General

+ How much of MultiChoice South Africa (MCSA) is owned by Phuthuma Nathi?
 
Phuthuma Nathi owns 13.3% and Phuthuma Nathi 2 owns a further 6.7% of MCSA.
+ What is the difference between Phuthuma Nathi and Phuthuma Nathi 2?
 
The Phuthuma Nathi and Phuthuma Nathi 2 share schemes are mirror images of each other as they both hold interests in MultiChoice. PN was launched in 2006 and PN2 in 2007 respectively and they operate as two separate entities.
+ What was the cost of the MultiChoice South Africa (MCSA) shares purchased to provide Phuthuma Nathi shares and who paid the difference between this and the offer price?
 
The cost of the share was R50 with the offer price being R10. The R40 difference was funded through preference shares. The MCSA Empowerment Transaction enabled participants to indirectly own a stake in MCSA, with the funding for 80% of this stake being provided by Naspers through the Phuthuma Nathi preference shares and the remaining 20% being provided by you through your application for the Phuthuma Nathi ordinary shares.
+ May I pledge or use my Phuthuma Nathi shares as a form of security?
 
Participants are not and will not be entitled to enter into any agreement in terms of which their Phuthuma Nathi ordinary shares are used as security or encumbered in any other manner. When encumbered the shares lose its black empowerment status.
+ When do my Phuthuma Nathi shares expire?
 
Your Phuthuma Nathi shares will not expire.
+ When are you going to remove the restriction to trade only between blacks?
 
All companies are currently required to have black ownership in terms of BEE. Only if this regulation falls away will we reconsider the restriction.
+ What fees do the directors of Phuthuma Nathi receive?
 
The directors receive no fees or other remuneration for their services.

Annual General Meeting (AGM)

+ Why is the AGM held in the middle of the day?
 
The directors gave consideration to holding the meeting in the evening but encountered problems with finding an appropriate venue. We also took security and transportation into consideration when we determined the time and venue. Shareholders who are unable to attend can still exercise their vote by sending in their proxy forms.
+ Why is the AGM only held in Johannesburg?
 
The AGM is required to be held once a year at such place and at such time as the directors may from time to time determine. As the main place of business of MultiChoice is Johannesburg, the meeting is held in Johannesburg.
+ The proxy form has the words “assisted by” under the place for my signature. What does this mean?
 
This is to provide for any shareholder who is unable to sign on their own, such as children and persons under the care of the courts. In most cases it is not required.
+ Why can I vote at both the MultiChoice and Phuthuma Nathi AGMs?
 
In terms of the Memorandum of Incorporation of Phuthuma Nathi, the right to vote at the MultiChoice meetings has been delegated to the members of Phuthuma Nathi.
+ I will not be able to attend the Phuthuma Nathi AGM. How can I vote?
 
The documentation posted to you includes a Proxy/Meeting Attendance form. If you will be attending the AGM, you should sign this form and bring it with you to the meeting. It should be presented to the registration counters in order to gain attendance to the meeting and receive voting instructions. If you are not able to attend the meeting, you can still exercise your right to vote by completing this form in accordance with the instructions on the back of the form and sending it to us 48 hours before the meeting.
+ What happens if I do not vote?
 
The votes of the other shareholders will be taken into account.
+ I would like to nominate someone to the board of Phuthuma Nathi. How do I do this?
 
You should inform the company secretary well in advance of the annual general meeting who will advise you of the process to be followed.
+ When will there be communication about the shares to the shareholders?
 
You will receive the annual financial statements of the company approximately each August which will give you an update on the performance of the company, as well as details of any proposed dividend which may become payable to you. This information will also be available on the Phuthuma Nathi website on www.phuthuma.co.za. We also publish a provisional report in June and an interim report in November each year in the newspapers and on the website.

Dividends

+ When will I receive my dividend?
 
Dividends are only paid out of profits of the company and are not guaranteed. You will be advised in about August each year if a dividend is being proposed, and if approved at the AGM, it will be paid during September.
+ Can I reinvest my dividend?
 
No, this is a cash dividend which will be paid directly into your bank account. You can, however, use your dividend when you receive it to buy more shares through the trading platform.
+ How will my dividend be paid?
 
