Brait SE (JSE:BAT) News - Results announcement regarding Brait’s fully committed and underwritten rights offer

BRAIT P.L.C.
(Registered in Mauritius as a Public Limited Company)
(Registration No. 183309 GBC)
Share code: BAT ISIN: LU0011857645
Bond code: WKN: A2SBSU ISIN: XS2088760157
LEI: 549300VB8GBX4UO7WG59
("Brait" or the "Company" or "Group")

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR
RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, TO
US PERSONS OR IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR ANY OTHER
STATE OR JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF
SECURITIES IN ANY JURISDICTION.

RESULTS ANNOUNCEMENT REGARDING BRAIT’S FULLY COMMITTED AND UNDERWRITTEN RIGHTS
OFFER

1.   Introduction

     Brait shareholders are referred to the announcements released on the Stock Exchange News Service of
     the JSE Limited ("JSE") and published on the website of the Luxembourg Stock Exchange ("LuxSE") on
     Tuesday, 23 November 2021 and Thursday, 25 November 2021 entitled "Rights offer declaration
     announcement: renounceable rights offer" and "Rights offer finalisation announcement: fully committed R3
     billion renounceable rights offer", respectively ("Rights Offer Announcements").

     Terms defined in the Rights Offer Announcements have been used in this announcement.

2.   Results of the Rights Offer

     The Rights Offer closed at 12:00 (SAST) on Friday, 17 December 2021 and the Board advises that Brait
     has successfully raised ZAR3,000,000,000 from the issuance of 3,000,000 Exchangeable Bonds of
     ZAR1,000 each, issued by Brait’s wholly owned subsidiary, Brait Investment Holdings Limited. The
     Exchangeable Bonds were issued to those Qualifying Shareholders (or their renouncees) who exercised
     their Rights under the Rights Offer. The Exchangeable Bonds have been listed on the Main Board of the
     JSE, with effect from Tuesday, 14 December 2021.

     In terms of the (i) Exchangeable Bonds taken up by Qualifying Shareholders (or their renouncees) who
     exercised their Rights under the Rights Offer (ii) Excess Exchangeable Bonds allocated to Qualifying
     Shareholders (or their renouncees) pursuant to excess applications and (iii) Exchangeable Bonds
     allocated pursuant to underwriting, the results of the Rights Offer are set out below:


                                                                       Number of             Percentage of
                                                                       Exchangeable          Exchangeable
                                                                       Bonds                 Bonds
      
      Exchangeable Bonds available for subscription                       3,000,000                   100%
      Aggregate subscription for Exchangeable Bonds                       2,109,984                  70.3%
      Applications for Excess Exchangeable Bonds                          1,200,915                  40.0%
      Excess Exchangeable Bonds allocated                                   890,016                  29.7%
      Exchangeable Bonds allocated pursuant to Underwriting                       0                     0%
      Agreement


3.   Issue of Exchangeable Bonds

     Exchangeable Bonds were issued in Dematerialised form to Qualifying Shareholders (or their renouncees)
     who followed their Rights: to (i) the Dematerialised Shareholders’ brokers or CSDP’s; or (ii) in the case of
     Certificated Shareholders, to Computershare Nominees, today, Monday, 20 December 2021.

4.   Excess applications

     Brait has received applications for 1,200,915 Excess Exchangeable Bonds of which 890,016 Excess
     Exchangeable Bonds were allocated resulting in 310,899 applications, equivalent to approximately ZAR
     310,899,000, not being allocated. Excess Exchangeable Bonds were allocated on a pro rata basis to
     Qualifying Shareholders (or their renouncees) who applied for Excess Exchangeable Bonds.
     Dematerialised Shareholders’ accounts will be updated and debited by their CSDP or Broker on
     Wednesday, 22 December 2021, in respect of successful excess applications. In the case of Certificated
     Shareholders, Excess Exchangeable Bonds will be issued in Dematerialised form to Computershare
     Nominees on Wednesday, 22 December 2021. Refund payments in respect of unsuccessful applications
     by Certificated Shareholders for Excess Exchangeable Bonds will be made on Wednesday, 22 December
     2021.

5.   Impact on Existing Convertible Bonds

     No adjustment is required to Brait’s 6.50 per cent convertible bonds due 2024 issued by Brait on
     4 December 2019, with the ISIN XS2088760157 ("Existing Convertible Bonds") as a result of the Rights
     Offer.

