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CANAL PLUS SA - Pre-Listing Announcement: Fast-Track Secondary Inward Listing Of Canal+ On The Main Board Of The JSE Limited

Release Date: 12/05/2026 08:00
Code(s): CNP     PDF:  
Wrap Text
Pre-Listing Announcement: Fast-Track Secondary Inward Listing Of Canal+ On The Main Board Of The JSE Limited

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO
ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION OR REQUIRE CANAL+ TO TAKE ANY FURTHER
ACTION

CANAL+ SA
(Incorporated and registered in France)
Identification number: 835 150 434
ISIN: FR001400T0D6
LEI number: 9695000537F9F73BXN18
LSE share code: CAN
JSE share code: CNP
("CANAL+" or the "Company")

PRE-LISTING ANNOUNCEMENT: FAST-TRACK SECONDARY INWARD LISTING OF CANAL+ ON
THE MAIN BOARD OF THE JSE LIMITED

1.   INTRODUCTION

     CANAL+, a leading global media and entertainment company, primary listed on the Main Market
     of the London Stock Exchange ("LSE"), is pleased to confirm its intention to complete a fast-track
     secondary inward listing ("the Listing)" of its ordinary shares on the Johannesburg Stock
     Exchange ("JSE"), the securities exchange operated by the JSE Limited. CANAL+ also has senior
     unsecured notes due 2030 listed on the Luxembourg Stock Exchange, which will not be inward
     listed on the JSE.

     The secondary inward listing will provide investors on the JSE with the opportunity to invest directly
     in a leading global media and entertainment company and enhance the long-term liquidity and
     tradability of CANAL+ shares.

     CANAL+ will retain its primary listing on the Main Market of the LSE. Shares traded on the JSE
     will be fully fungible with those on the LSE.

     This announcement constitutes the Pre-Listing Announcement ("PLA") required by the JSE for
     new companies seeking a fast-track secondary inward listing on the prime segment of the Main
     Board of the JSE.


2.   OVERVIEW OF CANAL+

     CANAL+ is a public company with limited liability (Société Anonyme, SA) incorporated in France
     at the R.C.S. Nanterre on 5 February 2018 with registered identification number 835 150 434. Its
     registered office and place of effective management is located at 50 Rue Camille Desmoulins,
     92863 Issy-Les-Moulineaux Cedex 9, France. The Company is not registered as an external
     company in South Africa.

     The Company has a financial year-end of 31 December.

     The Company has appointed Computershare Investor Services Proprietary Limited
     ("Computershare") as its transfer secretaries in South Africa with its main place of business at
     Rosebank Towers, 15 Biermann Avenue, Rosebank, 2196. The Company's registrar in France is
     Uptevia, with its registered office address and primary place of business at 90 – 110 Esplanade
     du General de Gaulle – 92931 Paris La Defense.

     Founded as a French subscription-TV channel over 40 years ago, CANAL+ is now a global media
     and entertainment company that operates across the entire audio-visual value chain through three
     business segments, namely: (i) Europe, (ii) Africa and Asia, and (iii) Content Production,
     Distribution and Other. The Group's business model is designed to provide subscribers with locally
     valued and globally recognised premium content on its unique platform.

     On 5 December 2025, CANAL+ completed a full takeover of MultiChoice Group Limited
     ("MultiChoice" or "MCG"), which was followed by the delisting of MultiChoice from the JSE on 10
     December 2025. MultiChoice is Africa's leading entertainment platform, offering a wide range of
     products and services, including DStv, GOtv, M-Net, SuperSport, Irdeto and KingMakers. The
     ongoing integration process for CANAL+ and MultiChoice has brought together two iconic media
     and entertainment companies to create a true champion for Africa, thereby unlocking potential for
     all stakeholders, notably consumers, creative businesses and the sporting ecosystem.

     The combined group now benefits from enhanced scale, greater exposure to high-growth markets
     and the ability to deliver meaningful synergies. It has more than 42 million subscribers worldwide
     (as at 31 December 2025), operates in over 70 countries and has approximately 15,000
     employees.

     In Europe, CANAL+ operates a subscription-based, advertising-supported television and over-the-
     top (OTT) business with over 18 million customers across 12 countries. Due to the quality of its
     offering, brand recognition and customer loyalty, it holds leading positions in many of these
     markets.