The dividend will be paid into your bank account as it exists on our records. Please make sure we have your correct bank account details on our records.
+ A dividend was declared but I have not received any money into my bank account. What must I do?
 
It is possible that your bank account details on record are incorrect or invalid. Complete a bank account details form, get it stamped by your bank and send the original form to Equity Express with an original certified copy of your South African identity document.
+ Why do the preference shareholders get a much bigger dividend than the ordinary shareholders?
 
In terms of the scheme rules up to 20% of dividends can flow to ordinary shareholders and the remainder to the preference shareholders. This allows the preference share loan to be paid off.

Personal Shareholder Information and Documentation

+ What does Equity Express do?
 
Equity Express maintains the share register and statutory information relating to shareholders FICA (including South African ID number, bank account details and physical/postal address) and BEE status. Equity Express is also responsible for paying dividends over to shareholders.
+ I am a shareholder with a shareholder number and I need to courier/post FICA documentation to Equity Express. What address do I use?
 
Physical: 71 Corlett Drive, Birnam, 2196 Postal: P.O. Box 1266, Bramley 2018
+ I acquired shares as a minor and I am now over 18 years old. What must I do?
 
Contact the Phuthuma Nathi call centre on 086 011 6226 and an agent will be able to assist you. You will also be required to submit new FICA documentation to replace the documentation we have on your record pertaining to your previous guardian.
+ My marital status has changed. What must I do?
 
Send an original certified copy of your marriage certificate to Equity Express so that they can ensure that the shares are registered in your new name.
+ How do I check if my personal, banking and contact details that Phuthuma Nathi has on record are correct?
 
You can contact the call centre on 0860 116 226 to confirm your details.
+ What do I do if some or all of my details are incorrect or out-of-date?
 
Contact the Phuthuma Nathi call centre immediately on 0860116226 and request the relevant shareholder details change form.
+ My bank account details have changed. What must I do?
 
Complete a bank account details form, get it stamped by your bank and send the original form to Equity Express with an original certified copy of your South African identity document.
+ My address has changed. What must I do?
 
Complete a change of address form and send the original form to Equity Express with an original certified copy of your South African identity document and proof of residential address (not more than 3 months old).

General Trading Information

+ What is trading?
 
Trading is the process whereby the shareholders of Phuthuma Nathi and Phuthuma Nathi 2 (in this instance) sell their shares to other Black people or entities that buy the shares.
+ Most people don’t understand trading in shares, how did MultiChoice ensure trading is simple for most people?
 

MultiChoice implemented an extensive communication campaign to educate its then current shareholders and prospective shareholders in 2011. These included communicating directly with the then current shareholders, which started during the AGM in September 2011. Other communication methods included the internet, call centre, media (print and electronic), facebook as well as an information video that looped on DStv.

+ How are you making sure that there is no fronting?
 
Rigorous verification processes are in place to ensure that only qualifying Black people are in the scheme. As per the rules, should a person be found to be fronting we can buy back their shares at par value 0.0000001 cents.
+ Who qualifies to participate?
 
African, Coloured or Indian persons who are natural persons and who are citizens of the Republic by birth or descent. Only Black South African groups who are citizens of the Republic by naturalisation before 27 April 1994 or became citizens of the Republic after 27 April 1994, but who, but for the Apartheid policy, would have been entitled to acquire citizenship by naturalisation prior to that date.
+ How do I trade shares?
 
You can buy or sell shares via the over the counter platform that we have developed. This can be accessed directly through the internet at www.phuthuma.co.za or by calling the Phuthuma Nathi call centre at 0860 116 226.
+ What are the requirements to trade?
 
For existing shareholders, you need to first verify your status to be able to buy or sell shares. If you are not a shareholder, you need to register first before you are able to buy shares. Verification and registration can be conducted directly through the internet or via the telephone. Certain FICA and BEE documentation may be required. These include: Certified copy of South African ID Document; BEE Certificate Bank statement not older than 3 months (not internet statement); or Signed and stamped letter from your bank confirming banking details Proof of residence You also need to sign terms and conditions A trading account will then be opened
+ What are the fees charged and why do I have to pay fees?
 
