal of the charge included in the results for the six-month period of R70 million and including the accelerated share-based payment expense of R101 million, resulting in a net charge of R31 million.

The above note should be read in conjunction with Annexe 14 – Share plans to this Pre-Listing Statement.

Note 4: Empowerment Transaction

As part of the Restructure, MultiChoice Group Limited intends to allocate, for no consideration, an additional 5% stake in MultiChoice South Africa Holdings Proprietary Limited (“MCSA”) to Phuthuma Nathi Investments (RF) Limited and Phuthuma Nathi Investments 2 (RF) Limited (collectively “Phuthuma Nathi”). In terms of IFRS 2, Share-based payments, this transaction qualifies as an equity-settled share-based payment. The value of the 5% Phuthuma Nathi share issue according the terms of the Empowerment Transaction has been assumed at R2.6 billion using a discounted cash flow valuation method, applying a terminal growth factor of 5.5%, applying a cost of equity of 11.9% and a non-controlling interest discount factor of 17.5%. A share-based payment expense has been recognised in this regard.

The non-controlling interest in the Group has been restated to recognise the additional interest of minorities in the pro forma profit of MCSA for the six months ended 30 September 2018 as follows:

Non-controlling interest ZAR’m

MCSA’s profit for the six months ended 30 September 2018 extracted from the consolidation workings underlying the Interim Financial Information. (R2 828 million x 5%) 141Pro forma share-based payment expense for the Empowerment Transaction (R2 564 million x 25% (total non-controlling interest in MCSA after the Empowerment Transaction) (641)

Non-controlling interest adjustment (500)

The above note should be read in conjunction with “Part VIII – Commitment to Transformation and B-BBEE Transactions” of this Pre-listing Statement.

Note 5: Transaction costs

Transaction costs relating to the Restructuring, Unbundling and Admission borne by the Company amounts to approximately R14.2 million, of which R7.3 million has been included in the condensed combined interim income statement of the Group for the six months ended 30 September 2018. The pro forma adjustment relates to the balance of the transaction costs borne by the Group amounting to R6.9 million.

The above note should be read in conjunction with “Part XVII – Additional Information” of this Pre-listing Statement.

193

Note 6: Treasury Company Incorporation

The existing Group cash pooling arrangement and hedging transactions with MIH Treasury Services Proprietary Limited (a Naspers Limited Group Company) will be transferred to MultiChoice Group Treasury Services Proprietary Limited prior to the Unbundling and Admission date. The current receivable balance of R1.5 billion and current payable balance of R1.2 billion with MIH Treasury Services Proprietary Limited at 30 September 2018 related to R109 million in the cash pool, foreign exchange contract liabilities of R1.2 billion and foreign exchange contract assets of R1.4 billion which has been reallocated accordingly in the pro forma condensed combined interim financial position from amounts due and from related parties balance sheet line items. There is no adjustment required to the condensed combined interim income statement, with no change in the hedging relationship and all hedging criteria maintained.

Note 7: Issue of Company Shares

The transfer of the video entertainment Business to the Company occurred on 28 September 2018 in terms of the share for share agreement. The issue and allotment of 438 837 467 Company shares in exchange for the video entertainment Business was effective 29 November 2018, resulting in the issue of Company shares being a post balance sheet event in the Interim Financial Information of the Company. In the Interim Financial Information the acquisition of the Business has been recognised as an equity contribution from the parent, Naspers Limited, until issuing of the shares on 29 November 2018.

Note 8:

All pro forma adjustments are non-recurring unless otherwise indicated.

194

PR

O F

OR

MA

CO

ND

EN

SE

D C

OM

BIN

ED

ST

AT

EM

EN

T O

F F

INA

NC

IAL

PO

SIT

ION

as a

t 3

0 S

epte

mbe

r 2

01

8

ZA

R’m

Bef

ore

Not

e 1

Res

tru

ctu

re, U

nb

un

dli

ng

an

d A

dm

issi

onP

ro f

orm

aa

fter

th

eR

estr

uct

ure

,U

nb

un

dli

ng

an

dA

dm

issi

on

Loa

nca

pit

ali

-sa

tion

Not

e 2

Sh

are

-b

ase

dp

ay

men

tsN

ote

3

Em

pow

er-

men

tT

ran

sact

ion

Not

e 4

Tra

n-

sact

ion

cost

sN

ote

5

Tre

asu

ry C

omp

an

yIn

-co

rpor

ati

onN

ote

6

Issu

e of

sha

res

Not

e 7

AS

SE

TS

Non

-cu

rren

t a

sset

s2

3 8

38

––

––

80

8–

24

64

6

Pro

per

ty, p

lan

t an

d e

qu

ipm

ent

17

74

1–

17

74

1G

ood

wil

l an

d o

ther

in

tan

gib

le

asse

ts4

13

8–

4 1

38

Inve

stm

ents

an

d l

oan

s1

97

–1

97

Am

oun

ts d

ue

from

rel

ated

par

ties

26

3–

26

3D

eriv

ativ

e fi

nan

cial

in

stru

men

ts1

27

80

8–

93

5D

efer

red

tax

atio

n1

37

2–

1 3

72

Cu

rren

t a

sset

s1

9 7

59

––

––

(80

8)

–1

8 9

51

Inve

nto

ry1

02

4–

1 0

24

Pro

gra

mm

e an

d f

ilm

rig

hts

7 5

79

–7

57

9Tra

de

and

oth

er r

ecei

vabl

es5

11

3–

5 1

13

Am

oun

ts d

ue

from

rel

ated

par

ties

1 7

18

(1 5

35

)–

18

3D

eriv

ativ

e fi

nan

cial

in

stru

men

ts1

68

61

8–

78

6C

ash

an

d c

ash

eq

uiv

alen

ts4

15

71

09

–4

26

6

TO

TA

L A

SS

ET

S4

3 5

97

––

––

––

43

59

7E

QU

ITY

AN

D L

IAB

ILIT

IES

–E

qu

ity

att

rib

uta

ble

to

the

Gro

up

’s

equ

ity

hol

der

s8

56

2–

–(5

00

)(7

)–

–8

05

5N

on-c

ontr

olli

ng

in

tere

sts

(2 5

38

)–

–5

00

––

(2 0

38

)

TO

TA

L E

QU

ITY

6 0

24

––

–(7

)–

6 0

17

195

ZA

R’m

Bef

ore

Not

e 1

Res

tru

ctu

re, U

nb

un

dli

ng

an

d A

dm

issi

onP

ro f

orm

aa

fter

th

eR

estr

uct

ure

,U

nb

un

dli

ng

an

dA

dm

issi

on

Loa

nca

pit

ali

-sa

tion

Not

e 2

Sh

are

-b

ase

dp

ay

men

tsN

ote

3

Em

pow

er-

men

tT

ran

sact

ion

Not

e 4

Tra

n-

sact

ion

cost

sN

ote

5

Tre

asu

ry C

omp

an

yIn

-co

rpor

ati

onN

ote

6

Issu

e of

sha

res

Not

e 7

Non

-cu

rren

t li

ab

ilit

ies

15

46

8–

––

–7

25

16

19

3

Cap

ital

ised

fin

ance

lea

ses

14

81

81

4 8

18

Lon

g-t

erm

lia

bili

ties

20

82

08

Am

oun

ts d

ue

to r

elat

ed p

arti

es1

81

18

1D

eriv

ativ

e fi

nan

cial

in

stru

men

ts–

72

57

25

Def

erre

d t

axat

ion

26

12

61

Cu

rren

t li

ab

ilit

ies

22

10

5–

––

7(7

25

)2

1 3

87

Cap

ital

ised

fin

ance

lea

ses

1 0

01

1 0

01

Pro

gra

mm

e an

d f

ilm

rig

hts

5 0

26

5 0

26

Pro

visi

ons

16

81

68

Acc

rued

ex

pen

ses

and

oth

er

curr

ent

liab

ilit

ies

12

36

37

13

37

0A

mou

nts

du

e to

rel

ated

par

ties

3 4

89

(1 1

71

)2

31

8D

eriv

ativ

e fi

nan

cial

in

stru

men

ts5

84

46

50

4

TO

TA

L E

QU

ITY

AN

D

LIA

BIL

ITIE

S4

3 5

97

––

––

–4

3 5

97

Net

ass

et v

alu

e p

er o

rdin

ary

sh

are

(cen

ts’m

)**

1 8

36

Net

tan

gib

le a

sset

val

ue

per

or

din

ary

sh

are

(cen

ts’m

)**

58

0N

um

ber

of o

rdin

ary

sh

ares

14

38

83

7 4

67

43

8 8

37

46

8

* Bef

ore

the

Res

tru

ctu

re, U

nbu

nd

lin

g a

nd

Ad

mis

sion

net

ass

et v

alu

e p

er o

rdin

ary

sh

are

amou

nts

to

85

6 2

00

mil

lion

cen

ts a

nd

net

tan

gib

le a

sset

val

ue

per

ord

inar

y s

har

e am

oun

ts t

o

30

5 2

00

mil

lion

cen

ts.

196

NOTES TO THE PRO FORMA CONDENSED COMBINED INTERIM FINANCIAL POSITION OF THE GROUP AS AT 30 SEPTEMBER 2018

Note 1: Before

The ‘Before’ column is extracted from the reviewed condensed combined interim statement of financial position of the Group as at 30 September 2018

Note 2: Loan capitalisation

In terms of the Restructuring, all loans from the Naspers Group prior to the Unbundling and Admission will be capitalised to equity.

In the six months ended 30 September 2018, loans owing to the Naspers Group amounting to R20 billion were capitalised. Any further loan funding provided from 30 September 2018 up to the Unbundling and Admission will be capitalised prior to the Unbundling and Admission.

The above note should be read in conjunction with “Part VII – Restructuring and Formation of the Group” of this Pre-listing Statement

Note 3: Share-based payments

Naspers operates a number of equity-settled compensation plans which allow certain employees of the Group the right to receive ordinary shares in Naspers after a prescribed period. As Naspers grants these awards and has the obligation to settle the awards, the schemes have been recognised as equity-settled schemes by the Group.

Prior to the Unbundling and Admission, the vesting period of all existing equity-settled share awards granted to the Group employees by Naspers will be accelerated. The effect of the acceleration of the vesting period will result in a charge to income of an accelerated share-based payment expense of R101 million.

On vesting the share-based payment reserve (included in “Other Reserves”) of R29 million as at 30 September 2018 plus the accelerated share-based payment expense of R101 million will be recycled to retained earnings.

The above note should be read in conjunction with Annexe 14 – Share plans of this Pre-Listing Statement.

Note 4: Empowerment Transaction

As part of the Restructure, MultiChoice Group Limited intends to allocate, for no consideration, an additional 5% stake in MultiChoice South Africa Holdings Proprietary Limited (“MCSA”) to Phuthuma Nathi Investments (RF) Limited and Phuthuma Nathi Investments 2 (RF) Limited (collectively “Phuthuma Nathi”). In terms of IFRS 2, share-based payments, the Empowerment Transaction qualifies as an equity-settled share-based payment. The value of the 5% Phuthuma Nathi share issue according the terms of the Empowerment Transaction has been assumed at R2.6 billion using a discounted cash flow valuation method, applying a terminal growth factor of 5.5%, applying a cost of equity of 11.86% and a non-controlling interest discount factor of 17.5%. A share-based payment expense has been recognised in this regard within equity.

The non-controlling interest in the Group has been restated to recognise the additional interest of minorities in the pro forma equity of MCSA as at 30 September 2018 as follows:

Non-controlling interest ZAR’m

MCSA’s NAV as at 30 September 2018 extracted from the consolidation workings underlying the Interim Financial Information. (R10 007 million x 5%) 500

Non-controlling interest adjustment 500

The above note should be read in conjunction with “Part VIII – Commitment to Transformation and B-BBEE Transactions” of this Pre-listing Statement.

Note 5: Transaction costs

Transaction costs relating to the Restructuring, Unbundling and Admission borne by the Company amounts to approximately R14.2 million of which R7.3 million has been included in the condensed combined interim income statement of the Company for the six months ended 30 September 2018. The pro forma adjustment relates to the balance of the transaction costs borne by the Company amounting to R6.9 million.

The above note should be read in conjunction with “Part XVII – Additional Information” of this Pre-listing Statement.

197

Note 6: Treasury Company Incorporation

The existing Group cash pooling arrangement and hedging transactions with MIH Treasury Services Proprietary Limited (a Naspers Limited Group Company) will be transferred to MultiChoice Group Treasury Services Proprietary Limited prior to the Unbundling and Admission date. The current receivable balance of R1.5  billion and current payable balance of R1.2  billion with MIH Treasury Services Proprietary Limited at 30 September 2018 related to R109  million in the cash pool, foreign exchange contract liabilities of R1.2  billion and foreign exchange contract assets of R1.4  billion which has been reallocated accordingly in the pro forma condensed combined interim financial position from amounts due and from related parties balance sheet line items.

Note 7: Issue of Company Shares

The transfer of the video entertainment Business to the Company occurred on 28 September 2018 in terms of the share for share agreement. The issue and allotment of 438 837 467 Company shares in exchange for the video entertainment Business was effective 29 November 2018, resulting in the issue of Company shares being a post balance sheet event in the Interim Financial Information of the Company. In the Interim Financial Information the acquisition of the Business has been recognised as an equity contribution from the parent, Naspers Limited, until issuing of the shares on 29 November 2018.

198

Annexe 8

INDEPENDENT REPORTING ACCOUNTANT’S REPORT ON THE PRO FORMA FINANCIAL INFORMATION

To the Directors of MultiChoice Group Limited

Report on the Assurance Engagement on the Compilation of Pro Forma Financial Information included in a Pre-listing Statement

We have completed our assurance engagement to report on the compilation of the Pro Forma financial information of MultiChoice Group Limited and its subsidiaries (“MultiChoice Group” or the “Group”) by the Directors of MultiChoice Group Limited (the “Directors”) to be presented in the Group’s Pre-listing Statement (the “Pre-listing Statement”) pursuant to its proposed listing on the main board of the JSE Limited (the “JSE”). The Pro Forma financial information, as set out in Annexe 7 to the Pre-listing Statement, consists of the Pro Forma statement of financial position, the Pro Forma statement of comprehensive income and related notes (the “Pro Forma Financial Information”). The applicable criteria on the basis of which the Directors have compiled the Pro Forma Financial Information are specified in the JSE Listings Requirements and described in the Pre-listing Statement.

The Pro Forma Financial Information have been compiled by the Directors to illustrate the impact of the restructuring of the Naspers’s video entertainment business into a group held by MultiChoice Group Limited and the subsequent listing of MultiChoice Group’s shares on the main board of the JSE (“the Unbundling and Admission”). As part of this process, information about the Group’s financial position and financial performance has been extracted by the Directors from the Group’s Condensed Combined Interim Financial Information, on which a review report has been published.

Directors’ responsibility

The Directors of the MultiChoice Group are responsible for compiling the Pro Forma Financial Information on the basis of the applicable criteria specified in the JSE Listings Requirements and described in the Pre-listing Statement.

Our independence and quality control

We have complied with the independence and other ethical requirements of the Code of Professional Conduct for Registered Auditors issued by the Independent Regulatory Board for Auditors (IRBA Code), which is founded on fundamental principles of integrity, objectivity, professional competence and due care, confidentiality and professional behaviour. The IRBA Code is consistent with the International Ethics Standards Board for Accountants Code of Ethics for Professional Accountants (Part A and B).

The firm applies International Standard on Quality Control 1 and, accordingly, maintains a comprehensive system of quality control including documented policies and procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements.

Reporting accountant’s responsibility

Our responsibility is to express an opinion about whether the Pro Forma Financial Information have been compiled, in all material respects, by the Directors on the basis of the applicable criteria specified in the JSE Listings Requirements and described in Annexe 4 to the Pre-listing Statement based on our procedures performed.

We conducted our engagement in accordance with the International Standard on Assurance Engagements (ISAE) 3420, Assurance Engagements to Report on the Compilation of Pro Forma Financial Information Included in a Prospectus issued by the International Auditing and Assurance Standards Board. This standard requires that we plan and perform our procedures to obtain reasonable assurance about whether the Pro Forma financial information has been compiled, in all material respects, on the basis specified in the JSE Listings Requirements.

For purposes of this engagement, we are not responsible for updating or reissuing any reports or opinions on any historical financial information used in compiling the Pro Forma Financial Information, nor have we, in the course of this engagement, performed an audit or review of the financial information used in compiling the Pro Forma Financial Information.

199

The purpose of Pro Forma Financial Information is solely to illustrate the impact of a significant event or transaction on unadjusted financial information of the MultiChoice Group as if the event had occurred or the transaction had been undertaken at an earlier date selected for purposes of the illustration. Accordingly, we do not provide any assurance that the actual outcome of the event or transaction would have been as presented.

A reasonable assurance engagement to report on whether the Pro Forma financial information have been compiled, in all material respects, on the basis of the applicable criteria involves performing procedures to assess whether the applicable criteria used by the Directors in the compilation of the Pro Forma Financial Information provide a reasonable basis for presenting the significant effects directly attributable to the event or transaction, and to obtain sufficient appropriate evidence about whether:

• the related Pro Forma adjustments give appropriate effect to those criteria; and

• the Pro Forma Financial Information reflects the proper application of those adjustments to the unadjusted financial information.

The procedures selected depend on our judgement, having regard to our understanding of the nature of the Group the event or transaction in respect of which the Pro Forma Financial Information has been compiled, and other relevant engagement circumstances.

Our engagement also involves evaluating the overall presentation of the Pro Forma Financial Information.

We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Opinion

In our opinion, the Pro Forma Financial Information has been compiled, in all material respects, on the basis of the  applicable criteria specified by the JSE Listings Requirements and described in Annexe 7 of the Pre-listing Statement.

Purpose of the report

This report has been prepared for the purpose of the Pre-listing Statement and for no other purpose.

PricewaterhouseCoopers Inc.

Director: Brett HumphreysRegistered Auditor

Johannesburg17 January 2019

200

Annexe 9

INDEPENDENT ACCOUNTANT’S REPORT ON THE NON-IFRS FINANCIAL MEASURES

To the Directors of MultiChoice Group Limited

Report on the Assurance Engagement on the Compilation of the Non-IFRS Financial Measures

We have completed our assurance engagement to report on the compilation of the non-IFRS financial measures as set out in Part XI: Management’s discussion and analysis of financial conditions and results of operations (“the Non-IFRS Financial Measures”) of MultiChoice Group Limited (“MultiChoice Group” or the “Group”) by the Directors of MultiChoice Group Limited (the “Directors”) to be presented in the Company’s Pre-listing Statement (the “Pre-listing Statement”) pursuant to its proposed listing on the main board of the JSE Limited (the “JSE”). The applicable criteria on the basis of which the Directors have compiled the Non-IFRS Financial Measures are specified in the JSE Listings Requirements and described in the Pre-listing Statement.

The Non-IFRS Financial Measures have been compiled by the Directors to illustrate core headline earnings (as defined in Part X of the Pre-listing Statement), the impact of foreign currency (to reflect constant currency with the prior year) and to illustrate the impact of significant acquisitions and disposals during the year (to reflect results on an organic basis). As part of this process, information about the Group’s financial position and financial performance has been extracted by the Directors from the Group’s financial statements for the six months ended 30 September 2018, 30 September 2017, and the years ended 31 March 2016, 31 March 2017 on which review reports have been published and the year ended 31 March 2018 on which an audit report has been published.

Directors’ responsibility

The Directors are responsible for compiling the Non-IFRS Financial Measures on the basis of the applicable criteria specified in the JSE Listings Requirements and described in the Pre-listing Statement.

Our independence and quality control

We have complied with the independence and other ethical requirements of the Code of Professional Conduct for Registered Auditors issued by the Independent Regulatory Board for Auditors (IRBA Code), which is founded on fundamental principles of integrity, objectivity, professional competence and due care, confidentiality and professional behaviour. The IRBA Code is consistent with the International Ethics Standards Board for Accountants Code of Ethics for Professional Accountants (Part A and B).

The firm applies International Standard on Quality Control 1 and, accordingly, maintains a comprehensive system of quality control including documented policies and procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements.

Reporting accountant’s responsibility

Our responsibility is to express an opinion about whether the Non-IFRS Financial Measures has been compiled, in all material respects, by the Directors on the basis of the applicable criteria specified in the JSE Listings Requirements based on our procedures performed.

We conducted our engagement in accordance with the International Standard on Assurance Engagements (ISAE) 3420, Assurance Engagements to Report on the Compilation of Pro Forma Financial Information Included in a Prospectus issued by the International Auditing and Assurance Standards Board. This standard requires that we plan and perform our procedures to obtain reasonable assurance about whether the Non-IFRS Financial Measures has been compiled, in all material respects, on the basis specified in the JSE Listings Requirements.

For purposes of this engagement, we are not responsible for updating or reissuing any reports or opinions on any historical financial information used in compiling the Non-IFRS Financial Measures, nor have we, in the course of this engagement, performed an audit or review of the financial information used in compiling the Non-IFRS Financial Measures.

The purpose of Non-IFRS Financial Measures is solely provide users with relevant information and measures used by the Group to assess performance and to illustrate the impact of foreign currency movements, and material disposals and acquisitions on the Group’s financial performance. Accordingly, we do not provide any assurance that the actual financial information would have been as presented.

201

A reasonable assurance engagement to report on whether the Non-IFRS Financial Measures have been compiled, in all material respects, on the basis of the applicable criteria involves performing procedures to assess whether the applicable criteria used by the Directors in the compilation of the Non-IFRS Financial Measures provide a reasonable basis for presenting the financial information on a Pro Forma basis and to obtain sufficient appropriate evidence about whether:

• the related Pro Forma adjustments give appropriate effect to those criteria; and

• the Non-IFRS Financial Measures reflect the proper application of those adjustments to the unadjusted financial information.

The procedures selected depend on our judgement, having regard to our understanding of the nature of the Group, the event or transaction in respect of which the Non-IFRS Financial Measures have been compiled, and other relevant engagement circumstances.

Our engagement also involves evaluating the overall presentation of the Non-IFRS Financial Measures.

We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Opinion

In our opinion, the Non-IFRS Financial Measures has been compiled, in all material respects, on the basis of the applicable criteria specified by the JSE Listings Requirements.

Purpose of the report

This report has been prepared for the purpose of the Pre-listing Statement and for no other purpose.

PricewaterhouseCoopers Inc.

Director: Johan PotgieterRegistered Auditor

Johannesburg17 January 2019

202

Annexe 10

PROPOSED COMPUTATION OF NUMBER OF SUBSCRIBERS

The Group currently reports subscriber numbers based on subscribers currently active at the reporting date. Going forward, the Group intends to report subscriber numbers on a 90 day active basis (being all subscribers who have been active in the previous 90 days). This will have an impact on other operating measures, including ARPU. In this regard, set out below is a comparison of what subscriber and ARPU numbers would have been for the three years ended 31 March 2018, 2017 and 2016 and the six months ended 30 September 2018 and 2017, if prepared on the proposed go-forward basis outlined above, against the relevant information prepared on the current basis and as disclosed in this Pre-listing Statement.

For further information on the key performance measures of the Group, refer to “Part X – Presentation of Information”.

Equivalent metrics (90 day basis)1

Year ended31

March2016

Year ended31

March2017

Year ended31

March2018

Six monthsended

30September

2017

Six monthsended

30September

2018

South Africa Subscriber base 6 080 6 732 7 335 6 993 7 597Subscriber growth 408 653 602 261 263ARPU (ZAR) 322 327 316 321 308

Sub-Saharan Africa Subscriber base 7 051 7 890 9 040 8 064 10 048

Subscriber growth 283 839 1 150 174 1 008ARPU (ZAR) 177 139 115 123 115

Group Subscriber base 13 131 14 622 16 375 15 057 17 645Subscriber growth 691 1 492 1 752 435 1 271ARPU (ZAR) 243 225 206 214 200

Note:

1. If the proposed go-forward was implemented in this Pre-listing Statement, this would have resulted in an increase in the number of subscribers and a related decrease in ARPU, as set out herein.

As Reported in Pre-listing Statement

Year ended31

March2016

Year ended31

March2017

Year ended31

March2018

Six monthsended

30September

2017

Six monthsended

30September

2018

South Africa Subscriber base 5 732 6 358 6 921 6 636 7 206Subscriber growth 349 626 563 278 285ARPU (ZAR) 339 346 335 339 326

Sub-Saharan Africa Subscriber base 4 679 5 584 6 555 5 596 6 694

Subscriber growth (138) 905 971 12 139ARPU (ZAR) 257 202 160 176 166

Group Subscriber base 10 411 11 942 13 476 12 232 13 900Subscriber growth 211 1 531 1 534 290 424ARPU (ZAR) 302 280 252 263 249

203

Annexe 11

PARTICULARS OF THE DIRECTORS AND SENIOR MANAGEMENT OF THE COMPANY

Other Directorships and Partnerships held by the Directors and Senior Management

The names of all companies (other than the Company’s subsidiaries) and partnerships of which the Directors and Senior Management of the Company, have been a Director or partner at any time in the five years preceding the Last Practicable Date are listed below:

Name Directorships Status

Patel, Mohamed Imtiaz Grandslam Investments ActiveSuperSport United Football Club ResignedDStv Media Sales ResignedSouthern Africa PGA Tour ResignedSuperSport Dream League ResignedFree State Cheetahs ResignedSuperSport International ResignedSuperSport Sports Holdings ResignedSuperSport International Holdings ResignedGriqualand West Rugby ResignedGriqualand West Rugby Stadium ResignedThe Sharks ResignedSouth African Golf Development Board Resigned

SuperSport ZoneActive (in deregistration)

KZN Cricket ResignedWestern Province Professional Cricket ResignedEasterns Titans ResignedMultiChoice South Africa Holdings ActiveMultiChoice South Africa Proprietary Limited ActiveMain Street 484 ActiveTrent Bridge Investments ActiveFootball Foundation of South Africa ResignedNewshelf 1221 (RF) Active

Pacak, Stephan Joseph Zbigniew Naspers Limited ActiveMedia24 ResignedMIH Holdings ResignedNaspers Beleggings (RF) ResignedHeemstede Beleggings ResignedKeeromstraat 30 Beleggings (RF) ActiveIntelprop ResignedMultiChoice South Africa Holdings ActiveMedia24 Holdings ResignedMIH Guernsey Limited (Incorporated in Guernsey) ActiveDusty Moon Investments 288 ActiveSeacrest Investments 134 ActiveSeacrest Investments 132 Resigned

Mawela, Calvo Phedi EMC Consulting Engineers ResignedTubatse Easternlimp Mining Corporation ResignedMirocron ActiveElectronic Media Network ActiveMultiChoice Eastern Cape ActiveOrbicom Active

204

Name Directorships Status

MultiChoice ActiveCommercezone ActiveSuperSport International ActiveSuperSport Sports Holdings ActiveSuperSport International Holdings ActiveMultiChoice Investments ActiveNMS Properties ActiveMultiChoice Technical Operations ActiveMultiChoice Operations ActiveMultiChoice Support Services ActiveMultiChoice Mobile Operations ActiveKilimanjaro Logistics Resigned

Jacobs, Timothy Neil Fundamental AnalystsInactive (in deregistration)

Potpale Investments (RF) ResignedCrabtree Retail ResignedPowertech Telecom Cables ResignedBytes Technology Group ResignedMetal Box South Africa ResignedNampak Paper ResignedKohler ResignedPowertech Properties and Investments ResignedAmalgamated Packaging Industries ResignedAltron TMT Holdings ResignedMalbak ResignedPower Technologies ResignedKohler Packaging ResignedNational Containers ResignedThe Berden Group ResignedSgb Smit Power Matla ResignedSgb Smit Calidus ResignedNampak Products ResignedOmbar Properties ResignedPowertech Industries ResignedPrintpak ResignedKDY Properties ResignedCBI-Electric Telecom Cables ResignedSun Packaging Holdings ResignedNampak ResignedAltron Finance ResignedMetal Box Centre ResignedAltron Management Services ResignedAltron TMT Management Services ResignedThe Metal Press Company (1973) ResignedPak Projects ResignedAltron TMT ResignedElectronic Media Network ResignedCiskei Buyers ResignedNetstar ResignedNampak Metal Packaging ResignedContinuous Oxygen Suppliers ResignedOrbicom ResignedMultiChoice ResignedCCSA Turnkey ResignedCommercezone Resigned

205

Name Directorships Status

Cs Computer Services Holdings ResignedSuperSport International ResignedSuperSport Sports Holdings ResignedSuperSport International Holdings ResignedTransaction Capital Risk Services ResignedNampak Tissue ResignedCresol ResignedAir Liquide Maintenance and Operations Africa ResignedPrincipa Decisions ResignedNampak Business Services ResignedPaycorp Corporate Services ResignedTransaction Capital ResignedNampak Cartons and Labels ResignedBayport Financial Services ResignedAltron TMT Sa Group ResignedSa Taxi Finance Solutions (RF) ResignedSa Taxi Finance Holdings ResignedSupersonic FTTX ResignedPics Investment Holdings ResignedNMS Insurance Services (Sa) ResignedSmart Village Heritage Hill ResignedT C Executive Holdings ResignedMultiChoice Technical Operations ResignedZumhold ResignedSmart Village at Xanadu Joint Venture ResignedMultiChoice Operations ResignedEllehove Investments ResignedRed Sky Finance ResignedSa Taxi Finance Insurance Brokers ResignedT C Corporate Support ResignedT C Treasury ResignedMultiChoice Support Services ResignedAquarella Investments 471 ResignedMultiChoice Mobile Operations ResignedMultiChoice South Africa ResignedTransaction Capital Business Partners ResignedSpecialised Mortgage Capital Guarantee ResignedSpecialised Mortgage Capital Warehouse ResignedSmartvillage Century Online ResignedSa Taxi Development Finance ResignedAltech Uec South Africa ResignedTaximart ResignedBayport Financial Services 2010 ResignedAltech Netstar Group ResignedWaterfall Access Networks Resigned

Eriksson, Donald Gordon Oakleaf Investment Holdings 94 ActiveConcourse Holdings ActiveNaspers ActiveGenac Properties DBN ResignedOakleaf Insurance Company ActiveNorthcliff Nursery School Association ResignedGenac Properties JHB ResignedThe Institute of Directors In Southern Africa Resigned

206

Name Directorships Status

Influential Investments ResignedInfluential Investments ResignedGenac Properties (East Rand) ResignedInsure Group Managers ResignedMFCU Group Services ResignedCGU Insurance ResignedJesop Finance Company ResignedMIH Holdings ResignedSentrasure ResignedLomshelf01 ResignedBrightrock Life ResignedLombard Dormant Company ResignedRenasa Insurance Company ActiveCougar Risk Finance ResignedInsure Group Managers Claims ResignedRenasa Holdings ActiveCoface South Africa Insurance Company ActivePepper Shake Trading 7 ActiveNMS Insurance Services (Sa) ActiveMultiChoice South Africa Holdings ActiveMultiChoice South Africa Active

Letele, Francis Lehlohonolo Napo Lapetus ActiveMejametalana Properties ActiveTiamat Holdings ActivePotelisi Projects ActiveMobile Device Repairs and Accessories ResignedIkapa Petroleum Corporation ResignedNaspers ActiveFrancina Exports ActiveElectronic Media Network ActiveMultiChoice Supplies ActiveInternational Co-Productions ActiveBroadband Infraco ResignedMultiChoice Eastern Cape ActiveOrbicom ActiveO’keeffe And Swartz Consultants ResignedSuperSport United Football Club ActiveMultiChoice ActiveDStv Media Sales ResignedStand 1194-1196 Ferndale ActiveCommercezone ActiveHuntley Media Services ActiveSupersport Dream League ActiveFairlawns Boutique Hotel and Spa ActiveSuperSport International ActiveSuperSport Sports Holdings ActiveSuperSport International Holdings ActiveHuntley Holdings ActiveHuntley Internet Services ActiveJersey Lane Properties ActiveEMN Media Services ActiveMultiChoice Africa Foundation ActiveMIH eCommerce Holdings ResignedHuntley Internet ResignedJellybean Interactive Active

207

Name Directorships Status

MultiChoice Investments ActiveI-Tran ActiveSuperSport Zone ActiveI-Tran Systems ActiveNMS Communications ActiveMindset Network ResignedPresent Perfect Investments 320 ActiveIzinyoni Trading 350 ActiveSupersonic FTTX ResignedChesswood Holdings 3 ActiveNMS Insurance Services (Sa) ResignedNMS Properties ActiveNext Case 59 ActiveMultiChoice Technical Operations ActiveMultiChoice Operations ActivePhuthuma Nathi Investments (RF) ResignedMultiChoice South Africa Holdings ActiveTopaz Sky Trading 55 ActiveMagnolia Ridge Properties 383 ActivePhuthuma Nathi Investments 2 (RF) ResignedMultiChoice Support Services ActiveMultiChoice Mobile Operations ActiveFairlawns Hotels ActiveMultiChoice South Africa ActiveBuilt Environment Africa Capital ResignedIntegrated Professional Consultants ActiveNonica Estates ActiveJoe’s Easy Diner ResignedEd’s Easy Diner ResignedNewshelf 1270 (RF) Active

Masilela, Elias Ingagaru TradingInactive (in deregistration)

Ingagaru Property Investments ActiveIngagaru Vision (RF) ResignedCa Sales Holdings ActiveIngagaru Holdings (RF) ActiveIngagaru Investments ActiveApros Special Vehicle ActiveAlternative Prosperity Investors ActiveBuma Consulting ActiveAlternative Prosperity Strategic Investments ResignedApros Foundation ActiveAlternative Prosperity Bee Investments ActiveAlternative Prosperity Holdings ActiveAvior Capital Markets Holdings Resigned

Fairtree Impact CapitalInactive (in deregistration)

EP Investments ActiveInyosi Energy ActiveBrightlights Learning ActiveSouth African Bank Note Company (RF) ResignedAbsa Financial Services ActiveVictoria And Alfred Waterfront ActiveSanlam Umbrella Fund Administrators ResignedThe Insurance Institute of South Africa Resigned

208

Name Directorships Status

Airports Company South Africa ResignedAbsa Asset Management ActiveV and A Waterfront Developments ActiveADR International Airports South Africa ResignedThe Hotel Company ResignedStrate ActiveV and A Waterfront Marina ActiveSouth African Savings Institute ResignedDNA Economics ActiveThe Financial Planning Institute of Southern Africa ResignedCapital Harvest ActivePublic Investment Corporation ResignedMultiChoice South Africa Holdings ActiveV and A Waterfront Holdings ActiveNumber 43 Trelawney Park Kwa-Magogo ResignedNewshelf 904 ActiveMultiChoice South Africa ActiveAlternative Prosperity Advisory and Products ResignedEconomic Research Southern Africa ResignedAvior Capital Markets ResignedKalafong Hospital ResignedFairtree Capital ResignedGovernment Employee Pension Fund (GEPF) ResignedSouth African Reserve Bank ResignedEskom Pension and Provident Fund ActiveMultiChoice Group Limited Active

Moroka, Kgomotso Ditsebe Jabistone 13 ActiveTemetayo Investment Company ActiveYizani Phuthuma Nathi (RF) ActiveEdgars Consolidated Stores ResignedSchindler (SA) Investment Holding ResignedSantam Structured Insurance ResignedThreadneedle Holding Company ResignedThe Standard Bank of South Africa ActivePhuthuma Shareholder Services ActiveStandard Bank Group ActiveSew-Eurodrive ResignedMarie Stopes South Africa ResignedLaw Review Project ResignedAfrican Renaissance Holdings ResignedSantam Si Investments ResignedTimespan Investments (RF) ResignedTshwaranang Legal Advocacy Centre to End Violence Against Women ResignedNew Seasons Investments Holdings ResignedNew Seasons Investments Holdings ResignedNetcare ActiveMetroprop ResignedPontso Investment Holdings ResignedGobodo Forensic and Investigative Accounting ResignedAfrican Rainbow Minerals Gold ResignedPhuthuma Futhi Investments ActiveSabsa Holdings ResignedThe South African Breweries ResignedTraxys Africa Holdings Resigned

209

Name Directorships Status

State Information Technology Agency ResignedGobodo Outsourcing ResignedThe South African Apartheid Museum at Freedom Park ActiveSantam Structured Life ResignedFidelity Security Group ResignedAttica Investments ResignedWesizwe Platinum ResignedNew Seasons Ict ResignedIzimoto Trading ResignedGrinding Power ResignedMarapyane Developments ActiveNew Seasons Financial Services ResignedNew Seasons Manufacturing Industries ResignedSkincon Kalibrate ResignedNew Seasons Securities Services ResignedNew Seasons Auto Holdings ResignedNew Seasons Auto Holdings ResignedMultiChoice South Africa Holdings ActiveSchindler Lifts (SA) ResignedKalagadi Manganese ActiveTeslou Foods ResignedMultiChoice South Africa ActiveFreedom Under Law ResignedRoyal Bafokeng Platinum ActivePhotla Investments ResignedAmispan ActiveNelson Mandela Children’s Hospital Active

Stephens, Louisa Thia Consulting ResignedPrime Select Holdings ActiveAfrican Bank Holdings ActiveAfrican Bank ActiveAfrican Insurance Group ActiveK2015219110 (South Africa) ActivePrime Select Properties ActiveBAIC Automobile Sa ActiveThe Institute of Directors In Southern Africa ActiveAfgri ResignedFundi Capital ResignedGreymatter And Finch ResignedBasadi Ba Kopane Investments (RF) ResignedMultiChoice South Africa Holdings ActiveCircle Edu Investments ResignedSouth Ocean Holdings ResignedMultiChoice South Africa ActiveRoyal Bafokeng Platinum Active

Volkwyn, John James Eezeewebsites ResignedSilverhurst Estate Home Owners Association ResignedMultiChoice South Africa Holdings ActiveMultiChoice South Africa Active

210

Name Directorships Status

Major SubsidiariesDe Vries, Tom MultiChoice Africa Holdings B.V. Active

M-Net Intelprop Holdings Limited ActiveShowmax B.V. ActiveSSI Intelprop Holdings Limited ActiveSuperSport Holdings B.V. ActiveMultiChoice Africa Services B.V. ActiveMultiChoice Group Holdings B.V. Active

Du Plessis, Byron Wayne MIH Treasury Services Proprietary Limited ResignedMultiChoice Group Treasury Services Proprietary Limited ActiveMultiChoice Africa Holdings B.V. ActiveShowmax B.V. ActiveMultiChoice Africa Services B.V. ActiveMultiChoice Group Holdings B.V. ActiveSuperSport Holdings B.V. ActiveShowmax r.o. Active

Gabriels, Rochelle Joy MultiChoice Proprietary Limited ActiveMultiChoice Support Services Proprietary Limited ActiveSuperSport International Holdings Proprietary Limited ActiveVast Networks Proprietary Limited ActiveElectronic Media Network Proprietary Limited ActiveMultiChoice Eastern Cape Proprietary Limited ActiveOrbicom Proprietary Limited ActiveDStv media Sales Proprietary Limited ActiveStand 1194 - 1196 Ferndale Proprietary Limited ActiveCommercezone Proprietary Limited ActiveHuntley Media Services Proprietary Limited ActiveSuperSport International Proprietary Limited ActiveSuperSport Sports Holdings Proprietary Limited ActiveSuperSport International Holdings Proprietary Limited ActiveHuntley Holdings Proprietary Limited ActiveMultiChoice Investments Proprietary Limited ActiveNMS Properties Proprietary Limited ActiveMultiChoice Technical Operations Proprietary Limited ActiveMultiChoice Mobile Operations Proprietary Limited ActiveMultiChoice Operations Proprietary Limited Active

Hlongwane, Salukazi Dakile Erf 1407 Dainfern Properties CC

Inactive (Deregistration in process)

Basadi Ba Kopane Resources Proprietary Limited ActivePPC Strategic Business Partners SPV (RF) Proprietary Limited ActiveAfripack Holdings Proprietary Limited ResignedLanseria Holdings Proprietary Limited Active

Ilitha Real Estate Services Proprietary Limited

Inactive (Deregistration in process)

Eyesizwe SPV (RF) Proprietary Limited ActiveNZ Capital Investment Holdings Proprietary Limited ActiveFirst Mayibuye Holdings Proprietary Limited Resigned

211

Name Directorships Status

PPC Limited ResignedAfripack Proprietary Limited ActiveThe Don Group Limited ResignedNRC Belting Proprietary Limited ResignedKelvion Thermal Solutions Proprietary Limited ActiveNuvo Rubber Compounders Proprietary Limited ResignedSasol Oil Proprietary Limited ActiveMCC Contracts Proprietary Limited ResignedWoodlands Dairy Proprietary Limited ActiveMutual Construction Company (Transvaal) Proprietary Limited ResignedLanseria International Airport Proprietary Limited ActiveLanseria Airport 1993 Proprietary Limited ActiveTsogo Sun Casinos Proprietary Limited ResignedMultiChoice Proprietary Limited ResignedTsogo Investment Holding Company Proprietary Limited ResignedNozala Investments Proprietary Limited Active

Nozala-JNCInactive (Deregistered)

Tangney Investments Proprietary Limited ResignedOld TSG Proprietary Limited ResignedO’Brian Marketing Proprietary Limited ResignedNozala Holdings Proprietary Limited ActiveSuperSport International Holdings Proprietary Limited Resigned

Accurate Trading 5 Proprietary LimitedInactive (Deregistered)

Accurate Trading 6 Proprietary LimitedInactive (Deregistered)

NRC Chamberlain Proprietary Limited ResignedKyocera Document Solutions South Africa Proprietary Limited ActiveExtract Group Limited Resigned

Nozfed Investments Proprietary LimitedInactive (Deregistered)

National Movement of Rural Women NPC ActiveNuvo Rubber Lining Proprietary Limited ResignedExxaro Resources Limited ResignedWoodlands Dairy Logistics Proprietary Limited ResignedNozala Resources Proprietary Limited Active

Drummondside Investments Inactive (Deregistered)

Nozala Capital Management Proprietary Limited ActiveNewmillen 122 Investments Proprietary Limited ActiveNozweni Proprietary Limited ActiveNexus Connexion (SA) Proprietary Limited ResignedTshwane Private Hospitals Proprietary Limited ResignedLanseria Airport Investments Proprietary Limited ActiveUmthunzi Telecoms Consortium Proprietary Limited

Inactive (Deregistered)

Nozala Packaging Holdings Proprietary Limited ActiveNozala Coal Proprietary Limited ActiveKelvion Services Proprietary Limited ActiveTshwarisano LFB Investment Proprietary Limited ActiveNozala Mining Services Proprietary Limited Active

212

Name Directorships Status

Nozala Diamonds Proprietary LimitedInactive (Deregistered)

Nozala MCC Proprietary Limited ActiveNozala Fruit Terminal Services Proprietary Limited ResignedGidani Proprietary Limited ResignedNewshelf 782 Proprietary Limited Active

Nozaluthando Investment Holdings Proprietary Limited

Inactive (Deregistration in process)

Main Street 333 Proprietary Limited ActiveMorning Tide Investments 168 Proprietary Limited ActiveQuick Leap Investments 483 Proprietary Limited ActiveBasadi Ba Kopani Investments (RF) Proprietary Limited ActiveDream World Investments 481 Proprietary Limited ActiveMultiChoice South Africa Holdings Proprietary Limited ActiveDMI Minerals South Africa Proprietary Limited ActiveGruisfontein Coal Proprietary Limited ActiveZonnebloem Coal Proprietary Limited ResignedKutting Mpumulanga Proprietary Limited ActiveNexus OP Company ResignedPPS SBP Consortium Funding SPV Proprietary Limited ActiveEnviroserv Holdings Proprietary Limited ActiveOld TH Proprietary Limited ResignedNuvo Holdings Proprietary Limited ResignedMultiChoice South Africa Proprietary Limited ResignedMatayo Trading 114 Proprietary Limited ActiveMoody Blue Trade and Invest 157 Proprietary Limited ActiveKyocera Document Solutions South Africa Holdings Proprietary Limited ActiveAfripak Consumer Flexibles Proprietary Limited ActiveMasakhane Broad Based Investments Proprietary Limited ActiveBond Tech Rubber Proprietary Limited ResignedClidet No 902 Proprietary Limited Active

Citybiz Proprietary Limited

Inactive (Deregistration in process)

Rejem-Nozala Proprietary Limited Active

Rainmakers Empire Proprietary LimitedInactive (Deregistered)

Nulane Investments 244 Proprietary Limited ActiveDigital Vision Technologies Proprietary Limited Resigned

Newshelf 1065 Proprietary Limited

Inactive (Deregistration in process)

Kuvula Trade 113 Proprietary LimitedInactive (Deregistered)

Nozala Health Partners Proprietary Limited ResignedAcapulco Trade and Invest 164 (RF) Proprietary Limited Active

Trans-Sahara Trading and Consultancy Inc.Inactive (Deregistered)

213

Name Directorships Status

Moraba Proprietary LimitedInactive (Deregistered)

Extract Group Proprietary Limited ResignedConstantia Afripack Proprietary Limited Active

Khobane, Itumeleng GideonSuperSport International Holdings Proprietary Limited ActiveKwaZulu-Natal Cricket Proprietary Limited ActiveTitans Cricket Proprietary Limited ActiveWestern Province Professional Cricket Proprietary Limited ActiveThe Sharks Proprietary Limited ActiveSuperSport International Proprietary Limited ActiveSuperSport Sports Holdings Proprietary Limited ActiveSuperSport United Football Club Proprietary Limited ActiveFree State Cheetahs Proprietary Limited ActiveSuperSport International Proprietary Limited Active

Koning, Maarten Jacob Johannes MultiChoice Africa Holdings B.V ActiveIrdeto South Africa Proprietary Limited ActiveIrdeto France SAS ActiveIrdeto UK Limited ActiveDenuvo GmbH ActiveIrdeto Africa B.V. ActiveIrdeto B.V. ActiveIrdeto B.V. (Turkey branch) ActiveIrdeto B.V. (Japan branch) ActiveIrdeto Holdings B.V. ActiveIrdeto Security B.V. ActiveM-Net Intelprop Limited ActiveShowmax B.V. ActiveSSI Intelprop Holdings Limited ActiveSuperSport Holdings B.V. ActiveUnigic B.V. ActiveMultiChoice Africa Services B.V. ActiveMultiChoice Group Holdings B.V. ActiveIrdeto Poland sp.z.o.o Active

Matloa, Matshidiso Octavia Altimax Ukukhanya Proprietary Limited

Inactive (Deregistration in process)

Tsidkenu Chartered Accountants Proprietary Limited ActiveMedical Risk Managers Forensic Audit Proprietary Limited

Inactive (Deregistered)

Village Main Reef Proprietary Limited ResignedSBI The Big Voice of Small Business NPC Active

Jireh Holdings Proprietary Limited

Inactive (Deregistration in process)

MultiChoice South Africa Holdings Proprietary Limited Active

Budiriro Investment Proprietary LimitedInactive (Deregistered)

Great Basin Gold Limited ResignedMultiChoice South Africa Proprietary Limited ActiveExtract Group limited Resigned

214

Name Directorships Status

Nissy Holdings Proprietary Limited

Inactive (Deregistration in process)

Bokkies Transport Proprietary Limited

Inactive (Deregistration in process)

Mukundi Mining Resources 3 Proprietary Limited

Inactive (Deregistration in process)

Jireh Commodities Inc.

Inactive (Deregistration in process)

Jireh Unit Development Inc. ActiveNissy Development and Construction Inc. Active

Jireh Management and Consulting Services

Inactive (Deregistration in process)

Rainmakers Empire Proprietary LimitedInactive (Deregistered)

The Vibe Group Proprietary Limited ActiveMukundi Mining Resources 2 Proprietary Limited ActiveMukundi Mining Resources 5 Proprietary Limited Active

Mukundi Mining Resources 6 Proprietary Limited

Inactive (Deregistration in process)

Tsidkenu Coltech Proprietary Limited

Inactive (Deregistration in process)

Mukundi Mining Resources Holdings Proprietary Limited

Inactive (Deregistration in process)

Mukundi Mining Resources 1 Proprietary Limited

Inactive (Deregistration in process)

Mukundi Mining Resources 4 Proprietary Limited ActiveTsidkenu Holdings Proprietary Limited ActiveTsidkenu Forensic Investigations Proprietary Limited Active

Tsidkenu Foundation for Quality Leadership Proprietary Limited

Inactive (Deregistration in process)

Akasia Be Well Clinic Proprietary Limited

Inactive (Deregistration in process)

Master Drilling Group Limited Active

Nemavect Proprietary Limited

Inactive (Deregistration in process)

African Beauty Academy Proprietary Limited

Inactive (Deregistration in process)

Mukundi Mining Resources Diamonds Proprietary Limited Active

Jireh Unit For Investment Proprietary Limited

Inactive (Deregistration in process)

Hail King David Proprietary Limited

Inactive (Deregistration in process)

215

Name Directorships Status

Nissy Property Investments Proprietary Limited ActiveAvior Capital Markets Holdings Limited Resigned

Supplier Academy of South Africa 1 Proprietary Limited

Inactive (Deregistration in process)

Jireh Investment Holdings Proprietary Limited

Inactive (Deregistration in process)

Tsidkenu Consulting Proprietary Limited ActiveMofao Oa Molimo Proprietary Limited Active

The Big App Proprietary Limited

Inactive (Deregistration in process)

Inzawu Consulting Proprietary Limited ActiveBTM Bros Proprietary Limited ActiveAfrican bean Proprietary Limited ActivePhakamisa Coal Consortium Proprietary Limited Active

La Bobo Beauty Salon and Spa Proprietary Limited

Inactive (Deregistration in process)

Petra Diamonds Limited Active

Sibiya, Khulu BransbyPhuthuma Shareholder Services Proprietary Limited

Inactive (Deregistered)

Electronic Media Network Proprietary Limited ResignedThe Natal Witness Printing and Publishing Company Proprietary Limited ResignedMIH Holdings Proprietary Limited ResignedSuperSport United Football Club Proprietary Limited Active The South African Breweries Centenary Company NPC ResignedPhuthuma Investments Proprietary Limited ActiveLitha Health Care Holdings Proprietary Limited ResignedSouth African Golf Development Board NPC ResignedMultiChoice South Africa Holdings Proprietary Limited ActiveMultiChoice South Africa Proprietary Limited ActiveUniversity of Johannesburg ResignedNational Soccer League, board of governors ActiveNiovac Pharmaceutical Resigned

216

SENIOR MANAGEMENT

Name Directorships Status

De Villiers, Brand Thinking Minds Marketers ActiveMartiq 230 Active227 Leopard Creek ActiveClassic Crown Properties 131 ActiveHouse of The Brave ResignedTournament of Hope ActiveBrandhan Investments ResignedK2014041230 ResignedFlooid ResignedMarc Group ResignedNavitute ActiveNavitute ResignedSilverton Travel ResignedV Leisure Holdings ResignedGas Sports ResignedPro Range ResignedBlou Bulle Maatskappy ResignedExperiential Marketing ResignedVodacom Sport and Entertainment ActiveAmatolo Investments ActiveKumnandi Sweets from Heaven (Western Cape) ActiveKusasa Commodities 81 ActiveKumnandi Sweets from Heaven (Eastern Cape) ActiveThe Meat Company (Montecasino) ResignedOpenfield Marketing Johannesburg ResignedLion Heart Risk Management ResignedThe Meat Company (Rivonia) ResignedThe Meat Company (Melrose Arch) ResignedCompliance Verification Solutions ResignedHerdbuoys-Sail Sport and Entertainment ActiveLifeline Foods ActiveOceanwise ResignedQuickstep 537 ActiveInfussion ResignedStanico ResignedSail Rights Commercialisation ResignedSalestalk 169 ActiveOceanwise Holdings ActiveRemgro Sport Investments ResignedAmber Moon Trading 9 ActiveEternity Private Cemeteries ActiveSail Capital Resigned

Ekdahl, Niclas Viaplay AB (part of Modern Times Group) ActiveJust a name AB ActiveMultiChoice Connected Video ActiveShowmax B.V. ActiveShowmax s.r.o Active

Foot, Brandon RLS Systems ResignedGreytogreen Supporting Services ResignedScorpion Civils ResignedBotnic Services ResignedEnergy Audit Strategy ResignedLara And Lionel Theatre Resigned

217

Name Directorships Status

Komkadyn ResignedDe Kaapsche Handelshuis ResignedD D S Developments ResignedGenfacto Eighteen ResignedCjny Property Initiative ResignedDebo Motor Rentals and Services ResignedFun and Fortune Investments ResignedSolnic Properties ActiveMakhaya Ntini Benefit ResignedSolomon Nicolson Rein and Verster ResignedSuperSport United Football Club ActiveFree State Cheetahs ResignedThe Sharks ResignedKZN Cricket ResignedWestern Province Professional Cricket ActiveCricket South Africa ResignedEasterns Titans Active

Heshu, Jabavu South African Chamber of Commerce ActiveBritish Chamber of Commerce ActiveBritish American Tobacco ActiveLimpopo Tobacco Producers Active

Lowther, Douglas Irdeto South Africa ActiveIrdeto Holdings B.V. ActiveIrdeto Africa B.V. ActiveIrdeto B.V. ActiveIrdeto Security B.V. ActiveIrdeto France SAS ActiveIrdeto UK Limited ActiveIrdeto Technology (Beijing) Co., Limited ActiveIrdeto Australia Proprietary Limited ActiveIrdeto Technology India Private Limited ActiveIrdeto Singapore PTE Ltd ActiveIrdeto Poland sp. z o.o. ActiveUniqIC B.V. ActiveDenuvo GmbH ActiveIrdeto B.V. Turkey Branch ActiveIrdeto B.V. Japan Branch ActiveInternational Datacasting Corporation Resigned

Masamba, Roy Rosamba Investments Active

Van Eeden, Gerdus House of Solutions ActiveIrdeto South Africa Active

Other than as outlined above, none of the Directors or Senior Management were partners in a partnership during the five years immediately prior to the Last Practicable Date.

A list of directorships and partnerships for Directors of Major Subsidiaries (not listed above) for the five years immediately prior to the Last Practicable Date will be made available at no cost upon written request to the Company.

CONTRACTS RELATING TO DIRECTORS

The material terms of the service agreements with the Executive Directors and members of the Senior Management team are set out below. Summaries of these service agreements are available for inspection as set out in “Part XVII – Additional Information” under Documents available for inspection”. These agreements are generally in accordance with the market standards and are terminable on notice. The non-executive Directors have no fixed term of appointment, save for rotation of Directors as required by the Company MOI.

218

The Company has entered into a consultancy agreement with Advocate Kgomotso Ditsebe Moroka on 8 June 2018 in terms of which she renders various advisory services on regulatory matters such engagement with regulators and implementation of regulations across the Group. The agreement is for a period of one year from 1 April 2018 to 31 March 2019 and Advocate Moroka will receive payment of R191 912 for services rendered thereunder.

Name Notice period Restraint

DirectorsPatel, Mohamed Imtiaz 12 months 12 monthsMawela, Calvo Phedi 6 months 12 monthsJacobs, Timothy Neil 6 month 6 months

Senior ManagementDe Villiers, Brand 6 months 6 monthsEkdahl, Niclas 6 months 12 monthsFoot, Brandon 6 months 6 monthsHeshu, Jabavu 3 months 12 monthsKrudrop, Max 3 months 12 monthsLowther, Douglas 12 months 12 monthsMasamba, Roy 6 months 6 monthsVan Eeden, Gerdus 1 month 12 months

No activities are performed by the Directors, Directors of the Major Subsidiaries and/or the members of Senior Management outside of the Group that are significant to the Group.

Each of the executive Directors’ and the Senior Management’s service agreements terminate on the normal date of retirement as defined by the applicable retirement fund, being 60 years of age.

Other than statutory compensation to which a Director may be entitled, the Directors are not entitled to receive any benefits (including but not limited to monetary compensation) from the Company or any other company in the Group for loss of office.

All other terms and conditions are governed by the applicable human resource policies and local governing employment law, including, but not limited to, in South Africa certain provisions of the South African Basic Conditions of Employment Act, 75 of 1997 (as amended).

The dates upon which the respective service agreements were entered into are:

Name Date of service agreement

DirectorsPatel, Mohamed Imtiaz 08/11/1999Mawela, Calvo Phedi 01/02/2007Jacobs, Timothy Neil 01/11/2018

Senior ManagementDe Villiers, Brand 12/12/2015Ekdahl, Niclas 10/09/2018Foot, Brandon 01/10/2007Heshu, Jabavu 01/10/2018Krudrop, Max 01/05/2018Lowther, Douglas 31/03/2015Masamba, Roy 01/12/2017Van Eeden, Gerdus 01/04/1995

219

Annexe 12

COMPANY SHARE PLANS

The Company Share Plans are administered through the respective trusts as set out below and are intended to motivate permanent employees of the Company, any direct or indirect holding company of the Company and the Company’s subsidiaries and affiliates, as contemplated in the respective trust deeds (the Company’s “Group” for purposes of this summary), as identified by the Board (“Employees”) to be efficient and productive and remain in the employ of the Company or relevant members of the Group (each an “Employer Company”) by providing those Employees with an opportunity to own Shares in the Company, thereby protecting and enhancing the business of the Group (and the respective Group companies) and the Group’s (and the respective Group Companies’) income.

The summary of the salient terms of the respective Company Share Plans in this Annexe 12 is not exhaustive of all the terms of the Company Share Plans, and Shareholders should review the relevant trust deed in respect of a Company Share Plan should they require further information in relation to the Company Share Plan.

Share Option Plan

The Share Option Plan will be administered through the Group share option plan trust (“Share Option Trust”) and is constituted in terms of the trust deed of the Share Option Trust (“Share Option Trust Deed”).

The trustees of the Share Option Trust have final authority and full power in respect of the administration of the Share Option Plan, subject to the provisions of the Share Option Trust Deed (including the ability of the trustees to delegate such authority to other persons as the trustees deem fit) and the JSE Listings Requirements. However, the Board has the final authority to determine certain identified matters in the Share Option Trust Deed, including who will participate in the Share Option Plan and the quantum of the Options (as defined below) to be issued to the Employees by the trustees. The Board has the ability to delegate such authority to other persons as the Board deems fit.

The Share Option Plan provides for the trustees to issue an option to acquire Shares (“Option”), at the discretion of the Board, to Employees of Employer Companies.

The Share Option Plan is intended to apply throughout the Group. The Company must ensure (and procure that the Group ensures, to the extent applicable) that the trustees are placed in sufficient funds from time to time in order to ensure that the Share Option Trust can timeously meet its obligations in terms of the Share Option Trust Deed. Exercised Options will be settled through a sale of Shares to Employees, which will be implemented by delivery of the Shares to the Employees and payment of the relevant amount for the acquisition of those Shares by the Employees. The Shares that are sold to an Employee pursuant to the exercise of an Option will be delivered to the Employee in four equal tranches, with the contract resulting from the exercise of the Option (involving the payment of the purchase price against delivery of the relevant portion of Shares) being implemented (i) in respect of the first tranche of Shares, after the second anniversary of the date on which the Option is issued, and (ii) in respect of the further tranches of Shares, after each subsequent anniversary of the date on which the Option is issued.

An Employee will have no rights to dividends or voting rights attaching to, arising from or in relation to Shares prior to the date on which Shares are required to be transferred or delivered to the Employee in terms of the Share Option Trust Deed, which rights will vest in the trustees prior to such time.

The maximum number of Shares that may be settled by the issue of Shares by the Company or the delivery of treasury Shares under the Share Option Plan may not exceed the maximum number of Shares authorised by the Shareholders of the Company to be available for fresh issue in connection with all share-based schemes of the Group, being 43 883 747 Shares, which maximum may not be amended except with the prior approval by ordinary resolution of the equity security holders of the Company1.

The maximum number of Shares at any time allocated to any one Employee in respect of all Options issued may not exceed 4 300 000 Shares, either alone or when aggregated with the number of Shares that such Employee is entitled to in terms of all share-based schemes of the Group.

Note:1 In order to approve such resolution, a 75% majority of the votes must be cast in favour of such resolution by all equity security holders

present or represented by proxy at the annual general meeting, excluding all the votes attaching to all equities securities owned or controlled by persons who are existing Beneficiaries of the Scheme.

220

In the event of termination of an Employee’s employment with an Employer Company all of that employee’s unexercised Options and all existing sales pursuant to the exercise of an Option that have not been implemented shall lapse, save in the event of:

• death, ill health, disability, retirement or any other event, matter, fact or circumstances approved in the sole discretion of the Board (a “Discretionary Event”), in which cases the Employee will be entitled to exercise all unexercised Options issued to him/her and implement all existing sales (pursuant to Options already exercised) and to take delivery and obtain the release of Shares sold to him/her under existing sales, in each case against payment in full of all amounts owing by the employee in respect of such Shares; or

• retirement or redundancy, in which cases the Employee will be entitled to exercise all unexercised Options issued to him/her and implement all existing sales (pursuant to Options already exercised) and to take delivery and obtain the release of Shares sold to him/her under existing sales, in each case only to the extent that the Employee would have been entitled to do so in terms of the Share Option Plan on the date of termination of his/her employment had his/her employment not ceased on such date, against payment in full of all amounts owing by the employee in respect of such Shares.

Unexercised Options that are not exercised or are not capable of being exercised in terms of the above provisions will be deemed to have lapsed and be cancelled and sales that are not implemented or are not capable of being implemented in terms of the above provisions will be deemed to have been cancelled.

Whenever a date on which Shares are required to be transferred or delivered to an Employee in terms of the Share Option Trust Deed or the date for the performance of any relevant action or election in terms of the Share Option Plan (“Key Date”) falls within a prohibited period2, or performance of the relevant action or election in terms of the Share Option Trust Deed is prohibited in terms of the JSE Listings Requirements, applicable law or regulation including those relating to price-sensitive or inside information (or comparable provisions) or any policy adopted by the Company (including those relating to dealings in securities by Directors) or is inadvisable or impractical, as determined in the discretion of the Board (“Relevant Event”), the relevant Key Date will be extended to a date 14 days immediately succeeding the expiration of the Relevant Event, or such increased period as determined by the trustees.

The Share Option Trust Deed regulates certain “corporate events”, including but not limited to where:

• Shares are divided into a greater number and/or Shares are consolidated into a lesser number;

• there is a pro rata cash or in specie distribution in respect of the Shares by way of a return of capital or a special dividend; or

• there is a pro rata issue or distribution of Shares to Shareholders by way of a bonus issue, rights issue or capitalisation of any account in satisfaction of any dividend, or by way of any other distribution in specie Shareholders are given in that capacity a pro rata right to acquire Shares.

In addition to the “corporate events” specifically listed in the Share Option Trust Deed, the Board may designate any other matter, fact, event or circumstance relating to Shares or the Company’s share capital or which affects or has the potential to affect the Options as a “corporate event”.

In relation to a corporate event in relation to the subdivision or consolidation of Shares contemplated above, the Board, having regard to such professional advice as it considers appropriate in the circumstances, must make such substitution of and/or adjustment to the Share Option Plan and the Options issued or to be issued. In relation to any other corporate event contemplated in the Share Option Trust Deed, the Board, having regard to such professional advice as it considers appropriate in the circumstances, may, in its discretion, make such substitution of and/or adjustment to the Share Option Plan and the Options issued or to be issued.

Such adjustments may include (but are not limited to):

• substitution of Options with other Options or share or value-based scheme in respect of Shares or other securities of the Company and/or securities of any other legal or corporate entity;

• adjusting any of the terms, rights and/or benefits attributable to any Option, including as to the number of Shares and/or relevant securities of the Company to which the Option relates, the number of Options, the date(s) on which Shares are required to be transferred or delivered, the purchase price payable in respect of Shares to which the Option relates, benefits payable pursuant to the exercise of an Option, the benefits attributable to the Option and/or manner of calculation thereof and/or an adjustment to the maximum limits contemplated in the Share Option Plan (set out above); and/or

Note:2 Any period during which dealing in Shares by an employee is prohibited, whether by virtue of the JSE Listings Requirements or any other

exchange on which the Shares may from time to time be listed, the internal rules of the company or applicable legislation and/or any period designated for the purposes of the scheme as a “prohibited period” by the Board.

221

• requiring and/or permitting Employees to dispose of or cancel all or any number of their Options on stipulated terms (including fair compensation).

