BAT - Brait S.A - Report on proceedings at extraordinary General Meeting

BAT - Brait S.A - Report on proceedings at extraordinary General Meeting        
("EGM"), changes to the board of directors and finalisation announcement        
BRAIT S.A.                                                                      
(Incorporated in Luxembourg)                                                    
(Registered address: 42, rue de la Vallee, L-2661 Luxembourg)                   
(RCS Luxembourg B-13861)                                                        
ISIN: LU0011857645                                                              
Share code: BAT                                                                 
("Brait" or "the Company")                                                      
REPORT ON PROCEEDINGS AT EXTRAORDINARY GENERAL MEETING ("EGM"), CHANGES TO      
THE BOARD OF DIRECTORS AND FINALISATION ANNOUNCEMENT                            
Holders ("Shareholders") of ordinary shares of no par value in Brait ("Brait    
Shares") are referred to the announcement released on SENS and on the website   
of the Luxembourg Stock Exchange ("LuxSE") on Monday, 4 April 2011 and in the   
press on Tuesday, 5 April 2011 ("Announcement") and the circular to             
Shareholders dated Monday, 18 April 2011 (the "Circular") relating to Brait`s   
ZAR5.9 billion capital raising through a fully-underwritten renounceable        
rights offer ("Rights Offer"), the potential private placement to the Brait     
South Africa Investment Team, the potential private placement to Titan          
Nominees (Proprietary) Limited, the acquisition of a 24.6% interest in Pepkor   
Holdings Limited ("Pepkor"), the acquisition of an additional 10.3% leveraged   
interest in Pepkor through a special purpose vehicle, the acquisition of a      
49.9% interest in, plus shareholder loans of ZAR221.2 million against,          
Premier Group (Proprietary) Limited and a re-organisation and restructuring     
of the Company.                                                                 
At the EGM of Shareholders held today, Wednesday, 4 May 2011, the ordinary      
and special resolutions proposed at the EGM, details of which were contained    
in the Circular, were approved by a 99.4% majority by value of the Brait        
Shares present or represented.                                                  
The conditions precedent to be fulfilled by Brait in order for the Rights       
Offer to open on Friday, 13 May 2011 (as set out on pages 21 and 64 of the      
Circular) have been fulfilled and the timetable will proceed as set out in      
the Circular and Announcement.                                                  
As per the circular to Shareholders, the Board has now adopted the format of    
a European style investment vehicle which is made up exclusively of non-        
executive directors. As a result, Mr. J Gnodde and Mr. S Sithole have both      
resigned from the Board. Mr. J Gnodde assumed executive leadership of Brait     
on 2 March 2011 when the detailed terms announcement was released to the        
market. He will also serve as CEO of Brait South Africa Limited ("BSAL"),       
which will enter into investment advisory agreements with other Brait group     
companies. Mr. S Sithole will become the Financial Director of BSAL.            
Furthermore Mr. B Childs, Mr. J Bodoni and Mr. A Rosenzweig have also           
resigned from the Board while Dr. CH Wiese has been appointed as a non-         
executive director. Mr. AC Ball and Mr. SJP Weber now become non-executive      
directors. All the above changes are effective on 4 May 2011, with the          
exception of Mr. AC Ball who became a non-executive director on 2 March 2011    
when he resigned as CEO of Brait, as previously communicated to Shareholders.   
In summary, the full, wholly non-executive, Board of Brait is as follows        
(South African unless indicated otherwise):                                     
Mr. PJ Moleketi (Chairman), Dr. CH Wiese, Mr. AC Ball, Mr. RJ Koch (British),   
Mr. HRW Troskie (Dutch), Mr. CS Seabrooke, Mr. C Keogh (British) and Mr. SJP    
Weber (Luxembourgish).                                                          
4 May 2011                                                                      
Financial advisor, mandated lead debt arranger and advisor, underwriter and     
transaction sponsor                                                             
RAND MERCHANT BANK (a division of FirstRand Bank Limited)                       
Co debt underwriter                                                             
Standard Bank                                                                   
International legal advisor                                                     
M Partners                                                                      
South African attorneys                                                         
Cliffe Dekker Hofmeyr Inc.                                                      
Date: 04/05/2011 17:30:01 Supplied by www.sharenet.co.za                     
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