     The Africa and Asia segment has 23 million Pay-TV subscribers across more than 40 countries. In
     this region CANAL+ offers content in over 50 languages through direct-to-home (DTH) satellite
     and digital terrestrial television (DTT) broadcasting services, as well as OTT streaming services.
     While the Group deploys the same Pay-TV strategy of providing a rich mix of content to subscribers
     across its markets, it is taking a different approach to investment in Africa given the scale of the
     growth opportunity compared to the relative maturity of its European markets. This includes
     investing in local content production, technology and skills development to support the African
     cultural economy, as well as implementing go-to-market strategies that reflect differing consumer
     preferences and market dynamics. In addition, the group's specialist fibre to the home (FTTH)
     provider, GVA, provides fibre connectivity to homes in nine African countries.

     The Content Production, Distribution and Other segment produces, acquires and distributes high-
     quality content, including films, series, documentaries and live events. Through STUDIOCANAL,
     Europe's leading film and television studio, and its network of 23 production companies and eight
     distribution companies, the Group produces, finances and distributes over 200 films and 80 TV
     series each year and has an extensive film catalogue of more than 18,000 titles (including
     MultiChoice). The studio's commitment to developing its IP has driven multiple hits based on
     beloved properties such as the Paddington franchise and Bridget Jones. DAILYMOTION is a
     global video streaming platform with 400 million users across 191 countries (as at 31 December
     2025). It is powered by cutting-edge proprietary technology for video delivery, advertising and
     monetisation, which provides a vast audience for content creators and publishers. CANAL+
     Distribution specialises in the distribution and sale of African productions and co-productions
     across the continent, as well as in Europe and America. As part of this segment, CANAL+ also
     operates the iconic performance venue L'Olympia, founded over 130 years ago, hosting 290
     shows in 2025 and drawing over half a million spectators every year.

     CANAL+ also owns a 29.33% stake in Viaplay (the listed subscription video-on-demand leader in
     Scandinavia, with around 4.4 million subscribers at the end of 2025) and a 32.7% stake in Viu (a
     leading OTT platform in South-East Asia, with 16.1 million subscribers at the end of 2025). In 2025
     CANAL+ acquired a minority stake in leading French cinema group, UCG, to expand its Content
     Production, Distribution and Other segment.


3.   RATIONALE FOR THE JSE SECONDARY INWARD LISTING

     The Company's rationale for the secondary inward listing on the Main Board of the JSE includes
     the following anticipated benefits:

     -   providing the JSE investor community with the opportunity to invest in the only global
         entertainment and broadcasting company listed on the JSE and to participate in the Company's
         income and capital growth potential;
     -   enhancing the long-term liquidity and tradability in the Company's shares through a robust and
         internationally recognised exchange;
     -   diversifying the Company's shareholder base; and
     -   creating the option of raising future capital in a new market to fund further acquisitions, it being
         noted that the Company will not place or issue any new shares in connection with its secondary
         inward listing on the JSE and no new capital will be raised on the Listing Date.

     The Listing also fulfils the Company's commitment to proceed with a secondary inward listing on
     the JSE within 9 months following the effective date of the delisting of MultiChoice on the JSE on
     10 December 2025. This commitment was proposed voluntarily by the Company in the context of
     its acquisition of MultiChoice, ahead of any formal requirement by the South African Competition
     Authorities and subsequently accepted by the Competition Tribunal as part of its merger approval.
     The Listing goes therefore beyond regulatory compliance and reflects the Company's genuine
     intention to maintain a meaningful presence on the South African capital market.


4.   PROSPECTS

     The media and entertainment sector is constantly evolving, with the pace of change accelerating
     due to shifting consumer behaviour, technological advancements and competitive dynamics.
     Given its strategy and business model, together with its strategic investments, operational
     excellence and ongoing commitment to innovation, CANAL+ is able to respond quickly and
     effectively to these trends. This ensures a compelling value proposition, while delivering profitable
     growth to strengthen the Company's position as a global media and entertainment platform and
     producer.

     Over the previous decade, the rapid growth in streaming has introduced more consumers to the
     benefits of paid content. Consequently, Pay-TV penetration in France increased from 35% in 2015
     to 70% in 2026, with similar trends also evidenced in other European markets such as Poland and
     Czechia. CANAL+ benefited from this trend through increased subscriber numbers, particularly as
     the Company provides its own inhouse content and live sport, aggregated with content from US
     streamers, which it then makes accessible anywhere on various devices.

     Sub-Saharan Africa represents a significant growth opportunity for CANAL+. The continent's
     population is expected to grow from 1.2 billion in 2026 to 2 billion by 2050, while GDP is expected
     to expand by 4.5% between 2026 and 2030. Higher purchasing power, ongoing growth of
      electrified households (currently at only 50%) and increased OTT penetration (set to rise materially
      from 4% at present) provide a strong underpin to robust long-term growth prospects.