In respect of a corporate event in relation to the subdivision and/or consolidation of Shares contemplated above, the adjustment should give an Employee entitlement to the same proportion of the equity capital of the Company as that to which the Employee was previously entitled, and shall include a corresponding adjustment to the purchase price payable in respect of Shares and the maximum limits set out in the Share Option Plan (set out above).

The issue of Shares as consideration for an acquisition, the issue of Shares for cash and the issue of Shares for a vendor consideration placing will not be regarded as a corporate event requiring adjustment in terms of the Share Option Trust Deed.

The Board will procure that the auditors of the Company, or other independent advisers acceptable to the JSE, confirm to the JSE in writing that any adjustments made (as contemplated above), are in accordance with the provisions of the Share Option Trust Deed; that such confirmation is provided to the JSE at the time that any such adjustment is finalised; and that any such adjustment is reported on in the Company’s annual financial statements in the year during which the adjustment is made.

Any amendment of the Share Option Trust Deed in relation to the matters outlined in paragraph 14.1 of Schedule 14 to the JSE Listings Requirements must be approved by Shareholders of the Company in accordance with the JSE Listings Requirements and the Share Option Trust Deed.

The Share Option Plan must be approved by a majority of 75% or more of the votes cast by all Shareholders present or represented by proxy, excluding any votes exercised in respect of any treasury Shares held by the Group and any Shares held by share schemes of the Group.

Restricted Share Plan

The Restricted Share Plan will be administered through the Group restricted share plan trust (“RSU Trust”) and is constituted in terms of the trust deed of the RSU Trust (“RSU Trust Deed”).

The trustees of the RSU Trust have final authority and full power in respect of the administration of the Restricted Share Plan, subject to the provisions of the RSU Trust Deed (including the ability of the trustees to delegate such authority to other persons as the trustees deem fit) and the JSE Listings Requirements. However, the Board has the final authority to determine certain identified matters in the RSU Trust Deed, including who will participate in the Restricted Share Plan, performance criteria, where applicable, for participation in the Restricted Share Plan and the quantum of the Awards (as defined below) to be made to the Employees by the Trustees. The Board has the ability to delegate such authority to other persons as the Board deems fit.

The Restricted Share Plan provides for the trustees to grant a conditional right to delivery of Shares (“Award”), at the discretion of the Board, to Employees of Employer Companies on behalf of such Employer Company.

The Restricted Share Plan is intended to apply throughout the Group. The Company must ensure (and procure that the Group ensures, to the extent applicable) that the trustees are placed in sufficient funds from time to time in order to ensure that the RSU Trust can timeously meet its obligations in terms of the RSU Trust Deed. Awards will vest in four equal annual tranches, with the first tranche vesting on the second anniversary of the date of grant of the Award and the further tranches vesting on each subsequent anniversary of the date of grant of the Award. Settlement of Awards will take place on each of the relevant vesting dates of the Awards.

Awards under the Restricted Share Plan will be settled, at the discretion of the Board, in whole or in part, through the issue or transfer of Shares to Employees or in cash (instead of Shares) or any combination thereof.

An Employee will have no rights to dividends or voting rights attaching to, arising from or in relation to Shares prior to the vesting date of the related Award (or any component thereof), which rights will vest in the trustees prior to such time.

The maximum number of Shares that may be settled by the issue of Shares by the Company or the delivery of treasury Shares under the Restricted Share Plan may not exceed the maximum number of Shares authorised by the Shareholders of the Company to be available for fresh issue in connection with all share-based schemes of the Group, being 43 883 747 Shares, which maximum may not be amended except with the prior approval by ordinary resolution of the equity security holders of the Company3.

The maximum number of Shares at any time allocated to any one Employee in respect of all unvested Awards granted to the Employee may not exceed 4 300 000 Shares, either alone or when aggregated with the number of Shares that such Employee is entitled to in terms of all share-based schemes of the Group.

Note:3 In order to approve such resolution, a 75% majority of the votes must be cast in favour of such resolution by all equity security holders

present or represented by proxy at the annual general meeting.

222

In the event of termination of an Employee’s employment with an Employer Company, all of that Employee’s unvested Awards will lapse, save in the event of:

• death, ill health, disability, or any other event, matter, fact or circumstances approved in the sole discretion of the Board (a “Discretionary Event”), in which cases all unvested Awards will be accelerated and vest on the date of termination of employment (subject to the Board’s discretion to vest only a portion of unvested Awards in the case of a Discretionary Event); and

• retirement, termination of Employment as a result of a business disposition by the Company (or an Employer Company) or the Employee ceasing to qualify for participation in the Restricted Share Plan due to “jurisdictional issues”4, in which cases the vesting of such Employee’s Award will be accelerated on a pro rata basis5; or

• retrenchment or redundancy, in which cases the vesting of the Employee’s Award will be accelerated on a pro rata basis6, unless the trustees decide otherwise.

Whenever a date on which Shares are required to be transferred or delivered to an Employee in terms of the RSU Trust Deed or the date for the performance of any relevant action or election in terms of the RSU Share Plan (“Key Date”) falls within a prohibited period7, or performance of the relevant action or election in terms of the RSU Trust Deed is prohibited in terms of the JSE Listings Requirements, applicable law or regulation including those relating to price-sensitive or inside information (or comparable provisions) or any policy adopted by the Company (including those relating to dealings in securities by Directors) or is inadvisable or impractical, as determined in the discretion of the Board (“Relevant Event”), the relevant Key Date will be extended to a date 14 days immediately succeeding the expiration of the Relevant Event, or such increased period as determined by the trustees.

The RSU Trust Deed regulates certain “corporate events”, including but not limited to where:

• Shares are divided into a greater number and/or Shares are consolidated into a lesser number;

• there is a pro rata distribution of cash or assets in respect of the Shares by way of a return of capital or a special dividend; or

• there is a pro rata issue or distribution of Shares to Shareholders by way of a bonus issue, rights issue or capitalisation of any account in satisfaction of any dividend, or by way of any other distribution of assets Shareholders are given in that capacity a pro rata right to acquire Shares.

In addition to the “corporate events” specifically listed in the RSU Trust Deed, the Board may designate any other matter, fact, event or circumstance relating to Shares or the Company’s share capital or which affects or has the potential to affect the Awards as a “corporate event”.

In relation to a corporate event in relation to the subdivision or consolidation of Shares contemplated above, the Board, having regard to such professional advice as it considers appropriate in the circumstances, must make such substitution of and/or adjustment to the Restricted Share Plan and the Awards granted or to be granted. In relation to any other corporate event contemplated in the RSU Trust Deed, the Board, having regard to such professional advice as it considers appropriate in the circumstances, may, in its discretion, make such substitution of and/or adjustment to the Restricted Share Plan and the Awards granted or to be granted.

Such adjustments may include (but are not limited to):

• substitution of Awards with other Awards or share or value-based scheme in respect of Shares or other securities of the Company and/or securities of any other legal or corporate entity;

• adjusting any of the terms, rights and/or benefits attributable to any Award, including as to the number of Shares and/or relevant securities of the Company to which the Award relates, the number of Awards, the date(s) of vesting, benefits payable on vesting of an Award, the benefits attributable to the Award and/or manner of calculation thereof and/or an adjustment to the maximum limits contemplated in the Restricted Share Plan (set out above); and/or

• requiring and/or permitting Employees to dispose of or cancel all or any number of their Awards on stipulated terms (including fair compensation).

In respect of a corporate event in relation to the subdivision and/or consolidation of Shares contemplated above, the adjustment should give an Employee entitlement to the same proportion of the equity capital of the Company as that to which the Employee was previously entitled, and shall include a corresponding adjustment to the maximum limits set out in the Restricted Share Plan (set out above).

Notes:4 “Jurisdictional issues” are defined in the trust deed as “tax, legal or other complications or impediments created or existing for the

Company and/or an Employer Company or for the administration and/or implementation of the Scheme in a country or jurisdiction in which a Beneficiary resides or is employed, the consequences of which are set out in paragraph 43 [of the trust deed].”

5 The accelerated portion to be vested will only be in respect of that portion of the Employee’s Awards which would have vested on the following vesting tranche, not in relation to all outstanding tranches.

6 The accelerated portion to be vested will only be in respect of that portion of the Employee’s Awards which would have vested on the following vesting tranche, not in relation to all outstanding tranches.

7 Any period during which dealing in Shares by an employee is prohibited, whether by virtue of the JSE Listings Requirements or any other exchange on which the Shares may from time to time be listed, the internal rules of the company or applicable legislation and/or any period designated for the purposes of the scheme as a “prohibited period” by the Board.

223

The issue of Shares as consideration for an acquisition, the issue of Shares for cash and the issue of Shares for a vendor consideration placing will not be regarded as a corporate event requiring adjustment in terms of the RSU Trust Deed.

The Board will procure that the auditors of the Company, or other independent advisers acceptable to the JSE, confirm to the JSE in writing that any adjustments made (as contemplated above), are in accordance with the provisions of the RSU Trust Deed; that such confirmation is provided to the JSE at the time that any such adjustment is finalised; and that any such adjustment is reported on in the Company’s annual financial statements in the year during which the adjustment is made.

Any amendment of the RSU Trust Deed in relation to the matters outlined in paragraph 14.1 of Schedule 14 to the JSE Listings Requirements must be approved by Shareholders of the Company in accordance with the JSE Listings Requirements and the Trust Deed.

The Restricted Share Plan must be approved by a majority of 75% or more of the votes cast by all Shareholders present or represented by proxy, excluding any votes exercised in respect of any treasury Shares held by the Group and any Shares held by share schemes of the Group.

224

Annexe 13

THE MAJOR SUBSIDIARIES AND THEIR DIRECTORS

NameRegistration number

Percentage ownership

Date and place of incorporation

Issued ordinary share capital

Main Business

Date of becoming subsidiary

MultiChoice Africa Holdings BV

34272155 100% held by Myriad International Holdings BV

19/04/2007Netherlands

66 853 ordinary shares of 1 EUR each

Support services to the African operations, including managerial, accounting and governance assistance

19/04/2007

MultiChoice Africa Limited1

43308-C1/GBL 100% held by MultiChoice Africa Holdings BV

26/09/2002Mauritius

11 ordinary shares of 1 USD each

Support services to the African operations, including managerial, accounting and governance assistance.

26/09/2002

MultiChoice Proprietary Limited

1994/009083/07 100% held by MultiChoice South Africa Proprietary Limited

09/11/1994South Africa

201 000 000 ordinary shares of R0.000001 each

Pay-television services

03/10/1995

MultiChoice South Africa Proprietary Limited

2007/029660/07 100% held by MultiChoice South Africa Holdings Proprietary Limited

15/10/2007South Africa

337 500 000 ordinary shares of R0.0001 each

Video- entertainment and internet subscriber platforms

01/02/2008

MultiChoice Support Services Proprietary Limited

2007/014131/07 100% held by MultiChoice South Africa Proprietary Limited

15/05/2007South Africa

1 000 ordinary shares of R1 each and 350 000 redeemable preference shares of R1 each

Broadcast technology services and subscriber management support services and subscription video-on-demand services

29/06/2007

SuperSport International Holdings Proprietary Limited

1997/004203/07 100% held by MultiChoice South Africa Holdings Proprietary Limited

24/03/1997South Africa

268 763 276 ordinary shares of R0.01 each

Investment holding company

21/11/1997

None of the securities of the Company’s subsidiaries is listed on the exchange operated by the JSE.1. MAL was deregistered in Mauritius pursuant to an intragroup transaction in the ordinary course between itself and MAH BV in terms

of which MAH BV acquired the assets, liabilities and operations of MAL. This deregistration was finalised by November 2018 by which date MAH BV owned all assets, liabilities and operations previously owned and operated by MAL.

225

DIRECTORS OF MAJOR SUBSIDIARIES

The details of the Directors of the Major Subsidiaries are set out below:

Name, age and nationality Business addressOccupation/function

Date of appointment as Director

MultiChoice Africa Holdings B.V

De Vries, Tom (41), Dutch MultiChoice City144 Bram Fischer DriveRandburg

Director 21/11/2018

Du Plessis, Byron Wayne (33), South African

144 Bram Fischer DriveRandburgMultiChoice City

Director 21/12/2018

Koning, Maarten (39), Dutch MultiChoice City144 Bram Fischer DriveRandburg

Director 21/12/2018

MultiChoice Proprietary Limited

Gabriels, Rochelle Joy (38), South African

MultiChoice City144 Bram Fischer DriveRandburg

Director 01/11/2018

Letele, Francis Lehlohonolo Napo (69), South African

MultiChoice City144 Bram Fischer DriveRandburg

Director 01/09/1999

Mawela, Calvo Phedi (42), South African

MultiChoice City144 Bram Fischer DriveRandburg

Director 10/11/2016

Van der Struys, Ceciele Diane (56), South African

MultiChoice City144 Bram Fischer DriveRandburg

Company secretary

19/03/2013

MultiChoice South Africa Proprietary Limited

Mawela, Calvo Phedi (42), South African

MultiChoice City144 Bram Fischer DriveRandburg

Director 01/11/2018

Pacak, Stephan Joseph Zbigniew (63), South African

MultiChoice City144 Bram Fischer DriveRandburg

Director 01/04/2009

Letele, Francis Lehlohonolo Napo (69), South African

MultiChoice City144 Bram Fischer DriveRandburg

Director 01/02/2008

Hlongwane, Salukazi Dakile (68), South African

MultiChoice City144 Bram Fischer DriveRandburg

Director 11/04/2008

Sibiya, Khulu Bransby (70), South African

Multichoice City144 Bram Fischer DriveRandburg

Director 11/04/2008

Eriksson, Donald Gordon (73),South African

MultiChoice City144 Bram Fischer DriveRandburg

Director 11/04/2008

Moroka, Kgomotso Ditsebe (63), South African

MultiChoice City144 Bram Fischer DriveRandburg

Director 11/04/2008

226

Name, age and nationality Business addressOccupation/function

Date of appointment as Director

Matloa, Octavia Matshidiso (42),South African

MultiChoice City144 Bram Fischer DriveRandburg

Director 06/08/2018

Stephens, Louisa (42), South African

MultiChoice City144 Bram Fischer DriveRandburg

Director 06/08/2018

Volkwyn, John James (60), South African

MultiChoice City144 Bram Fischer DriveRandburg

Director 01/02/2018

Jacobs, Timothy Neil (49), South African

MultiChoice City144 Bram Fischer DriveRandburg

Director 01/11/2018

Masilela, Elias (54), South African

MultiChoice City144 Bram Fischer DriveRandburg

Director 01/06/2018

MultiChoice Support Services Proprietary Limited

Letele, Francis Lehlohonolo Napo (69), South African

MultiChoice City144 Bram Fischer DriveRandburg

Director 20/02/2013

Mawela, Calvo Phedi (42), South African

MultiChoice City144 Bram Fischer DriveRandburg

Director 10/11/2016

Van der Struys, Ceciele Diane (56), South African

MultiChoice City144 Bram Fischer DriveRandburg

Company secretary

19/03/2018

Gabriels, Rochelle Joy (38), South African

MultiChoice City144 Bram Fischer DriveRandburg

11/01/2018

SuperSport International Holdings Proprietary Limited

Letele, Francis Lehlohonolo Napo (69), South African

MultiChoice City144 Bram Fischer DriveRandburg

Director 24/07/2008

Gabriels, Rochelle Joy (38), South African

MultiChoice City144 Bram Fischer DriveRandburg

Director 01/11/2018

Mawela, Calvo Phedi (42), South African

MultiChoice City144 Bram Fischer DriveRandburg

Director 10/11/2016

Khobane, Itumeleng Gideon (41), South African

MultiChoice City144 Bram Fischer DriveRandburg

Director 22/03/2017

Van der Struys, Ceciele Diane (56), South African

MultiChoice City144 Bram Fischer DriveRandburg

Company secretary

19/03/2018

227

Annexe 14

PRINCIPAL IMMOVABLE PROPERTIES HELD OR OCCUPIED

Details of the principal immovable properties held, occupied or leased by the Company and its Major Subsidiaries are set out below. None of the Directors has any material interest in any of the immovable properties held, occupied or leased by the Company and its Major Subsidiaries.

Notwithstanding the principal properties owned and leased set out below, the Group operates in a number of other jurisdictions in which it also owns or leases immovable property. For further information on the value of these properties, refer to Annexe 1 to this Pre-listing Statement.

Principal properties owned – South Africa

Owner Description Extent Title deed no.

MSS Erf 863 Kosmosdal Extension 11 Township, Registration Division IQ, Province of Gauteng

1.2756 H T40606/2013

MSS Erf 864 Kosmosdal Extension 11 Township, Registration Division IQ, Province of Gauteng

8 658 sqm T60466/2013

MSS Erf 1101 Ferndale Township, Registration IQ, Province of Gauteng

4 015 sqm T45054/2013

MSS Portion 1 of Erf 1195 Ferndale Township, Registration IQ, Province of Gauteng

1 861 sqm T45054/2013

MSS Remaining Extent of Erf 1195 Ferndale Township, Registration IQ, Province of Gauteng

2 145 sqm T45054/2013

MSS Erf 1197 Ferndale Township, Registration IQ, Province of Gauteng

4 015 sqm T45054/2013

MSS Erf 1199 Ferndale Township, Registration IQ, Province of Gauteng

4 015 sqm T45054/2013

MSS Portion 1 of Erf 893 Strijdompark Ext 25 Township, Registration IQ, Province of Gauteng

9 643 sqm T45054/2013

MSS Erf 1102 Ferndale Township, Registration IQ, Province of Gauteng

4 015 sqm T41877/2013

Electronic Media Network Limited

Erf 1181 Ferndale Township, Registration IQ, Province of Gauteng

4 015 sqm T108922/1997

Electronic Media Network Limited

Erf 1200 Ferndale Township, Registration IQ, Province of Gauteng

4 015 sqm T10715/1989

Electronic Media Network Limited

Erf 1201 Ferndale Township, Registration IQ, Province of Gauteng

4 015 sqm T2535/1994

Electronic Media Network Limited

Erf 1202 Ferndale Township, Registration IQ, Province of Gauteng

4 015 sqm T87185/1989

Electronic Media Network Limited

Erf 1203 Ferndale Township, Registration IQ, Province of Gauteng

4 015 sqm T2535/1994

Electronic Media Network Limited

Erf 1205 Ferndale Township, Registration IQ, Province of Gauteng

4 015 sqm T2535/1994

Electronic Media Network Limited

Erf 1207 Ferndale Township, Registration IQ, Province of Gauteng

4 015 sqm T2535/1994

228

Owner Description Extent Title deed no.

Electronic Media Network Limited

Erf 1208 Ferndale Township, Registration IQ, Province of Gauteng

4 015 sqm T30373/1989

Electronic Media Network Limited

Erf 1209 Ferndale Township, Registration IQ, Province of Gauteng

4 015 sqm T156478/2002

Electronic Media Network Limited

Portion 3 of Erf 1690 Ferndale Township, Registration IQ, Province of Gauteng

1 682 sqm T9581/1989

Main Street 361 Proprietary Limited

Erf 1210 Ferndale Township, Registration IQ, Province of Gauteng

4 015 sqm T38573/2008

Main Street 361 Proprietary Limited

Erf 1211 Ferndale Township, Registration IQ, Province of Gauteng

4 015 sqm T38573/2008

Main Street 361 Proprietary Limited

Erf 1212 Ferndale Township, Registration IQ, Province of Gauteng

4 015 sqm T135035/2007

Main Street 361 Proprietary Limited

Erf 1213 Ferndale Township, Registration IQ, Province of Gauteng

4 015 sqm T151695/2007

Stand 1194/1196 Ferndale Proprietary Limited

Erf 1194 Ferndale Township, Registration IQ, Province of Gauteng

4 015 sqm T26173/1996

Stand 1194/1196 Ferndale Proprietary Limited

Erf 1196 Ferndale Township, Registration IQ, Province of Gauteng

4 015 sqm T26173/1996

MultiChoice Africa Proprietary Limited

Erf 1198 Ferndale Township, Registration IQ, Province of Gauteng

4 015 sqm T70500/1997

NMS Properties Proprietary Limited

Erf 1214 Ferndale Township, Registration IQ, Province of Gauteng

4 015 Sqm T24106/2013

NMS Properties Proprietary Limited

Erf 1215 Ferndale Township, Registration IQ, Province of Gauteng

4 015 Sqm T24106/2013

NMS Properties Proprietary Limited

Erf 1216 Ferndale Township, Registration IQ, Province of Gauteng

4 015 Sqm T24106/2013

NMS Properties Proprietary Limited

Erf 1217 Ferndale Township, Registration IQ, Province of Gauteng

4 015 Sqm T24106/2013

MultiChoice Africa Proprietary Limited

Portion 1 of Erf 1690 Ferndale Township, Registration IQ, Province of Gauteng

1 500 sqm T46091/1995

MultiChoice Africa Proprietary Limited

Remaining Extent of Erf 1690 Ferndale Township, Registration IQ, Province of Gauteng

4 848 sqm T18449/1996

229

Principal properties leased – South Africa

Owner Description Extent Entity RentalUnexpired term of lease

Aquasky Properties Proprietary Limited

275 Anton Lembede Street, Durban CBD including 47 parking bays 1 700 sqm MSS

R341 177.99 including parking excl VAT

1 year 3.5 months

FPG Holdings Proprietary Limited

Erf 39236 Parow: Willie Faasen St, N1 City, Cape Town, 7460 3 000 sqm MSS

R416 481.77 iro the leased premises, R5666.98 iro the storage area and R80 359.99 iro the parking bays excl VAT 3.5 months

Orpen Brothers Properties 1 Proprietary Limited

Hoogland Ext 42, Aintree Lane, Northriding, Randburg situated on Erf 256 Hoogland Ext 42 9 767 sqm MSS R592 298

1 year 3.5 months

Stonemill Office Park Proprietary Limited

Office G1, G2 and F2 Ground Floor, Greenstone House including 96 basement parking bays and 76 open parking bays 2 989 MSS

R348 840.00 iro the leased premises, R50 388.48 iro the basement parking bays and R22161.60 iro the open parking bays excl VAT

2 years 2.5 months

Roprops 5 Proprietary Limited

Office 1 on the Ground Floor and storeroom on the lower ground floor and 100 parking bays situated at the Glass House, 309 Umhlanga Rocks Drive, La Lucia Ridge 1 658 sqm MSS R375 205

1 year 4.5 months

Principal properties leased – United Arab Emirates

Owner Description Extent Entity RentalUnexpired term of lease

Al Sayyah & Sons Investment LLC

Office No. 1805-1809, 18th Floor, Shatha Tower, Dubai (comprises two separate leases for offices 1805-1808 and 1809 respectively – with the same counterparty and expiry) 1 074 sqm

MultiChoice Africa Ltd AED 91 003

Two years, five months

230

Annexe 15

MATERIAL BORROWINGS AND MATERIAL INTER-COMPANY BALANCES

Bor

row

ing

s m

ate

ria

l to

th

e G

rou

p

Len

der

Fa

cili

tyF

aci

lity

A

mou

nt

Cu

rren

cy

of l

oan

Uti

lise

dS

ecu

red

/U

nse

cure

dT

erm

sIn

tere

st

rate

Sec

uri

ty

pro

vid

ed

Con

ver

-si

on o

r re

dem

p-

tion

ri

gh

ts

Det

ail

s of

re

pa

y-

men

ts

wit

hin

th

e n

ext

12

 mon

ths

Inte

r-C

omp

an

y

Ba

lan

ces

Gu

ara

nto

rs

AB

SA

Gen

eral

ba

nk

ing

fa

cili

ty

R1

bnR

Nil

Sec

ure

d

Ove

rnig

ht

borr

owin

g

faci

lity

Rat

e d

eriv

ed

from

p

ubl

ish

ed

JIB

AR

an

d/o

r R

epo

rate

s

Up

stre

am

gu

aran

tees

N/A

N/A

N/A

Mu

ltiC

hoi

ceM

-Net

Su

per

Sp

ort

Ned

ban

kG

ener

al

ban

kin

g

faci

lity

R2

bn

RN

ilS

ecu

red

Ove

rnig

ht

borr

owin

g

faci

lity

Rat

e d

eriv

ed

from

p

ubl

ish

ed

JIB

AR

an

d/o

r R

epo

rate

s

Up

stre

am

gu

aran

tees

N/A

N/A

N/A

Mu

ltiC

hoi

ceM

-Net

Su

per

Sp

ort

Fir

st R

and

B

ank

Gen

eral

ba

nk

ing

fa

cili

ty

R1

bnR

Nil

Sec

ure

dO

vern

igh

t bo

rrow

ing

fa

cili

ty

Rat

e d

eriv

ed

from

p

ubl

ish

ed

JIB

AR

an

d/o

r R

epo

rate

s

Up

stre

am

gu

aran

tees

N/A

N/A

N/A

Mu

ltiC

hoi

ceM

-Net

Su

per

Sp

ort

231

The Group has foreign exchange facilities in place with various banks to hedge committed and highly probable future foreign currency exposures. These facilities are not classified as borrowing facilities as they can only be utilised for risk management and not borrowing purposes. For further information on the impact of foreign exchange on the Business and the management of foreign currency exposure, please see the Combined Historical Financial Information (Annexe 1 to this Pre-listing Statement) and the MD&A (Part XI – Management’s Discussion and Analysis of Financial Condition and Results of Operations) sections of this Pre-Listing Statement.

Material inter-company balances

Lending Entity

Borrowing Entity

Loan amountin ZAR

Currencyof loan

Secured/Unsecured

Details of terms and conditions of repayment or renewal Interest rate

SuperSport International Holdings Limited

SuperSport International Proprietary Limited

744 131 962 ZAR Unsecured No fixed terms of repayment

Interest free

MultiChoice Africa Limited GOtv

GOtv Kenya Limited

1 571 435 315 USD Unsecured No fixed terms of repayment

Interest free

MultiChoice Africa Limited

MultiChoice Nigeria Limited

16 966 358 809 USD Unsecured No fixed terms of repayment

Interest free

232

Annexe 16

EXTRACTS FROM THE COMPANY MOI AND THE MEMORANDA OF INCORPORATION OF THE MAJOR SUBSIDIARIES

Set out below are extracts from the Memorandum of Incorporation of the Company. For a full appreciation of the provisions of the Company MOI, Shareholders are referred to the full text of the Company MOI which is available for inspection, as set out in “Part XVII – Additional Information” under “Documents available for inspection”.

3 POWERS OF THE COMPANY

3.1 The Company has all of the legal powers and capacity contemplated in the Act, and no provision contained in this Memorandum of Incorporation should be interpreted or construed as negating, limiting or restricting those powers in any way whatsoever.

3.2 The legal powers and capacity of the Company are not subject to any restrictions, limitations or qualifications, as contemplated in section 19(1)(b)(ii).

5. ISSUE OF SHARES AND VARIATION OF RIGHTS

5.1 The Company is authorised to issue 1 000 000 000 ordinary shares of no par value, each of which rank pari passu in all respects. [10.5(a)]

5.2 Each ordinary share shall entitle the holder thereof to the right to:

5.2.1 be entered into the Securities Register as the registered holder of that ordinary share;

5.2.2 exercise voting rights on all matters submitted for a decision to shareholders of the Company;

5.2.3 attend, participate in, and speak at any meeting of the holders of ordinary shares in the Company, in person or by proxy; [10.5(b)]

5.2.4 exercise 1 (one) vote per ordinary share held; [10.5(b)]

5.2.5 participate proportionally in any distributions made by the Company in respect of ordinary shares in the Company; and

5.2.6 on the liquidation of the Company only, as contemplated in the Act and the Insolvency Act No. 24 of 1936, as amended, receive proportionally any surplus funds available for distribution amongst the shareholders.

5.3 The Board shall have the power (subject to approval in accordance with 38.1.2, where applicable, and any other limitations contained in this Memorandum of Incorporation), to –

5.3.1 increase or decrease the number of authorised shares of any class of the Company’s shares; or

5.3.2 consolidate and reduce the number of the Company’s issued and authorised shares of any class;

5.3.3 subdivide its shares of any class by increasing the number of its issued and authorised shares of that clause, without an increase of its capital;

5.3.4 reclassify any classified shares that have been authorised but not issued;

5.3.5 classify any unclassified shares that have been authorised but not issued; and

5.3.6 determine the preferences, rights, limitations or other terms of any shares.

5.4 Subject to the provisions of the Act and this Memorandum of Incorporation, authorised but unissued equity Securities in the share capital of the Company shall be offered for subscription to existing shareholders of the Company in proportion to their existing shareholding, except where such Securities are issued –

5.4.1 in consideration for the acquisition of assets, for cash, as contemplated in, and in accordance with, the provisions of the Listings Requirements; [10.1]

233

5.4.2 pursuant to an approved share based incentive scheme for executive Directors or employees of the Group, in accordance with the provisions of the Listings Requirements. For the purposes hereof, “Group” means the Company and its subsidiaries and associated companies, as defined in the share based incentive scheme concerned;

5.4.3 in terms of options or conversion rights, provided that such options or conversion rights have been previously approved, to the extent necessary;

5.4.4 in terms of a rights offer to be undertaken by the Company;

5.4.5 as capitalisation shares contemplated in section 47;

5.4.6 pursuant to a scrip dividend, as contemplated by the Listings Requirements (whether including a reinvestment option or not);

5.4.7 for cash pursuant to a general or specific approval given by the shareholders in general meeting;

5.4.8 pursuant to a share issue which otherwise falls within a category in respect of which it is not, in terms of the Listings Requirements, a requirement for the relevant shares to be so offered to existing shareholders; or

5.4.9 in accordance with an authority approved by ordinary shareholders in a general meeting

provided that shareholder approval shall not be required in terms of 5.4 for such unless it is required in terms of the Listings Requirements or the Act.

5.5 The Company may apply to the Companies and Intellectual Property Commission to exclude from any rights offer any Foreign Shareholder or any other category of holders of the Company’s Securities who are not resident within South Africa.

5.6 Notwithstanding 5.5, any pro rata offer of any Securities to any person shall be subject to the possible exclusion of any persons who are prohibited by any law of any country to whose jurisdiction they are subject, from participation in that offer.

5.7 Notwithstanding the provisions of 5.4, the shareholders may at a general meeting authorise the Directors to issue Securities of the Company at any time and/or grant options to subscribe for Securities as the Directors in their discretion think fit, provided that such transaction(s) has/have been approved by the JSE and comply with the Listings Requirements and the Act and that shareholder approval will not be required for such issue unless it is required in terms of the Listings Requirements or the Act. [10.1]

5.8 After the expiration of the time within which an offer may be accepted, or on the receipt of an intimation from the person to whom the offer is made that he declines to accept the Securities offered, the Directors may, subject to the aforegoing provisions, issue such equity Security in such manner as they consider most beneficial to the Company. The Directors may exclude any shareholder or category of shareholder from an offer contemplated in 5.4 if and to the extent that they consider it necessary or expedient to do so because of the Foreign Ownership Restriction, other legal impediments or compliance with the laws or the requirements of any regulatory body of any territory that may be applicable to the offer.

5.9 The Board may resolve to issue shares of the Company at any time, but –

5.9.1 only within the classes, and to the extent that those shares have been authorised by, or in terms of, this Memorandum of Incorporation; and

5.9.2 only to the extent that such issue has been approved by the Shareholders in a general meeting, either by way of a general authority (which may be either conditional or unconditional) to issue shares in its discretion, or a specific authority in respect of any particular issue of shares, provided that, if such approval is in the form of a general authority to the Directors, it shall be valid only until the next annual general meeting of the Company and it may be varied or revoked by any general meeting of the shareholders, prior to such annual general meeting.