The fees charged are 1.5% of the value of the trade, VAT and securities transfer tax. The fees are for the management of the service and tax.
+ What happens if I cannot get a buyer for my shares?
 
Your order to sell will remain on the system for 90 days (unless you ask for a lesser period) and if it is not matched by the end of that time your order will lapse and the shares will remain yours.
+ When did trading start?
 
Phuthuma Nathi or Phuthuma Nathi 2 shares could be traded from 8 December 2011. Trade instructions can be submitted either via the online trading platform at www.phuthuma.co.za or via the call centre on 0860 116 226.
+ How long will the trading platform be in operation for?
 
The trading platform will remain in operation until Phuthuma Nathi or Phuthuma Nathi 2 cease to exist. All shareholders will be informed if there is any change in this.
+ What are the trading hours?
 
Trading hours are weekdays between 09h00 and 17h00 excluding public holidays. Shareholders can load buy bids and sell offers outside of trading hours via the online trading platform at www.phuthuma.co.za but these will only be matched within trading hours.
+ How do I access the online trading platform?
 
Go to www.phuthuma.co.za and log in using your shareholder number and password.
+ How do I know what my shareholder number and password for trading is?
 
An existing shareholder or authorised representative of a shareholder will have received a shareholder number and password by SMS on verification. A new shareholder or authorised representative of a shareholder will receive a shareholder number and password by SMS after their registration is complete.
+ What do I do if I forget my password?
 
Contact the call centre on 0860 116 226 and ask one of the agents to reset your password for you. You will be sent a new password via SMS.
+ What do I do if I forget my shareholder number?
 
Contact the call centre on 0860 116 226 and ask one of the agents to provide you with your shareholder number.
+ What if I do not receive an SMS?
 
Contact the call centre on 0860 116 226 to update your cell phone number and reset your password.
+ How do I change my password?
 
Go to www.phuthuma.co.za, enter your shareholder number and click on Change Password. You will be requested to enter the old password first before changing to the new password.
+ I submitted a trade request a while back but I received notification that it has now expired. What should I do?
 
Pending trade instructions remain in the matching engine for a maximum of 90 days or less depending on what you stipulated at the time it was loaded. You can re-submit a trade request, either via the online trading platform at www.phuthuma.co.za or via the call centre on 0860 116 226, if you wish to do so. The alternative is to do nothing if you no longer wish to sell or buy shares for the moment.
+ Who can I contact if I have a query regarding the online trading platform?
 
You can speak to any of the consultants in the Phuthuma Nathi call centre on 0860 116 226. Alternatively, you can email a consultant at phuthumanathi@singular.co.za and they will endeavour to respond in the quickest possible time.
+ How will I know if my trade has been matched?
 
You will receive an SMS notifying you that your trade has been matched.
+ What are my Phuthuma Nathi shares worth now?
 
Please refer to the website for the latest share prices.
+ What is meant by the net asset value (NAV) of a Phuthuma Nathi share?
 
The net asset value per share, or NAV per share, is the net worth of one share in Phuthuma Nathi or Phuthuma Nathi 2 and is determined using volume weighted average price (VWAP) of the MCSA share price for any particular month.
+ Why is the current market price different from the value per share?
 
This is an open market and the market price is determined by what the sellers and buyers in the market are willing sell their shares at and buy share for, respectively.
+ What price should I trade my shares at?
 
Phuthuma Nathi and its agents are not registered brokers and cannot provide investment advice. This is your choice to make. You should seek investment advice from a financial advisor or broker in this regard. We merely facilitate the trading process. However, shareholders have access to the following information on the Phuthuma Nathi website or via the Call Centre to help with price setting: A history of the last 20 trades and the prices at which the shares were traded The 5 lowest prices that sellers are prepared to sell their shares at and the number of shares The 5 highest prices that buyers are prepared to pay for shares and the number of shares
+ How are trades matched?
 