      Due to the Company's subscription model its revenues are consistent and predictable (i.e. 80% of
      Group revenues come from subscriptions). Pricing strategies are evaluated constantly to retain
      and attract subscribers and in response to shifting competitive trends. CANAL+ harnesses data to
      better understand audience preferences and the value of rights, which are important in managing
      global content expenditure as a crucial driver of the Company's sustainable growth and profitability.

      Scale is critical in the entertainment industry as most costs are fixed, particularly content and
      technology. The combination of CANAL+ and MultiChoice has created a market leader by revenue
      in around 40 countries. The merged entity's greater global scale, combined with additional
      resources and expertise, have created significant opportunities to enhance future returns through
      cost reductions. The Group expects to deliver over €400m1 Adjusted EBIT and over €300m FCF
      run-rate cost synergies from 2030 onwards.

      Across all its businesses, CANAL+ is committed to providing a best-in-class customer experience
      through continued investment in technology and priority is given to the reliability, scalability and
      resilience of the group's technology. Leveraging the unique know-how of its thousands of tech
      talents, CANAL+ has internally developed specific and key technology assets for OTT
      broadcasting to offer its subscribers the best possible experience. The CANAL+ platform is a state-
      of-the-art proprietary subscription-TV streaming service that enables live and on-demand
      streaming on all devices to the highest quality standards.

      The media industry is also increasingly harnessing the power of AI to enhance operational
      efficiency and drive innovation. CANAL+ is using AI analytics to enhance insights into audience
      behaviour and preferences to improve personalisation and search in the CANAL+ App and in
      targeted marketing. In addition, it is using AI to improve customer service (e.g. chatbots and virtual
      assistants) and in content production to enhance the end product (e.g. special effects or make
      content more accessible).

      The proliferation of high-speed internet access and smartphones have resulted in a rise in the
      incidence and sophistication of piracy, undermining intellectual property rights and subscriber
      growth. To combat this trend, the Company has developed an anti-piracy strategy focused on
      using proprietary technology that prevents illegal sharing of content, adopting legal frameworks
      and working with broadband providers to instantaneously identify and block illegal streams,
      reducing the attraction of pirated content by providing the best value-proposition and working with
      rights-owners and industry associations to jointly further anti-piracy objectives. The Company will
      continue to deploy solutions that have been successful in French-speaking African markets to
      combat piracy in English-speaking African markets. The acquisition of Irdeto, through MCG, the
      world leader in digital content protection, strengthen the Company's position to fight against piracy.


5.    APPROVALS AND CLASSIFICATION

      The Financial Surveillance Department of the South African Reserve Bank has approved the fast-
      track secondary inward listing of CANAL+ on the Main Board of the JSE which will be classified
      as 'domestic'.

1 Before implementation costs. For further information, please refer to the Canal+ press release published on 29 January 2026
available on 20260122_Synergies_Press_Release_e6c5dc2027.pdf

     Accordingly, South African exchange control resident shareholders are entitled to hold their
     CANAL+ ordinary shares on the JSE register subsequent to the secondary inward listing and may
     trade in CANAL+ ordinary shares on the JSE without affecting their foreign investment allowances.

     The Main Market of the LSE is an 'approved exchange' as defined in the JSE Listings
     Requirements, and therefore CANAL+ qualifies for the JSE's fast-track listing process, having
     been listed on an approved exchange for at least 12 months since its admittance to the Main
     Market of the LSE on 16 December 2024.

     The JSE has granted approval to CANAL+ for a secondary listing, by way of introduction using the
     fast-track listing process, of all its issued ordinary shares, being 991,959,494 ordinary shares with
     a nominal value of €0.25 each, on the Main Board under the abbreviated name "CANALPLUS",
     share code "CNP" and ISIN:FR001400T0D6 with effect from the commencement of trade on
     Wednesday, 3 June 2026 ("Listing Date").

     CANAL+ shareholders are advised that their CANAL+ ordinary shares will be traded in ZAR on
     the JSE, in dematerialised form only, as more specifically detailed in Section 12 below. CANAL+
     will be listed in the Media sector and the Radio and TV Broadcasters sub-sector.

     As at closing on the day prior to issuing this Pre-Listing Announcement, CANAL+ had a market
     capitalisation of £2.25 billion (ZAR51.0 billion).