6.   Issued share capital post the Rights Offer

     Following the Rights Offer, Brait’s number of issued shares has remained at 1,319,992,804.

Mauritius
20 December 2021

For further information please contact: invest@brait.com
Brait’s primary listing (ordinary shares) is on the Euro MTF market of the LuxSE and its secondary listing is on
the exchange operated by the JSE. The Company’s Existing Convertible Bonds are dual listed on the Open
Market (Freiverkehr) segment of the Frankfurt Stock Exchange as well as the Official Market of the Stock
Exchange of Mauritius Ltd ("SEM").

Financial Advisor, Arranger and JSE Sponsor to Brait:
Rand Merchant Bank, a division of FirstRand Bank Limited

SEM Authorised Representative and Sponsor:
Perigeum Capital Ltd

International Counsel to Brait:
Linklaters LLP

Mauritian Counsel to Brait:
Eversheds Sutherland

South African Counsel to Brait:
DLA Piper Advisory Services Proprietary Limited

South African Counsel to Brait on the Exchangeable Bonds:
Webber Wentzel

South African Counsel to the Financial Advisor and Arranger:
Bowman Gilfillan Inc.


This notice is issued pursuant to SEM Listing Rule 11.3, the JSE Listings Requirements and LuxSE Rules and
Regulations. The directors of Brait accept full responsibility for the accuracy of the information contained in this
announcement.


Important Notice and Disclaimer

The release, publication or distribution of this announcement (the "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.

This Announcement is restricted and is not for release, publication or distribution, in whole or in part, directly or indirectly, to U.S. persons
(as defined in Regulation S under the Securities Act of 1933 (the "Securities Act")) or in or into the United States of America, Australia,
Canada, Japan or any other jurisdiction in which such release, publication or distribution would be unlawful. This Announcement is for
information purposes only, does not purport to be full or complete, is subject to change and shall not constitute or form part of an offer or
solicitation of an offer to purchase or sell securities in the United States of America or any other jurisdiction, nor shall there be any sale of
securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities
laws of any such jurisdiction. Any failure to comply with these restrictions may constitute a violation of the securities laws of such
jurisdictions. No reliance may be placed for any purpose on the information contained in this Announcement or its accuracy or completeness.

The distribution of this Announcement and the offering for sale of the Rights, the Exchangeable Bonds and the ordinary shares of Brait to
be issued upon exchange of the Exchangeable Bonds in certain jurisdictions may be restricted by law. The Rights, the Exchangeable Bonds
and the ordinary shares of Brait to be issued upon exchange of the Exchangeable Bonds may not be offered to the public in any jurisdiction
in circumstances which would require the preparation or registration of any prospectus or offering document relating to the shares in such
jurisdiction. No action has been taken by Brait, the Underwriters or any of their respective affiliates that would permit an offering of such
securities or possession or distribution of this Announcement or any other offering or publicity material relating to such shares in any
jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by Brait and
the Underwriters to inform themselves about, and to observe, such restrictions.

The Rights, the Exchangeable Bonds and the ordinary shares of Brait to be issued upon exchange of the Exchangeable Bonds have not
been and will not be registered under the United States Securities Act, and subject to certain exceptions, may not be offered or sold within
the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act). There will be no
public offer of the Rights, the Exchangeable Bonds and the ordinary shares of Brait to be issued upon exchange of the Exchangeable
Bonds in the United States of America or in any other jurisdiction.

This Announcement and the offering when made are only addressed to, and directed in, the United Kingdom and Member States of the
European Economic Area (the "EEA") at persons who are "qualified investors" within the meaning of the Prospectus Regulation ("qualified
investors"). For these purposes, the expression "Prospectus Regulation" means Regulation (EU) 2017/1129 and Regulation (EU)
2017/1129 as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "EUWA").

In addition, in the United Kingdom, this Announcement is only being distributed to and is only directed at: (i) qualified investors who have
professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the "Order"); (ii) qualified investors falling within Article 49(2)(a) to (d) of the Order; and
(iii) qualified investors to whom it may otherwise lawfully be communicated (all such persons together being referred to as "Relevant
Persons"). This announcement must not be acted on or relied on (i) in the United Kingdom, by persons who are not Relevant Persons, and
(ii) in any Member State of the EEA, by persons who are not qualified investors. Any investment or investment activity to which this
Announcement relates is available only to (a) Relevant Persons in the United Kingdom and will be engaged in only with relevant persons
in the United Kingdom and (b) qualified investors in Member States of the EEA.

