Brait SE (JSE:BAT) News - Publication of a circular to shareholders and notice of extraordinary general meeting

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”)

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.

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

Shareholders are referred to the announcements published today on the website of the Luxembourg
Stock Exchange (and released on the Stock Exchange News Service of the exchange operated by the
JSE Limited (“JSE”)), relating to the proposed rights offer to Brait shareholders to subscribe for
exchangeable bonds to be issued by Brait’s wholly-owned subsidiary, Brait Investment Holdings
Limited, which exchangeable bonds will be listed on the Main Board of the JSE and exchangeable into
Brait ordinary shares (“Exchangeable Bonds”) ("Rights Offer”).

Notice is hereby given that an Extraordinary General Meeting (“EGM”) of the Company’s shareholders
will be convened on Wednesday, 22 December 2021 in order to consider and, if deemed fit, to pass,
with or without modification, the ordinary resolution necessary to authorise and empower the board of
directors of Brait to issue and allot new Brait ordinary shares (or grant rights or options to subscribe
for or exchange into new Brait ordinary shares) in connection with the Rights Offer. The approval of a
simple majority of voting rights attached to the shares represented and entitled to vote at the EGM will
be required to pass the ordinary resolution pursuant to the Rights Offer. If the requisite shareholder
approval is received at the EGM to pass this ordinary resolution, the Exchangeable Bonds will be
exchangeable into new Brait ordinary shares at the option of the holder thereof and in accordance
with the terms and conditions of the Exchangeable Bonds. If shareholder approval is not received at
the EGM, the Company shall redeem all of the Exchangeable Bonds outstanding on the date falling
10 business days after the results of the EGM are published (“Redemption Date”) at their principal
amount, together with accrued but unpaid interest up to (but excluding) the Redemption Date. The
Company has secured irrevocable commitments from Shareholders in excess of the majority required
to pass the ordinary resolution pursuant to the Rights Offer.

The Rights Offer and the issuance of the Exchangeable Bonds are separate to and not conditional on
the passing of the two special resolutions that the Company is proposing at the EGM, which seek to (i)
amend the class rights of the Company’s ordinary shares to redesignate them from shares having a
par value of EUR0.22 each to shares of no par value, and (ii) cater for the requisite amendment to the
Company’s Constitution in this regard. Redesignating and amending the class rights of the ordinary
shares such that they no longer have a par value removes the restriction under section 56(3) of the
Mauritian Act on the Company issuing ordinary shares at a price below their par value, which at
present is EUR0.22. These two special resolutions will require the approval of not less than 75% in
nominal value of the shares represented and entitled to vote at the EGM.

The EGM will be held at Labourdonnais Waterfront Hotel, Caudan Waterfront, Port Louis, Mauritius at
10:00 (MUT) on Wednesday, 22 December 2021.

Copies of the circular to shareholders incorporating a notice of the EGM and form of proxy (“Circular”)
are available to view, download and print on the ‘Investors/Results and Reports’ section of the
Company’s website at www.brait.com (https://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, the Luxembourg
Registrar and Transfer Agent and the South African Registrar and Transfer Agent (at the addresses
set out in the Circular).

Salient dates

The salient dates and times pertaining to the EGM, also disclosed in the Circular, are set out in the table below.

  Issuer name                                                                                 Brait P.L.C.
  Type of instrument                                                                       Ordinary shares
  ISIN                                                                                        LU0011857645
  JSE share code                                                                                       BAT
  Meeting type                                                               Extraordinary General Meeting
  Meeting venue                                                     Labourdonnais Waterfront Hotel, Caudan
                                                                         Waterfront, Port Louis, Mauritius                                                                       
  Record date – to determine which shareholders are
  entitled to receive the notice of meeting                                       Friday, 12 November 2021 
  Publication/posting date                                                       Tuesday, 23 November 2021
  Last day to trade – Last day to trade to determine
  eligible shareholders that may attend, speak and vote at                        Monday, 13 December 2021
  the Meeting
  Record date – Record date to determine eligible
  shareholders that may attend, speak and vote at the                             Friday, 17 December 2021
  meeting
  Meeting deadline date (for administrative purposes,
  forms of proxy for the meeting to be lodged)                      10:00 MUT on Tuesday, 21 December 2021
  Meeting date                                                    10:00 MUT on Wednesday, 22 December 2021
  Publication of results                                                       Wednesday, 22 December 2021
  Web site link                                                                              www.brait.com

Port Louis, Mauritius
23 November 2021

Brait´s primary listing is on the Euro MTF market of the Luxembourg Stock Exchange and its secondary
listing is on the JSE.

Sponsor:
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Date: 23-11-2021 08:45:00
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