5.10 Should there be any issued preference shares in the share capital of the Company, the issue of further Securities ranking in priority to, or pari passu with those preference shares, shall be deemed to be a variation of the rights attached to those preference shares, which will adversely affect those rights and no further Securities of any class ranking in priority to, or pari passu with, existing preference shares, of any class, shall be created without a special resolution passed at a separate general meeting of such preference shareholders. [10.5(f)]

234

5.11 The holders of Securities, other than ordinary shares and any special shares created for the purposes of black economic empowerment Broad-Based Black Economic Empowerment Act No. 53 of 2003 and the Codes of Good Practice on Black Economic Empowerment, shall not be entitled to vote on any resolution taken by the Company, save for as permitted by paragraph 10.5(h) of the Listings Requirements. In instances that such shareholders are permitted to vote at general/annual general meetings, their votes may not carry any special rights or privileges and they shall be entitled to one vote for each share that they hold, provided that their total voting right at such a general/annual general meeting may not exceed 24.99% of the total voting rights of all shareholders at such meeting. [10.5 (c)]

5.12 Subject to any preferences, rights or limitations under which any Securities are held, the preferences, rights or limitations attached to all or any Securities of any class may be amended, varied, cancelled or expanded by a special resolution of shareholders at a general meeting. Without limiting the generality of the foregoing, the rights attaching to shares (unless the terms attaching to the shares specifically provide otherwise) shall be deemed to be amended by the creation or issue of any other shares ranking pari passu or in priority to any shares already issued by the Company. No amendment, variation, cancellation or expansion of any preferences, rights, limitations and other terms attaching to any other class of shares already in issue shall be effected without –

5.12.1 a special resolution, taken by the holders of shares in that class, at a separate meeting. In such instances, the holders of such shares will be allowed to vote at the meeting of ordinary shareholders. No resolution of shareholders of the Company shall be proposed or passed, unless a special resolution of the holders of the shares of that class, approved the amendment; or [10.5(e)]

5.12.2 the approval thereof by a special resolution passed at a separate general meeting of the holders of the shares in question in the same manner, mutatis mutandis, as a special resolution of the shareholders of the Company, and the provisions of the Act and this Memorandum of Incorporation relating to general meetings shall apply to such separate general meeting, except that a quorum at any such general meeting shall be 3 (three) persons present in person or by proxy, holding at least 25% (twenty five per cent) of the issued shares of the class in question, provided that if a quorum is not so present, the provisions of section 64(4) shall apply, the meeting shall be adjourned to the 5th (fifth) business day thereafter, and the shareholders present or represented at the meeting to which the adjournment takes place, shall constitute a quorum.

5.13 No shares of the Company may be authorised in respect of which the preferences, rights, limitations or any other terms may be varied and no resolution may be proposed to the Company’s shareholders for such variation in response to any objectively ascertainable external fact or facts as provided for in sections 37(6) and 37(7) of the Act. [10.5(g)]

5.14 The Company may pay to any person a commission for subscribing or agreeing to subscribe (whether absolutely or conditionally) for any Securities issued or to be issued by the Company, provided that, for so long as any Securities of the Company are listed on the JSE, any such commission shall not exceed 10% (ten percent) of the consideration payable for such subscription. [10.14]

5.15 At all times whilst the Company’s shares are listed on the JSE, the Company shall not issue any shares in terms of sections 40(5) to 40(7). [10.2(a)]

13 FINANCIAL ASSISTANCE

The Board may authorise the Company to provide financial assistance by way of loan, guarantee, the provision of security, or otherwise to any person for the purpose of, or in connection with, the subscription of any option, or any Securities, issued or to be issued by the Company or a related or inter-related company, or for the purchase of such Securities of the Company, as set out in section 44, and the authority of the Board in this regard, is not limited or restricted by this Memorandum of Incorporation.

17 DISTRIBUTIONS

17.1 Subject to the provisions of the Act, and this Memorandum of Incorporation, and particularly section 46, the Company may make a proposed distribution if such distribution – [10.17(a)]

17.1.1 is pursuant to an existing legal obligation of the Company or a court order; or

17.1.2 is authorised by resolution of the Board, in compliance with the Listings Requirements.

235

17.2 No distribution shall bear interest against the Company, except as otherwise provided under the conditions of issue of the shares in respect of which such distribution is payable.

17.3 Distributions may be declared either free of or subject to the deduction of income tax and any other tax or duty in respect of which the Company may be chargeable.

17.4 The Board may from time to time declare and pay to the shareholders such interim distributions as the Board considers to be appropriate.

17.5 No larger distribution shall be declared by the Company in general meeting than is recommended by the Board, but the Company in general meeting may declare a smaller distribution.

17.6 All unclaimed distributions shall be held in trust by the Company for a period of not less than 3 (three) years from the date on which they were declared, whereafter such unclaimed distributions may be declared forfeited by the Board for the benefit of the Company. The Board may at any time annul such forfeiture upon such conditions (if any) as it thinks fit. All unclaimed monies, other than distributions, that are due to any shareholder/s shall be held by the Company in trust for an indefinite period until lawfully claimed by such shareholder/s but subject to the laws of prescription. [10.17(c)]

17.7 Any distribution, interest or other sum payable in cash to the holder of a share may be paid by EFT or other electronic means or by cheque sent in a manner permitted by the Act and addressed to –

17.7.1 the holder at his registered address; or

17.7.2 in the case of joint holders, the holder whose name appears first in the Securities Register in respect of the share, at his registered address; or

17.7.3 such person and at such address as the holder or joint holders may in writing direct.

17.8 Every such cheque, EFT or payment by other electronic means shall –

17.8.1 be made payable to the order of the person to whom it is addressed; and

17.8.2 be sent or made at the risk of the holder or joint holders.

17.9 The Company shall not be responsible for the loss in transmission of any cheque, EFT or payment by other electronic means or of any document (whether similar to a cheque or not) sent by post as aforesaid.

17.10 A holder or any one of two or more joint holders, or his or their agent duly appointed in writing, may give valid receipts for any distributions or other moneys paid in respect of a share held by such holder or joint holders.

17.11 Payment by any means into the bank account recorded in the Company’s bank account register nominated by the shareholder, or in the case of joint shareholders into the bank account nominated by the shareholder whose name stands first in the Securities Register in respect of the share, shall discharge the Company of any further liability in respect of the amount concerned.

17.12 A distribution may also be paid in any other way determined by the Directors, and if the directives of the Directors in that regard are complied with, the Company shall not be liable for any loss or damage which a shareholder may suffer as a result thereof.

17.13 Without detracting from the ability of the Company to issue capitalisation shares, any distribution may be paid wholly or in part –

17.13.1 by the distribution of specific assets; or

17.13.2 by the issue of Securities or of shares, debentures or securities of any other company; or

17.13.3 in cash; or

17.13.4 in any other way which the Board or the Company in general meeting may at the time of declaring the distribution determine, including granting to the Company’s ordinary shareholders a right of election between receiving any distribution in cash or in the form of the distribution of specific assets or the provisions of a reinvestment alternative. [10.7]

17.14 Where any difficulty arises in regard to such distribution, the Board may settle that difficulty as it thinks expedient, and in particular may fix the value which shall be placed on such specific assets on distribution.

236

17.15 The Board may –

17.15.1 determine that cash payments shall be made to any shareholder on the basis of the value so fixed in order to secure equality of distribution; and

17.15.2 vest any such assets in trustees upon such trusts for the benefit of the persons entitled to the distribution as the Board deems expedient.

17.16 Any distribution must be made payable to shareholders registered as at a date subsequent to the date of declaration thereof or the date of confirmation thereof, whichever is the later date. [10.17(b)]

17.17 Without limiting the provisions of 17.1.2, all payments to holders of Securities listed on the JSE must be in accordance with the Listings Requirements (to the extent applicable) and no capital may be repaid on the basis that it may be called up again. [10.8]

17.18 Distributions payable in cash shall be declared in the currency of the Republic. The Board may, in its discretion and on such terms and conditions as it may determine, authorise the payment of any distribution to a non-resident shareholder in any foreign currency requested by the non-resident shareholder, at the cost, expense and risk of the non-resident shareholder in question.

26 COMPOSITION AND POWERS OF THE BOARD

26.1 The board comprises of not less than 4 (four) and not more than twenty (20) Directors, the majority of whom are to be elected by the shareholders, as contemplated in section 66(4)(b) of the Act. [10.16(a)]

26.2 In addition to the elected Directors:

26.2.1 the board may in terms of section 66(4)(a)(i) of the Act appoint and remove Directors to the board;

26.2.2 there are no ex officio Directors of the company, as contemplated in section 66(4)(a)(ii) of the Act;

26.2.3 the board may, in terms of section 66(4)(a)(iii), appoint one or more alternate Directors, [10.16(b)]

and the appointment of all Directors contemplated in 26.2.1 shall be subject to shareholder approval at the next annual general meeting of the company. [10.16(c)]

26.3 In addition to satisfying the qualification and eligibility requirements set out in section 69, the Board may, in its sole discretion, impose that in order to become or remain a Director or a prescribed officer of the Company, a person must be, and remain, independent from any competitor of the Company and in particular another media company, as determined by the Board from time to time;

26.4 The Company’s ordinary shareholders shall be entitled to elect all of the Directors of the Company in the manner as set out in section 68(2). The Company’s ordinary shareholders shall have the right to nominate persons for appointment as Directors; provided that such right shall not include the right to appoint or remove any Director/s, and the appointment of all Directors shall be subject to ordinary shareholder approval, as contemplated by the Listings Requirements. [10.16(b)]

26.5 The authority of the Board to fill a vacancy on the Board on a temporary basis, as set out in section 68(3) is not limited or restricted by this Memorandum of Incorporation provided that such appointment must be confirmed by the shareholders at the next annual general meeting of the Company. [10.16(c)]

26.6 The authority of the Board to manage and direct the business and affairs of the Company, as set out in section 66(1) is not limited or restricted by this Memorandum of Incorporation.

26.7 If the number of Directors falls below the minimum number of Directors required, the remaining Director(s) shall, as soon as possible and in any event not later than 3 (three) months from the date that the number of Directors fell below the minimum, fill the vacancies or call a general meeting for the purpose of filling the vacancies. [10.16(d)]

26.8 The failure by the Company to have the minimum number of Directors during the 3 (three) month period referred to in 26.7 does not limit or negate the authority of the Board. [10.16(d)]

237

26.9 After the expiry of the 3 (three) month period referred to in 26.7, the remaining Directors may act only to –

26.9.1 increase the number of Directors to the required minimum; or

26.9.2 summon a general meeting for that purpose, provided that if there is no Director able or willing to act, then any shareholder may convene a general meeting for that purpose. [10.16(d)]

26.10 The authority of the Board to consider a matter other than at a meeting, as set out in section 74 is not limited or restricted by this Memorandum of Incorporation, provided that each Director has received notice of the matter to be decided. Any resolution signed by the majority of the Directors and inserted in the minute book shall be as valid and effective as if it had been passed at a meeting of Directors. Any such resolution may consist of several documents and shall be deemed to have been passed on the date on which it was signed by the last Director who signed it (unless a statement to the contrary is made in that resolution). [10.16(j)]

26.11 The right of the Directors to requisition a meeting of the Board, as set out in section 73(1) may be exercised by at least 25% (twenty five per cent), as provided for in section 73(1).

26.12 The authority of the Board to conduct a meeting entirely by Electronic Communication, or to provide for participation in a meeting by Electronic Communication, as set out in section 73(3) is not limited or restricted by this Memorandum of Incorporation.

26.13 The authority of the Board to determine the manner and form of providing notice of its meetings, as set out in section 73(4) is not limited or restricted by this Memorandum of Incorporation.

26.14 The authority of the Board to proceed with a meeting despite failure or defect in giving notice of the meeting, as set out in section 73(5) is not limited by this Memorandum of Incorporation.

26.15 The quorum requirement for a Directors meeting to begin, the voting rights at such a meeting and the requirements for approval of a resolution at such a meeting are as set out in section 73(5), without variation.

26.16 A Director shall cease to hold office as such if –

26.16.1 he is required to do so in terms of section 69; and/or

26.16.2 he is required to do so in terms of the Listings Requirements; and/or

26.16.3 in the case of a non-executive director, at the end of the financial year of the Company in which that director turns 75 (seventy five) years old, unless the Board, in its discretion, decides otherwise.

26.17 The Directors may elect a chairperson and lead Director of the Board and determine the period for which each is to hold office. If more than one lead Director is elected, the Directors shall, upon their election, determine the order of their seniority. At any meeting of Directors the chairperson of the Board, or if he is not present or willing to act as such, the most senior lead Director present and willing to act as such, shall act as chairperson. If no chairperson or lead Director has been elected, or is present and willing to act as such, the Directors present at any Directors’ meeting shall choose one of their number to be chairperson of the meeting. [10.16(i)]

26.18 In the case of a tied vote, the chairperson may not have a second or deciding vote, and the resolution being voted on fails.

26.19 At the first annual general meeting of the Company, all the elected Directors shall retire from office. Thereafter, at each annual general meeting of the Company, with effect from the annual general meeting of the Company and subject to the provisions relating to the disqualification of Directors, at least 1/3 (one third) of the non-executive Directors then holding that position, shall retire. The Directors who are to retire are those who have held their position for the longest period since their last election, but as between persons who became Directors on the same day, the determination shall be made by ballot, unless otherwise agreed amongst themselves. [10.16(g)]

26.20 A retiring Director shall be eligible for re-election if nominated by the Company’s nomination committee. If re-elected he shall be deemed not to have vacated his office. [10.16(g)]

238

26.21 No person other than a retiring Director, unless recommended by the Board, is competent to be elected as a Director at any general meeting, unless he is nominated as a Director by shareholders representing at least 20% (twenty per cent) of the voting rights, which nomination must be in writing and lodged at the registered office of the Company at least 60 (sixty) days prior to the meeting at which such Director is to be elected, together with the consent of the nominee unless the latter is also the proposer.

26.22 Life directorships and directorships for an indefinite period shall not be permitted. [10.16(k)]

26.23 The proposal of any resolution to shareholders to permit or ratify any act of the Board that is inconsistent with any limitation or restriction imposed by this Memorandum of Incorporation, or the authority of the Board to perform such an act on behalf of the Company or (save to the extent otherwise agreed with the JSE) that is contrary to the Listings Requirements is prohibited. [10.3]

28 DIRECTORS’ COMPENSATION AND FINANCIAL ASSISTANCE

28.1 The Directors or members of the Board committees shall be entitled to such remuneration for their services as Directors or members of Board committees as may have been determined from time to time by a special resolution approved by the shareholders within the previous 2 (two) years, as set out in section 66(9) and (10). In addition, the Directors shall be entitled to be paid all reasonable expenses in travelling (including accommodation) to and from meetings of the Board and shareholders, and the members of the Board committees shall be entitled to all reasonable expenses in travelling (including accommodation) to and from meetings of the members of the Board committees as determined by a disinterested quorum of Directors. [10.16(f)]

28.2 The authority of the Board, as set out in section 45, to authorise the Company to provide financial assistance to a Director, prescribed officer, company, corporation or other person referred to in section 45(2) is not limited or restricted by this Memorandum of Incorporation.

31 BORROWING POWERS

31.1 The Directors may from time to time exercise all of the powers of the Company to –

31.1.1 borrow for the purposes of the Company, such sums as they think fit; and/or

31.1.2 secure the payment or repayment of any such sums or any other sum, as they think fit, whether by the creation and issue of Securities, mortgage or charge upon all or any of the property or assets of the Company.

31.2 For the purposes of 31.1, the borrowing powers of the Company shall be unlimited.

37 ODD-LOT OFFER

In implementing any odd-lot offer made by the Company in accordance with the Listing Requirements, the Company shall, in respect of shareholders holding less than [100 (one hundred)] ordinary shares in the issued share capital of the Company (“Odd-Lots”) and who did not elect to retain their Odd-Lots or increase their Odd-Lot holdings, cause the Odd-Lots to be sold on such terms as the Directors may determine and the Company shall account to the shareholders concerned for the proceeds attributable to the sales, provided that the Odd-Lot offer has been approved by shareholders in a general meeting.

38 AMENDMENT OF MEMORANDUM OF INCORPORATION

38.1 This Memorandum of Incorporation may be altered or amended in the manner set out in section 16 17 or 152(6)(b), subject to the provisions contemplated in section 16(1)(c), provided that –

38.1.1 any amendment must be submitted to the JSE for approval before such amendments are submitted to the shareholders for approval; and

38.1.2 any amendment to this Memorandum of Incorporation must be approved by a special resolution of the ordinary shareholders, save if such an amendment is ordered by a court in terms of section 16(1)(a) of the Act. Amendment, for the avoidance of doubt shall include, but not be limited to – [10.5(d)]

38.1.2.1 the creation of any class of shares;

239

38.1.2.2 the variation of any preferences, rights, limitation and other share terms attaching to any class of shares;

38.1.2.3 the conversion of one class of shares into one or more other classes;

38.1.2.4 the increase of the number of Securities;

38.1.2.5 consolidation of Securities;

38.1.2.6 sub-division of Securities; or

38.1.2.7 the change of the name of the Company.

40. FOREIGN CONTROL RESTRICTIONS

40.1 Foreign Shareholders

40.1.1 If, in respect of a shareholders’ meeting –

40.1.1.1 the number of ordinary shares held by Foreign Shareholders at the record date of such shareholders’ meeting (expressed as a percentage of the total issued ordinary shares of the Company at such time) exceed the percentage prescribed by the Foreign Control Restriction; or

40.1.1.2 the total number of voting rights to be cast by or on behalf of Foreign Shareholders at such shareholders’ meeting [or in respect of any matter or resolution] (expressed as a percentage of the total voting rights of the Company to be cast at such shareholders’ meeting, net of any abstentions) exceeds the Foreign Control Restriction,

then, in these circumstances only and in order to ensure compliance with the Foreign Control Restriction, the Foreign Shareholders’ ability to exercise voting rights attached to each ordinary share held by such Foreign Shareholders shall be limited such that (i) the ordinary shares held by Foreign Shareholders do not, in aggregate, carry voting rights in excess of the Foreign Control Restriction and (ii) the total number of voting rights cast by or on behalf of Foreign Shareholders at such shareholders’ meeting do not exceed the Foreign Control Restriction. In the event that the Foreign Shareholders’ voting rights are limited as contemplated above, then, in such instances only, the voting rights attached to each ordinary share held by South African Shareholders shall be consequently increased proportionately in accordance with each South African Shareholder’s shareholding. The provisions of this 40.1.1 shall: (a) also apply to all resolutions contemplated in 25 for purposes of determining voting rights as contemplated in 25.2.1 and (b) only apply for so long as the Foreign Control Restriction applies to the Company and to the extent required to ensure compliance with the Foreign Control Restriction.

40.1.2 If, for purposes of any resolution(s) or matter(s) in respect of which voting rights are to be cast by or on behalf of a Foreign Entity, such Foreign Entity can prove, to the satisfaction of the Board (in its sole discretion), the portion (expressed as a percentage) of the ultimate Financial Interest or interest in voting shares or paid-up capital of that Foreign Entity that is held by South African Persons, then for purposes of such resolution(s) or matter(s):

40.1.2.1 that same portion (expressed as a percentage) of the ordinary shares held by that Foreign Entity and voting rights to be cast by or on behalf of that Foreign Entity shall be deemed to be held or cast (as the case may be) by South African Persons and the Foreign Entity shall be treated as a South African Shareholder in respect of those ordinary shares and voting rights; and

40.1.2.2 the remainder of the ordinary shares held by that Foreign Entity and voting rights to be cast by or on behalf of that Foreign Entity shall be deemed to be held or cast (as the case may be) by Foreign Persons and the Foreign Entity shall be treated as a Foreign Shareholder in respect of those ordinary shares and voting rights.

40.1.3 The Board, with power of delegation including the chairperson of any shareholders meeting, is authorised to:

40.1.3.1 request any shareholder that is an Entity to provide self-certification, to the satisfaction of the Board (in its sole discretion), of the extent to which any Foreign Persons or Foreign Entities have a direct or indirect Financial Interest or interest either in voting shares or paid-up capital of such shareholder;

40.1.3.2 request any shareholder who is a Person to provide proof, to the satisfaction of the Board (in its sole discretion), that such Person is a South African Person;

240

40.1.3.3 implement such controls and measures and request any additional documents as the Board deems necessary (in its sole discretion) to verify shareholders’ status as Foreign Shareholders or South African Shareholders and to ensure the practical efficiency of the conduct of general meetings while implementing the provisions of this clause 40; and

40.1.3.4 do all things necessary, reasonable or desirable in order to give effect to and implement the provisions of 40.1.1 from time to time, in order to ensure compliance with 40.1.1 and make any determinations in relation to the matters outlined in 40.1.1 (including the identification and designation of Foreign Shareholders, voting rights to be cast by Foreign Shareholders, the limitation and increase of votes in accordance with 40.1.1, voting rights exercised and subsequent result of voting), including at a general meeting, which will be final and binding.

40.2 ECA amendments

This 40 and the relevant definitions in 1 have been inserted in the Memorandum of Incorporation in order to ensure compliance with the restrictions on foreign control over a holder of a commercial broadcasting service licence in terms of the ECA. If any of these restrictions is subsequently removed or modified, then in order to ensure ongoing compliance with the relevant provisions of the ECA, the relevant provision in this Memorandum of Incorporation shall: (1) no longer apply if the relevant provision in the ECA has been removed; or (2) shall apply as modified in the ECA if the relevant provision has been modified in the ECA. The Directors are hereby authorised to amend this Memorandum of Incorporation to reflect such amendments as well as any other amendments that they deem to be necessary or desirable to ensure ongoing compliance with the relevant provisions of the ECA, subject to the approval thereof by the JSE and the shareholders (if and to the extent required). If shareholder approval for an amendment to the Memorandum of Incorporation in terms of this 40.2 is required, each shareholder undertakes to vote in favour of such amendment and appoints and authorises the chairperson of the relevant shareholders’ meeting to do in its name all things necessary to give effect to the provisions of this 40.2, including to represent the shareholder at any shareholders’ meeting for purposes of passing a resolution in respect of an amendment to the Memorandum of Incorporation.

MULTICHOICE AFRICA HOLDINGS B.V.

SHARES – CAPITAL

Article 4

4.1 The nominal value of each share shall be one euro (EUR 1.00).

4.2 The shares shall be registered shares and shall be numbered consecutively, starting from 1 (one).

4.3 At least one share must be held by a party other than, and not on behalf of, the Company or any of its Subsidiaries.

SHARES – ISSUE

Article 6

6.1 Shares may only be issued by the Company pursuant to a resolution of the General Meeting.

6.2 Article 6.1 shall apply mutatis mutandis where rights to subscribe for shares are granted, but shall not apply where shares are issued to a person exercising an existing right to subscribe for shares.

SHARES – OWN SHARES

Article 8

8.1 The acquisition by the Company of shares in its own capital shall be decided on by the Management Board. The acquisition by the Company of shares in its own capital which have not been fully paid up shall be null and void.

8.2 Except where it acquires such shares for no consideration, the Company may not acquire fully paid-up shares in its own capital if the shareholders’ equity less the acquisition price is less than the reserves which must be maintained by law, or if the Management Board knows or should reasonably foresee that, following the acquisition, the Company will be unable to continue paying its due and payable debts.

241

8.3 The preceding provisions of this article shall not be applicable to shares acquired by the Company by universal succession (onder cilgemene).

SHARES – TRANSFER

Article 9

9.1 The issue or transfer of a share or the creation of a limited right (beperkt recht) in respect of a share shall require a deed to that effect executed before a civil law notably practising in the Netherlands and to which the persons involved are parties.

9.2 The transfer of a share or the creation of a limited right in respect thereof in accordance with Article 9.1 shall also, by operation of law, have effect vis-a-vis the Company. Unless the Company itself is a party to the transaction, the rights attached to the relevant share may not be exercised until the Company has acknowledged the transaction or been served with the deed.

9.3 Article 9.2 shall apply mutatis mutandis in the event of the transfer of depositary receipts for shares.

MANAGEMENT BOARD – APPOINTMENT, SUSPENSION AND REMOVAL

Article 12

12.1 The Company shall have a Management Board consisting of one or more managing Directors. Both natural persons and legal entities may be managing Directors.

12.2 The General Meeting shall determine the number of managing Directors.

12.3 The General Meeting shall appoint the managing Directors and may at any time suspend or remove any managing Director.

12.4 Where one or more managing Directors are no longer in office or are unable to act, the remaining managing Director(s) shall be provisionally charged with the entire management of the Company. Where all managing Directors or the only managing Director are/is no longer in office or unable to act, the management shall be provisionally conducted by the person designated for that purpose by the General Meeting.

MANAGEMENT BOARD – DUTIES, ORGANISATION AND DECISION-MAKING

Article 13

13.1 The Management Board is charged with the management of the Company, subject to the restrictions contained in these articles of association. In performing their duties, managing Directors shall be guided by the interests of the Company and of the enterprise connected with it.

13.2 Where the Management Board consists of more than one managing Director, resolutions shall be passed — irrespective of whether this occurs at a meeting or otherwise — by a Simple Majority. Invalid votes and blank votes shall not be counted as votes cast.

13.3 In the event of a tie at a meeting of the Management Board, the General Meeting shall decide.

13.4 A managing Director may not participate in the deliberations and decision making of the Management Board on a matter in relation to which he has a direct or indirect personal in terest which conflicts with the interests of the Company and of the enterprise connected with it. Where all managing Directors or the only managing Director have/has such a conflict of interest, the relevant decision shall nevertheless be taken by the Management Board.

13.5 The contemporaneous linking together by audio communication facilities of managing Directors, wherever in the world they are, shall be deemed to constitute a meeting of the Management Board for the duration of the connection, unless a managing Director objects thereto.

13.6 Resolutions of the Management Board may, instead of at a meeting, be passed in writing, provided that all managing Directors are familiar with the resolution to be passed and none of them objects to this decision-making process.

242

13.7 The Management Board shall require the approval of the General Meeting for such Man agement Board resolutions as the General Meeting shall have specified in a resolution to that effect and notified to the Management Board.

13.8 Failure to obtain the approval required under Article 13.7 shall not affect the powers of representation of the Management Board or managing Directors.

13.9 The Management Board must follow the instructions of the General Meeting, unless these instructions are contrary to the interests of the Company and the enterprise connected with it.

GENERAL MEETING – DECISION-MAKING

Article 17

17.1 Each share shall give the right to cast one vote at General Meetings.

17.2 The Management Board may decide that votes cast before the General Meeting, but not earlier than on the thirtieth day before that of the meeting, by electronic means of commu nication shall be equated with those cast at the time of the meeting.

17.3 Unless a greater majority is required by law, all resolutions shall be passed by a Simple Majority. Invalid and blank votes shall not be counted as votes cast.

DISTRIBUTIONS ON SHARES

Article 20

20.1 The profits as determined through the adoption of the annual accounts shall be at the dis posal of the General Meeting. The General Meeting may decide to make a distribution, to the extent that the shareholders’ equity exceeds the reserves that must be maintained by law.

20.2 A resolution to make a distribution shall not take effect as long as the Management Board has not given its approval. The Management Board may only withhold such approval if it knows or should reasonably foresee that, following the distribution, the Company will be unable to continue paying its due and payable debts.

20.3 For the purposes of calculating any distribution, shares held by the Company in its own capital shall not be included.

20.4 For the purposes of calculating the amount to be distributed on each share, only the amount of the mandatory payments towards the nominal value of the shares shall be taken into account. The preceding sentence may be derogated from with the consent of all Shareholders.

MULTICHOICE AFRICA LIMITED

3. TYPE

The Company is a Category I·Global Business Licence company and is a PRIVATE COMPANY.

4. LIABILITY

The liability of its members is limited to the amount, if any, unpaid on the shares respectively held by them.

9. ISSUE OF NEW SHARES

New shares shall be issued in accordance with section 52 of the Act with the pre -emptive rights provided for under section 55 of the Act.

10. TRANSFER OF SHARES

Every change in the ownership of shares in the capital of the Company shall be·subject to the following limitations and restrictions-

243

(a) Pre-emptive Provisions

No share in the capital of the Company shall be sold or transferred by any shareholder unless and until the rights of pre-emption hereinafter conferred have been exhausted.

(b) Transfer notice and fair price

(i) Every shareholder including the personal representative of a deceased shareholder or the assignee of the property of a bankrupt shareholder who desires to sell or transfer any share shall give notice in writing to the Board of such desire.

(ii) Where the notice under subparagraph (i) includes several shares, it shall not operate as if it were a separate notice in respect of each such share, and the proposing transferor shall be under no obligation to sell or transfer some only of the shares specified in such notice.

(iii) The notice under subparagraph (i) shall be irrevocable and shall be deemed to appoint the Board as the proposing transferor’s agent to sell such shares in one or more lots to any shareholder or shareholders of the Company, including the Directors or any of them.

(iv) The price of the shares sold under subparagraph (iii) –

(A) shall be the price agreed upon between the party giving such notice and the Board; or

(B) failing any agreement between them within 28 days of the Board receiving such notice, such fair price as shall be determined by a person appointed jointly by the parties.

(v) In the absence of an agreement under subparagraph  (iv)(B), either party may apply to the Judge in Chambers to appoint an arbitrator.

(vi) The person appointed under subparagraph (iv) or (v) shall certify the sum which, in his opinion, is the fair price for the share.

(c) Offer to shareholders and consequent sale

(i) Where the price for the shares sold under paragraph (b) is agreed upon or determined, as the case may be, the Board shall immediately give notice to each of the shareholders, other than the person desiring to sell or transfer such shares

(ii) A notice under subparagraph  (i) shall state the number and price of such shares and shall request each of the shareholders to whom the notice is given to state in writing to the Board within 21 days of the date of the notice whether he is willing to purchase any and, if so, what maximum number of such shares;

(iii) At the expiration of 21 days from the date of the notice, the Board shall –

(A) apportion such shares amongst the shareholders (if more than one) who have expressed a desire to purchase the shares and, as far as possible, on a pro rata basis according to the number of shares already held by them respectively,

(B) if there is only one shareholder, all the shares shall be sold to that shareholder, provided that no shareholder shall be obliged to take more than the maximum number of shares stated in that shareholder’s response to such notice.

(iv) Where the apportionment is being made or any shareholder notifies his willingness to purchase, the party desiring to sell or transfer such share or shares shall, on payment of the said price, transfer such share or shares to the shareholder or respective shareholders who has or have agreed to purchase the shares and, in default thereof, the Board may receive and give a good discharge for the purchase money on behalf of the party desiring to sell and enter the name of the purchaser or purchasers in the share register as holder or holders of the share or shares so sold.

(d) Shares on offer not taken up by shareholders

(i) Where all the shares remain unsold under paragraph (c) at the expiry of the period of 60 days of the Board receiving a notice under paragraph (c)(ii), the person desiring to sell or transfer the shares, may, subject to subparagraph (ii), within a further period of 30 days, sell the shares not so sold, but not a portion only, to any person who is not a shareholder.

(ii) The person desiring to sell the shares shall not sell the shares for a price less than the price at which the shares have been offered for sale to the shareholders under this paragraph,

244

(that is paragraph 10) but every such sale shall nevertheless be subject to the provisions of paragraph II.

(e) Family transactions

(i) Any share may be transferred by a shareholder to, or to trustees for the spouse, father, mother, child, grandchild, son-in-law or daughter-in-law of that shareholder, and any share of a deceased shareholder may be transferred’ by his executors or administrator to spouse, father, mother, child, grandchild, son-in-law or daughter-in-law of the deceased shareholder.

(ii) Any share held by trustees under any trust may be transferred to any beneficiary, being the spouse, father, mother, child, grandchild, son-in-law or daughter-in-law of such shareholder, of such trust; and shares standing in the name of the trustee of the will of any deceased shareholder or trustees under any such trust may be transferred upon any change of trustees for the time being of such will or trust.

(iii) The restrictions contained in paragraphs (a) to (d) shall not apply to any transfer authorised by this paragraph but every such transfer shall be subject to paragraph 11.

11. DIRECTORS’ RIGHT TO REFUSE REGISTRATION OF TRANSFERS

Subject to compliance with sections 87 to 89 of the Act, the Board may Refuse or delay the registration of any transfer of any share to any person whether an existing shareholder or not, where –

(a) so required by law;

(b) registration would impose on the transferee a liability to the Company and the transferee has not signed the transfer;

(c) a holder of any such share has failed to pay on the due date any amount payable thereon either, in terms of the issue thereof or in accordance with the constitution (including any call made thereon);

(d) the transferee is a minor or a person of unsound mind;

(e) the transfer is not accompanied by such proof as the Board reasonably requires of the right of the transferor to make the transfer;

(f) the pre-emptive provisions contained in paragraph 10 have not been complied with; or

(g) the Board acting in good faith decides in its sole discretion that registration of the transfer would not be in the best interests of the Company and/or any of its shareholders.

12. PURCHASE OR OTHER ACQUISITION OF SHARES

(a) Authority to acquire own shares

For the purposes of section 68 of the Act, the Company shall be expressly authorised to purchase or otherwise acquire shares issued by it.