6.   FINANCIAL INFORMATION

     6.1 Historical Financial Information

        All relevant historical financial information relating to CANAL+ since 16 December 2024 (being
        its listing date on the LSE) is available on the Company's website at
        https://www.canalplusgroup.com/en/results-and-publications

     6.2 Annual Results (FY25)

        CANAL+ released its annual results for the full year ended 31 December 2025 on 11 March
        2026. As the group took control of the MultiChoice Group effective 22 September 2025, the
        contribution from MultiChoice is included for a period of 3 months 11 days. Set out below is a
        summary of these results, with the full announcement available at:
        https://www.canalplusgroup.com/uploads/CANAL_FULLYEAR_2025_Resultsand_Strategy_U
        pdate_110326_FINAL_b816e9fd3e.pdf

Summary of unaudited results for the full year ended 31 December 2025

                    CANAL+         CANAL+              2025       CANAL+
                        2024            2025      guidance             2025
                  (including     (including      (including     (including
                    Vietnam,       Vietnam,        Vietnam,       Vietnam,       MCG 2025         Group
                  excluding      excluding       excluding      excluding        (3 months         2025
 €m                    MCG)           MCG)            MCG)           MCG)          11 days)   Reported(1)
                                       6,288                          6,266
                                      +0.9%                            +1%
                                     organic        Organic         organic
 Revenue               6,449       growth (2)        growth       growth (2)           683          6,949
 Adjusted
 EBIT(2)                 503            527             515             542            103            646
 Margin                7.8%            8.4%                              8.7
 CFFO(4)                 218            587            500+             606            (60)            546
 FCF (4)                  29            428            370+             448           (168)            280
 Net debt              (355)                                                                       (1,977)

Notes:
(1) Reported preliminary results include three months 11 days' contribution from MultiChoice and
    exclude Vietnam
(2) See definition of Alternative Performance Measure
(3) Before exceptional items
(4) After exceptional items

In 2025, the Group started the process of divesting its activities in Vietnam. Contributions relating to the
Vietnam business are presented in "earnings/losses from discontinued activities". As Vietnam was
included in the Group calculations for its 2025 guidance a summary of results including Vietnam has been
provided.


Results for the combined group on a pro-forma basis, reflecting the results of both CANAL+
and the MultiChoice Group for the full 12 months to 31 December 2025 (and included in the
results announcement) are as follows:

                                     CANAL + historical
 Full year 2025 ended 31                      perimeter                              Combined CANAL+
 December                           (excluding Vietnam)        MultiChoice(1)         and MultiChoice(2)

 Subscribers (m)                                     28.0                14.4                        42.3
 Revenues (€m)                                      6,266               2,400                       8,665
 EBITDA(3) (€m)                                       819                 264                       1,083
 Adjusted EBIT(4) (€m)                                542                 159                         701
 % Margin                                           8.7%                6.6%                        8.1%
 CFFO(5) (€m)                                         648                 226                         874
 FCF(5) (€m)                                          489                 (42)                        447

Following the reclassification of Vietnam as a discontinued operation, its contribution is excluded from all
metrics and financial indicators

  Notes:
  (1) MultiChoice countries, subscribers and revenues figures are net of any overlap/intercompany
      transactions with CANAL+
  (2) Combined Group excluding synergies and intercompany transactions
  (3) EBITDA refers to the earnings before interes and income taxes (EBIT) of the Group as reported in
      the consolidated financial statements, adding back any amortisation, depreciation and impairment of
      any goodwill or any intangible or fixed assets. The EBITDA neutralises the impact of IFRS16 on
      lease liabilities
  (4) Before exeptional items, excluding positive impact of PPA relative to the MCG acquisition
  (5) Before VAT settlement and restructuring costs


6.3 Headline earnings per share (FY25)

  Set out below are the basic, diluted, adjusted and headline earnings per share (as defined in
  terms of The South African Institute of Chartered Accountants Circular 1/2023) of the Company
  for the year ended 31 December 2025:

                                                              Year ended 31 December 2025
    (in millions of euros)                                                           Non-
                                                                               controlling
                                                        Gross       Taxation      interest               Net

   Earnings (losses) attributable to equity                                                              -47
   holders of the parent
   Headline earnings adjustments
   Goodwill impairment                                       0                0              0             0
   Gains on deemed disposals of an asset                  -195                0              0          -195
   previously accounted for as an associate (1)
   Re-measurements included in equity-accounted              3                0              0             3
   earnings of associates (2)
   Gains/losses on the loss of control of the                0                0              0             0
   subsidiary.
   Gains/losses on the disposal of the subsidiary.           0                0              0             0
   Gains/losses on the disposal of the                       0                0              0             0
   associate/joint venture
   Profit on sale of intangible assets and property,         3               -1              0             3
   plant and equipment (3)
   Impairment / reversal of intangible assets and            6               -3             -2             1
   property, plant and equipment (4)
   Impairment / reversal of other assets (5)                21               -4             -3            14
                                             (6)
   (Gain)/loss on disposal of investments                    1                0              0             0
                                           (7)
   (Gain)/loss on disposal of associates                     -1               0              0            -1
   Impairment/reversal of associates (8)                     3                0              0             3
   Headline earnings                                                                                    -219


