Brait : Results of the 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")

RESULTS OF EXTRAORDINARY GENERAL MEETING

Brait shareholders ("Shareholders") are referred to the announcements released by Brait on SENS and published on the website of the Luxembourg Stock Exchange on 27 November 2019 relating to the proposed Recapitalisation of Brait (the "Recapitalisation Announcement") and on 4 December 2019 relating to the publication of a circular to Shareholders regarding the proposed Recapitalisation of Brait (the "Circular") and incorporating a notice of extraordinary general meeting (the "Notice of EGM").

The Extraordinary General Meeting ("EGM") of Shareholders was 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 today, Tuesday, 14 January 2020. The resolutions tabled at the EGM were as set out in the Circular and Notice of EGM.

Extraordinary resolutions 1, 5, 6, 7, 8 and 9 together with ordinary resolutions 2, 3 and 4, were approved by the requisite majority of votes.

The Company confirms the voting statistics based on the total number of shares represented and voted at the EGM of 379,648,205 as follows (note 1):

Resolutions

Resolution 1. (Extraordinary resolution)

Increase of authorised share capital

Resolution 2. (Ordinary resolution)

Directors' authority to allot New Shares (or grant options or rights to subscribe for or convert into New Shares) in connection with the grant of conversion rights and their exercise by holders of the Bonds

Resolution 3. (Ordinary resolution)

Directors' authority to allot New Shares (or grant options or rights to subscribe for or convert into New Shares) in connection with the Rights Offer

				Shares voted FOR	Shares voted AGAINST
				disclosed as a percentage of	disclosed as a percentage of the
				the total number of shares	total number of shares
				represented and voted at the	represented and voted at the
Votes cast at the EGM		EGM	EGM
				(note 2)	(note 2)
For	Against		Abstained
378,165,258	1,351,937		131,010	99.61%	0.36%
370,457,707	9,057,033		133,465	97.58%	2.39%
378,211,344	1,303,151		133,710	99.62%	0.34%

Resolution 4. (Ordinary resolution)

Directors' authority to allot New Shares (or grant options or rights to subscribe for or convert into New Shares) in connection with the Top-Up Subscription

Resolution 5. (Extraordinary resolution)

Authority to disapply the preemption rights in connection with the issue of the Bonds

Resolution 6. (Extraordinary resolution)

Authority to disapply the preemption rights in connection with the Rights Offer

Resolution 7. (Extraordinary resolution)

Authority to disapply the preemption rights in connection with the Top-Up Subscription

Resolution 8. (Extraordinary resolution)

Cancellation of Brait

Treasury Shares

Resolution 9. (Extraordinary resolution)

Adoption of New Articles

370,402,480	9,112,015	133,710	97.56%	2.40%
369,878,427	9,637,126	132,652	97.43%	2.54%
378,738,005	777,548	132,652	99.76%	0.20%
369,878,427	9,637,126	132,652	97.43%	2.54%
379,500,544	15,254	132,407	99.96%	0.00%
378,764,565	750,988	132,652	99.77%	0.20%

Note 1:

Brait's total issued share capital is 525,599,215 ordinary shares. The total number of shares legally eligible to vote at the EGM, which excludes the 17,475,070 treasury shares held, is therefore 508,124,145 ordinary shares. This represents the legal base for determining the minimum 51% threshold (259,143,314 ordinary shares) required in order for extraordinary resolutions 1, 5, 6, 7, 8 and 9 to be voted on.

Note 2:

Brait Mauritius Limited, a wholly owned subsidiary in the Brait Group, voluntarily elected not to vote the 36,616,189 shares held by it. Therefore, the maximum number of shares that could be represented and eligible to vote at the EGM is 471,507,956.

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

Further announcements regarding the Rights Offer will be made at the appropriate time.

San Gwann, Malta

14 January 2020

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.

Sponsor

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.

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.

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.