(b) Authority to hold own shares

Subject to any restrictions or conditions imposed by law, the Company shall be expressly authorised to hold shares acquired by it pursuant to section 68 or 110 of the Act.

13. VOTES OF JOINT HOLDERS

Where two or more persons are registered as the holder of a share, the vote of the person named first in the share register and voting on a matter shall be accepted to the exclusion of the votes of the other joint holders.

14. NO VOTING RIGHT WHERE CALLS UNPAID

Where a sum due to the Company in respect of a share that has not been paid, that share may not be voted at a shareholder’s meeting other than a meeting of an interest group.

245

15. DIRECTORS

(a) The Directors of the Company shall be such person or persons as may be appointed from time to time by ordinary resolution or by notice to the Company signed by the holder or holders for the time being of the majority of ordinary shares in the capital of the Company.

(b) The number of Directors for the time being shall not exceed ten.

(c) The Company may by ordinary resolution increase or reduce the number of Directors.

(d) The Directors may appoint any person to be a Director to fill a casual vacancy or as an addition to the existing Directors.

(e) Any Director appointed under paragraph  (d) shall hold office only until the next following annual meeting and shall then retire but shall be eligible for appointment at that meeting.

(f) A Director shall hold office until removed by special resolution pursuant to section 138(2) of the Act or ceasing to hold office pursuant to section 139 of the Act.

16. DIVIDENDS

(a) A dividend may be authorised and declared by the Board at such time and such amount (subject to the solvency test required by the Act) as it thinks fit.

(b) Subject the rights of persons, if any, entitled to shares with special rights as to dividend, all dividends shall be declared and paid according to the amounts paid or credited as paid on the shares in respect of which the dividend is paid, but no amount paid or credited as paid on a share in advance of calls shall be treated for the purposes of this paragraph as paid on the share.

(c) All dividends shall be apportioned and paid proportionately to the amounts paid or credited as paid on the shares during any portion or portions of the period in respect of which the dividend is paid, but where any share is issued on terms providing that it shall rank for dividend as from a particular date, that share shall rank for dividend accordingly.

(d) The Directors may deduct from any dividend payable to any shareholder all sums of money, if any, presently payable by him to the Company on account of calls or otherwise in relation to the shares of the Company.

(e) No dividend shall bear interest against the Company.

(f) Any dividend, interest, or other money payable in cash in respect of shares may be paid by cheque or postal or money order sent through the post directed to the registered address of the holder, or in the case of joint holders, to the registered address of that one of the joint holders who is first named on the share register or to such person and to such address as the holder or joint holders may in writing direct.

(g) Every such cheque or postal or money order shall be made payable to the order of the person to whom it is sent.

(h) Any one of the two or more joint holders may give effectual receipts for any dividends, bonuses, or other money payable in respect of the shares held by them as joint holders.

MULTICHOICE SUPPORT SERVICES PROPRIETARY LIMITED

1. POWERS OF THE COMPANY

1.1 The Company is governed by:

1.1.1 the unalterable provisions of the Act;

1.1.2 the alterable provisions of the Act, subject to the extensions, limitations, substitutions or variations set out in this MOI; and

1.1.3 the other provisions of this MOI.

246

1.2 The Company has, subject to section 19(1)(b)(i) of the Act, all of the legal powers and capacity of an individual and the legal powers and capacity of the Company are not subject to any restrictions, limitations or qualifications contemplated in section 19(1)(b)(ii) of the Act.

1.3 There is no provision of this MOI which constitutes a restrictive condition as contemplated in section 15(2)(b) of the Act.

1.4 No shareholder resolution may be proposed in terms of section 2.0(2) and 20{6) of the Act in the event that such a resolution would lead to the ratification of an act that is contrary to the Listings Requirements, unless otherwise agreed with the JSE.

9. SHARE CAPITAL

The numbers and classes of Shares which the Company is authorised to issue are set out in Schedule 1 to this MOI.

11. RIGHTS OF THE SHARES

11.1 Every holder of an Ordinary Share shall have one vote in respect of each share that he holds and is entitled to vote at every general/annual general meeting/whether in person or by proxy/save in respect of matters which are in terms of this MOI or the Act to be decided solely by the holders of any other class of Share.

11.2 Every Ordinary Share shall participate equally with every other Ordinary Share in any Distribution (excluding any payment in lieu of a capitalisation Share and any consideration payable by the Company for any of its own Shares or for any shares of a another company within the same group as contemplated in paragraphs (ii) and (iii) of the definition of Distribution in the Act) to Ordinary Shareholders, whether during the existence of the Company or upon its dissolution.

11.3 Every Redeemable Preference Share shall have the preferences, rights and limitations set out in Schedule 2 of this MOI.

12. VARIATION OF SHARE CAPITAL

12.1 Notwithstanding the provisions of section 36(3) of the Act, the Board shall not have the power to:

12.1.1 increase or decrease the number of authorised Shares of any class of the Shares;

12.1.2 reclassify any classified Shares that have been authorised but not issued;

12.1.3 classify any unclassified Shares that have been authorised but not issued; or

12.1.4 determine the preferences, rights, limitations or other terms of any Shares which powers shall be reserved for the Shareholder as contemplated in article 11.2.

12.2 The Shareholders may by amendment to the MOI passed by way a Special Resolution of the Shareholders:

12.2.1 increase or decrease the number of authorised Shares of any class of Shares;

12.2.2 reclassify any classified Shares that have been authorised but not issued;

12.2.3 classify any unclassified Shares that have been authorised but not issued; or

12.2.4 determine the preferences, rights, limitations or other terms of any Shares.

13. ISSUE OF SECURITIES

Any authorised but unissued Shares and any new Shares from time to time created shall, before issue, be offered to the Shareholders of the class of Shares concerned in proportion, as nearly as the circumstances permit, to the number of existing Shares held by them, unless issued for the acquisition of assets. The Shareholders of the Company in general meeting may authorise the Board to issue unissued Securities and/or grant options to subscribe for unissued Securities.

247

31. AUTHORITY OF THE BOARD OF DIRECTORS

31.1 The business and affairs of the Company shall be managed by or under the direction of the Board, which shall have the authority to exercise all of the powers and perform all of the functions of the Company, except to the extent that the Act or this MOI provides otherwise.

31.2 The Directors may, from time to time, at their discretion, raise or borrow or secure the payment of any sum or sums of money for the purposes of the Company.

31.3 The Board may delegate to any one or more Persons all such powers and delegate to any one or more Persons the doing of all such acts (including the right to sub-delegate).

32. APPOINTMENT OF DIRECTORS

32.1 The Company shall have at least 1 (one) Director.

32.2 In addition to satisfying the qualification and eligibility requirements set out in section 69 of the Act, to become a Director or prescribed officer of the Company a person must be, and remain, independent from any competitor of the Company and, in particular without limitation, another media company, as determined from time to time by the Board.

32.3 All of the Directors and Alternate Directors shall be elected by an Ordinary Resolution of the Shareholders from among the nominees nominated by the Shareholders.

32.4 No person shall have the right to effect the direct appointment of one or more Directors as contemplated in section 66(4)(a)(i) of the Act, and the chief executive officer and chief financial officer shall serve as ex officio Directors as contemplated in section 66{4)(a)(ii) of the Act.

32.5 The provisions of section 68(2) of the Act shall apply to the election of Directors/provided that a Director may be elected by written vote in accordance with article 30.

32.6 The Board may appoint a Person who satisfies the requirements for election as a Director to fill any vacancy and serve as a Director of the Company on a temporary basis until the next annual general meeting of the Company, when the person so appointed must retire from office, and at which such appointment must be confirmed by the Shareholders by election in terms of article 32.2. During that period any Person so appointed has all of the powers, functions and duties and is subject to all of the liabilities, of any other Director of the Company. The authority of the Board in this regard shall not be limited or restricted by this MOI.

32.7 All Directors shall be subject to rotation. At each Annual General Meeting of the Company all of the Directors shall cease to hold off ice but shall be eligible for re-election at the Annual General Meeting and any Director re-elected shall be subject to the rotation provisions of this article 32.7.

32.8 Life directorship and directorship for an indefinite period are not permissible.

32.9 The Company may not permit a Person to serve as Director if that Person is ineligible or disqualified in terms of the Act.

32.10 In addition to the grounds of ineligibility and disqualification of Directors as contained in section 69 of the Act, a Director shall cease to be eligible to continue to act as a Director if he absents himself from all meetings of the Board occurring within a period of six consecutive months without the leave of the Board, and the Board resolves that his office s hall be vacated; provided that this article 32.10 shall not apply to a Director who is represented by an Alternate Director who does not so absent himself.

32.11 This MOI does not impose any minimum shareholding or other qualifications to be met by the Directors of the Company in addition to the ineligibility and disqualification provisions of the Act and this article 32.

32.12 Section 70 of the Act shall apply to any vacancy on the Board which may arise from time to time.

248

33. ALTERNATE DIRECTOR

33.1 Alternate Directors may be appointed in terms of the Act.

33.2 The appointment of an Alternate Director shall terminate –

33.2.1 when the Director to whom he is an Alternate Director ceases to be a Director; or

33.2.2 upon the removal of that Alternate Director from his office as such.

33.3 An Alternate Director shall, subject to this MOI –

33.3.1 act as a Director and generally exercise all the rights of the Director to whom he is an Alternate Director, but only during the absence or incapacity of that Director; and

33.3.2 in all respects be subject to the terms and conditions existing with reference to the appointment, rights and duties and the holding of office of the Director to whom he is an Alternate Director, but shall not have any claim of any nature whatsoever against the Company for any remuneration of any nature whatsoever.

41. FINANCIAL ASSISTANCE

41.1 Financial assistance for subscription for or purchase of Securities

The Board may, as contemplated in section 44 of the Act and subject to the requirements of that section, authorise the Company to provide financial assistance by way of a loan, guarantee, the provision of security or otherwise to any Person for the purpose of, or in connection with the subscription of any option, or any Securities, issued or to be issued by the Company or a Related or Inter-related company, or for the purchase of any Securities of the Company or a Related or Inter-related company. The authority of the Board in this regard is accordingly not limited or restricted by this MOI.

41.2 Financial assistance to Directors, Prescribed Officers and Related and Inter-related Companies

The Board may as contemplated in section 45 of Act and subject to the requirements of that section, authorise the Company to provide direct or indirect financial assistance to a Director or Prescribed Officer of the Company, or of a Related or Inter-related Company/or to a Related or Inter-related company or corporation/or to a Member of a Related or Inter-related corporation, or to a Person related to any such Company, corporation, Director, Prescribed Officer or Member. The authority of the Board in this regard is, accordingly, not limited or restricted by this MOI.

42. DISTRIBUTIONS

42.1 The Company in general meeting or the Directors may declare dividends. The Company in general meeting may not declare a larger dividend than that declared by the Directors, but the Company in general meeting may declare smaller dividend.

42.2 The business of a general meeting shall include the power to sanction or declare dividends.

42.3 The Company may transmit any Distribution or amount payable in respect of a Share by:

42.3.1 ordinary post to the postal address of the Shareholder thereof (or, where two or more Persons are registered as the joint Shareholders of any Share, to the address of the joint holder whose name stands first in the Securities. Register) recorded in the Securities Register or such other address as the holder thereof may previously have notified to the Company in writing for this purpose; or

42.3.2 electronic bank transfer to such bank account as the holder thereof may have notified to the Company in writing for this purpose,

and the Company shall not be responsible for any loss in transmission.

42.4 The Company shall hold all dividend monies due to Shareholders in trust indefinitely, but subject to the laws of prescription.

42.5 The Board shall, for the purpose of facilitating the winding-up or deregistration of the Company before the date of any such forfeit, be entitled to delegate to any bank, registered as such in accordance with the laws of the Republic or any other third party acceptable to the Board, the liability for payment of any such Distribution or other money, payment of which has not been forfeited in terms of the aforegoing.

249

MULTICHOICE PROPRIETARY LIMITED

6. POWERS OF THE COMPANY

6.1 The Company is governed by:

6.1.1 the unalterable provisions of the Act;

6.1.2 the alterable provisions of the Act, subject to the extensions, limitations, substitutions or variations set out in this MOI; and

6.1.3 the other provisions of this MOI.

6.2 The Company has, subject to section 19(1)(b)(i) of the Act, all of the legal powers and capacity of an individual, and the legal powers and capacity of the Company are not subject to any restrictions, limitations or qualifications contemplated in section 19(1)(b)(ii) of the Act.

6.3 There is no provision of this MOI which constitutes a restrictive condition as contemplated in section 15(2)(b) of the Act.

6.4 No shareholder resolution may be proposed in terms of section 20(2) and 20(6) of the Act in the event that such a resolution would lead to the ratification of an act that is contrary to the Listings Requirements, unless otherwise agreed with the JSE.

9. SHARE CAPITAL

The numbers and classes of Shares which the Company is authorised to issue are set out in Schedule 1 to this MOI.

10. RIGHTS OF THE ORDINARY SHARES

10.1 Every holder of an Ordinary Share shall have one vote in respect of each share that he holds and is entitled to vote at every general/annual general meeting, whether in person or by proxy.

10.2 Securities in each class for which listing is applied must rank pari passu in respect of all rights.

10.3 Every ordinary Share shall participate equally with every other Ordinary Share in any Distribution (excluding any payment in lieu of a capitalisation Share and any consideration payable by the Company for any of its own Shares or for any shares of a another company within the same group as contemplated in paragraphs (ii) and (iii) of the definition of Distribution in the Act) to Ordinary Shareholders, whether during the existence of the Company or upon its dissolution.

11. VARIATION OF SHARE CAPITAL

11.1 Notwithstanding the provisions of section 36(3) of the Act, the Board shall not have the power to:

11.1.1 increase or decrease the number of authorised Shares of any class of the Shares;

11.1.2 reclassify any classified Shares that have been authorised but not issued;

11.1.3 classify any unclassified Shares that have been authorised but not issued; or

11.1.4 determine the preferences, rights, limitations or other terms of any Shares, which powers shall be reserved for the Shareholders, as contemplated in article 11.2.

11.2 The Shareholders may, by amendment to the MOI passed by way a Special Resolution of the Shareholders:

11.2.1 increase or decrease the number of authorised Shares of any class of any shares;

11.2.2 reclassify any classified Shares that have been authorised but not issued;

11.2.3 classify or any unclassified Shares that have been authorised but not issued;

11.2.4 determine the preferences, rights, limitations or other terms of any Shares.

250

12. ISSUE OF SECURITIES

Any authorised but unissued Shares and any new Shares from time to time created shall before issue, be offered to the shareholders in proportion, as nearly as the circumstances permit, to the number of existing Shares held by them, unless issued for the acquisition of assets. The shareholders of the Company in general meeting may authorise the Board to issue unissued Securities and/or grant options to subscribe for unissued Securities.

31. AUTHORITY OF THE BOARD OF DIRECTORS

31.1 The business and affairs of the Company shall be managed by or under the direction of the Board, which shall have the authority to exercise all of the powers and perform all of the functions of the Company, except to the extent that the Act or this MOI provides otherwise.

31.2 The Directors may, from time to time, at their discretion, raise or borrow or secure the payment of any sum or sums of money for the purposes of the Company.

31.3 The Board may delegate to any one or more Persons all such powers and delegate to any one or more Persons the doing of all such acts (including the right to sub-delegate).

32. APPOINTMENT OF DIRECTORS

32.1 The Company shall have at least 1 (one) Director.

32.2 In addition to satisfying the qualification and eligibility requirements set out in section 69 of the Act, to become a Director or prescribed officer of the Company a person must be, and remain, independent from any competitor of the Company and, in particular, without limitation, another media company, as determined from time to time by the Board.

32.3 All of the Directors and Alternate Directors shall be elected by an Ordinary Resolution of the Shareholders from among the nominees nominated by the Shareholders.

32.4 No Person shall have the right to effect the direct appointment of one or more Directors as contemplated in in section 66(4)(a)(i) of the Act, and the chief executive officer and chief financial officer shall serve as ex officio Directors as contemplated in section 66(4)(a)(ii) of the Act.

32.5 The provisions of section 68(2) of the Act shall apply to the election of Directors, provided that a Director may be elected by written vote in accordance with article 30.

32.6 The Board may appoint a Person who satisfies the requirements for election as a Director to fill any vacancy and serve as a Director of the Company on a temporary basis until the next annual general meeting of the Company, when the person so appointed must retire from office, and at which such appointment must be confirmed by the Shareholders by election in terms of article 32.2. During that period any Person so appointed has all of the powers, functions and duties, and is subject to all of the liabilities, of any other Director of the Company. The authority of the Board in this regard shall not be limited or restricted by this MOI.

32.7 All Directors shall be subject to rotation. At each Annual General Meeting of the Company all of the Directors shall cease to hold office but shall be eligible for re-election at the Annual General Meeting and any Director re-elected shall be subject to the rotation provisions of this article 32.7.

32.8 All directorship and directorship for an indefinite period are not permissible.

32.9 The Company may not permit a Person to serve as Director if that Person is ineligible or disqualified in terms of the Act.

32.10 In addition to the grounds of ineligibility and disqualification of Directors as contained in section 69 of the Act, a Director shall cease to be eligible to continue to act as a Director if he absents himself from all meetings of the Board occurring within a period of six consecutive months without the leave of the Board, and the Board resolves that his office shall be vacated; provided that this article 32.10 shall not apply to a Director who is represented by an Alternate Director who does not so absent himself.

251

32.11 This does not impose any minimum shareholding or other qualifications to be met by the Directors of the Company in addition to the ineligibility and disqualification provisions of the Act and this article 32.

32.12 Section 70 of the Act shall apply to any vacancy on the Board which may arise from time to time.

33. ALTERNATE DIRECTOR

33.1 Alternate Directors may be appointed in terms of the Act.

33.2 The appointment of an Alternate Director shall terminate-

33.2.1 when the Director to whom he is an Alternate Director ceases to be a Director; or

33.2.2 upon the removal of that Alternate Director from his office as such.

33.3 An Alternate Director shall, subject to this MOI –

33.3.1 act as a Director and generally exercise all the rights of the Director to whom he is an Alternate Director, but only during the absence or incapacity of that Director; and

33.3.2 in all respects be subject to the terms and conditions existing with reference to the appointment, rights and duties and the holding of office of the Director to whom he is an Alternate Director, but shall not have any claim of any nature whatsoever against the Company for any remuneration of any nature whatsoever.

41. FINANCIAL ASSISTANCE

41.1 Financial assistance for subscription for or purchase of Securities

The Board may, as contemplated in section 44 of the Act and subject to the requirements of that section, authorise the Company to provide financial assistance by way of a loan, guarantee, the provision of security or otherwise, to any Person for the purpose of, or in connection with, the subscription of any option, or any Securities, issued or to be issued by the Company or a Related or Inter-related company, or for the purchase of any Securities of the Company or a Related or Inter-related company. The authority of the Board in this regard is accordingly not limited or restricted by this MOI.

41.2 Financial assistance to Directors, Prescribed Officers and Related and Inter-related Companies

The Board may, as contemplated in section 45 of Act and subject to the requirements of that section, authorise the Company to provide direct or indirect financial assistance to a Director or Prescribed Officer of the Company, or of a Related or Inter-related Company, or to a Related or Inter-related company or corporation, or to a Member of a Related or Inter-related corporation, or to a Person related to any such Company, corporation, Director, Prescribed Officer or Member. The authority of the Board in this regard is, accordingly, not limited or restricted by this MOI.

42. DISTRIBUTIONS

42.1 The Company in general meeting or the Directors may declare dividends. The Company in general meeting may not declare a larger dividend than that declared by the Directors, but the Company in general meeting may declare a smaller dividend.

42.2 The business of a general meeting shall include the power to sanction or declare dividends.

42.3 The Company may transmit any Distribution or amount payable in respect of a Share by:

42.3.1 ordinary post to the postal address of the Shareholder thereof (or, where two or more Persons are registered as the joint Shareholders of any Share, to the address of the joint holder whose name stands first in the Securities Register) recorded in the Securities Register or such other address as the holder thereof may previously have notified to the Company in writing for this purpose;

42.3.2 electronic bank transfer to such bank account as the holder thereof may have notified to the Company in writing for this purpose,

and the Company shall not be responsible for any loss in transmission.

252

42.4 The Company shall hold all dividend monies due to Shareholders in trust indefinitely, but subject to the laws of prescription.

42.5 The Board shall, for the purpose of facilitating the winding-up or deregistration of the Company before the date of any such forfeit, be entitled to delegate to any bank, registered as such in accordance with the laws of the Republic or any other third party acceptable to the Board, the liability for payment of any such Distribution or other money, payment of which has not been forfeited in terms of the aforegoing.

MULTICHOICE SOUTH AFRICA PROPRIETARY LIMITED

3. AMENDMENT OF THE MOI

3.1 Every provision of this MOI is capable of amendment in accordance with sections 16(1)(a), 16(1)(c), 17 and 152(6)(b) of the Act, and, accordingly, there is no provision of this MOI which may not be amended as contemplated in section 15(2)(b) or 15(2)(c) of the Act.

3.2 This MOI may only be altered or amended:

3.2.1 in compliance with a court order on the basis set out in section 16(1)(a) of the Act and any other applicable provisions of the Act;

3.2.2 by way of a Special Resolution of the Shareholders passed in accordance with section 16(1)(c) of the Act, read in conjunction with the remaining provisions of the Act and this MOI; or

3.2.3 as contemplated in section 17 and 152(6)(b) of the Act.

3.3 Save as specifically provided for in articles 3.2, this MOI is not capable of amendment by any other method. Accordingly, the provisions of section 16(1)(b) of the Act shall not apply, nor shall any other alterable provisions of the Act that allow for a method for the alteration or amendment of the MOI, other than those methods contemplated in article 3.2, apply.

3.4 Amendment, for the avoidance of doubt, shall include, but shall not be limited to:

3.4.1 the creation of any class of Shares;

3.4.2 the variation of any preferences, rights, limitations and other terms attaching to any class of Shares;

3.4.3 the conversion of one class of Shares into one or more other classes;

3.4.4 an increase in the number of Securities of a class;

3.4.5 a consolidation of Securities;

3.4.6 a sub-division of Securities; and/or

3.4.7 the change of the name of the Company.

3.5 The Company must publish a notice of any alteration made to this MOI in order to correct this MOI in accordance with section 16(7) and 17(1) of the Act by delivering notice thereof to the Shareholders in accordance with article 43.

6. POWERS OF THE COMPANY

6.1 The Company is governed by:

6.1.1 the unalterable provisions of the Act;

6.1.2 the alterable provisions of the Act, subject to the extensions, limitations, substitutions or variations set out in this MOI; and

6.1.3 the other provisions of this MOI.

6.2 The Company has, subject to section 19(1)(b)(i) of the Act, all of the legal powers and capacity of an individual, and the legal powers and capacity of the Company are not subject to any restrictions, limitations or qualifications contemplated in section 19(1)(b)(ii) of the Act.

253

6.3 There is no provision of this MOI which constitutes a restrictive condition as contemplated in section 15(2)(b) of the Act.

6.4 No shareholder resolution may be proposed in terms of section 20(2) and 20(6) of the Act in the event that such a resolution would lead to the ratification of an act that is contrary to the Listings Requirements, unless otherwise agreed with the JSE.

9. SHARE CAPITAL

The numbers and classes of Shares which the Company is authorised to issue are set out in Schedule 1 to this MOI.

10. RIGHTS OF ORDINARY SHARES

10.1 Every holder of an Ordinary Share shall have one vote in respect of each share that he holds and is entitled to vote at every general/annual general meeting, whether in person or by proxy.

10.2 Securities in each class for which listing is applied must rank pari passu in respect of all rights.

10.3 Every Ordinary Share shall participate equally with every other Ordinary Share in any Distribution (excluding any payment in lieu of a capitalisation Share and any consideration payable by the Company for any of its ow n Shares or for any shares of another company within the same group as contemplated in paragraphs (ii) and (iii) of the definition of Distribution in the Act) to Ordinary Shareholders, whether during the existence of the Company or upon dissolution.

11. VARIATION OF SHARE CAPITAL

11.1 Notwithstanding the provisions of section 36(3) of the Act, the Board shall not have the power to:

11.1.1 increase or decrease the number of authorised Shares of any class of the Shares;

11.1.2 reclassify any classified Shares that have been authorised but not issued; classify

11.1.3 any unclassified Shares that have been authorised but not issued; or

11.1.4 determine the preferences, rights, limitations or other terms of any Shares, with powers shall be reserved for the Shareholders, as contemplated in article 11.2.

11.2 The Shareholders may, by amendment to the MOI passed by way of a Special Resolution of the Shareholders:

11.2.1 increase or decrease the number of authorised Shares of any class of Shares;

11.2.2 reclassify any classified Shares that have been authorised but not issued;

11.2.3 classify any unclassified Shares that have been authorised but not issued, or

11.2.4 determine the preferences, rights, limitations or other terms of any Shares.

12. ISSUE OF SECURITIES

Any authorised but unissued Shares and any new Shares from time to time created shall, before issue, before issue, be offered to the shareholders in proportion, as nearly as the circumstances permit, to the number of existing Shares held by them, unless issued for the acquisition of assets. The shareholders of the Company in general meeting may authorise the Board to issue unissued Securities and/or grant options to subscribe for unissued Securities.

31. AUTHORITY OF THE BOARD OF DIRECTORS

31.1 The business and affairs of the Company shall be managed by or under the direction of the Board, which shall have the authority to exercise all of the powers and perform all of the functions of the Company, except to the extent that the Act or this MOI provides otherwise.

31.2 The Directors may, from time to time, at their discretion, raise or borrow or secure the payment of any sum or sums of money for the purposes of the Company.

254

31.3 The Board may delegate to any one or more Persons all such powers and delegate to any one or more Persons the doing of all such acts (including the right to sub-delegate).

32. APPOINTMENT OF DIRECTORS

32.1 The Company shall have at least 1 (one) Director.

32.2 In addition to satisfying the qualification and eligibility requirements set out in section 69 of the Act, to become a Director or prescribed officer of the Company a person must be, and remain, independent from any competitor of the Company and, in particular, without limitation, another media company, as determined from time to time by the Board.

32.3 All of the Directors and Alternate Directors shall be elected by an Ordinary Resolution of the Shareholders from among the nominees nominated by the Shareholders.

32.4 In addition to the elected Directors, the Board may in terms of section 66(4)(a)(i) of the Act appoint and remove Directors to the board and the appointment of these Directors shall be subject to shareholder approval at the annual general meeting of the company. The chief executive officer and chief financial officer shall serve as ex officio Directors as contemplated in section 66(4)(a)(i) of the Act.

32.5 The provisions of section 68(2) of the Act shall apply to the election of Directors, provided that a Director may be elected by written vote in accordance with article 30.

32.6 The Board may appoint a Person who satisfies the requirements for election as a Director to fill any vacancy and serve as a Director of the Company on a temporary basis until the next annual general meeting of the Company, when the person so appointed must retire from office, and at which such appointment must be confirmed by the Shareholders by election in terms of article 32.2. During that period any Person so appointed has all of the powers, functions and duties, and is subject to all of the liabilities, of any other Director of the Company. The authority of the Board in this regard shall not be limited or restricted by this MOI.

32.7 All Directors shall be subject to rotation. At each Annual General Meeting of the Company one-third of the non-executive Directors shall cease to hold office but shall be eligible for re-election at the Annual General Meeting and any Director re-elected shall be subject to the rotation provisions of this paragraph 32.7. The Directors who must vacate their office are those who have held office longest since their last election but as between persons who became Directors on the same day, and unless they determine this themselves, it will be determined by a draw.

32.8 Life directorship and directorship for an indefinite period are not permissible.

32.9 The Company may not permit a Person to serve as Director if that Person is ineligible or disqualified in terms of the Act.

32.10 In addition to the grounds of ineligibility and disqualification of Directors as contained in section 69 of the Act, a Director shall cease to be eligible to continue to act as a Director if he absents himself from all meetings of the Board occurring within a period of six consecutive months without the leave of the Board, and the Board resolves that his office shall be vacated; provided that this article 32.10 shall not apply to a Director who is represented by an Alternate Director who does not so absent himself.

32.11 This MOI does not impose any minimum shareholding or other qualifications to be met by the Directors of the Company in addition to the ineligibility and disqualification provisions of the Act and this article 32.

32.12 Section 70 of the Act shall apply to any vacancy on the Board which may arise from time to time.

33. ALTERNATE DIRECTOR

33.1 Alternate Directors may be appointed in terms of the Act.

33.2 The appointment of an Alternate Director shall terminate –

33.2.1 when the Director to whom he is an Alternate Director ceases to be a Director; or

33.2.2 upon the removal of that Alternate Director from his office as such.

255

33.3 An Alternate Director shall, subject to this MOI –

33.3.1 act as a Director and generally exercise all the rights of the Director to whom he is an Alternate Director, but only during the absence or incapacity of that Director; and

33.3.2 in all respects be subject to the terms and conditions existing with reference to the appointment, rights and duties and the holding of office of the Director to whom he is an Alternate Director, but shall not have any claim of any nature whatsoever against the Company for any remuneration of any nature whatsoever.

41. FINANCIAL ASSISTANCE

41.1 Financial assistance for subscription for or purchase of Securities

The Board may, as contemplated in section 44 of the Act and subject to the requirements of that section, authorise the Company to provide financial assistance by way of a loan, guarantee, the provision of security or otherwise, to any Person for the purpose of, or in connection with, the subscription of any option, or any Securities, issued or to be issued by the Company or a Related or Inter-related company, or for the purchase of any Securities of the Company or a Related or Inter-related company. The authority of the Board in this regard is accordingly not limited or restricted by this MOI.

41.2 Financial assistance to Directors, Prescribed Officers and Related and Inter-related Companies

The Board may, as contemplated in section 45 of Act and subject to the requirements of that section, authorise the Company to provide direct or indirect financial assistance to a Director or Prescribed Officer of the Company, or of a Related or Inter-related Company, or to a Related or Inter-related company or corporation, or to a Member of a Related or Inter-related corporation, or to a Person related to any such Company, corporation, Director, Prescribed Officer or Member. The authority of the Board in this regard is, accordingly, not limited or restricted by this MOI.

42. DISTRIBUTIONS

42.1 The Company in general meeting or the Directors may declare dividends. The Company in general meeting may not declare a larger dividend than that declared by the Directors, but the Company in general meeting may declare a smaller dividend.

42.2 The business of a general meeting shall include the power to sanction or declare dividends.

42.3 The Company may transmit any Distribution or amount payable in respect of a share by:

42.3.1 ordinary post to the postal address of the Shareholder thereof (or, where two or more Persons are registered as the joint Shareholders of any Share, to the address of the joint holder whose name stands first in the Securities Register) recorded in the Securities Register or such other address as the holder thereof may previously have notified to the Company in writing for this purpose; or

42.3.2 electronic bank transfer to such bank account as the holder thereof may have notified to the Company in writing for this purpose,

and the Company shall not be responsible for any loss in transmission.

42.4 The Company shall hold all dividend monies due to Shareholders in trust indefinitely, but subject to the laws of prescription.

42.5 The Board shall, for the purpose of facilitating the winding-up or deregistration of the Company before the date of any such forfeit, be entitled to delegate to any bank, registered as such in accordance with the laws of the Republic or any other third party acceptable to the Board, the liability for payment of any such Distribution or other money, payment of which has not been forfeited in terms of the aforegoing.

256

SUPERSPORT INTERNATIONAL PROPRIETARY LIMITED

AMENDMENT OF THE MOI

3.1 Every provision of this MOI is capable of amendment in accordance with sections 16(1)(a), 16(1)(c), 17 and 152(6)(b) of the Act, and, accordingly, there is no provision of this MOI which may not be amended as contemplated in section 15(2)(b) or 15(2)(c) of the Act.

3.2 This MOI may only be altered or amended:

3.2.1 in compliance with a court order on the basis set out in section 16(1)(a) of the Act and any other applicable provisions of the Act;

3.2.2 by way of a Special Resolution of the Shareholders passed in accordance with section 16(1)(c) of the Act, read in conjunction with the remaining provisions of the Act and this MOI; or

3.2.3 as contemplated in section 17 and 152(6)(b) of the Act.