  Notes:
  (1) Mainly related to the derecognition at fair value of the previously held equity interests in MultiChoice
      and MC Vision, which was recognized using equity method in accordance with IAS28.
  (2) Measurements included in equity-accounted earnings have also been excluded where information is
      available (look-through approach). The impact primarily reflects the write-down of content assets
      (Viaplay), the impairment of the Showmax platform, and the gain on disposal of a subsidiary
      (MultiChoice, for the period from 1 January to 19 September 2025).
  (3) Gains realised on disposals of individually non-significant intangible assets and property and
      equipment across the Group.
  (4) Impairments and reversals of impairments of individually non-significant intangible assets and
      property and equipment across the Group.
  (5) The Group's operations in Vietnam were classified as held for sale as of 31 December 2025 in
      accordance with IFRS 5. This classification triggered the recognition of an impairment of content
      assets.
  (6) Gains on disposals of individually non-significant investments.
  (7) The Group disposed of one of its associates in 2025. The gain recognised on this transaction is not
      material.
  (8) The Group recognised an impairment loss in respect of an associate in 2025.
         For information on basic and diluted earnings per share of CANAL+ for the year ended 31
         December 2025, refer to section 4.2.2 of the Audited Consolidated Financial Statements of
         the 2025 Annual Report at:
         https://www.canalplusgroup.com/uploads/Canal_Annual_Report_2025_a6dcc129e8.pdf


     6.4 Trading update for the 3 months ended 31 March 2026

         CANAL+ released its trading statement for the 3 months ended 31 March 2026 on 28 April
         2026. The full announcement is available at https://www.canalplusgroup.com/en/results-
         and-publications, with a summary below

€M                           Q1           Q1 2025          %Change        Q1 2025           %Change        %Like-
                             20261,3      restated1,                      restated1,                       For-Like
                                          excluding                       including                        Change4
                                          Multichoice                     Multichoice2
Europe                       1,127        1,146            (1.6%)         1,146             (1.6%)         (2.1%)
Africa & Asia incl.          889          260              (1.2%)         900               (1.2%)         0.8%
MultiChoice Group
Content Production,          172          158              9.0%           158               9.0%           5.2%
Distribution and Other
Eliminations                 (19)         (24)             N/A            (24)              N/A            N/A
Total CANAL+ Group           2,169        1,539            41.0%          2,179             (0.4%)         (0.2%)
  Of which MultiChoice       617          N/A              N/A            657               (6.2%)         (4.0%)
  Group
        Of which             9            N/A              N/A            12                (25.0%)        N/A
        Showmax3
   Of which elimination      (14)         N/A              N/A            (17)              N/A            N/A
  linked to MultiChoice
  Group
CANAL+ excl.                 1,567        1,539            1.8%           1,539             1.8%           1.5%
MultiChoice Group

  Notes:
  (1) In 2025, the Group started the process of divesting its activities in Vietnam. Contributions relating to the
      Vietnam business are now excluded from revenue for three months to 31 March 2025 and 2026. Q12025
      revenue has therefore been restated to exclude Vietnam.
  (2) The Q1 2025 restated was adjusted to include the contribution of MultiChoice as if the acquisition had
      occurred on 1 January 2025. The audited information is prepared and provided to assist comparison with
      revenues for Q1 2026 of the Group.
  (3) The Showmax service in Africa will be phased out end of April 2026 and as such the financial contribution
      from Showmax will be shown as a 'discontinued operation' effective from 1st May 2026 (retroactively 1st
      January). Results for Q1 2025 and 2026 therefore still include Showmax revenue for the three months to 31st
      March 2025 and 2026 of €12m and €9m. respectively.
  (4) Like-for-like Q1 2026 revenue growth calculated at constant scope(such that the revenues of the prior period
      are adjusted to reflect the acquisitions and disposals of the current period) and currency (such that the foreign
      currency exchange rate in the current period are adjusted to reflect the acquisitions and disposals of the
      current period) and currency (such that the foreign currency exchange rate in the current period is applied to
      the prior period results).

7.   SHARE CAPITAL

     The Company is not required to have an authorised share capital.

     The issued share capital of the Company is set out below:

      Issued Share Capital                                                                       €'000

      991,959,494 fully paid ordinary shares in issue, with a nominal value of €0.25 each        2,480


     As at the date of this announcement, there are 11,408,237 ordinary shares held in treasury, which
     do not carry voting rights, and none of the shares carry any special rights with regard to the control
     of the Company.

     There are no restrictions on transfer or limitations on the holding of CANAL+ ordinary shares, other
     than the customary provisions included in the Company's by-laws to satisfy the requirements under
     applicable laws and regulations.

