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BAT - BRAIT S.A.,Societe Anonyme - Results of Annual General Meeting ("AGM") BRAIT S.A.,Societe Anonyme (Incorporated in Luxembourg) (RCS Luxembourg B-13861) Share code: BAT & ISIN: LU0011857645 ("Brait" or the "Company") RESULTS OF ANNUAL GENERAL MEETING ("AGM") At the AGM of the Company held on Wednesday, 27 July 2011, resolutions 1to 10 contained in the notice of AGM, which formed part of the 31 March 2011 annual financial statements to shareholders, dated 15 June 2011, were passed by the requisite majority. These resolutions dealt with the following matters: 1. To ratify and confirm the payment of an interim dividend for the year ended 31 March 2011 of 74.24 ZAR cents per share (10,74 US cents per share ) which was paid on 6 December 2010. 2. To receive and adopt the reports of the directors, statutory auditor and independent auditors for the year ended 31 March 2011. 3. To receive and adopt the statutory financial statements of the Company and the consolidated financial statements of the Group for the year ended 31 March 2011. 4. To grant discharge to the directors, officers and the statutory auditor in respect of the execution of their mandates to 31 March 2011. The directors, officers and the statutory auditor of the Company are appointed by the Company with a one-year mandate, in terms of the Company`s articles and Luxembourg Law. It is customary practice to discharge the directors, officers and the statutory auditor from their mandate at the annual general meeting, prior to their re-appointment to office for the following year. The discharge of the mandate does not affect the obligations and liability of the directors, officers and statutory auditors in respect of their duties while in office. 5. To ratify the appointment of Dr CH Wiese to the Board of directors with effect from 4 May 2011. 6. To re-elect the following directors for a further term of office in accordance with the provisions of the Articles of Incorporation: - Mr AC Ball - Mr C Keogh - Mr RJ Koch - Mr PJ Moleketi - Mr CS Seabrooke - Mr HRW Troskie - Mr SJP Weber - Dr CH Wiese 7. To receive and act on the statutory nomination of the statutory auditor and the independent auditor for a term of one year ending at the annual general meeting in 2012. 8. To allocate the Company`s profits. In terms of Luxembourg law, the Company is required to transfer to a legal reserve a minimum of 5% of the unconsolidated net earnings for each financial year until the reserve equals 10% of its issued share capital. The legal reserve is not available for distribution, except upon dissolution of the Company. 9. To renew the authority granted to the Company to purchase its own shares subject to the following limitations: 9.1 Unless a tender offer is made to all shareholders on the same terms and except in case of an emergency where the purchase is carried out to avoid a material loss, which the Company would otherwise incur, each purchase shall be made through a stock exchange on which the shares in the Company are regularly traded and the purchase price shall not exceed 5% above the average market value for the shares on all stock exchanges on which the ordinary shares are listed and have traded for the 10 (ten) business days before the purchase. 9.2 If purchases are by tender, tenders must be available to all shareholders. 9.3 The maximum number of shares that may be repurchased pursuant to this authority shall not exceed 10% of the issued share capital of the Company from time to time. 9.4 This authority shall not extend beyond 18 (eighteen) months from the date of this annual general meeting but shall be renewable for further periods by resolution of the annual general meeting of the shareholders from time to time. 10. To renew the Board`s authority to issue ordinary shares and to restrict and withdraw statutory pre-emption rights. Resolution 11 - which would reflect the changes to the Company`s Articles of Incorporation pursuant to Resolution 10 - was not considered by the AGM as it needed notarial involvement. This resolution will be considered by shareholders shortly when the next Extraordinary General Meeting is convened in August 2011. By order of the board JP Moleketi Chairman 28 July 2011 Sponsor RAND MERCHANT BANK (a division of FirstRand Bank Limited) Date: 28/07/2011 17:00:01 Supplied by www.sharenet.co.za 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.
