BRAIT SE - Results of EGM to approve the proposed redomiciliation of the Company and proposed new Long Term Incentive Plan

Results of EGM to approve the proposed redomiciliation of the Company and proposed new Long Term Incentive Plan

BRAIT SE
(Registered in Malta as a European Company)
(Registration No.SE1)
Share code: BAT ISIN: LU0011857645
Bond code: WKN: A2SBSU ISIN: XS2088760157
LEI code: 549300VB8GBX4UO7WG59
(“Brait” or the “Company”)

RESULTS OF EGM TO APPROVE THE PROPOSED REDOMICILIATION OF THE COMPANY AND PROPOSED NEW LONG TERM INCENTIVE PLAN

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 8h30 CET on Friday, 30 October 2020. The resolutions tabled at the EGM were as set out in the Notice of EGM circulated to
Shareholders on Friday, 9 October 2020 (“Notice of EGM”). Unless otherwise stated, capitalised terms used in this announcement have the same meaning given
in the Notice of EGM.

Extraordinary resolutions 1(a),1(b),1(c), 2 and 3 together with ordinary resolutions 4 and 5 were approved by the requisite majority of votes (note 1).

The Company confirms the voting statistics based on the total number of shares represented and voted at the EGM of 994 202 606 as follows:

Resolutions                                 Votes cast at the EGM                                      Shares voted for, disclosed    Shares voted against
                                                                                                       as a percentage of the total   disclosed as a percentage
                                                                                                       number of shares               of the total number of
                                                                                                       represented and voted at       shares represented and
                                                                                                       the EGM                        voted at the EGM

                                            For                 Against           Abstained

Resolution 1(a)                             981 925 305         11 570 573        706 728              98.8%                          1.2%
(Extraordinary resolution)
Approval of the Draft Terms

Resolution 1(b)                             993 463 623         32 255            706 728              99.9%                          0.0%
(Extraordinary resolution)
Approval of the Conversion

Resolution 1(c)                             993 470 609         321 334           410 663              99.9%                          0.0%
(Extraordinary resolution)
Approval of the New Memorandum and
Articles of Association

Resolution 2                                993 469 100         26 179            707 327              99.9%                          0.00%
(Extraordinary resolution)
Approval of the Redomiciliation

Resolution 3                                993 469 699         26 179            706 728              99.9%                          0.00%
(Extraordinary resolution)
Approval of the New Constitution

Resolution 4                                838 232 746         155 396 132       573 728              84.3%                          15.6%
(Ordinary resolution)
Approval of the Long Term Incentive
Plan (“LTIP”) for Ethos and its
employees working on the Brait portfolio

Resolution 5                                993 462 586         33 292            706 728              99.9%                          0.0%
(Ordinary resolution)
Approval of the Board’s authority

Note 1:
Brait’s total issued share capital is 1 319 992 804 ordinary shares. In terms of Malta law, the legal base for determining the minimum 51% threshold required in
order for extraordinary resolutions 1(a),1(b),1(c),(2) and (3) to be voted on is therefore 673 196 330 shares.

San Gwann, Malta
2 November 2020

Brait is primary 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

Date: 02-11-2020 08:30:00
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