     On the Listing Date, all shares in issue will rank pari passu in all respects, including in respect of
     voting rights, dividends and other distributions.


8.   MAJOR SHAREHOLDERS

     As at 31 December 2025 (as far as the Company is aware[1]), the following significant holdings,
     directly and/or indirectly, of at least 5% in the Company, were set out on page 100 of the Company's
     2025 Annual Report, available on the Company's website at
     https://www.canalplusgroup.com/uploads/Canal_Annual_Report_2025_a6dcc129e8.pdf and is
     incorporated by reference.


                                                                    % of the
                                                                      issued
                                                Number of           ordinary
      Shareholder                          ordinary shares      share capital         Nature of holding

      Bolloré Group                             334,369,610            33.71[2]                   shares
      Rubric Capital Management LP               50,925,541               5.10    Contract for difference
      Morgan Stanley                             51,859,382               5.23          Indirect interest
                                                                                                (5.02%)
                                                                                    Right of recall over
                                                                                      securities lending
                                                                                   agreements (0.16%)
                                                                                   Equity swap (0.05%)
      Helikon Long Short Equity Fund             49,802,071               5.06      Cash settled equity
      Master ICAV                                                                                   swap
      Bank of America                            49,468,465               5.05          Indirect interest
                                                                                                (4.99%)
                                                                                          Right to recall
                                                                                               (<0.00%)
                                                                                        Swaps (0.05%)
       Notes:
       (1) Subject to certain exemptions as outlined in Rule 5 of the Disclosure, Guidance and Transparency Rules
           ("DTR5"), as a non-UK issuer, notification is required to be made to the Company under DTR5 if the
           percentage held reaches, exceeds or falls below the thresholds of 5%, 10%, 15%, 20%, 25%, 30%, 50%
           and 75%. The above holdings may therefore not be wholly accurate statements of the actual
           shareholder holdings at 31 December 2025 and the date of this announcement. Except as noted in
           footnote 2, the percentage was calculated at the time the relevant disclosure was made in accordance
           with DTR5.
       (2) Percentage holding is based on the total issued share capital of 991,959,494 ordinary shares at 31
           December 2025. Bolloré Group held 34.10% of the total voting rights as at 31 December 2025, on the
           basis of 980,551,257 ordinary shares with voting rights.


9.      CANAL+ DIRECTORS

       As permitted under French law, the Company is a French société anonyme which has adopted a
       two-tier board structure comprising a Management Board (which collectively conducts the day-to-
       day management and operations, and execution of corporate strategy of the Company) and a
       Supervisory Board (which provides strategic oversight and oversees the Management Board's
       management of the Company).

       The full names and capacities of the members of the Management Board and of the Supervisory
       Board are provided below:

                 Full Name                                 Capacity                                     Status

       Management Board (Executive Directors)

        Maxime Saada                                       Chairman        of the            Non-Independent
                                                           Management Board, Chief
                                                           Executive Officer

        Amandine Ferré                                     Member of the Management          Non-Independent
                                                           Board,  Chief    Financial
                                                           Officer

        Anna Marsh                                         Member of the Management          Non-Independent
                                                           Board, Deputy CEO, Chief
                                                           Content Officer

        Christophe Pinard-Legris                           Member of the Management          Non-Independent
                                                           Board, CANAL+ Europe
                                                           CEO & CANAL+ France
                                                           CEO in charge of business

        David Mignot                                       Member of the Management          Non-Independent
                                                           Board, CANAL+ Africa CEO,
                                                           CEO MultiChoice

        Gérald-Brice Viret2                                Permanent invitee, CANAL+         Non-Independent
                                                           France CEO in charge of
                                                           Programmes and Channels

2 Standing attendee of the Management Board.

        
        Supervisory Board3 (Non-Executive Directors)

        Yannick Bolloré                                        Member of the Supervisory           Non-Independent
                                                               Board, Non-Executive Chair

        Christel Heydemann                                     Member of the Supervisory           Non-Independent
                                                               Board,      Non-Executive
                                                               Director

        Arnaud de Puyfontaine                                  Member of the Supervisory           Non-Independent
                                                               Board,      Non-Executive
                                                               Director

        Jean-Christophe Thiery                                 Member of the Supervisory           Non-Independent
                                                               Board,      Non-Executive
                                                               Director

        Xavier Mayer                                           Vice Chair and Senior                     Independent
                                                               Independent Non-Executive
                                                               Director

        Maud Bailly                                            Member of the Supervisory                 Independent
                                                               Board,      Non-Executive
                                                               Director

        Robert Bakish                                          Member of the Supervisory                 Independent
                                                               Board,      Non-Executive
                                                               Director

        Philippe Benacin                                       Member of the Supervisory                 Independent
                                                               Board,      Non-Executive
                                                               Director