3.3 Save specifically provided for in article 3.2, this MOI is not capable of amendment by any other method. Accordingly, the provisions of section 16(1)(b) of the Act shall not apply, nor shall any other alterable provisions of the Act that allow for a method for the alteration or amendment of the MOI, other than those methods contemplated in article 3.2, apply.

3.4 Amendment, for the avoidance of doubt, shall include, but shall not be limited to:

3.4.1 the creation of any class of Shares;

3.4.2 the variation of any preferences, rights, limitations and other terms attaching to any class of Shares;

3.4.3 the conversion of one class of Shares into one or more other classes;

3.4.4 an increase in the number of Securities of a class;

3.4.5 a consolidation of Securities;

3.4.6 a sub-division of Securities; and/or

3.4.7 the change of the name of the Company.

3.5 The Company must publish a notice of any alteration made to this MOI in order to correct this MOI in accordance with section 16(7) and 17(1) of the Act by delivering notice thereof to the Shareholders in accordance with article 43.

6. POWERS OF THE COMPANY

6.1 The Company is governed by:

6.1.1 the unalterable provisions of the Act;

6.1.2 the alterable provisions of the Act, subject to the extensions, limitations, substitutions or variations set out in this MOI; and

6.1.3 the other provisions of this MOI.

6.2 The Company has, subject to section 19(1)(b)(i) of the Act, all of the legal powers and capacity of an individual, and the legal powers and capacity of the Company are not subject to any restrictions, limitations or qualifications contemplated in section 19(1)(b)(ii) of the Act.

6.3 There is no provision of this MOI which constitutes a restrictive condition as contemplated in section 15(2)(b) of the Act.

6.4 No shareholder resolution may be proposed in terms of section 20(2) and 20(6) of the Act in the event that such a resolution would lead to the ratification of an act that is contrary to the Listings Requirements, unless otherwise agreed with the JSE.

257

10. RIGHTS OF THE ORDINARY SHARES

10.1 Every holder of an Ordinary Share shall have one vote in respect of each share that he holds and is entitled to vote at every general/annual general meeting, whether in person or by proxy.

10.2 Securities in each class for which listing is applied must rank pari passu in respect of all rights.

10.3 Every Ordinary Share shall participate equally with every other Ordinary Share in any Distribution (excluding any payment in lieu of a capitalisation Share and any consideration payable by the Company for any of its own Shares or for any shares of a another company within the same group as contemplated in paragraphs (ii) and (iii) of the definition of Distribution in the Act) to Ordinary Shareholders, whether during the existence of the Company or upon its dissolution.

11. VARIATION OF SHARE CAPITAL

11.1 Notwithstanding the provisions of section 36(3) of the Act, the Board shall not have the power to:

11.1.1 increase or decrease the number of authorised Shares of any class of the Shares;

11.1.2 reclassify any classified Shares that have been authorised but not issued;

11.1.3 classify any unclassified Shares that have been authorised but not issued; or

11.1.4 determine the preferences, rights, limitations or other terms of any Shares,

which powers shall be reserved for the Shareholders, as contemplated in article 11.2.

11.2 The Shareholders may, by amendment to the MOI passed by way a Special Resolution of the Shareholders:

11.2.1 increase or decrease the number of authorised Shares of any class of Shares;

11.2.2 reclassify any classified Shares that have been authorised but not issued;

11.2.3 classify any unclassified Shares that have been authorised but not issued; or

11.2.4 determine the preferences, rights, limitations or other terms of any Shares.

12. ISSUE OF SECURITIES

Any authorised but unissued Shares and any new Shares from time to time created shall, before issue, be offered to the shareholders in proportion, as nearly as the circumstances permit, to the number of existing Shares held by them, unless issued for the acquisition of assets. The shareholders of the Company in general meeting may authorise the Board to issue unissued Securities and/or grant options to subscribe for unissued Securities.

31. AUTHORITY OF THE BOARD OF DIRECTORS

31.1 The business and affairs of the Company shall be managed by or under the direction of the Board, which shall have the authority to exercise all of the powers and perform all of the functions of the Company, except to the extent that the Act or this MOI provides otherwise.

31.2 The Directors may, from time to time, at their discretion, raise or borrow or secure the payment of any sum or sums of money for the purposes of the Company.

31.3 The Board may delegate to any one or more Persons all such powers and delegate to any one or more Persons the doing of all such acts (including the right to sub-delegate).

32. APPOINTMENT OF DIRECTORS

32.1 The Company shall have at least 1 (one) Director.

32.2 In addition to satisfying the qualification and eligibility requirements set out in section 69 of the Act, to become a Director or prescribed officer of the Company a person must be, and remain, independent from any competitor of the Company and, in particular, without limitation, another media company, as determined from time to time by the Board.

258

32.3 All of the Directors and Alternate Directors shall be elected by an Ordinary Resolution of the Shareholders from among the nominees nominated by the Shareholders.

32.4 No Person shall have the right to effect the direct appointment of one or more Directors as contemplated in section 66(4)(a)(i) of the Act, and the chief executive officer and chief financial officer shall serve as ex officio Directors as contemplated in section 66(4)(a)(ii) of the Act.

32.5 The provisions of section 68(2) of the Act shall apply to the election of provisions of section 68(2) of the Act shall apply to the election of Directors, provided that a Director may be elected by written vote in accordance with article 30.

32.6 The Board may appoint a Person who satisfies the requirements for election as a Director to fill any vacancy and serve as a Director of the Company on a temporary basis until the next annual general meeting of the Company, when the person so appointed must retire from office, and at which such appointment must be confirmed by the Shareholders by election in terms of article 32.2. During that period any Person so appointed has all of the powers, functions and duties, and is subject to all of the liabilities, of any other Director of the Company. The authority of the Board in this regard shall not be limited or restricted by this MOI.

32.7 All Directors shall be subject to rotation. At each Annual General Meeting of the Company all of the Directors shall cease to hold office but shall be eligible for re-election at the Annual General Meeting and any Director re-elected shall be subject to the rotation provisions of this article 32.7.

32.8 Life directorship and directorship for an indefinite period are not permissible.

32.9 The Company may not permit a Person to serve as Director if that Person is ineligible or disqualified in terms of the Act.

32.10 In addition to the grounds of ineligibility and disqualification of Directors as contained in section 69 of the Act, a Director shall cease to be eligible to continue to act as a Director if he absents himself from all meetings of the Board occurring within a period of six consecutive months without the leave of the Board, and the Board resolves that his office shall be vacated; provided that this article 32.10 shall not apply to a Director who is represented by an Alternate Director who does not so absent himself.

32.11 This MOI does not impose any minimum shareholding or other qualifications to be met by the Directors of the Company in addition to the ineligibility and disqualification provisions of the Act and this article 32.

32.12 Section 70 of the Act shall apply to any vacancy on the Board which may arise from time to time.

33. ALTERNATE DIRECTOR

33.1 Alternate Directors may be appointed in terms of the Act.

33.2 The appointment of an Alternate Director shall terminate –

33.2.1 when the Director to whom he is an Alternate Director ceases to be a Director; or

33.2.2 upon the removal of that Alternate Director from his office as such.

33.3 An Alternate Director shall, subject to this MOI –

33.3.1 act as a Director and generally exercise all the rights of the Director to whom he is an Alternate Director, but only during the absence or incapacity of that Director; and

33.3.2 in all respects be subject to the terms and conditions existing with reference to the appointment, rights and duties and the holding of office of the Director to whom he is an Alternate Director, but shall not have any claim of any nature whatsoever against the Company for any remuneration of any nature whatsoever.

259

41. FINANCIAL ASSISTANCE

41.1 Financial assistance for subscription for or purchase of Securities

The Board may, as contemplated in section 44 of the Act and subject to the requirements of that section, authorise the Company to provide financial assistance by way of a loan, guarantee, the provision of security or otherwise, to any Person for the purpose of, or in connection with, the subscription of any option, or any Securities, issued or to be issued by the Company or a Related or Inter-related company, or for the purchase of any Securities of the Company or a Related or Inter-related company. The authority of the Board in this regard is accordingly not limited or restricted by this MOI.

41.2 Financial assistance to Directors, Prescribed Officers and Related and Inter-related Companies

The Board may, as contemplated in section 45 of Act and subject to the requirements of that section, authorise the Company to provide direct or indirect financial assistance to a Director or Prescribed Officer of the Company, or of a Related or Inter-related Company, or to a Related or Inter-related company or corporation, or to a Member of a Related or Inter-related corporation, or to a Person related to any such Company, corporation, Director, Prescribed Officer or Member. The authority of the Board in this regard is, accordingly, not limited or restricted by this MOI.

42. DISTRIBUTIONS

42.1 The Company in general meeting or the Directors may declare dividends. The Company in general meeting may not declare a larger dividend than that declared by the Directors, but the Company in general meeting may declare a smaller dividend.

42.2 The business of a general meeting shall include the power to sanction or declare dividends.

42.3 The Company may transmit any Distribution or amount payable in respect of a Share by:

42.3.1 ordinary post to the postal address of the Shareholder thereof (or, where two or more Persons are registered as the joint Shareholders of any Share, to the address of the joint holder whose name stands first in the Securities Register) recorded in the Securities Register or such other address as the holder thereof may previously have notified to the Company in writing for this purpose; or

42.3.2 electronic bank transfer to such bank account as the holder thereof may have notified to the Company in writing for this purpose,

and the Company shall not be responsible for any loss in transmission.

42.4 The Company shall hold all dividend monies due to Shareholders in trust indefinitely, but subject to the laws of prescription.

42.5 The Board shall, for the purpose of facilitating the winding-up or deregistration of the Company before the date of any such forfeit, be entitled to delegate to any bank, registered as such in accordance with the laws of the Republic or any other third party acceptable to the Board, the liability for payment of any such Distribution or other money, payment of which has not been forfeited in terms of the aforegoing.

260

Annexe 17

MATERIAL CONTRACTS

The material contracts, being restrictive funding arrangements and/or contracts entered into (whether verbally or in writing) otherwise than in the ordinary course of business carried on, or proposed to be carried on, by the Company or its Major Subsidiaries or by any subsidiary where it is material to the Company during the two years preceding the Last Practicable date, or at any time containing an obligation or settlement that is material to the Company or its subsidiaries at the finalisation date that have been entered into by the Company, are the following:

1. SEPARATION AGREEMENT

The Separation Agreement entered into between the Company and Naspers sets out the principles regulating various aspects of the separation of the Company and its affiliates (the “MCG Group”) from the Naspers Group (as a result of the implementation of the Unbundling) and the provision of certain transitional services for a period of time after such separation. The key terms of the Separation Agreement are summarised below.

Overarching Separation Principle: The fundamental underlying principle of the separation (“Separation Principle”) is that, with effect from the Unbundling Operative Date, the MCG Group will have the entire economic risk and benefit of the businesses conducted, or to be conducted, by the MCG Group (as described in this Pre-listing Statement) and, where applicable, any future operations in which the Company will have an interest (“MCG Businesses”), and the Naspers Group will have the entire economic risk and benefit of all of the businesses conducted by the entities in the Naspers Group, other than the MCG Businesses (“Naspers Businesses”). The term “group” as used herein, means either the Naspers Group or the MCG Group, as applicable in the relevant context. The Separation Principle (and specific terms of the agreement) is subject to exceptions provided for under agreements entered into between member(s) of the groups after the signature date of the agreement in order to give effect to the provisions of the agreement (“Transaction Documents”), agreements entered into between member(s) of the groups prior to the Unbundling Operative Date which they have agreed are to continue to be effective following the Unbundling Operative Date and agreements which may be entered into on or after the Unbundling Operative Date.

Rights and obligations

On the Unbundling Operative Date, no member of either group will have any rights against, or obligations to, any member of the other group arising from inter alia any act or omission which occurred prior to, upon or after the Unbundling Operative Date.

Assumption of liabilities: Subject to certain exceptions, the MCG Group will assume all liabilities relating to the MCG Businesses and the Company indemnifies the Naspers Group against inter alia all losses suffered by them relating to those businesses, and the Naspers Group will similarly assume all liabilities relating to the Naspers Businesses and Naspers reciprocally indemnifies the MCG Group against inter alia all losses suffered by the MCG Group relating to those businesses.

Release: The Company releases the Naspers Group from inter alia losses relating to the MCG Businesses (whether arising before, on or after the Unbundling Operative Date). Naspers reciprocally releases the MCG Group from inter alia losses relating to the Naspers Businesses (whether arising before, on or after the Unbundling Operative Date). Subject to certain exceptions, neither group may make any claim against the other in relation to inter alia any losses relating to: (i) matters contemplated by the Separation Agreement or the Transaction Documents; (ii) the Restructuring (and the various transfers of ownership and responsibility undertaken pursuant to it); (iii) the Unbundling; and (iv) any express or implied conduct or representations made by them or certain of their representatives in the course of communications or negotiations about those matters.

Assets: The MCG Group must own all property and assets (excluding intellectual property, IT systems and IT infrastructure in each case, which is regulated separately) which exclusively relate to an MCG Business (“MCG Asset”) and the Naspers Group must own all property and assets (excluding intellectual property, IT systems and IT infrastructure in each case, which is regulated separately) which exclusively relate to the Naspers Businesses (“Naspers Asset”). All property and assets which relate to both a Naspers Business and a MCG Business (“Shared Asset”) must be owned (i) as specified in a Transaction Document, or (ii) if such ownership is not regulated in a Transaction Document, ownership of such property or assets must be agreed between the relevant group members (who must negotiate in good faith). If any property or assets of one party (or member of its group) are in the possession of the other (or a member of its group), the Separation Agreement imposes obligations on the latter (subject to certain limitations and qualifications) to ensure that such property or assets come within the possession of the first party by no later than the Unbundling Operative Date. If after the Unbundling Operative Date it is identified that any MCG Asset, or any Shared Asset that must be

261

owned by the MCG Group in line with the above principles, is owned by the Naspers Group, or any Naspers Asset, or any Shared Asset that must be owned by the Naspers Group in line with the above principles, is owned by the MCG Group, Naspers (if the relevant asset is owned by the Naspers Group) or the Company (if the relevant asset is owned by the MCG Group) (subject to certain limitations and qualifications) must procure transfer of ownership in such asset to the other group or where, and for as long as, this is not effected/possible, grant rights in respect of the use of such asset to the other group. Where ownership of any Shared Asset vests in or is transferred to a group, Naspers (if ownership in the relevant Shared Asset vests in or is transferred to the Naspers Group) or the Company (if ownership in the relevant Shared Asset vests in or is transferred to the MCG Group) must procure the use of that asset by the other group to the extent to which, and for the duration for which, it must provide a transitional service in respect of that asset to the other group.

If ownership of an asset is transferred to give effect to the above principles, the group receiving the asset will pay for such asset at its written-down book value (or, if leased, by reimbursing for any related net leasing cost).

Contracts: At the Unbundling Operative Date, an MCG Group member must be party to all contracts which are exclusively used by, or exclusively relate to, the MCG Businesses (“MCG Contracts”), and a Naspers Group member must be party to all contracts which are exclusively used by, or exclusively relate to, the Naspers Businesses (“Naspers Contracts”). If after the Unbundling Operative Date a Naspers Group member is a party to any MCG Contract, or an MCG Group member is a party to any Naspers Contract, Naspers (if a Naspers Group member is a party to the relevant MCG Contract) or the Company (if a MCG Group member is a party to the relevant Naspers Contract) must procure the transfer of (or procure that the relevant group member transfers) its rights and obligations under such contract to the relevant group and the parties indemnify each other against inter alia all losses suffered by the other group in relation to such contracts, subject to certain exceptions and limitations.

Employees: At the Unbundling Operative Date, all employees and contractors performing services solely to, or for the benefit of, the MCG Group must formally be employees or contractors of the MCG Group, and all employees and contractors performing services solely to, or for the benefit of, the Naspers Group must formally be employees or contractors of the Naspers Group. Where this is not the case, the parties agree to ensure that the relevant employee’s employment or contractor’s appointment is transferred (subject to applicable employment laws) from the relevant group to the other, as appropriate. Employees or contractors who perform services to, or for the benefit of, both the Naspers and MCG Group will be allocated by agreement in accordance with the general principles that: (i) it aligns with the migration of the corresponding separation activity in which the relevant employee is engaged; and (ii) any resourcing deficit suffered by a group will be supplemented as a transitional service by the other group.

Each party (“indemnifying party”) indemnifies the other and its group members (“indemnified party”) against all losses suffered by the indemnified party from claims from employees or contractors of the indemnified party who transferred to the indemnified party in terms of the agreement and which claims relate to certain breaches, acts or omissions by the indemnifying party (or its group member) prior to such transfers.

Business records: All business records which exclusively relate to the MCG Businesses shall be owned by the Company (or the relevant MCG Group member). All other business records shall be owned by Naspers (or the relevant Naspers Group member). Subject to certain restrictions, each party must make available to the other relevant business records and documents which relate to the other party’s group’s business following Unbundling.

Data protection: If any information provided pursuant to the agreement is personal information or personal data of any Data Subject, the Separation Agreement places certain limitations on the disclosing party and obligations on the recipient party (as may be required under applicable data protection law) and the recipient party indemnifies the disclosing party against all losses suffered by it which arise from any breach by the recipient of its aforementioned obligations. Each party will provide such assistance required to enable the other to comply with requests from Data Subjects to exercise their rights under applicable data protection law, within the time limits imposed by such data protection law, and will comply with (and must procure that its personnel, agents and subcontractors and its group members and their personnel, agents and subcontractors comply with) such security protocols as the parties agree. The agreement further imposes various obligations on each party to ensure that such party (and its group members) takes all necessary steps to inter alia comply with all applicable laws relating to data protection.

Intellectual property (“IP”) (excluding Developed IP, IP relating to IT Systems and IT Infrastructure): The MCG Group must own all IP (excluding, in each instance, any IP relating to IT systems and IT infrastructure, which is regulated separately) which exclusively relates to an MC Business (“MCG IP”) and the Naspers Group must own all IP which exclusively relates to a Naspers Business (“Naspers IP”). All IP which relates to both a Naspers Business and a MCG Business (“Shared IP”) must be owned (i) as specified in a Transaction Document, or (ii) if such ownership is not regulated in a Transaction Document, ownership of such property or assets must be agreed between the relevant group members (who must negotiate in good faith). If after the Unbundling Operative Date, any MCG IP or any Shared IP that must be owned by the MCG Group in line with the above principles, is owned by the Naspers Group, or any Naspers IP, or any Shared IP that must be owned by the

262

Naspers Group in line with the above principles, is owned by the MCG Group, Naspers (if the relevant IP is owned by the Naspers Group) or the Company (if the relevant IP is owned by the MCG Group) (subject to certain limitations and qualifications) must assign such IP to the other group or where, and for as long as, this is not effected/possible, grant rights in respect of the use of such IP to the other group. Where ownership of any Shared IP vests in or is transferred to a group, Naspers (if ownership in the relevant Shared IP vests in or is transferred to the Naspers Group) or the Company (if ownership in the relevant Shared IP vests in or is transferred to the MCG Group) must procure the grant of non-exclusive rights in respect of the use of that IP by the other group to the extent to which, and for the duration for which, it must provide a transitional service in respect of that IP to the other group. The third-party out-of-pocket costs incurred in assigning IP or of granting rights in respect of the use thereof will be borne equally.

Developed IP: Where ownership of certain developed intellectual property (“Developed IP”) vests in one party (or its relevant Group member) (the “Licensor Group”) and the parties agree that the other Group (or relevant member thereof) (the “Licensee Group”) must be entitled to use such Developed IP following the Unbundling Operative Date, then the Licensor Group (or relevant member thereof) must grant a non-exclusive, royalty free, perpetual, irrevocable right and licence to use the Developed IP to the Licensee Group (or relevant member thereof) solely for use within the business of the Licensee Group (or relevant member thereof).

In respect of any Developed IP which has resulted from the development, modification, enhancement, adaptation and/or addition to the Intellectual Property of a third-party licensor (“Third Party IP”), the Licensee Group (or relevant member thereof) shall only be entitled to use the Developed IP licensed for so long as it has a licence from the relevant third party licensor to use the underlying Third Party IP.

IT systems and applications: The specific separation and transitional activities for all key IT systems and applications are set out in an annexe to the agreement. Subject to certain exceptions, on the Unbundling Operative Date, all IT systems and applications which are used exclusively by, and for the benefit of, the MCG Group must be owned by the MCG Group and all other IT systems and applications must be owned by the Naspers Group (which includes that member(s) of the Naspers Group must own or be the primary licensee of all related intellectual property associated with such IT systems and applications, other than any proprietary data of the Company or members of the MCG Group that is contained therein). Each group will provide transitional services to the other during the “Transition Period” (being a period of 12 months following the effective date of the agreement unless, in respect of specific transitional services, a different period is agreed) to the extent agreed in respect of such IT systems and applications. If intellectual property must be assigned or rights in respect of the use thereof must be transferred, the parties will ensure that this occurs by no later than the Unbundling Operative Date.

Physical IT infrastructure: All physical IT infrastructure which are located within premises owned or leased by the MCG Group shall be owned by the MCG Group, other than any individual items of IT equipment that are either used exclusively by an individual Naspers Group employee whose workspace is situated in such MCG Group premises; or used exclusively by a defined set of Naspers Group employees, in which case it will be owned by Naspers (or its relevant group member). If ownership of, or rights of use in respect of, physical IT infrastructure needs to transfer to the Naspers Group to give effect to the foregoing, the Naspers Group will compensate the MCG Group for transferring such ownership/usage rights. The specific separation and transitional services activities for physical IT infrastructure is set out in an annexe to the agreement.

Shared corporate services: Specific separation activities for key categories of shared services between the groups are set out in an annexe to the agreement. Where as a result of the Unbundling one group loses access to an employment or contractor resource upon which it was reliant immediately prior to the Unbundling Operative Date, and as a result, that group is not able to operate on a fully stand-alone basis, the other group shall provide transitional services support to the former as set out in the agreement.

Real estate: All real estate assets which are controlled by each group will remain with that group at the Unbundling Operative Date. MCG Group members who own certain office buildings, shall lease such real estate to the Naspers Group as a transitional service, on terms to be negotiated in good faith and agreed having regard to prevailing market value. Where either group has any other real estate asset in which the other group’s employees, contractors or property is co-located, such co-location right will terminate with effect from the Unbundling Operative Date.

Proceedings: Naspers (or the relevant Naspers Group member) shall be entitled to control all proceedings instituted against any MCG Group member or Naspers Group member if, in Naspers’s reasonable opinion the proceedings involve or implicate, or otherwise could affect, Naspers (or a Naspers Group member), or any employee, Director, agent, consultant, officer, representative and the like of Naspers (or a Naspers Group member) (in all cases, whether past or present). The Company (or the relevant MCG Group member) may control any other proceedings. Each party will provide assistance in respect of proceedings controlled by the other and all information and documents the party controlling the proceedings may require. Neither party nor its group members may make any settlement if the other party or any of its group members has a material interest in the proceedings, without the consent of the other party.

263

Release of security: Each party will procure that the other (or its relevant group member), is released from any guarantees or other form of security given by the latter in respect of the MCG or Naspers Businesses (as appropriate) after the Unbundling Operative Date. To the extent that the releasing party is unable to do so or has not done so at the time a claim is made, the releasing party indemnifies the other party and holds it harmless against any claim arising after the Unbundling Operative Date and made against the other party under the suretyship concerned and the releasing party will place the other in funds to enable it to discharge its liability thereunder.

Non-solicitation and Separation costs: Neither party will, between the signature date and the effective date of the agreement and for a period of one year thereafter, solicit any employee, agent, sub-contractor or authorised representative of the other group to take employment with its group or terminate his/her employment with the other group. Each party shall bear its own internal costs of the separation activities and any third-party costs will be borne equally.

Other: In respect of the following teams/departments/aspects of the respective groups, the following principles will apply: (i) company secretarial/investor relations/share scheme management/corporate communications: the teams will operate independently from the Unbundling Operative Date; the MCG Group will obtain licences in respect of underlying systems necessary to conduct all functions of these departments and the parties will negotiate any required transitional services to be provided; (ii) taxation: the teams will operate independently from the Unbundling Operative Date, and the MCG Group will obtain licences in respect of underlying systems necessary to conduct all functions of its; (iii) internal audit: the teams will separate with effect from the Unbundling Operative Date (with the internal audit team servicing the MCG Group prior to such date, transferring from the Naspers Group to the MCG Group), the MCG Group will obtain licences in respect of the IA System (TeamMate) and no transitional services will be provided in respect of internal audit functions; and (iv) insurance/risk management: the teams will operate independently from the Unbundling Operative Date and each group will negotiate its own policies to apply post the Unbundling Operative Date.

Intergroup agreements: Agreements between the groups will be dealt with as follows: (i) corporate support/shared service support agreements: to the extent that it is agreed that such arrangements will continue post the Unbundling Operative Date, they will follow the general rules for transition set out in the agreement; (ii) commercial arrangements on arm’s-length/preferential commercial terms entered into prior to the Unbundling Operative Date will continue for their full contractual term, including any renewals or extensions agreed in the normal course prior to the Unbundling Operative Date. Subject to certain limitations, where these have not commenced or have not yet been entered into as at the signature date of the agreement, they will continue to remain in force after the Unbundling Operative Date; and (iii) arrangements for benefit of both groups prior to the Unbundling Operative Date at a nominal/nil consideration, will terminate on the Unbundling Operative Date.

Transitional services: Where one party (or its group) is unable to operate an aspect of its business on a standalone-basis due to such entity no longer having access to a resource that it enjoyed prior to Unbundling as a result of such resource now being exclusively controlled by the other party (or its group members), the other party will provide a transitional service during the Transition Period to the first party (or its group members) to ensure the relevant entity is able to operate that aspect of its business in substantially the same manner as it did immediately prior to the Unbundling Operative Date. To the extent possible, all transitional services will be provided at the same rates/fees at which such were provided prior to the Unbundling Operative Date. Where there are no previously agreed rates/fees or it is not possible to provide the service on the same basis, the parties will negotiate the terms based on either a direct pass-through cost charged by a third party or, where no third party is involved, charged on the basis of cost plus 5%. Transitional services will be provided according to the same scope, standards and service levels as those services were provided in the 12 months prior to the Unbundling Operative Date. Each party provides warranties of care and skill and indemnifies the other and its group against all loss suffered by the aforementioned arising out of a breach by the other party or its group of the warranties/undertakings given.

Indemnities and limitations of liability: Each party (“indemnifying party”) indemnifies the other party (and its group members) (“indemnified party”) against all losses suffered and/or incurred by an indemnified party arising out of a claim by a third party in respect of the infringement of the intellectual property rights of such third party (subject to certain limitations and exclusions) and any breach by the indemnifying party (or its group members) of any applicable laws or regulations. The aggregate liability of each party and its group members to the other and its group members (each a “liable party”) arising from the transitional services indemnity referred to above or otherwise from the provision of any transitional services is subject to an agreed liability cap. This limitation of liability will not apply in respect of liability for death or personal injury, dishonesty, fraud or fraudulent misrepresentation, wilful misconduct or gross negligence, costs awarded by a court as a result of a breach of any confidentiality undertaking, a party’s inability to pay fees for transitional services and any other liability that cannot be excluded or limited by law. In any other instance, the liability of the parties (and their group members) arising from the agreement will not be subject to any monetary limits or caps.

264

2. BUSINESS AND SHARE SALE AGREEMENT

Overview of the Business and Share Sale Agreement

A business and share purchase agreement was entered into and signed between Showmax BV and Showmax Poland BV on 28 September 2018, in which agreement the “Showmax” business conducted in Poland and the shares in Showmax CEE Sp. z o.o. were sold and purchased. The business and share sale agreement contained no conditions precedent and the transaction contemplated therein closed and became effective on the date of signature.

The business sold pursuant to the business and share sale agreement comprised of defined assets (including cash and receivables enabling the business to operate immediately after 28 September 2018) and liabilities, content business agreements and operational business agreements (as well as transfer of the intellectual property rights related to these agreements), customer contracts and the customer database. No employees transferred from Showmax BV to Showmax Poland BV; the employees employed by Showmax CEE Sp. z o.o. remained so employed.

The shares sold pursuant to the business and share sale agreement were all of the shares in Showmax CEE Sp. z o.o., which was prior to 28 September 2018 a wholly owned Polish subsidiary of Showmax BV. The purchase price paid by Showmax Poland BV to Showmax BV on 28 September 2018 for the purchase of the business and shares sold under the business and share sale agreement was a nominal price of one US dollar.

Showmax BV provided warranties to Showmax Poland BV relating to ownership and title, encumbrances, capacity and authority. Showmax Poland BV provided capacity and authority warranties.

Showmax Poland BV undertook to comply with consumer protection and data protection laws applicable to the transfer of the business, as well as to make the required notifications and obtain the required authorisations to conduct such business, including those required in respect of the Dutch Media Authority.

The business and share sale agreement is governed by Dutch law and disputes thereunder are subject to the jurisdiction of the courts of Amsterdam.

Transfer Agreement

Title to the shares in Showmax CEE Sp. z o.o. transferred from Showmax BV to Showmax Poland BV by way of a transfer agreement governed by Dutch law. The transfer agreement was executed and became effective on 28 September 2018.

Ancillary agreements

• Showmax BV and Showmax Poland BV agreed to enter into a software license agreement as soon as reasonably possible after 28 September 2018. The licence to be granted is for use in Poland of a software platform for on-demand streaming or temporary download of televisions shows, movies or other audio-visual material through an internet connection. The intention is that the software licence agreement shall be terminated within six months following 28 September 2018, and thereafter a clone of the platform will be transferred to Showmax Poland BV.

• In addition, Showmax BV and Showmax Poland BV will enter into a research and development agreement relating to the development and servicing of the abovementioned platform, and an intercompany agreement concerning operational support (including licensing of any trade marks and domain names).

• At the request of Showmax Poland BV, and subject to the terms of a definitive agreement to be entered into after 28 September 2018, Showmax BV may provide certain transitional services Showmax Poland BV in order for it to operate the business sold under the business and share sale agreement.

3. MIHH SHARE FOR SHARE AGREEMENT

The MIHH Share for Share Agreement was entered into and signed between MIHH and the Company on 28 September 2018, in terms of which agreement:

• MIHH transferred to the Company the issued shares held by it in the capital of MCSA, Irdeto SA, Main Street 484, Irdeto BV, Showmax BV, MAH BV, DMT, MultiChoice Botswana and MultiChoice Namibia (collectively the “Company Shares”);

• MIHH transferred to the Company the issued shares held by it in the capital of NMS (the “NMS Shares”); and, the Company will alloted and issued 438 837 468 Shares in the authorised but unissued share capital of the Company to MIHH in exchange for the transfer of the Company Shares and the NMS Shares by MIHH to the Company.

All steps for the transfer of the Company Shares were implemented on 28 September 2018 and the transfer of the NMS Shares was implemented on 8 November 2018. The allotment and issue by the Company to MIHH of 438 837 467 Shares in exchange for the transfer of the Company Shares and the NMS Shares by MIHH to the

265

Company, was implemented on 8 November 2018 and a share certificate in respect of these shares was issued by the Company to MIHH on 29 November 2018.

MIHH provided warranties to the Company relating to ownership, title and encumbrances.

In relation to MultiChoice Botswana, RSM Proprietary Limited, registration number 92/2190, a company incorporated in accordance with the laws of the Republic of Botswana (“RSM”) is the registered holder of 49 ordinary shares in the capital of MultiChoice Botswana that are beneficially owned by MIHH (“RSM Shares”) (which shares, for the avoidance of doubt, is included in the Company Shares in respect of MultiChoice Botswana to be transferred by MIHH to the Company in terms of the share for share agreement). In terms of a written sale of shares and claims agreement entered into between MIHH and RSM on or about 25 November 2016 (the “RSM Sale Agreement”), RSM remained the registered holder of the RSM Shares for the benefit and on behalf of MIHH until such time as MIHH advises RSM to transfer the RSM Shares to MIHH or any third party. Pursuant to the transfer of all of the Company Shares in respect of MultiChoice Botswana by MIHH to the Company in terms of theMIHH Share for Share Agreement, it was agreed that: (i) RSM must remain the registered holder of the RSM Shares and hold the RSM Shares for the benefit and on behalf of the Company; and (ii) MIHH cedes, transfers and assigns all of its rights in terms of the RSM Sale Agreement to the Company.

