BRAIT SE - Ordinary share buyback programme

Ordinary share buyback programme

Brait SE
(Registered in Malta as a European Company)
(Registration No.SE1)
Share code: BAT ISIN: LU0011857645
Bond Code: WKN: A1Z6XC ISIN: XS1292954812
(“Brait”, “the Company”)

ORDINARY SHARE BUYBACK PROGRAMME

Shareholders of the Company are advised that the Company intends
to continue its ordinary share buyback programme.

Since the change in Brait’s business model to an investment
holding company in July 2011, the Company has purchased ordinary
shares using the Brait Investment Trust (“Trust”), a Malta based
trust established for holding Brait treasury shares on behalf of
the Company in accordance with the Malta Companies Act. At 30 June
2016 the Trust holds 13,909,116 Brait SE ordinary shares.

The objectives of the buyback programme are to reduce the capital
of the Company and to meet the obligations of the Convertible
Bonds (“Bonds”) as they become due.

The Bonds raised in September 2015 will convert into 44,184,109
ordinary shares on exercise of bondholder conversion rights. In
the event that bondholders have not exercised their conversion
rights, the Bonds are settled at par value on maturity. Brait has
a soft call to early settle the Bonds at their par value after 9
October 2018, if the value of the ordinary shares underlying the
Bonds is equal to or exceeds GBP130,000 for more than 20 of the 30
consecutive trading days up to 9 October 2018. On conversion into
ordinary shares, the Company may use its treasury shareholding to
reduce the dilutive impact of the conversion.

The buyback programme will be implemented in accordance with the
applicable buyback rules and regulations, in particular article 5
of the Market Abuse Regulation (EU) No 596/2014 and the Commission
Delegated Regulation (EU) 2016/1052 (“the EU Regulations”).

The conditions relating to the buyback programme are governed by
the Company’s articles of association (“Articles”) which provide,
inter alia, that this authority shall not extend beyond the date
of the next annual general meeting (“AGM”) unless such authority
is renewed by shareholders in a general meeting. In terms of such
authority, the directors;
  1> may not acquire more than 10% of the issued shares of the
     Company from time to time, and
  2> the maximum purchase price shall not be more than five
     percent above the volume weighted average price for the five
     business days immediately before the day of the acquisition.
In accordance with applicable law, the maximum price which may be
paid for an ordinary share is further restricted to the higher of
(i) the price of the last independent trade and (ii) the highest
current independent purchase bid for the ordinary shares on
exchanges where the shares have been admitted for trading when the
purchase is made.

At the AGM on 20 July 2016, shareholders approved the resolution
renewing the authority as noted above per the Articles. The
authority granted by shareholders also provided that:
  1> the shares shall be fully paid up,
  2> the minimum price which may be paid for each share shall be
     one euro cent, and
  3> all conditions and limitations imposed by the Malta Companies
     Act shall be adhered to.
The shareholder authority expires on the earlier of 30 October
2017 or at the end of the 2017 AGM.

For purposes of the EU Regulations, the buyback programme will
commence on 17 August 2016 and, subject to the renewal of the
shareholder authority from time to time, remain in place until the
maturity of the Bonds on 18 September 2020. The Board will limit
share purchases on any trading day to not exceed 412,550 ordinary
shares. The maximum amount allocated to the buyback programme over
the next 12 months is EUR100 million. All share purchases will be
on exchanges where the shares have been admitted for trading.

The Company will announce shares purchased no later than 7
business days following the purchases.


Malta
16 August 2016

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

Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)

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