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.

The Exchangeable Bonds are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise
made available to any retail investor in the EEA or the United Kingdom. For these purposes, a retail investor means (A) in the EEA, a person
who is one (or more) of: (i) a retail client as defined in Point (11) of Article 4(1) of MiFID II, or (ii) a customer within the meaning of Directive
(EU) 2016/97, where that customer would not qualify as a professional client as defined in Point (10) of Article 4(1) of MiFID II and (B) in
the United Kingdom, a person who is one (or more) of (I) a retail client, as defined in Point (8) of Article 2 of Regulation (EU) No. 2017/565
as it forms part of the United Kingdom domestic law by virtue of the EUWA or (II) a customer within the meaning of the provisions of the
Financial Services and Markets Act 2000 of the United Kingdom (the "FSMA") and any rules or regulations made under the FSMA to
implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in Point (8) of Article 2(1) of
Regulation (EU) No. 600/2014 as it forms part of United Kingdom domestic law by virtue of the EUWA. Consequently, no Key Information
Document is required by Regulation (EU) No. 1286/2014, as amended (the "PRIIPS Regulation") or the PRIIPS Regulation as it forms part
of United Kingdom domestic law by virtue of the EUWA (the "UK PRIIPS Regulation") for offering or selling the Rights and/or the
Exchangeable Bonds or otherwise making them available to retail investors in the EEA or the United Kingdom has been prepared and
therefore offering or selling the Exchangeable Bonds or otherwise making them available to any retail investors in the EEA or the United
Kingdom may be unlawful under the PRIIPS Regulation and/or the UK PRIIPS Regulation.

This Announcement contains forward-looking statements with relation to the proposed Rights Offer, including its terms, expected timetable
and principal events, the rationale for the Rights Offer, irrevocable undertakings, the Exchangeable Bonds and their terms, and the
publication of the rights offer circular and prospectus. Forward-looking statements are sometimes, but not always, identified by their use of
a date in the future or such words as "will", "anticipates", "aims", "could", "may", "should", "expects", "believes", "intends", "plans", "prepares"
or "targets" (including in their negative form or other variations). By their nature, forward-looking statements are inherently predictive,
speculative and involve risk and uncertainty because they relate to events and depend on circumstances that may or may not occur in the
future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied
by these forward-looking statements. All subsequent written or oral forward-looking statements attributable to Brait, any member of the Brait
group, the Underwriters or any persons acting on their behalf are expressly qualified in their entirety by the factors referred to above. No
assurances can be given that the forward-looking statements in this document will be realised. Any forward-looking statements are made
of the date of this Announcement. Brait does not assume any obligation to update any forward-looking statements made beyond statutory
disclosure obligations.

The information contained in this Announcement constitutes factual information as contemplated in section 1(3)(a) of the South African
Financial Advisory and Intermediary Services Act, 2002 ("FAIS Act") and should not be construed as an express or implied recommendation,
guide or proposal that any particular transaction in respect of the Exchangeable Bonds, the ordinary shares of Brait or in relation to the
business or future investments of Brait or any member of the Brait Group, is appropriate to the particular investment objectives, financial
situations or needs of a prospective investor, and nothing in this Announcement should be construed as constituting the canvassing for, or
marketing or advertising of, financial services in South Africa. The Company is not a financial services provider licensed as such under the
FAIS Act.

RMB is acting exclusively for the Company and no-one else in connection with the Proposed Transaction. They will not regard any other
person as their respective clients in relation to the Proposed Transaction and will not be responsible to anyone other than the Company for
providing the protections afforded to their respective clients, nor for providing advice in relation to the Proposed Transaction, the contents
of this Announcement or any transaction, arrangement or other matter referred to herein.

Neither RMB nor any of its directors, officers, employees, advisers or agents makes any representation or warranty, express or implied, as
to the accuracy, completeness or verification of the information set forth in this Announcement, and nothing contained in this Announcement
is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or the future. Neither RMB nor any of its
respective directors, officers, employees, advisers or agents accepts any responsibility for its accuracy, completeness or verification and,
accordingly, disclaim, to the fullest extent permitted by applicable law, any and all liability which they might otherwise be found to have in
respect of this Announcement or any such statement.

Date: 20-12-2021 09:30:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
 information disseminated through SENS.