JSE Sens

BRAIT SE - BAT : Results of extraordinary general meeting

2020/01/14 15:30:18

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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.

                    
BAT : Results 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')

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):

                                 Votes cast at the EGM                                  Shares voted FOR disclosed as     Shares voted AGAINST disclosed
                                                                                        a percentage of the total         as a percentage of the total
                                                                                        number of shares represented      number of shares represented
                                                                                        and voted at the EGM              and voted at the EGM
Resolutions                                                                             (note 2)                          (note 2)

                                 For                Against           Abstained

Resolution 1.                    378,165,258        1,351,937         131,010           99.61%                             0.36%
(Extraordinary resolution)
Increase of authorised share
capital

Resolution 2. (Ordinary          370,457,707        9,057,033         133,465           97.58%                             2.39%
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          378,211,344        1,303,151         133,710           99.62%                             0.34%
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

Resolution 4. (Ordinary          370,402,480        9,112,015         133,710           97.56%                             2.40%
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.                    369,878,427        9,637,126         132,652           97.43%                             2.54%
(Extraordinary resolution)
Authority to disapply the pre-
emption rights in connection
with the issue of the Bonds

Resolution 6.                    378,738,005        777,548           132,652           99.76%                             0.20%
(Extraordinary resolution)
Authority to disapply the pre-
emption rights in connection
with the Rights Offer

Resolution 7.                    369,878,427        9,637,126         132,652           97.43%                             2.54%
(Extraordinary resolution)
Authority to disapply the pre-
emption rights in connection
with the Top-Up Subscription

Resolution 8.                    379,500,544        15,254            132,407           99.96%                             0.00%
(Extraordinary resolution)
Cancellation of Brait
Treasury Shares

Resolution 9.                    378,764,565        750,988           132,652           99.77%                             0.20%
(Extraordinary resolution)
Adoption of New Articles

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.

Date: 14-01-2020 03:30:00
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