Trade requests (buy bids and sell orders) are first ranked according to the price you request. Trade requests of the same price are ranked depending on when they entered the market. Any subsequent trade requests will be immediately executable if it is a buy bid at a price at or above the lowest sell offer in the market or a sell order at a price at or below the highest bid in the market.
+ How do I cancel a pending trade request?
 
Log on to your trading profile on www.phuthuma.co.za using your shareholder number and password and go to the 'Trading' - 'View / Cancel Orders' section to cancel your pending trade request. Alternatively, you can contact the call centre on 0860 116 226 to update these details. Any partial matches that have occurred prior to the cancellation cannot be reversed.
+ Can I adjust the price on my pending trade request?
 
No, but you can cancel the pending trade request and re-submit it at the new price. Any partial matches that have occurred prior to the cancellation cannot be reversed.
+ If my trade request has partially matched and I cancel the remaining request and reload it at a new price will I be charged another transaction fee when the trade matches?
 
Yes, the resubmitted trade request will be treated as a separate transaction and a transaction fee will apply.
+ What is the current market price per Phuthuma Nathi / Phuthuma Nathi 2 share?
 
Live trade and price information is available on the Phuthuma Nathi website www.phuthuma.co.za at all times or you can call the call centre on 0860 116 226 during trading hours.
+ Can I change the method of communication I receive relating to transactions on my account?
 
Yes, log on to your trading profile on www.phuthuma.co.za using your shareholder number and password and go to the 'Account' - 'Preferences' section to change your communication settings. Alternatively, you can contact the call centre on 0860 116 226 and ask an agent to change this for you.
+ What are the Phuthuma Nathi bank account details?
 
PHUTHUMA NATHI INVESTMENTS Bank Name: First National Bank Account Number: 62331426826 Branch Number: 255005 Branch Name: GTS Johannesburg
+ What are the Phuthuma Nathi 2 bank account details?
 
PHUTHUMA NATHI INVESTMENTS 2 Bank Name: First National Bank Account Number: 62331425472 Branch Number: 255005 Branch Name: GTS Johannesburg
+ Why is MultiChoice not buying these shares?
 
MultiChoice issued the Phuthuma Nathi shares in 2006 as part of its broad based black economic empowerment scheme, which resulted in black South Africans owning 20% of the company. If MultiChoice buys the Phuthuma Nathi shares, shareholding from black South Africans will be eroded and the company will not be able to fulfill its BEE obligation. All companies are currently required to have black ownership in terms of BEE.
+ Do you have a minimum or maximum number of shares people can buy or sell and why?
 
In terms of the rules of the scheme when it was set up, the minimum number of shares was 20 shares and the maximum number of shares that could be bought by an individual or group was 10% of the total issued shares. This rule still applies and it is to ensure that MultiChoice retains a broad-based shareholding.
+ Why are the Phuthuma Nathi shares not listed on the JSE?
 
MultiChoice conducted research on the best platform to facilitate the buying and selling of the Phuthuma Nathi shares. We then decided to establish an over the counter trading platform.
+ If I want to donate/transfer my shares to my dependants, relatives and family how do I do that?
 
Contact the Phuthuma Nathi call centre on 0860 116 226. These requests are handled by the transfer secretaries.
+ My relative has died and has a Phuthuma Nathi share certificate. What must I do?
 
Contact the call centre on 0860 116 226. Your relative's estate will be permitted to transfer their shares to an eligible Black Person having at least a similar or higher BEE status/rating than your relative, in terms of the Memorandum of Incorporation.
+ Can a buyer approach a seller directly and negotiate a price?
 

It is possible for parties to agree a sale offline and put it through as an off market sale. You must contact our transfer secretary at the call centre if you want to transfer shares not using the trading platform.

Buying Shares

+ What are the Phuthuma Nathi bank account details?
 
PHUTHUMA NATHI INVESTMENTS Bank Name: First National Bank Account Number: 62331426826 Branch Number: 255005 Branch Name: GTS Johannesburg
+ What are the Phuthuma Nathi 2 bank account details?
 
PHUTHUMA NATHI INVESTMENTS 2 Bank Name: First National Bank Account Number: 62331425472 Branch Number: 255005 Branch Name: GTS Johannesburg
+ How do people buy shares?
 
