Brait : Circular to shareholders and notice of extraordinary general meeting

Brait SE

(Registered in Malta as a European Company)

(Registration No. SE1)

Share code: BAT ISIN: LU0011857645

Bond code: WKN: A1Z6XC ISIN: XS1292954812

LEI: 549300VB8GBX4UO7WG59

("Brait" or the "Company")

This announcement is for information purposes only and does not contain or constitute an offer of, or the solicitation of an offer to buy, any securities referred to herein to any person in any jurisdiction, including the United States, Australia, Canada, Japan or South Africa. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with any offer or commitment whatsoever in any jurisdiction.

PUBLICATION OF A CIRCULAR TO SHAREHOLDERS AND NOTICE OF EXTRAORDINARY GENERAL MEETING

Further to the announcements released on the Stock Exchange News Service ("SENS") of the Johannesburg Stock Exchange ("JSE") and published on the website of the Luxembourg Stock Exchange ("LuxSE") on 27 November 2019 relating to the proposed Recapitalisation of Brait (the "Recapitalisation Announcement"), the Company announces that a circular to Brait shareholders ("Shareholders") relating to the Recapitalisation (the "Circular") and incorporating a notice of extraordinary general meeting (the "Notice of EGM") was posted to Shareholders today.

The extraordinary general meeting will be held at the Company's registered office at 4th Floor, Avantech Building, St. Julian's Road, San Gwann, SGN 2805, Malta at 11:00 CET on Tuesday, 14 January 2020 (the "EGM").

Copies of the Circular and the Notice of EGM are available to view, download and print on the Company's website at http://brait.investoreports.com/investor-relations/results-and-reports/and are also available for collection, free of charge, during normal business hours on any business day up until close of the EGM from the registered office of the Company at 4th Floor, Avantech Building, St. Julian's Road, San Gwann, SGN 2805, Malta and from the offices of Brait South Africa Proprietary Limited at Office Level 7, Rosebank Towers, 15 Biermann Avenue, Rosebank, Johannesburg, 2196,South Africa.

Unless otherwise stated, capitalised terms used in this announcement have the same meaning given in the Recapitalisation Announcement.

Timetable of Principal Events
Record date by which Shareholders must be recorded on the	29 November 2019
Register in order to receive the Circular and Notice of EGM

The Circular and Notice of EGM of the Company published by	4 December 2019
the Company on the Company's website
Last day to trade Shares in order to be recorded on the Register	30 December 2019
to be eligible to participate in and vote at the EGM
Voting record date for Shareholders to be recorded on the	3 January 2020
Register to be eligible to participate in and vote at the EGM
Latest time by which Dematerialised Shareholders (other than	11:00 (CET) on 13 January
"own name" registered Dematerialised Shareholders) who wish	2020
to attend the EGM are required to provide a copy of their letters
of representation to the Company
Latest time for submission of Form of Proxy to the Luxembourg	11:00 (CET) on 13 January
Registrar and Transfer Agent or South African Registrar and	2020
Transfer Agent
Latest time for submission of Form of Proxy to the Company's	11:00 (CET) on 13 January
registered office	2020
EGM	11:00 (CET) on 14 January
	2020
Results of the EGM to be published on the website of the LuxSE	As soon as possible
and published on SENS	following the EGM
The Rights Offer is expected to be launched and announcement	Towards end of January
thereof on the website of the LuxSE and on SENS

These times and dates are indicative only and are subject to change. All dates are estimations based on current expectations of the Company and are subject to change, which will depend on, amongst other things, Shareholder approval of the Recapitalisation and satisfaction of the other conditions and requirements to effect the Recapitalisation. If any of the dates relating to the Rights Offer in this expected timetable change to a material extent, details of the new times and dates will be notified to the Shareholders by an announcement on the website of the LuxSE and on SENS.

San Gwann, Malta

4 December 2019

Brait is primarily listed and admitted to trading on the Euro MTF market of the Luxembourg Stock Exchange and its secondary listing is on the exchange operated by the JSE Limited.

Financial Advisor and Sponsor to Brait

Rand Merchant Bank, a division of FirstRand Bank Limited

Important Notice and Disclaimer

The release, publication or distribution of this announcement in jurisdictions other than South Africa may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe, any applicable restrictions or requirements. Any failure to comply with such restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, Brait disclaims any responsibility or liability for the violation of such requirements by any person.

This announcement is for information purposes only and is not intended to and does not constitute, or form part of, any offer or invitation to purchase, subscribe for or otherwise acquire or dispose of, or any solicitation to purchase or subscribe for or otherwise acquire or dispose of, any securities in any jurisdiction. Persons needing advice should consult an independent financial adviser. The information contained in this announcement is not for release, publication or distribution to persons in any jurisdiction where to do so might constitute a violation of local securities laws or regulations. The information in this announcement does not purport to be full or complete and is subject to change without notice.

Neither this announcement nor the Rights Offer constitutes an ''offer to the public'' in South Africa in terms of the South African Companies Act No. 71 of 2008, as amended.

The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or under the securities legislation of any state or other jurisdiction of the United States or under the applicable securities laws of Australia, Canada or Japan. The securities referred to herein may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. There has been and will be no public offering of the securities referred to herein in the United States.

This announcement is only being distributed to and is only directed at: (i) persons who are outside the United Kingdom; or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); or (iii) high net worth entities falling within Article 49(2)(a) to (d) of the Order; or (iv) persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as "Relevant Persons"). The rights offer shares are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such rights offer shares will be engaged in only with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this announcement or any of its contents.

In any member state of the European Economic Area (other than the United Kingdom) that has implemented Regulation (EU) 2017/1129 (the "Prospectus Regulation"), this announcement is only addressed to and is only directed at qualified investors in that member state within the meaning of the Prospectus Regulation.

The information in this announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction, or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions.