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Dear valued Phuthuma Nathi shareholder,

You are an important part of one of the most successful Broad-Based Black Economic Empowerment (B-BBEE) schemes in South Africa – Phuthuma Nathi. It is a scheme that is truly broad-based, with black shareholders from all walks of life. Phuthuma Nathi (PN) has grown your investment phenomenally since the scheme was launched in 2006. More than R11.9bn has been paid in dividends and your shares have also grown from just R10 per share in 2006 to around R130 per share in 2019.

MultiChoice Group listing on the JSE

The MultiChoice Group (MCG) listed on the Johannesburg Stock Exchange (JSE) in February 2019. As a result, there are three developments that affect you as a Phuthuma Nathi shareholder:

1. MCG share exchange offer

PN shareholders have an opportunity to exchange up to 20% of their PN shares for MCG shares which are listed on the JSE. If you choose to exchange a portion of your PN shares for MCG shares, you will own both PN and MCG shares.

If you choose not to exchange a portion of your PN shares, you will keep all your current shares and will not receive any MCG shares.

2. PN and PN2 Merging

It is being proposed that the two PN entities are combined into one entity. The combination of the PN entities will result in one listed entity with a single PN share price. This will not have any impact on your shareholding.

3. Certain amendments to the memoranda of incorporation (MOI) of PN and PN2

In order to implement the MCG share exchange offer and the merger of PN and PN2, certain amendments are required to be made to the MOI of PN and PN2. These MOI also contained certain historic references to “MIH Holdings Proprietary Limited” that should be replaced with “MCG”. A notice convening a shareholders' meeting to consider these amendments will be posted to PN1 shareholders and the proposed amendments to the PN2 MOI will be considered by PN2 shareholders at the meeting to vote on the merger of PN1 and PN2 and will be included in the scheme circular.

How will the MCG share exchange offer work?

Participation in this offer is completely voluntary. The decision to participate in this opportunity is entirely up to the individual shareholder.

This offer is open to PN shareholders who hold more than 20 shares, as at Friday, 25 October 2019.

The MCG share exchange offer will be open from 25 September to 28 October 2019.

PN shareholders who decide to exchange a portion of their PN shares for MCG shares will receive 0.957 MCG shares for 1 PN share, which already includes transaction costs. For example, if you exchange 1000 PN shares you will receive 957 MCG shares.

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