You can buy shares directly through the internet or via the call centre, where the agent will take through a step by step process. These are the key steps you will follow when you buy through the internet or via the call centre:
  • Deposit money into the Phuthuma Nathi account
  • Place your order by providing the following information: - the Number of shares you wish to buy; - the Price per share you are willing to pay for the shares; - how long you want your order to last (Enter expiry date)
  • Confirm and accept cost of the shares, including taxes and administration fees.
  • Your order will be entered into the market for potential buyers and sellers to view
  • The buyers order will be matched or successfully processed if:
  • The price of the buyer is the same as that of the seller
  • The price of the buyer is higher or equal to the lowest price of the sellers
+ Can you buy shares on behalf of other people?
 
You can only buy on behalf of a black South African individual or group under certain circumstances - for eg guardian of a minor, representative of a group or company. You have to first register or verify your status as an authorised person.
+ How much tax will I pay if I buy shares?
 
Buyers will pay Securities Transfer Tax (STT) at 0.25% of the value of the trade before the shares are transferred into your own name. This will occur automatically as part of the buying process.
+ When do I need to deposit money for the purchase of the shares?
 
Deposit money into the Phuthuma Nathi / Phuthuma Nathi 2 bank account before you submit your buy bid. Once the funds have been allocated to your trading account you will be able to submit your buy order either via the online trading platform at www.phuthuma.co.za or via the call centre on 0860 116 226.
+ What forms of payments are permitted?
 
Only cash deposits and EFTs are allowed. No cheques are allowed.
+ I want to buy shares via the online trading platform but my cash balance is R0.00. What should I do?
 
Deposit money into the Phuthuma Nathi / Phuthuma Nathi 2 bank account and ensure that you use your shareholder number as the beneficiary reference. Deposits take 2 to 3 working days to appear on your trading account cash balance and you will be notified as such via SMS. Once the funds have been allocated to your trading account you will be able to submit your buy order either via the online trading platform at www.phuthuma.co.za or via the call centre on 0860 116 226.
+ How much money should I deposit into the Phuthuma Nathi account?
 
That depends on the funds you have available to spend or the number of shares you wish to buy. On the online trading platform at www.phuthuma.co.za there is a share purchase calculator tool that will assist you in estimating the deposit required based on your requirements.
+ I made a deposit into the Phuthuma Nathi / Phuthuma Nathi 2 bank account. When can I go ahead and buy shares?
 
Deposits take 2 to 3 working days to appear on your trading account cash balance and you will be notified as such via SMS. Once the funds have been allocated to your trading account you will be able to submit your buy order either via the online trading platform at www.phuthuma.co.za or via the call centre on.
+ I made a deposit into the Phuthuma Nathi / Phuthuma Nathi 2 bank account but I did not receive notification that it had been allocated to my trading account. What must I do?
 
Email or fax proof of payment to phuthumanathi@singular.co.za or 0860 116 226 and put your shareholder number in the subject heading. The deposit will then be manually allocated to your trading account and you will be notified thereof by SMS or email.
+ Can I submit a buy bid before making a deposit into the Phuthuma Nathi / Phuthuma Nathi 2 bank account?
 
No, trades will not be subject to credit risk and therefore a buyer must deposit money into the Phuthuma Nathi / Phuthuma Nathi 2 bank account before submitting a buy bid. You will only be permitted to buy shares if you have enough money in the trading account to cover the purchase price, the administration fee and the securities transfer tax (STT).
+ Are there limitations on how many shares one can buy?
 
Yes, there is a 10% maximum ownership (directly or in concert) shareholding rule applicable per shareholder. Any attempt to buy more than this will fail.
+ How do I pay for the shares?
 
Deposit money into the Phuthuma Nathi / Phuthuma Nathi 2 bank account and ensure that you use you shareholder number as the beneficiary reference.
+ I loaded a buy bid on the online trading platform but immediately received notification that it had been cancelled. Why did this happen?
 
It is mostly likely that your BEE status has not been verified or, in the case of entity shareholders, your BEE certificate is missing from our records or has expired. Contact the call centre on 0860 116 226 to verify your BEE status.

