10. Special resolution number 2: General authority to provide financial assistance in terms of section 44 of the Companies Act To resolve that the board may authorise the company to generally provide any nancial assistance in the manner contemplated and subject to the provisions of section 44 of the Companies Act to a director or prescribed of cer of the company or of a related or inter-related company subject to (i) and (ii) below or to a related or inter-related company or corporation, or to a member of a related or inter-related corporation, pursuant to the authority hereby conferred upon the board for these purposes. This authority relates to nancial assistance for the subscription/purchase of securities in the company or a related or inter-related company and shall: (i) include and also apply to the granting of nancial assistance to a share incentive scheme of the group or the company and such share-based incentive schemes that are established in future (collectively the group’s share-based incentive schemes) and participants thereunder (which may include directors, future directors, prescribed of cers and future prescribed of cers of the company or of a related or inter-related company) (participants) 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, pursuant to the administration and implementation of the group share-based incentive schemes, in each instance on the terms applicable to the group’s share-based incentive scheme in question; and (ii) be limited, in respect of directors and prescribed of cers, to nancial assistance in relation to the acquisition of securities as contemplated in (i). 11. Special resolution number 3: General authority to provide financial assistance in terms of section 45 of the Companies Act To resolve that the company, as authorised by the board, may generally provide, in terms of and subject to the requirements of section 45 of the Companies Act, any direct or indirect nancial assistance to a related or inter-related company or corporation, or to a member of a related or inter-related corporation, pursuant to the authority hereby conferred upon the board for these purposes. This authority relates to any nancial assistance to be provided by the company to, for instance, related or inter-related companies, and includes the provision of parent company guarantees and/or treasury management arrangements. Majority required for the adoption of resolutions Unless otherwise indicated, in order for the ordinary resolutions to be adopted, the support of a simple majority (that is, 50% plus one) of the total number of voting rights exercised on the resolutions is required. The non-binding resolutions are of an advisory nature only and failure to pass these resolutions will therefore not have any legal consequences relating to the existing arrangements. Should 25% or more of the votes exercised on these non-binding resolutions be cast against either or both of these non-binding resolutions, the board undertakes to engage with identi ed dissenting shareholders as to the reasons therefor and take appropriate action (as determined at the discretion of the board) to reasonably address issues raised, as envisaged in King IV. In order for the special resolutions to be adopted, the support of at least 75% of the total number of voting rights exercised on the resolutions is required. Votes recorded as abstentions are not taken into account for the purposes of determining the nal percentage of votes cast in favour of the resolutions. This is in line with the Companies Act. Overview Introduction Understanding Phuthuma Nathi Understanding MultiChoice SA MultiChoice SA performance Financial review Corporate governance review Shareholder information Phuthuma Nathi Investments (RF) Limited Integrated annual report 2023 135
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