4. DEED OF ISSUANCE AND CONTRIBUTION

On 26 October 2018, the Company, MCGH BV, MAH BV, Irdeto BV and Showmax BV executed a Dutch notarial deed of issuance of a share and contribution in terms of which:

• MCGH BV issues to the Company one share in the capital of MCGH BV at a nominal value of one USD cent (“New Share”) in exchange for an obligation to pay expressed in cash of one USD cent (the “Issuance Obligation To Pay”);

• the Issuance Obligation To Pay and the Incorporation Obligation to Pay (as defined below) are fulfilled by a non-cash contribution made and transferred by the Company to MCGH BV, consisting of the shares held by the Company in MAH BV, Irdeto BV and Showmax BV (“Dutch Shares”);

• prior to implementing the issue of the New Share, the entire issued share capital of MCGH BV (consisting of one share) was held by the Company and issued at one USD cent (“Existing Share”). The subscription price for the Existing Share was not paid up and an obligation to pay arose between MCGH BV and the Company (the “Incorporation Obligation To Pay”). MCGH BV and the Company agreed that the Incorporation Obligation To Pay shall, in addition to the Issuance Obligation To Pay, be settled by the transfer of the Dutch Shares to MCGH BV.

The Company provided warranties customary for a transaction of this nature to MCGH BV including warranties relating to ownership, title and encumbrances of the Dutch Shares and the valid registration of each of MAH BV, Irdeto BV and Showmax BV.

5. SHARE FOR SHARE AGREEMENT BETWEEN THE COMPANY AND TREASURYCO

A share-for-share agreement was entered into and signed between the Company and TreasuryCo on 29 November 2018, in terms of which agreement:

• the Company transferred to TreasuryCo the issued shares held by it in the capital of MultiChoice Botswana and MCGH BV (collectively, the “TreasuryCo Shares”). The transfer of the TreasuryCo Shares was completed on 29 November 2018. In respect of MCGH BV, a Dutch notarial deed of transfer of shares was executed, whereby all shares in the capital of MCGH BV were transferred by the Company to TreasuryCo; and

• TreasuryCo allotted and issued two ordinary shares in the authorised but unissued share capital of TreasuryCo to the Company in exchange for the transfer of the TreasuryCo Shares by the Company to TreasuryCo. This allotment and issue was completed on 6 December 2018.

All steps for the transfer of the TreasuryCo Shares were implemented on 29 November 2018. The allotment and issue by TreasuryCo to the Company of two ordinary shares in exchange for the transfer of the TreasuryCo Shares by the Company to TreasuryCo, was implemented on 6 December 2018.

The Company provided warranties to TreasuryCo relating to ownership, title and encumbrances.

In relation to MultiChoice Botswana, pursuant to the transfer of all of the TreasuryCo Shares in respect of MultiChoice Botswana by the Company to TreasuryCo in terms of the share for share agreement, it was agreed that: (i) RSM must remain the registered holder of the RSM Shares and hold the RSM Shares for the benefit and on behalf of TreasuryCo; and (ii) the Company cedes, transfers and assigns all of its rights in terms of the RSM Sale Agreement to TreasuryCo.

For further information on Restructure and related documents and agreements, see “Part VII – Restructuring and Formation of the Group” to this Pre-listing Statement.

266

6. PN MCSA SUBSCRIPTION AGREEMENT

On 26 November 2018, PN 1, PN 2 and MCSA entered into the PN MCSA Subscription Agreement, pursuant to which PN 1 will subscribe for 4.17% and PN 2 will subscribe for 2.08%, of the total issued ordinary shares in MCSA after their issue. The subscription price for the issue is nominal as MCSA wishes to recognise the support of the PN shareholders to MCSA over the years and to reinforce the Group’s commitment to B-BBEE. As a result of the subscription, PN will collectively hold 25% of the issued ordinary shares in MCSA.

MCSA provides standard title and ownership warranties to each of PN 1 and PN 2 with respect to the subscriptions and all parties warrant their capacity and authority to conclude the agreement.

The subscription is conditional on a number of conditions precedent, including the approval and implementation of the Unbundling which includes the listing of the Shares on the JSE. Provided all conditions precedent are timeously fulfilled or waived, MCSA will issue the shares to PN 1 and PN 2 on the same day as the Unbundling is implemented.

267

Annexe 18

ADS FACILITY

Description of ADSs

The Bank of New York Mellon, as depositary, will register and deliver ADSs. Each ADS will represent one Shares (or a right to receive one Shares) deposited with either of FirstRand Bank Ltd and Standard Bank of South Africa, as custodian for the depositary in South Africa. Each ADS will also represent any other securities, cash or other property which may be held by the depositary. The deposited Shares together with any other securities, cash or other property held by the depositary are referred to as the deposited securities. The depositary’s office at which the ADSs will be administered and its principal executive office are located at 240 Greenwich Street, New York, NY 10286.

A person may hold ADSs either (A) directly (i) by having an ADR, which is a certificate evidencing a specific number of ADSs, registered in his/her name, or (ii) by having uncertificated ADSs registered in his/her name, or (B) indirectly by holding a security entitlement in ADSs through his/her broker or other financial institution that is a direct or indirect participant in The Depository Trust Company (“DTC”). If the ADS holder holds the ADSs indirectly, he/she must rely on the procedures of his/her broker or other financial institution to assert the rights of ADS holders described herein. The ADS holder should consult with his/her broker or financial institution to find out what those procedures are.

Registered holders of uncertificated ADSs will receive statements from the depositary confirming their holdings.

As an ADS holder, the Company will not treat him/her as one of its Shareholders and he/she will not have shareholder rights which are governed by South African law. The depositary will be the holder of the Shares underlying his/her ADSs. As a registered holder of ADSs, he/she will have ADS holder rights. A deposit agreement between the Company, the depositary, ADS holders and all other persons indirectly or beneficially holding ADSs, sets out ADS holder rights as well as the rights and obligations of the depositary. New York law governs the deposit agreement and the ADSs.

The following is a summary of the material provisions of the deposit agreement. For more complete information, ADS holders may find the registration statement and the deposit agreement on the US Security Exchange Commission’s website at http://www.sec.gov.

Dividends and other distributions

How will ADS holders receive dividends and other distributions on the Shares?

The depositary has agreed to pay or distribute to ADS holders the cash dividends or other distributions it or the custodian receives on Shares or other deposited securities, upon payment or deduction of its fees and expenses. ADS holders will receive these distributions in proportion to the number of Shares their ADSs represent.

Cash

The depositary will convert any cash dividend or other cash distribution the Company pays on the Shares into USD, if it can do so on a reasonable basis and can transfer the USD to the United States. If that is not possible or if any government approval is needed and is not be obtained, the deposit agreement allows the depositary to distribute the foreign currency only to those ADS holders to whom it is possible to do so. It will hold the foreign currency it does not convert for the account of the ADS holders who have not been paid. It will not invest the foreign currency and it will not be liable for any interest.

Before making a distribution, any withholding taxes, or other governmental charges that must be paid will be deducted. For further information, see “Part  XIV – Taxation” of this Pre-listing Statement. The depositary will distribute only whole US dollars and cents and will round fractional cents to the nearest whole cent. If the exchange rates fluctuate during a time when the depositary cannot convert the foreign currency, ADS holders may lose some of the value of the distribution.

Shares

The depositary may distribute additional ADSs representing any Shares the Company distributes as a dividend or free distribution. The depositary will only distribute whole ADSs. It will sell Shares which would require it to deliver a fraction of an ADS (or ADSs representing those Shares) and distribute the net proceeds in the same way as it does with cash. If the depositary does not distribute additional ADSs, the outstanding ADSs will also represent the new Shares. The depositary may sell a portion of the distributed Shares (or ADSs representing those Shares) sufficient to pay its fees and expenses in connection with that distribution.

268

Rights to purchase additional Shares

If the Company offers holders of its securities any rights to subscribe for additional Shares or any other rights, the depositary may (i) exercise those rights on behalf of ADS holders, (ii) distribute those rights to ADS holders or (iii) sell those rights and distribute the net proceeds to ADS holders, in each case after deduction or upon payment of its fees and expenses. To the extent the depositary does not do any of those things, it will allow the rights to lapse. In that case, ADS holders will receive no value for them. The depositary will exercise or distribute rights only if the Company asks it to and provide satisfactory assurances to the depositary that it is legal to do so. If the depositary will exercise its rights, it will purchase the securities to which the rights relate and distribute those securities or, in the case of Shares, new ADSs representing the new Shares, to subscribing ADS holders, but only if ADS holders have paid the exercise price to the depositary. US securities laws may restrict the ability of the depositary to distribute rights or ADSs or other securities issued on exercise of rights to all or certain ADS holders, and the securities distributed may be subject to restrictions on transfer.

Other distributions

The depositary will send to ADS holders anything else the Company distributes on deposited securities by any means it thinks is legal, fair and practical. If it cannot make the distribution in that way, the depositary has a choice. It may decide to sell what the Company distributed and distribute the net proceeds, in the same way as it does with cash. Or, it may decide to hold what the Company distributed, in which case ADSs will also represent the newly distributed property. However, the depositary is not required to distribute any securities (other than ADSs) to ADS holders unless it receives satisfactory evidence from the Company that it is legal to make that distribution. The depositary may sell a portion of the distributed securities or property sufficient to pay its fees and expenses in connection with that distribution. US securities laws may restrict the ability of the depositary to distribute securities to all or certain ADS holders, and the securities distributed may be subject to restrictions on transfer.

The depositary is not responsible if it decides that it is unlawful or impractical to make a distribution available to any ADS holders. The Company has no obligation to register ADSs, Shares, rights or other securities under the Securities Act. The Company also has no obligation to take any other action to permit the distribution of ADSs, Shares, rights or anything else to ADS holders. This means that the ADS holder may not receive the distributions the Company makes on its Shares or any value for them if it is illegal or impractical for the Company to make them available to the ADS holder.

Deposit, withdrawal and cancellation

How are ADSs issued?

The depositary will deliver ADSs if the ADS holder or his/her broker deposits Shares or evidence of rights to receive Shares with the custodian. Upon payment of its fees and expenses and of any taxes or charges, such as stamp taxes or stock transfer taxes or fees, the depositary will register the appropriate number of ADSs and will deliver the ADSs to or upon the order of the person or persons that made the deposit.

How can ADS holders withdraw the deposited securities?

ADS holders may surrender their ADSs to the depositary for the purpose of withdrawal. Upon payment of its fees and expenses and of any taxes or charges, such as stamp taxes or stock transfer taxes or fees, the depositary will deliver the Shares and any other deposited securities underlying the ADSs to the ADS holder or a person the ADS holder designates at the office of the custodian. Or, at his/her request, risk and expense, the depositary will deliver the deposited securities at its office, if feasible. However, the depositary is not required to accept surrender of ADSs to the extent it would require delivery of a fraction of a deposited Share or other security. The depositary may charge him/her a fee and its expenses for instructing the custodian regarding delivery of deposited securities.

How do ADS holders interchange between certificated ADSs and uncertificated ADSs?

The ADS holder may surrender his/her Company ADR to the depositary for the purpose of exchanging his/her Company ADR for uncertificated ADSs. The depositary will cancel that Company ADR and will send to the ADS holder a statement confirming that the ADS holder is the registered holder of uncertificated ADSs. Upon receipt by the depositary of a proper instruction from a registered holder of uncertificated ADSs requesting the exchange of uncertificated ADSs for certificated ADSs, the depositary will execute and deliver to the ADS holder a Company ADR evidencing those ADSs.

269

Voting rights

How do ADS holders vote?

ADS holders may instruct the depositary how to vote the number of deposited Shares their ADSs represent. If the Company requests the depositary to solicit their voting instructions (and the Company is not required to do so), the depositary will notify them of a Shareholders’ meeting and send or make voting materials available to them. Those materials will describe the matters to be voted on and explain how ADS holders may instruct the depositary how to vote. For instructions to be valid, they must reach the depositary by a date set by the depositary. The depositary will try, as far as practical, subject to the laws of South Africa and the provisions of the Company’s MOI or similar documents, to vote or to have its agents vote the Shares or other deposited securities as instructed by ADS holders. If the Company does not request the depositary to solicit their voting instructions, they can still send voting instructions, and, in that case, the depositary may try to vote as they instruct, but it is not required to do so.

Except by instructing the depositary as described above, ADS holders will not be able to exercise voting rights unless they surrender their ADSs and withdraw the Shares. However, they may not know about the meeting enough in advance to withdraw the Shares. In any event, the depositary will not exercise any discretion in voting deposited securities and it will only vote or attempt to vote as instructed.

The Company cannot assure ADS holders that they will receive the voting materials in time to ensure that they can instruct the depositary to vote their Shares. In addition, the depositary and its agents are not responsible for failing to carry out voting instructions or for the manner of carrying out voting instructions. This means that ADS holders may not be able to exercise voting rights and there may be nothing they can do if their Shares are not voted as they requested.

In order to give ADS holders a reasonable opportunity to instruct the depositary as to the exercise of voting rights relating to Shares, if the Company requests the depositary to act, the Company agrees to give the depositary notice of any such meeting and details concerning the matters to be voted upon at least 30 days in advance of the meeting date.

As described under “Part XIII – Incorporation and Share Capital – Variable Voting Structure”, the Company may limit voting rights of foreign Shareholders. If the limitation procedure is implemented, the voting rights of all ADS holders will be reduced, regardless of whether or not they are Foreign Shareholders. Unless the Company and the depositary determine otherwise in accordance with applicable law, all ADRs evidencing ADSs and all confirmations relating to uncertificated ADSs will bear a legend to the following effect:

“PURSUANT TO A PROVISION OF ITS MEMORANDUM OF INCORPORATION, THE COMPANY IS PERMITTED TO REDUCE THE VOTING RIGHTS OF THE DEPOSITED SHARES SO THAT THE AGGREGATE VOTING POWER OF SHARES THAT ARE PRESUMPTIVELY OWNED OR HELD BY FOREIGNERS TO SOUTH AFRICA (AS ENVISAGED IN THE MEMORANDUM OF INCORPORATION) WILL NOT EXCEED TWENTY PERCENT OF THE TOTAL VOTING POWER IN THE COMPANY, IN ORDER TO ENSURE COMPLIANCE WITH CERTAIN STATUTORY REQUIREMENTS APPLICABLE IN SOUTH AFRICA. FOR THIS PURPOSE, THE COMPANY WILL PRESUME THAT ALL DEPOSITED SHARES ARE OWNED OR HELD BY FOREIGNERS TO SOUTH AFRICA, REGARDLESS OF THE ACTUAL NATIONALITY OF THE ADS HOLDER.”

270

Fees and expenses

Persons depositing or withdrawing Shares or ADS holders must pay: For:

USD5.00 (or less) per 100 ADSs (or portion of 100 ADSs)

Issuance of ADSs, including issuances resulting from a distribution of Shares or rights or other property

Cancellation of ADSs for the purpose of withdrawal, including if the deposit agreement terminates

USD.05 (or less) per ADS Any cash distribution to ADS holders

A fee equivalent to the fee that would be payable if securities distributed to ADS holders had been Shares and the Shares had been deposited for issuance of ADSs

Distribution of securities distributed to holders of deposited securities (including rights) that are distributed by the depositary to ADS holders

USD05 (or less) per ADS per calendar year Depositary services

Registration or transfer fees Transfer and registration of Shares on the Company’s securities register to or from the name of the depositary or its agent when ADS holders deposit or withdraw Shares

Expenses of the depositary Cable and facsimile transmissions (when expressly provided in the deposit agreement)

Converting foreign currency to US dollars

Taxes and other governmental charges the depositary or the custodian has to pay on any ADSs or Shares underlying ADSs, such as stock transfer taxes, stamp duty or withholding taxes

As necessary

Any charges incurred by the depositary or its agents for servicing the deposited securities

As necessary

The depositary collects its fees for delivery and surrender of ADSs directly from investors depositing Shares or surrendering ADSs for the purpose of withdrawal or from intermediaries acting for them. The depositary collects fees for making distributions to investors by deducting those fees from the amounts distributed or by selling a portion of distributable property to pay the fees. The depositary may collect its annual fee for depositary services by deduction from cash distributions or by directly billing investors or by charging the book-entry system accounts of participants acting for them. The depositary may collect any of its fees by deduction from any cash distribution payable (or by selling a portion of securities or other property distributable) to ADS holders that are obligated to pay those fees. The depositary may generally refuse to provide fee-attracting services until its fees for those services are paid.

From time to time, the depositary may make payments to the Company to reimburse it for costs and expenses generally arising out of establishment and maintenance of the ADS programme, waive fees and expenses for services provided to the Company by the depositary or Share revenue from the fees collected from ADS holders. In performing its duties under the deposit agreement, the depositary may use brokers, dealers, foreign currency dealers or other service providers that are owned by or affiliated with the depositary and that may earn or share fees, spreads or commissions.

The depositary may convert currency itself or through any of its affiliates and, in those cases, acts as principal for its own account and not as agent, adviser, broker or fiduciary on behalf of any other person and earns revenue, including, without limitation, transaction spreads, that it will retain for its own account. The revenue is based on, among other things, the difference between the exchange rate assigned to the currency conversion made under the deposit agreement and the rate that the depositary or its affiliate receives when buying or selling foreign currency for its own account. The depositary makes no representation that the exchange rate used or obtained in any currency conversion under the deposit agreement will be the most favourable rate that could be obtained at the time or that the method by which that rate will be determined will be the most favourable to ADS holders, subject to the depositary’s obligations under the deposit agreement. The methodology used to determine exchange rates used in currency conversions is available upon request.

271

Payment of taxes

ADS holders will be responsible for any taxes or other governmental charges payable on their ADSs or on the deposited securities represented by any of their ADSs. The depositary may refuse to register any transfer of their ADSs or allow them to withdraw the deposited securities represented by their ADSs until those taxes or other charges are paid. It may apply payments owed to them or sell deposited securities represented by their ADSs to pay any taxes owed and they will remain liable for any deficiency. If the depositary sells deposited securities, it will, if appropriate, reduce the number of ADSs to reflect the sale and pay to ADS holders any proceeds, or send to ADS holders any property, remaining after it has paid the taxes.

Tender and exchange offers; redemption, replacement or cancellation of deposited securities

The depositary will not tender deposited securities in any voluntary tender or exchange offer unless instructed to do by an ADS holder surrendering ADSs and subject to any conditions or procedures the depositary may establish.

If deposited securities are redeemed for cash in a transaction that is mandatory for the depositary as a holder of deposited securities, the depositary will call for surrender of a corresponding number of ADSs and distribute the net redemption money to the holders of called ADSs upon surrender of those ADSs.

If there is any change in the deposited securities such as a subdivision, combination or other reclassification, or any merger, consolidation, recapitalisation or reorganisation affecting the issuer of deposited securities in which the depositary receives new securities in exchange for or in lieu of the old deposited securities, the depositary will hold those replacement securities as deposited securities under the deposit agreement. However, if the depositary decides it would not be lawful and practical to hold the replacement securities because those securities could not be distributed to ADS holders or for any other reason, the depositary may instead sell the replacement securities and distribute the net proceeds upon surrender of the ADSs.

If there is a replacement of the deposited securities and the depositary will continue to hold the replacement securities, the depositary may distribute new ADSs representing the new deposited securities or ask ADS holders to surrender their outstanding Company ADRs in exchange for new ADRs identifying the new deposited securities.

If there are no deposited securities underlying ADSs, including if the deposited securities are cancelled, or if the deposited securities underlying ADSs have become apparently worthless, the depositary may call for surrender or of those ADSs or cancel those ADSs upon notice to the ADS holders.

Amendment and termination

How may the deposit agreement be amended?

The Company may agree with the depositary to amend the deposit agreement and the Company ADRs without ADS holders’ consent for any reason. If an amendment adds or increases fees or charges, except for taxes and other governmental charges or expenses of the depositary for registration fees, facsimile costs, delivery charges or similar items, or prejudices a substantial right of ADS holders, it will not become effective for outstanding ADSs until 30 days after the depositary notifies ADS holders of the amendment. At the time an amendment becomes effective, ADS holders are considered, by continuing to hold their ADSs, to agree to the amendment and to be bound by the Company ADSs and the deposit agreement as amended.

How may the deposit agreement be terminated?

The depositary will initiate termination of the deposit agreement if the Company instructs it to do so. The depositary may initiate termination of the deposit agreement if:

• 90 days have passed since the depositary told the Company it wants to resign but a successor depositary has not been appointed and accepted its appointment;

• the Company delists its Shares from an exchange on which they were listed and does not list the Shares on another exchange;

• the Company enters insolvency proceedings;

• all or substantially all the value of the deposited securities has been distributed either in cash or in the form of securities;

• there are no deposited securities underlying the ADSs or the underlying deposited securities have become apparently worthless; or

• there has been a replacement of deposited securities.

272

If the deposit agreement will terminate, the depositary will notify ADS holders at least 120 days before the termination date. At any time after the termination date, the depositary may sell the deposited securities. After that, the depositary will hold the money it received on the sale, as well as any other cash it is holding under the deposit agreement, unsegregated and without liability for interest, for the pro rata benefit of the ADS holders that have not surrendered their ADSs. Normally, the depositary will sell as soon as practicable after the termination date.

After the termination date and before the depositary sells, ADS holders can still surrender their ADSs and receive delivery of deposited securities, except that the depositary may refuse to accept a surrender for the purpose of withdrawing deposited securities or reverse previously accepted surrenders of that kind if it would interfere with the selling process. The depositary may refuse to accept a surrender for the purpose of withdrawing sale proceeds until all the deposited securities have been sold. The depositary will continue to collect distributions on deposited securities, but, after the termination date, the depositary is not required to register any transfer of ADSs or distribute any dividends or other distributions on deposited securities to the ADS holders (until they surrender their ADSs) or give any notices or perform any other duties under the deposit agreement except as described in this paragraph.

Limitations on obligations and liability

Limits on our obligations and the obligations of the depositary; limits on liability to holders of ADSs

The deposit agreement expressly limits the Company’s obligations and the obligations of the depositary. It also limits the Company’s liability and the liability of the depositary. The Company and the depositary:

• are only obligated to take the actions specifically set forth in the deposit agreement without negligence or bad faith, and the depositary will not be a fiduciary or have any fiduciary duty to holders of ADSs;

• are not liable if the Company or the depositary is prevented or delayed by law or by events or circumstances beyond the Company’s or the depositary’s ability to prevent or counteract with reasonable care or effort from performing the Company’s or the depositary’s obligations under the deposit agreement;

• are not liable if the Company or the depositary exercises discretion permitted under the deposit agreement;

• are not liable for the inability of any holder of ADSs to benefit from any distribution on deposited securities that is not made available to holders of ADSs under the terms of the deposit agreement, or for any special, consequential or punitive damages for any breach of the terms of the deposit agreement;

• have no obligation to become involved in a lawsuit or other proceedings related to the ADSs or the deposit agreement on ADS holders’ behalf or on behalf of any other person;

• may rely upon any documents the Company or the depositary believes in good faith to be genuine and to have been signed or presented by the proper person;

• are not liable for the acts or omissions of any securities depository, clearing agency or settlement system; and

• the depositary has no duty to make any determination or provide any information as to the Company’s tax status, or any liability for any tax consequences that may be incurred by ADS holders as a result of owning or holding ADSs or be liable for the inability or failure of an ADS holder to obtain the benefit of a foreign tax credit, reduced rate of withholding or refund of amounts withheld in respect of tax or any other tax benefit.

In the deposit agreement, the Company and the depositary agree to indemnify each other under certain circumstances.

Requirements for depositary actions

Before the depositary will deliver or register a transfer of ADSs, make a distribution on ADSs, or permit withdrawal of Shares, the depositary may require:

• payment of stock transfer or other taxes or other governmental charges and transfer or registration fees charged by third parties for the transfer of any Shares or other deposited securities;

• satisfactory proof of the identity and genuineness of any signature or other information it deems necessary; and

• compliance with regulations it may establish, from time to time, consistent with the deposit agreement, including presentation of transfer documents.

The depositary may refuse to deliver ADSs or register transfers of ADSs when the transfer books of the depositary or the Company’s transfer books are closed or at any time if the depositary or the Company thinks it advisable to do so.

273

ADS holders’ right to receive the Shares underlying their ADSs

ADS holders have the right to cancel their ADSs and withdraw the underlying Shares at any time except:

• when temporary delays arise because: (i) the depositary has closed its transfer books or the Company has closed its transfer books; (ii) the transfer of Shares is blocked to permit voting at a Shareholders’ meeting; or (iii) the Company is paying a dividend on its Shares;

• when ADS holders owe money to pay fees, taxes and similar charges; or

• when it is necessary to prohibit withdrawals in order to comply with any laws or governmental regulations that apply to ADSs or to the withdrawal of Shares or other deposited securities.

This right of withdrawal may not be limited by any other provision of the deposit agreement.

Direct Registration System

In the deposit agreement, all parties to the deposit agreement acknowledge that:

the Direct Registration System, also referred to as DRS, and Profile Modification System, also referred to as Profile, will apply to the ADSs. DRS is a system administered by DTC that facilitates interchange between registered holding of uncertificated ADSs and holding of security entitlements in ADSs through DTC and a DTC participant. Profile is feature of DRS that allows a DTC participant, claiming to act on behalf of a registered holder of uncertificated ADSs, to direct the depositary to register a transfer of those ADSs to DTC or its nominee and to deliver those ADSs to the DTC account of that DTC participant without receipt by the depositary of prior authorisation from the ADS holder to register that transfer.

In connection with and in accordance with the arrangements and procedures relating to DRS/Profile, the parties to the deposit agreement understand that the depositary will not determine whether the DTC participant that is claiming to be acting on behalf of an ADS holder in requesting registration of transfer and delivery as described in the paragraph above has the actual authority to act on behalf of the ADS holder (notwithstanding any requirements under the Uniform Commercial Code). In the deposit agreement, the parties agree that the depositary’s reliance on and compliance with instructions received by the depositary through the DRS/Profile system and in accordance with the deposit agreement will not constitute negligence or bad faith on the part of the depositary.

Shareholder communications; inspection of register of holders of ADSs

The depositary will make available for ADS holders’ inspection at its office all communications that it receives from the Company as a holder of deposited securities that it makes generally available to holders of deposited securities. The depositary will send them copies of those communications or otherwise make those communications available to them if the Company asks it to so. ADS holders have a right to inspect the register of holders of ADSs, but not for the purpose of contacting those holders about a matter unrelated to the Company’s business or the ADSs.

274

Annexe 19

KING CODE REGISTER

King Code

Preamble

The Board recognises the link between effective governance, sustainable performance and the creation of long-term value for all of its stakeholders. The Board is committed to the principles of transparency, integrity, fairness and accountability, and recognises the need to implement good corporate governance principles. The Board, therefore, seeks to apply the principles as set out in the King Code.

The Company has performed an assessment of the application of the principles set out in King Code. The assessment is reflected below together with key actions envisaged to achieve application, where gaps exist.

Principle Applied Comments

1. The governing body should lead ethically and effectively.

Applied The Directors, overseen by the chairperson, hold each another accountable for decision-making and ethical behaviour. They individually and collectively demonstrate integrity, competence, responsibility, accountability, fairness and transparency to provide effective leadership, which, together with management, assists in achieving strategic objectives. The induction of new Directors and ongoing training ensures Directors have the necessary knowledge and competence to fulfil their duties.

Adequate information is provided in the Board and committee papers. Regular progress reports are provided to Board members for the individual business units and on new trends.

The Group company secretary and Group general counsel provide professional and independent guidance to the Board collectively, and each Director individually, on their duties and responsibilities, and draw their attention to relevant legislation and regulations.

The Board will ensure proper disclosure of how it exercises its governance role. The Board and its committees monitor financial, environmental, social and governance matters, as well as risks and opportunities.

2. The governing body should govern the ethics of the organisation in a way that supports the establishment of an ethical culture.

Applied The Board sets the tone at the top and is responsible for the monitoring and governance of the ethics of the Company that it results in the outcomes envisaged by King IV, which is detailed in its terms of reference.

The Group’s values, code of business ethics and conduct (the Code) and related policies encompass its interaction with internal and external stakeholders and broader society. The Group conducts its business dealings on the basis of compliance with applicable law, and proper regard for ethical business practices.

Management teams across the Group understand and apply the Code and create and maintain awareness of the Code and whistleblower policy. Reference to the Code is included in the contracts of new employees of Major Subsidiaries, and in the induction process for new employees. The Code applies to the recruitment, performance evaluation and reward processes. Management teams are required to monitor adherence to the Code and apply a zero-tolerance policy to violations. Sanctions are in place and the necessary action is taken, which includes prosecuting to the fullest extent of the law when appropriate.

275

Principle Applied Comments

Reference to our ethical values is included in third-party procurement contracts of some Major Subsidiaries. Contractors, agents and consultants who work with any Group company are expected to follow the same standards of business conduct. Group companies may require specific steps to be taken, including, where appropriate, due diligence checks and specific contractual terms for certain types of contractors, agents and consultants.

The risk management function monitors the Group’s whistleblower facility operated by Deloitte’s Tip-offs Anonymous. Where appropriate, internal audit and/or external forensic consultants investigate reported matters. Significant allegations and fraud are reported to the Audit and Risk Committees. The Social and Ethics Committee receives reports on whistleblower activity and ethics. Internal audit and risk support provide the Social and Ethics Committee and Human Resources and Remuneration Committee with an assessment of the Group’s ethics performance annually.

3. The governing body should ensure that the organisation is, and is seen to be a responsible corporate citizen.

Applied The Board, assisted by the Social and Ethics Committee, ensures that the Company is, and is seen to be, a responsible corporate citizen by having regard to not only the financial aspects of the business of the Company, but also the impact that business operations have on the environment and the society within which it operates.

The Group’s sustainable development policy includes the responsibility for corporate citizenship and the group’s purpose, values and strategy are aligned with the principles of responsible corporate citizenship.

The Group’s businesses manage numerous corporate citizenship initiatives affecting the workplace, economy, society and environment, including: broad-based black economic transformation (B-BBEE) and employment equity performance for South African subsidiaries; local employment, health and safety laws; employee development opportunities; responsible tax policy; fraud and anti-bribery and anti-corruption initiatives; initiatives to minimise impact on the environment; and corporate social investment initiatives contribute to the societies in which our businesses operate.

4. The governing body should appreciate that the organisation’s core purpose, its risks and opportunities, strategy, business model, performance and sustainable development are all inseparable elements of the value creation process.

Applied The Company’s ability to create value in a sustainable manner is illustrated throughout its business model.

The Board is responsible for MultiChoice’s performance by steering and providing strategic direction and overseeing the adoption of strategy and plans (which originate from management). Annually, the Board approves the strategy, objectives and business plans for the ensuing financial year. Management is responsible to implement the plans and is incentivised to do so through annual performance-related incentives linked to the Group’s objectives and strategy.

In approving the strategy, the Board takes into account sustainability aspects in long-term planning, risks and opportunities, and legitimate and reasonable interests of material stakeholders.

The business plan covers short-term, medium-term and longer-term aspects such as investing in technologies of the future. The business plan is a bottomup/topdown inclusive process. It focuses on the sustainability of the businesses, taking account of changing economic, competitive, technological and other market conditions.

The Board oversees implementation of the strategy and business plan by management against agreed performance measures and targets. Performance is monitored via regular financial updates, business segment progress reports and presentations at Board meetings.

276

Principle Applied Comments

Risk management, including implantation of controls, is an integral part of the business. In its deliberations the Board, assisted by its committees, considers the overall sustainability of the Group from a ‘people, profit and planet’ perspective.

5. The governing body should ensure that reports issued by the organisation enable stakeholders to make informed assessments of the organisation’s performance, and its short-, medium- and long-term prospects.

Applied The chairs of the Board’s committees are required to report to the Board at each scheduled Board meeting, keeping the Board apprised of developments in terms of their mandates.

The Company’s integrated annual report will contain an assessment of its performance, measured against its objectives. The Audit Committee, and ultimately the Board, is responsible for overseeing reporting (including the audit and integrated report processes) and approving management’s determination of reporting frameworks and basis for determining materiality. International Financial Reporting Standards will be used for financial reporting purposes in accordance with JSE Listings Requirements, and the international integrated reporting framework, as endorsed by King IV, will be used in the preparation of the integrated annual report.