        Pierre-Ignace Bernard                                  Member of the Supervisory                 Independent
                                                               Board,      Non-Executive
                                                               Director

        Ségolène Gallienne-Frère                               Member of the Supervisory                 Independent
                                                               Board,      Non-Executive
                                                               Director

        Emmanuelle                                             Member of the Supervisory                 Independent
                                                               Board,      Non-Executive
        Malecaze-Doublet                                       Director

        Martine Studer                                         Member of the Supervisory                 Independent
                                                               Board,      Non-Executive
                                                               Director




3 The appointment of two additional members, Mercedes Erra and Elias Masilela, will be submitted to the approval of the
  shareholders at the Combined General Meeting on 29 May 2026.


10. MANAGEMENT BOARD'S STATEMENTS

   The Management Board confirms that CANAL+ has, to the best of their knowledge and belief,
   adhered to all legal and regulatory requirements of the LSE.

   The Management Board members have no reason to believe that the working capital available to
   the Company will be insufficient for at least 12 months from the Listing Date.


11. SALIENT DATES AND TIMES RELATING TO THE LISTING

   The salient dates and times relating to the listing are set out below.

                                                                                                   2026

    Publish Pre-Listing Announcement on the Stock Exchange News                       Tuesday, 12 May
    Service ("SENS") of the JSE

    Listing and commencement of trading of CANAL+ ordinary shares on               Wednesday, 3 June
    the Main Board of the JSE from the commencement of trade at 09:00
    on


   Notes:
   The dates and times applicable to the listing are subject to amendment at the discretion of CANAL+. Any
   such amendment will be released on SENS and the RNS.


12. FORM, CURRENCY AND SETTLEMENT OF CANAL+ SHARES

   CANAL+ ordinary shares, as securities issued by a company not incorporated in South Africa,
   cannot be held in uncertificated form or transferred electronically in the system operated by Strate
   Proprietary Limited ("Strate"). Investors on the JSE ("South African Shareholders") will be able
   to hold and trade beneficial interests in underlying CANAL+ ordinary shares credited to the account
   of Strate with Euroclear and Strate will hold such shares as nominee for and on behalf of the South
   African Shareholders.

   South African Shareholders will have an entitlement to CANAL+ ordinary shares but will not be the
   registered holders thereof. Accordingly, South African Shareholders will only be able to exercise
   their rights attached to the CANAL+ ordinary shares (including the right to vote at general
   meetings) by instructing Computershare, the Company's transfer secretaries, to exercise these
   rights on their behalf.

   CANAL+ shares will settle through a direct cross-border link between Strate and Euroclear as
   Central Securities Depositories in their respective markets, enabling same-day (T+0) movement
   of holdings with no change in beneficial ownership. This means South African investors hold
   CANAL+ shares as part of a single global pool with transparent pricing, seamless access to
   international liquidity, and the efficiency of fully interchangeable shares across markets.

   Further information relating to trading in the CANAL+ ordinary shares, including details on the
   clearance and settlement processes for trading in the CANAL+ ordinary shares on the JSE, as
   well as documentation relating thereto which will be electronically provided to the extent requested,
   may be obtained by contacting Computershare by telephone on +27 11 370 5000 or by e-mail on
   GroupAdmin1@Computershare.co.za.

13. PUBLIC SHAREHOLDER SPREAD

   On the Listing Date, CANAL+ will have a sufficient spread of shareholders on the LSE. In addition,
   CANAL+ has put arrangements in place, to the satisfaction of the JSE's clearing and settlement
   division, to ensure that there is sufficient scrip available on the JSE on the Listing Date.


14. PROPOSED DIVIDEND DISTRIBUTION

   On Wednesday, 11 March 2026, the Company announced that the CANAL+ Management Board
   would propose to shareholders of the Company (as approved by the CANAL+ Supervisory Board)
   the payment of a dividend of 2.2 Euro cents per CANAL+ ordinary share (representing a total
   distribution of c. €22 million based on the number of shares entitled to dividend as of 31 December
   2025). Subject to the approval of the shareholders of the Company at the Annual General Meeting
   on Friday, 29 May 2026, the dividend is proposed to be paid on Monday, 15 June 2026 to
   shareholders in the register (including South African Shareholders) on Friday, 12 June 2026.

   For purposes of South Africa dividends tax reporting, the source of income for the dividend
   payment is France.

