COMBINED OFFER CIRCULAR

Regarding :

• a mandatory offer by CANAL+ Offeror to Offerees, in terms of section 123 of the Companies Act, to acquire all or a portion of their Offer Shares for a consideration of ZAR125.00 for each Offer Share (12,500 cents per Offer Share), payable in cash

And including :

• a report prepared by the Independent Expert in terms of regulations 90 and 110 of the Takeover Regulations in respect of the Offer; and
• a Form of Acceptance and Transfer (pink) for use by Certificated Shareholders only.