To assist the Board in ensuring the integrity of the integrated annual report, the Audit Committee reviews this report prior to making a recommendation to the Board for approval. The Group’s external auditor, PwC, audits or reviews, as appropriate, external financial reporting and material non-financial information included in the integrated annual report. B-BBEE scorecards are issued by EmpowerLogic for the South African businesses.

6. The governing body should serve as the focal point and custodian of the corporate governance in the organisation.

Applied The Board is the focal point and custodian of corporate governance exercises its leadership and oversight role by annually approving the strategy and the business plan and overseeing implementation. Its role, responsibilities, membership requirements and procedural conduct are documented and are set out in the Board Charter which it regularly reviews to guide its effective functioning. Further aspects of governance are addressed with greater impetus through the established Board sub-committees, for example, the Audit Committee, the Risk Committee and the Human Resources and Remuneration Committee. All board policies, and the Board and committee charters will be reviewed annually.

Accountability for the Group’s performance is ensured by its financial reporting and integrated annual report, together with disclosure information to be found on the corporate website.

Board-approved policies set out the processes to be followed for:

• any of its members or committees to obtain independent, external professional advice at the cost of the Group on matters within the scope of their duties.

• its non-executive members for requisitioning documentation from, and setting meetings with, management.

277

Principle Applied Comments

7. The governing body should comprise the appropriate balance of knowledge, skills, experience, diversity and independence for it to discharge its governance role and responsibilities objectively and effectively.

Applied On at least an annual basis, the Board and its sub-committees must consider their composition in terms of balance of skills, experience, diversity, independence and knowledge and whether this enables them to effectively discharge their role and responsibilities as per the Board Diversity Policy. The composition of the Board (including board member rotation), in accordance with the Board Charter, is reviewed annually by the Nomination Committee, which will make recommendations to the Board. Composition is considered holistically, taking into account of all aspects of diversity (including gender and race) in terms of its diversity policy, and capitalising on differences in the skills, geographical and industry experience of its members. The chief executive and financial director are Board members. The Board is satisfied that there is a balance of skills, experience, diversity, independence and knowledge needed to discharge its role and responsibilities.

Through the annual self-assessment of the Board and its sub-committees, the knowledge and skills set will be evaluated and improved where required. Furthermore, where necessary subject matter experts are available for matters requiring specialised guidance.

An executive chair has been appointed. The executive chair has valuable group, industry and regulatory intellectual capital and know-how to ensure the future development and progression of the business. In the event of the chair being unable to perform his duties or being conflicted, the lead independent Director takes over as an interim measure until a new candidate has been determined or the chair is able to resume his responsibilities. In the annual review of Board and committee composition, succession planning, including upcoming retirements, are considered and, where appropriate, new appointees are identified. All aspects of diversity are considered in succession planning, while training requirements are considered in developing executive and non-executive Directors.

The nomination, election and appointment processes are formal and transparent, and include a fit-and-proper test. Formal terms of appointment are in place for each non-executive Director.

The Nomination Committee and Board evaluate the categories of Directors annually, categorising Directors as executive, non-executive and/or independent. The independence of non-executive Directors serving for longer than nine years will require formal assessed annually.

CVs of all Directors will be available on the Group’s website.

8. The governing body should ensure that its arrangements for delegation within its own structures promote independent judgement, and assist with balance of power and the effective discharge of its duties.

Applied The Board and its standing Executive, Audit, Risk, Human Resources and Remuneration, Nomination, and Social and Ethics Committees fulfil key roles in ensuring good corporate governance in line with King IV. There is a clear balance of power to ensure that no individuals have undue decision-making powers.

Charters are approved by the Board for all committees and are to be reviewed annually. Committee charters deal with composition, role and responsibilities, delegated authority, meeting procedures, right to obtain professional advice, and performance evaluation arrangements. All committee members are Board members. This is in line with the Companies Act requirements. Committees report to the Board at each scheduled Board meeting. There is overlapping membership between all committees for more effective functioning. Delegating responsibilities does not discharge the Board’s accountability, and the Board’s collective mind is applied to information, opinions, recommendations, reports and statements presented to it.

278

Principle Applied Comments

Members of the executive and Senior Management are invited to committee meetings to provide information and insights in their areas of responsibility. Any Board member is entitled to attend any committee meeting as an observer, subject to agreement by the chair of that committee. However, they do not have a vote and are not entitled to fees for attendance.

The Audit Committee has the power to make decisions on its statutory duties, and is accountable for its performance in this regard. The Board is ultimately accountable for other responsibilities delegated to the Audit Committee. The external audit partner and head of internal audit and risk support have unrestricted access to the chair of the Audit Committee, which meets separately with auditors twice a year.

Committee related disclosures required by King IV will be made in the integrated annual report, including that it is satisfied that the auditor is independent.

9. The governing body should ensure that the evaluation of its own performance and that of its committees, its chair and its individual members, support continued improvement in its performance and effectiveness.

Applied The Board and all sub-committees’ charters include the onus of annual assessments. Assessments of the performance by the Board, its sub-committees and the company secretary will be conducted every second year, however, performance in generally will be considered every year as part of the review of the composition of the Board and its committees. The lead independent Director will head the evaluation of the chair.

10. The governing body should ensure that the appointment of, and delegation to, management contribute to role clarity and effective exercise of authority and responsibilities.

Applied The Board is satisfied that the Company is appropriately resourced and that its delegation to management contributes to an effective arrangement by which authority and responsibilities are exercised.

The Board approves the appointment of the chief executive and the financial director. The Human Resources and Remuneration Committee is required to consider the performance of the chief executive and financial director annually against agreed performance incentive objectives. The Audit Committee is required to consider the performance of the financial director and the finance function and will report thereon in its report included in the integrated report.

The Board approves the Group levels of authority annually, which include delegated authorities to the Group chief executive. The Board evaluates the overall performance of the chief executive and financial director. The integrated annual report will disclose performance measures for the chief executive, financial director and chief investment officer. Executive Directors are also assessed in their capacity as Directors as part of the annual individual Directors’ evaluation process.

Succession plans, including interim appointees, for the chief executive and senior executives are reviewed annually by the Human Resources and Remuneration Committee.

279

Principle Applied Comments

The Board appoints the fulltime company secretary. The office of the company secretary is empowered and carries the necessary authority. The company secretary has the necessary competence, gravitas and objectivity to provide independent guidance and support. The company secretary reports to the chair on all statutory duties and functions performed for the Board. On other duties and administrative matters, the company secretary reports to the Group’s financial director. The performance and independence of the company secretary is evaluated annually by the Human Resources and Remuneration Committee, Nomination Committee and the Board.

11. The governing body should govern risk in a way that supports the organisation in setting and achieving its strategic objectives.

Applied The Board is aware of the importance of risk management as it is linked to the strategy, performance and sustainability of the business. Accordingly, risks are identified and managed within acceptable parameters.

The Board approves the risk management policy, which is reviewed annually.

Responsibility for managing risks and opportunities is shared by all the Group’s decision-makers, from the Group’s Board to Group and segment CEOs through to other management with delegated responsibilities. Opportunities are identified and reported through various governance structures as part of the oversight process. Risks and opportunities are considered in setting strategy and discussing the annual business plan and budget. Executive management is responsible for identifying, managing and reporting risk. Mitigating controls are in place to address these risks which are monitored on a continuous basis.

The Group’s risk framework, register and heat map drive the reporting process to ensure key objectives are identified and associated risks are considered, assessed and reported.

The Board treats risk as integral to its decisions and in executing its duties and evaluates and determines the nature and extent of risk the Group is willing to take in pursuing its strategic objectives. In strategic decisions, the Group rigorously and regularly assesses risks and opportunities. A robust process is followed in evaluating new opportunities.

The Risk Committee assists the Board in its risk oversight role while the Social and Ethics Committee assists the Board in overseeing the six capitals from a Social and Ethics perspective.

The risk register reported to the Risk Committee details mitigating management actions as appropriate in response to risks. Business continuity is considered a key risk in the Group and is managed accordingly.

Internal audit provides assurance annually on the effectiveness of the risk management processes across the Group.

12. The governing body should govern technology and information in a way that supports the organisation setting and achieving its strategic objectives.

Applied The Company’s IT executive oversees IT and management in the Group. The Board is aware of the importance of technology and information in relation to the Company’s strategy.

The Board approves and annually reviews the IT governance charter and cybersecurity policy. IT governance is integrated in the operations of the Group businesses. Management of each subsidiary or business unit is responsible for ensuring effective processes on IT governance are in place.

280

Principle Applied Comments

The Risk Committee assists the Board with overseeing IT-related matters. IT governance will be a standing point on the Risk Committee agenda. IT objectives have been included in the Risk Committee charter. The Risk Committee considers the risk register, as well as reports on IT from internal audit and risk support and where relevant our legal compliance function.

Compliance with relevant laws and ethical and responsible use of IT are addressed through the Group’s code of business ethics and conduct and legal compliance and data privacy programmes. Data privacy is a high priority.

Internal audit provides assurance to management, the Risk Committee and Board on the effectiveness of IT governance, based on detailed controls to manage identified risks and reduce vulnerability. The Social and Ethics Committee oversees IT from an ethics perspective.

These arrangements for governing and managing IT enable the Risk Committee and Social and Ethics Committee, and ultimately the Board, to oversee the Group’s IT governance.

13. The governing body should govern compliance with applicable laws and adopted, non-binding rules, codes and standards in a way that it supports the organisation being ethical and a good corporate citizen.

Applied The Group has a legal compliance programme that is led by the chief compliance officer and legal compliance teams with support from external consultants. Assurance on the effectiveness of compliance management is received through a combined assurance model. Each segment is required to provide a quarterly legal compliance report to the Group legal compliance function. This report includes an overview of key compliance risk areas and mitigating measures, key compliance regulatory developments and material compliance incidents and investigations. The Group legal compliance function uses these reports to compile a consolidated report that is reviewed by the chief compliance officer and is subsequently provided to the Risk Committee. Reports on legal compliance from a social and ethics perspective are also provided to the Social and Ethics Committee.

These arrangements enable the Risk Committee, and the Board, to oversee the Group’s legal compliance holistically in a way that supports the Group in being an ethical and good corporate citizen.

14. The governing body should ensure that the organisation remunerates fairly, responsibly and transparently so as to promote the achievement of strategic objectives and positive outcomes in the short-, medium- and long-term.

Applied The Board, assisted by the Human Resources and Remuneration Committee, ensures that staff is remunerated fairly, responsibly, transparently and in line with industry standards so as to promote the creation of value in a sustainable manner.

The Board approves and is required to review the remuneration policy annually. The remuneration policy is designed to attract, motivate, reward and retain employees, as well as promote achieving strategic objectives within the Group’s risk appetite and ethical culture. The policy addresses fair and responsible organisation-wide remuneration and sets out all elements of remuneration. The remuneration policy is aligned with King IV’s recommendations and approved by the Board. The remuneration policy will be made available on the corporate website.

Remuneration will be disclosed in a three-part report included in the integrated report: background statement, overview of main provisions of the remuneration policy and an implementation report.

Fees for non-executive Directors for their services are submitted for approval by Shareholders (special resolution) within the two years preceding payment as required by the Companies Act. The remuneration policy and implementation report will be tabled annually for a separate non-binding advisory votes by Shareholders at the AGM.

281

Principle Applied Comments

15. The governing body should ensure that assurance services and functions enable an effective control environment, and that these support the integrity of information for internal decision-making and of the organisation’s external reports.

Applied The Board will provide assurance regarding the integrated annual report and annual financial statements in its statement of responsibility included in the integrated annual report.

The Audit Committee and the Board oversee that assurance services and functions enable an effective control environment and support the integrity of information for internal decision making and the Group’s external reports. Internal audit reports on the internal control environment to the Audit Committee.

The Group follows a combined assurance model, which covers key risks through an appropriate combination of assurance service providers and functions, including line functions that own and manage risks, specialist internal audit and risk support and compliance functions (for the Group and significant businesses), as well as external auditors and other relevant parties, such as regulatory inspectors. This model is linked to key risks and an assessment of combined assurance effectiveness is reported to the Audit and Risk Committees. The company secretary, Group general counsel and external counsel guide the Board on legal requirements.

The head of internal audit is appointed by the Audit Committee. The head of internal audit has unrestricted access to and meets periodically with the chair of this committee.

16. In the execution of its governance roles and responsibilities, the governing body should adopt a stakeholder-inclusive approach that balances the needs, interests and expectations of material stakeholders in the best interests of the organisation over time.

Applied Stakeholder engagement is decentralised and dealt with by the communications, investor relations, corporate secretariat, legal and human resources teams and spokespersons in various Group businesses. Overviews of governing and managing stakeholder relationships and measures to monitor effectiveness are reported to the Social and Ethics Committee. This enables the Board, assisted by the Social and Ethics Committee, to adopt a stakeholder-inclusive approach and monitors management’s process of engagement with identified material stakeholders. The Board considers stakeholders in decisions and the Company is not steered in a direction to adversely affect the natural environment, society or future generations. Managing stakeholder risk is an integral part of group-wide risk management.

The Group will report on all its stakeholders and how it manages stakeholder relationships in the integrated annual report.

The good governance guidelines and annual CEO/CFO sign-off process regulate the Group governance framework.

17. The governing body of an institutional investor organisation should ensure that responsible investment is practiced by the organisation to promote the good governance and the creation of value by the companies in which it invests.

Applied The Group is not an institutional investor.

282

Annexe 20

DEFINITIONS, GLOSSARY AND INTERPRETATION

In this Pre-listing Statement, unless otherwise stated or the context clearly indicates otherwise, the words in the first column have the meanings stated opposite them in the second column, words in the singular shall include the plural and vice versa, words importing one gender include the other genders and references to a person include juristic persons and associations of persons and vice versa:

“Adjusted Trading Profit” Trading Profit adjusted for currency effects;

“Admission” admission by introduction, as a primary listing, in accordance with the JSE Listings Requirements, of all of the issued Shares on the JSE;

“Admission Date” the date of the Admission, which is expected to be Wednesday, 27 February 2019;

“ADR” American Depositary Receipt;

“ADS” American depositary share representing an interest in Naspers “N” Shares or the Company’s Shares, as the context requires, and “ADSs” shall be construed accordingly;

“ARPU” average revenue per user;

“Audit Committee” the audit committee of the Company;

“B-BBEE” broad-based black economic empowerment;

“B-BBEE Act” the South African Broad-based Black Economic Empowerment Act, 53 of 2003 (as amended);

“B-BBEE Shareholders” collectively, PN 1 and PN 2;

“Board” or “Directors” the board of Directors of the Company and “Director” means any member of the Board, as the context so requires;

“Board Charter” the Company’s board charter, which sets out the role, powers, responsibilities and composition of the Board;

“Business” the video entertainment business operations of the Group;

“business day” a day (excluding Saturdays, Sundays and public holidays) on which banks are generally open for business in South Africa;

“Business Hours” the hours between 9:00 and 17:00 (SAST), on a business day;

“Broadcasting Act” the South African Broadcasting Act, 4 of 1999 (as amended);

“Broker” any person registered as a “broking member equities” in terms of the rules of the JSE in accordance with the provisions of the FMA;

“Cabinet” the President, Deputy President and the Ministers of the government of South Africa, from time to time;

“CAGR” compounded annual growth rate;

“CEO” the chief executive officer of the Company from time to time, being Calvo Phedi Mawela as at the Last Practicable Date;

“Certificated Form” recorded in physical paper form on the Register without reference to the Strate System;

“Certificated Shareholders” Shareholders who hold their Shares in Certificated Form;

“CFO” the chief financial officer of the Company from time to time, being Tim Jacobs as at the Last Practicable Date;

283

“CGT” tax on capital gains as levied in accordance with the Income Tax Act;

“Citigroup Global Markets Limited” Citigroup Global Markets Limited, a company incorporated in accordance with the laws of England with registration number 1763297;

“CMA” the Common Monetary Area consisting of South Africa, Namibia and the Kingdoms of Lesotho and eSwatini;

“Companies Act” the South African Companies Act, 71 of 2008 (as amended) together with the South African Companies Regulations of 2011;

“Company” MultiChoice Group Limited, a public company incorporated under the laws of South Africa with registration number 2018/473845/06;

“Company MOI” the Company’s memorandum of incorporation, relevant extracts of which are set out in Annexe 16 to this Pre-listing Statement;

“Company Share Plans” the Share Option Plan and the Restricted Share Plan, as further described in Annexe 12 to this Pre-listing Statement;

“Competition Act” the South African Competition Act, 89 of 1998 (as amended);

“Competition Commission” the South African Competition Commission;

“ Condensed Combined Interim Financial Information”

the financial information of the Group for the period ended 30 September 2018 and 30 September 2017, reviewed by PwC;

“ Combined Historical Financial Information”

the historical financial information of the Group for the three financial years ended 31 March 2018;

“COO” the chief operating officer of the Company from time to time, being Brand De Villiers as at the Last Practicable Date;

“CSDP” a Central Securities Depository Participant, as defined in the South African Financial Markets Act, 19 of 2012 (as amended), appointed by a Shareholder for purposes of, and in regard to, dematerialisation of shares evidenced by physical documents of title into the Strate System;

“Data Subject” any person under POPI Act;

“Dematerialise” the process by which shares in Certificated Form are deposited with a CSDP and documents of title evidencing such shares are replaced by an electronic record of such shares in the Strate Nominee Register;

“Deposit Agreement” the deposit agreement between the Company, Bank of New York Mellon and owners and holders of ADSs;

“Dividends Tax” Dividends Tax in South Africa;

“DMT” Digital Mobile Television Proprietary Limited, a private company incorporated in accordance with the laws of Namibia with registration number 07/035;

“DTH” direct-to-home;

“DTT” digital terrestrial television;

“EAC” the east African community;

284

“EBITDA” earnings before interest (finance costs – net), taxation, depreciation, amortisation, other gains/losses, retention option expenses and share-based compensation charges from equity-settled share compensation plans. Net finance costs include interest paid on borrowings and finance leases, interest received on cash balances, preference dividends received, profits and losses on foreign exchange translations and fair-value adjustments on derivative instruments (mainly foreign exchange contracts). Other gains/losses include dividends received from investments, profits and losses on sale of assets, fair-value adjustments of financial instruments, impairment losses, compensation received from third parties for property, plant and equipment impaired, lost or stolen, and gains or losses on settlement of liabilities;

“ECA” the South African Electronic Communications Act, 36 of 2005 (as amended);

“Entity” any association, business, close corporation, company, concern, enterprise, firm, partnership, trust, undertaking, voluntary association or other similar entity (whether incorporated or unincorporated);

“eSwatini” Kingdom of eSwatini;

“Exchange Act” the US Securities Exchange Act of 1934 (as amended);

“Exchange Control Regulations” the South African Exchange Control Regulations, 1961 as promulgated by Government Notice R.1111 of 1  December  1961 and amended up to Government Notice R.445 of 8 June 2012, in terms of section 9 of the South African Currency and Exchanges Act, 9 of 1933 (as amended);

“Executive Directors” those executive Directors who are identified in “Part IX – Directors, Senior Management and Corporate Governance”;

“Flip-Up” is the intention of the Group to provide further value uplift for the B-BBEE shareholders in MCSA, by way of the Company making an offer to PN shareholders to exchange a portion of their indirect stake in MCSA (prior to the 2018 Empowerment Transaction) for a stake in the Company as more fully set out in “Part VIII – Commitment to Transformation and B-BBEE Transaction”;

“Financial Interest” has the meaning set out in section 1 of the ETA;

“financial year” or “FY” any financial year of the Company for any 12-month period ended on 31 March;

“FinSurv” the Financial Surveillance Departments of the SARB;

“Foreign Entity” any Entity:

• which is incorporated, established or formed in any country other than South Africa; or

• in which any Foreign Person, directly or indirectly, has any Financial Interest or any interest either in voting Shares or paid-up capital, as contemplated in the ECA, which for the avoidance of doubt will include any Entity controlled (as contemplated in the Companies Act) by Foreign Persons;

“Foreign Control Restrictions” as set out in section 64(1) of the ECA, the restriction and limitation placed on the ability of a foreigner to, directly or indirectly:

• exercise control over a holder of a commercial broadcasting service licence in terms of the ECA; and

• have a Financial Interest or an interest in voting Shares or paid-up capital in a holder of a commercial broadcasting service licence in terms of the ECA, from time to time, which restriction and limitation is currently placed at 20%;

“Foreign Person” any natural person who is not a South African Person;

285

“Foreign Shareholder” any:

• Foreign Entity or Foreign Person which holds Shares in the Company; or

• other Entity or Person who has a direct or indirect Financial Interest or interest in voting Shares or paid-up capital of the Company determined by the Board (in its sole discretion) to constitute a “foreigner” for purposes of the Foreign Control Restriction and which entity or person shall, consequently, be deemed to constitute a Foreign Shareholder as envisaged and defined in the Company MOI;

“Forex” foreign exchange;

“FTA” free-to-air;

“GDP” gross domestic product;

“Group” the Company and its subsidiaries, affiliates and associates as it will exist upon Admission;

“HY” half-year or half-yearly financial results of the Group reported on at 30 September each year;

“ Human Resources and Remuneration Committee”

the human resources and remuneration committee of the Company;

“ICASA” Independent Communications Authority of South Africa;

“ICT Charter” a draft charter submitted to the Minister of Communications in April 2005 by the ICT sector;

“ICT” information and communication technology;

“IFRS” the International Financial Reporting Standards and the SAICA Financial Reporting Guidelines as issued by the Accounting Practices Committee and Financial Pronouncements as issued by the Financial Reporting Standards Council;

“Income Tax Act” the South African Income Tax Act, 58 of 1962 (as amended);

“Irdeto BV” Irdeto Holdings B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands with registration number 34122126;

“Irdeto SA” Irdeto South Africa Proprietary Limited, a private company with limited liability incorporated under the laws of South Africa with registration number 2011/002613/07;

“ISIN” international securities identification number;

“IT” information technology;

“Joint Financial Advisers” Citigroup Global Markets Limited and Morgan Stanley, the joint financial advisers to Naspers;

“JSE” the exchange operated by JSE Limited under the South African Financial Markets Act, 19 of 2012 (as amended);

“JSE Limited” JSE Limited, a public company incorporated under the laws of South Africa with registration number 2005/022939/06, licensed to operate as an exchange under the South African Financial Markets Act, 19 of 2012 (as amended);

“JSE Listings Requirements” the listings requirements issued by the JSE under the South African Financial Markets Act, 19 of 2012 (as amended) to be observed by issuers of equity securities listed on the JSE (as amended);

“King Code” the Code of Corporate Practices and Conduct as set out in the King Report on Corporate Governance for South Africa, 2016;

286

“Last Practicable Date” 7 January 2019;

“LatAm” Latin America;

“Liquor Amendment Bill” Liquor Amendment Bill of 2016;

“Main Street 484” Main Street 484 Proprietary Limited, a private company with limited liability incorporated under the laws of South Africa with registration number 2006/031966/07;

“Major Subsidiaries” the major subsidiaries (as defined in the JSE Listings Requirements) of the Company (as they will exist following the Restructure), being MAH BV, MAL, MultiChoice Africa, MultiChoice South Africa Proprietary Limited, MultiChoice Support Services Proprietary Limited and SuperSport;

“MAH BV” MultiChoice Africa Holdings B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands with registration number 34272155;

“MAL” MultiChoice Africa Limited, a company with limited liability which was incorporated under the laws of Mauritius with registration number 43308-C1/GBL the deregistration of which was finalised by November 2018 pursuant to an intragroup re-organisation in the ordinary course between MAL and MAH BV in terms of which MAH BV acquired the operations, assets and liabilities of MAL;

“MCSA” MultiChoice South Africa Holdings Proprietary Limited, a private company with limited liability incorporated under the laws of South Africa with registration number 2006/015293/07;

“MCGH BV” MultiChoice Group Holdings B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands with registration number 72799498;

“MIHH” MIH Holdings Proprietary Limited, a private company with limited liability incorporated under the laws of South Africa with registration number 1993/005613/07;

“MIHH Share for Share Agreement” the share for share agreement entered into between MIHH and the Company dated 28 September 2018, the salient terms of which are summarised in Annexe 17 – Material Contracts;

“M-Net” Electronic Media Network Proprietary Limited, a private company with limited liability incorporated under the laws of South Africa with registration number 1985/002853/07;

“ Morgan Stanley” Morgan Stanley & Co International plc, a company incorporated in accordance with the laws of England with registration number 165935;

“MultiChoice Africa” MultiChoice Proprietary Limited a private company with limited liability incorporated under the laws of South Africa with registration number 1994/009083/07;

“MultiChoice” MultiChoice Proprietary Limited a private company with limited liability incorporated under the laws of South Africa with registration number 1994/009083/07;,

“MultiChoice Botswana” MultiChoice Botswana Proprietary Limited, a private company incorporated in accordance with the laws of Botswana with registration number CO92/2181;

“MultiChoice Namibia” MultiChoice Namibia Proprietary Limited, a private company incorporated in accordance with the laws of Namibia with registration number 91/236;

“Naspers” Naspers Limited, a public company incorporated under the laws of South Africa with registration number 1925/001431/06;

“Naspers Announcement” the announcement issued by Naspers on SENS on [Monday, 21 January 2019] in terms of the implementation of the Unbundling;

287

“Naspers “A” Shares” the “A” ordinary shares in the issued share capital of Naspers, which shares are listed on the JSE;

“Naspers Board” the board of Directors of Naspers;

“Naspers Group” Naspers, its subsidiaries, affiliates and associates as it exists prior to the Unbundling;

“Naspers “N” Shares” the “N” ordinary shares in the issued share capital of Naspers, which shares are listed on the JSE;

“Naspers Shares” collectively, Naspers “A” Shares and Naspers “N” Shares;

“Naspers Shareholders” Shareholders of Naspers Shares, from time to time;

“NAV” net asset value;

“NMS” NMS Insurance Services (SA) Limited, a public company with limited liability incorporated under the laws of South Africa with registration number 2005/026017/06;

“Nominations Committee” the nominations committee of the Company;

“Non-residents” persons not resident in South Africa;

“Operator” a person who processes personal information for a Responsible Party in terms of a contract or mandate, without coming under the direct authority of that party under the POPI Act;

“OTT” over-the-top;

“Overseas Shareholder” a Naspers Shareholder who has a registered address outside South Africa and who is a national, citizen or resident of a country other than South Africa;

“PBS” public broadcasting service;

“PN” collectively PN 1 and PN 2, as described in this Pre-listing Statement;

“PN 1” Phuthuma Nathi Investments (RF) Limited, a ring-fenced, public company incorporated in accordance with the laws of South Africa with registration number 2006/015187/06;

“PN 2” Phuthuma Nathi Investments 2 (RF) Limited, a ring-fenced, public company incorporated in accordance with the laws of South Africa with registration number 2006/036320/06;

“POPI Act” the South African Protection of Personal Information Act, 4 of 2013 (as amended);

“Pre-listing Statement” this Pre-listing Statement consisting of all documents contained in this bound document, including the annexes hereto dated Monday, 21 January 2019, prepared in accordance with the JSE Listings Requirements;

“Protection of Businesses Act” the South African Protection of Businesses Act, No 99 of 1978 (as amended);

“ Pro Forma Financial Information of the Group”

the Pro Forma financial information of the Group;

“PVR” personal video recorder;

“PwC” PricewaterhouseCoopers Inc., a limited liability incorporation incorporated under the laws of South Africa with registration number 1998/012055/21;

“Rand” and “R” the lawful currency of South Africa;

“Responsible Party” a person who determines the purpose of, and means for processing personal information under the POPI Act;

“Rest of Africa” the Group’s division which offers digital satellite, online services and digital terrestrial television services to subscribers in sub-Saharan Africa;

288

“Restricted Share Plan” the MultiChoice Group restricted share plan;

“Register” the register of members of the Company;

“Reporting Accountant” PwC;

“Restructuring” or “Restructure” the restructuring in order to facilitate Admission which includes, inter alia, the transfer of the Business by Naspers to the Company as more fully set out in “Part VII – Restructuring and Formation of the Group”;

“Risk Committee” the risk committee of the Company;

“SAICA” the South African Institute of Chartered Accountants;

“SARB” the South African Reserve Bank;

“Sector Codes” the Sector Codes of Good Practice, issued under the B-BBEE Act from time to time;

“Securities Act” the US Securities Act of 1933 (as amended);

“Senior Management” those members of the management bodies of the Group who are identified in “Part IX – Directors, Senior Management and Corporate Governance”;

“SENS” the Stock Exchange News Service of the JSE;

“Separation Agreement” the separation agreement entered into between the Company and Naspers on 23 November 2018 regulating various aspects of the separation of the Group from the Naspers Group (as a result of the implementation of the Unbundling) and the provision of certain transitional services for a period of time after such separation;

“Share Option Plan” the MultiChoice Group share option plan;

“Shares” the ordinary no par value shares of the Company;

“Shareholders” (i) prior to the Unbundling, the holders of Naspers Shares entitled to participate in the Unbundling; and

(ii) after the Unbundling, the holders of Shares from time to time;

“Showmax BV” Showmax B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands with registration number 64610489;

“Social and Ethics Committee” the social and ethics committee of the Company;

“South Africa” the Republic of South Africa;

“South African Entity” any Entity which is not a Foreign Entity;

“South African Person” any natural person who is a citizen of South Africa in terms of the South African Citizenship Act, No. 88 of 1995, whether or not such person is ordinarily resident in South Africa;

“South African Shareholder” any:

• Foreign Entity or Foreign Person which holds Shares; or

• other Entity or person who has a direct or indirect Financial Interest or interest in voting Shares or paid-up capital of the Company determined by the Board (in its sole discretion) to constitute a “foreigner” for purposes of the Foreign Control Restriction and which Entity or Person shall, consequently, be deemed to constitute a Foreign Shareholder as envisaged and defined in the Company MOI;

“Sponsor” Rand Merchant Bank, registration number 1929/001225/06, an accredited JSE sponsor;

289

“Strate” an electronic settlement environment for transactions to be settled and transfer of ownership to be recorded electronically, operated by Strate Proprietary Limited, a private company incorporated under the laws of South Africa with registration number 1998/022242/07, and a registered central securities depository in terms of the South African Financial Markets Act, 19 of 2012 (as amended) and responsible for the electronic custody and settlement system used by the JSE;

“Strate System” the system operated for dealings in Uncertificated securities listed on the JSE that take place on the JSE and for dealings in Certificated securities listed on the JSE that take place off market;

“sub-Saharan Africa” the geographic region which lies south of the Sahara on the African continent;

“SuperSport” SuperSport International Proprietary Limited, a private company with limited liability incorporated in accordance with the laws of South Africa with registration number 1997/004108/07;

“SVOD” subscription video on demand;

“Takeover Regulations” the Takeover Regulations promulgated by the Minister of Trade and Industry in terms of sections 120 and 223 of the Companies Act;

“Trading Profit” the internal measure of performance used by the Company to benchmark performance between the Group’s operations and those of other companies, calculated by adjusting operating profit for lease interest on transponders (included in finance costs), amortisation, once-off gains or losses and the impact of share-based compensation;

“Transfer Secretaries” Singular Systems Proprietary Limited, registration number 2002/001492/07, a private company incorporated in accordance with the laws of South Africa, the transfer secretaries of the Company as at the Last Practicable Date;

“TreasuryCo” MultiChoice Group Treasury Services Proprietary Limited, a private company incorporated under the laws of South Africa with registration number 2018/473867/07;

“Unbundling” the proposed distribution of 438  837  468 Shares held by Naspers and comprising 100% of the issued share capital of the Company, to Naspers Shareholders in the ratio of 1 Share for every 5 Naspers “A” Shares and 1 Share for every 1 Naspers “N” Shares held, in terms of section 46 of the Companies Act and section 46 of the Income Tax Act;

“Unbundling Operative Date” the date on which the Unbundling will become operative, expected to be Monday, 4 March 2019 and beneficial ownership in the Shares will pass to Shareholders on the Naspers securities register on the Unbundling Record Date and Time;

“ Uncertificated” or “in Uncertificated Form”

Shareholders recorded on the Register and title to which may be transferred by means of the Strate System;

“United Kingdom” or “UK” the United Kingdom of Great Britain and Northern Ireland;

“United States” or “US” the United States of America; and

“USD” the lawful currency of the United States.

290

291

292 PRINTED BY INCE (PTY) LTD JOB017084