                                                                                                    2026
    Announcement of the Euro/Rand exchange rate and dividend tax                          Monday, 8 June
    information by 11:00 South African time, no later than(1)(2)
    Last day to trade on the JSE to qualify for dividend                               Tuesday, 9 June
    Ex-dividend on the JSE from the commencement of trading                         Wednesday, 10 June
    Record date                                                                         Friday, 12 June
    Payment date of dividend                                                          Monday, 15 June

   Notes:
   (1) South African Shareholders will be paid in South African Rand by way of electronic funds transfer.
   (2) No share transfers will be permitted between the LSE and the JSE between Monday, 8 June 2026 and
       Friday, 12 June 2026 (both days inclusive). Share certificates in respect of CANAL+ ordinary shares on
       the JSE may not be dematerialised or rematerialised between Wednesday, 10 June 2026 and Friday,
       12 June 2026 (both days inclusive).


15. SIGNIFICANT CHANGES

   There have been no significant changes in the financial or trading position of CANAL+ that have
   occurred since 31 December 2025, being the last financial period for which the audited financial
   results of the Company have been published, and the date of this Pre-Listing Announcement.


16. DIFFERENCES BETWEEN THE REGULATORY AND LEGISLATIVE FRAMEWORK

   In compliance with section 3.20 of the JSE Listings Requirements, a comparative table including
   the differences between certain provisions of the JSE Listings Requirements and the regulatory
   and legislative framework in the UK and France will be available on the Company's website at
   www.canalplusgroup.com/en/essentials/jse-listing


   The Company is not subject to the statutory takeover law regimes of France, the United Kingdom,
   South Africa, nor of any other jurisdiction. Further detail in this regard is set out in the comparative
   table referred to above.

17. AVAILABILITY OF DOCUMENTS

    Documents, such as this Pre-Listing Announcement, the Company's by-laws, financial statements,
    sustainability and corporate governance policies, public announcements and investor
    presentations which CANAL+ has made public since its admission on the LSE are available on
    the Company's website at https://www.canalplusgroup.com/en

Issy-Les-Moulineaux, France
12 May 2026

Joint Financial Advisors and Transaction Sponsors
BofA Securities
The Standard Bank of South Africa Limited

Legal Advisor
Bowmans

Transfer Secretaries
Computershare Investor Services Proprietary Limited

DISCLAIMER
This pre-listing announcement does not constitute an offer to the public for the sale of or subscription
for, or the solicitation of an offer to buy and/or subscribe for, shares as contemplated in the South African
Companies Act, No. 71 of 2008 (as amended) ("Companies Act"), or otherwise and will not be
distributed to any person in South Africa in any manner which could be construed as an offer to the
public in terms of the Companies Act. This pre-listing announcement does not constitute a prospectus
registered and/or issued in terms of or an advertisement of an offer to the public contemplated in the
Companies Act. This pre-listing announcement includes statements about CANAL+ that are, or may be
deemed to be, forward-looking statements. All statements other than statements of historical fact are,
or may be deemed to be, forward-looking statements. These forward-looking statements are not based
on historical facts, but rather reflect current expectations concerning future results and events and
generally may be identified by the use of forward- looking words such as "targets", "believe", "aim",
"expect", "project", "anticipate", "intend", "foresee", "forecast", "likely", "should", "planned", "may", "will",
"estimated", "potential" or similar words and phrases. Examples of forward-looking statements include
statements regarding a future financial position or future profits, cash flows, corporate strategy,
estimates of capital expenditures, acquisition strategy, or future capital expenditure levels, and other
economic factors, such as, amongst other things, interest and exchange rates and public sector spend
and resource allocation. By their nature, forward-looking statements involve known and unknown
uncertainties, assumptions and other important factors, because they relate to events and depend on
circumstances that may or may not occur in the future, whether or not outside of the control of CANAL+.
Such factors may cause CANAL+'s actual results, financial and operating conditions, liquidity and the
developments within the industry in which CANAL+ intends to operate to differ materially from those
made in, or suggested by, the forward-looking statements contained in this pre-listing announcement.
CANAL+ cautions that forward-looking statements are not guarantees of future performance. All these
forward-looking statements are based on estimates and assumptions made by CANAL+, all of which
estimates and assumptions, although CANAL+ believes them to be reasonable, are inherently
uncertain. Accordingly, no assurance can be given that any such forward-looking statements will prove
to have been correct. Any forward-looking statement made in this pre-listing announcement or
elsewhere is applicable only at the date on which such forward-looking statement is made. New factors
that could cause the business of CANAL+ not to develop as expected may emerge from time to time
and it is not possible to predict all of them. Further, the extent to which any factor or combination of
factors may cause actual results to differ materially from those contained in any forward-looking
statement is not known. CANAL+ has no duty to, and does not intend to, update or revise the forward-
looking statements contained in this pre-listing announcement after the date of this pre-listing
announcement, except as may be required by law or regulation.

Date: 12-05-2026 08:00:00
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