Selling Shares

+ If I want to donate/transfer my shares to my dependants, relatives and family how do I do that?
 
Contact the Phuthuma Nathi call centre on 0860 116 226. These requests are handled by the transfer secretaries.
+ My relative has died and has a Phuthuma Nathi share certificate. What must I do?
 
Contact the call centre on 0860 116 226. Your relative's estate will be permitted to transfer their shares to an eligible Black Person having at least a similar or higher BEE status/rating than your relative, in terms of the Memorandum of Incorporation.
+ How do people sell shares?
 
You can sell shares directly through the internet or via the call centre, where the agent will take you through a step by step process. These are the key steps you will follow when you sell through the internet or via the call centre;
  • To sell your shares, you need to provide the following information:
  • The Number of shares you wish to sell;
  • The Price per share you are willing to sell the shares for;
  • How long you want your order to last (expiry date).
  • Confirm and accept the likely value of your transaction, less taxes and administration fees.
  • Your order will be entered into the market for potential buyers and sellers to view
  • The sellers order will be matched or successfully processed if:
- The price of the seller is the same as that of the buyer - The price of the seller is lower than or equal to the highest price of the buyers
+ Can you sell shares on behalf of other people?
 
You can only sell on behalf of a black South African individual or group under certain circumstances - for eg guardian of a minor, representative of a group or company. You have to first register or verify your status as an authorised person.
+ How much tax will I pay if I sell shares?
 
Sellers are liable to pay tax on the gain they make and this is subject to capital gains tax or income tax depending on the seller's tax position. Neither Phuthuma Nathi nor Phuthuma Nathi 2 is a tax advisor so you should seek tax advice in your personal capacity. Tax will NOT be deducted automatically as part of the selling process.
+ I sold my Phuthuma Nathi shares. When will I get my money?
 
You can expect to receive the money in your bank account 3 to 5 working days after your sell order has been matched and you have received an SMS or email notifying you of this.
+ Can I keep the money from my share sale proceeds with Phuthuma Nathi?
 
Yes, the seller can choose to keep the proceeds in his trading account for future use. You can request a withdrawal at any time either via the online trading platform at www.phuthuma.co.za or via the call centre on 0860 116 226.
+ How long does it take to pay the money once the selling process is complete?
 
Once the selling process is complete, you can select the following payment options:
  • The money will be transferred to your banking account; or
  • The money will be kept in your trading account if you want buy more shares; or
  • Part of your money will be transferred to your banking account and the balance to remain in your trading account. If there is no activity on your trading account after 90 days your money will be automatically refunded to you.
+ What do I do if I want to withdraw from my trading account?
 
You can request a withdrawal at any time either via the online trading platform at www.phuthuma.co.za or via the call centre on 0860 116 226.
+ When will my withdrawal reflect on my bank account?
 
You can expect to receive the money in your bank account 3 to 5 working days after your withdrawal request.
+ I have become insolvent and my estate is being sequestrated. I need to sell to sell my Phuthuma Nathi shares.
 
You should ask your liquidator to contact the call centre on 0860 116 226. Your estate will be permitted to transfer your shares to an eligible Black Person having at least a similar or higher BEE status/rating than yourself, in terms of the Memorandum of Incorporation.

Historical Information

+ What was the original offer price?
 
R 10 per share
+ How was the allocation of shares made?
 
The number of shares applied for in the first Phuthuma Nathi scheme was far greater than the number of shares available for purchase. As a result, all successful applicants were allocated shares to a maximum of 5 324 shares or R53 240's worth of shares. In other words, verified applicants for R53 240 or less, received all the shares that they applied for while those who applied for more than R53 240, received the maximum of 5 324 shares and a refund for the balance of their money.
+ I was allocated fewer shares than what I paid for. Why?
 
This is the difference between what you have applied for and what was allocated to you which is R53 240 (5 324 shares).
+ When is the debt portion of my shares going to be fully repaid?
 
The outstanding funding obligations for the Phuthuma Nathi Investments (PN) and Phuthuma Nathi Investments 2 (PN2) schemes were settled after payment of the dividends after the company’s annual general meeting on 3 September 2014.