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Results of the annual general meeting
Brait SE
(Registered in Malta as a European Company)
(Registration No. SE1)
Share code: BAT ISIN: LU0011857645
Bond code: WKN: A1Z6XC ISIN: XS1292954812
LEI: 549300VB8GBX4UO7WG59
("Brait" or "the Company")
RESULTS OF THE ANNUAL GENERAL MEETING
At the Annual General Meeting ("AGM") of the shareholders of Brait held today in Malta, resolutions tabled were as
per the agenda in the AGM notice circulated to shareholders on 8 July 2019. The Brait Board ("Board") was in full
attendance at the AGM.
Ordinary resolutions 1 - 3 and 5(a), together with extraordinary resolution 4, were approved by the requisite
majority of votes.
Extraordinary resolution 5(b) relating to the renewal of the Board's authority to withdraw statutory pre-emption
rights did not pass, achieving a 72.4% vote in favour relative to the required 75%.
Taking into account ongoing input from various shareholders, the Board took the decision prior to the AGM to
withdraw resolution number 6 relating to the approval of the Equity Ownership Plan.
The Company confirms the voting statistics based on the total number of shares represented and voted at the AGM of
357,345,536 as follows (note 1):
Votes carried disclosed in relation to Shares voted for Shares voted against
the total number of shares voted at the disclosed as a disclosed as a
meeting percentage of the percentage of the
Resolutions number of shares number of shares
represented and represented and
eligible to vote eligible to vote
(note 2) (note 2)
For Against Abstained
Ordinary resolution 356,890,549 250,000 204,987 99.9% 0.1%
number 1
Receipt and approval
of audited accounts
for the financial
year ended 31 March
2019 and directors
and auditors reports
thereon
Ordinary resolution
number 2(a)
Re-election of
directors
2.1 Mr PJ Moleketi 337,650,950 19,692,884 1,692 94.5% 5.5%
2.2 Mr JC Botts 356,865,675 478,169 1,692 99.9% 0.1%
2.3 Mr AS Jacobs 353,623,090 3,720,754 1,692 99.0% 1.0%
2.4 Dr LL Porter 353,394,921 3,948,923 1,692 98.9% 1.1%
2.5 Mr CS Seabrooke 337,422,791 19,921,053 1,692 94.4% 5.6%
2.6 Mr HRW Troskie 344,649,426 12,694,418 1,692 96.4% 3.6%
2.7 Dr CH Wiese 250,586,084 106,757,760 1,692 70.1% 29.9%
Ordinary resolution 353,064,868 4,278,976 1,692 98.8% 1.2%
number 2(b)
Approval of non-
executive director
compensation in
respect of the
financial year
ending 31 March 2020
Ordinary resolution 356,761,119 582,725 1,692 99.8% 0.2%
number 3
Appointment of
auditors
Extraordinary 352,328,120 5,015,724 1,692 98.6% 1.4%
resolution number 4
Renewal of Company's
authority to
purchase its own
shares subject to
various limitations
Ordinary resolution 310,530,539 46,813,305 1,692 86.9% 13.1%
5(a)
Renewal of the
Board's authority to
issue ordinary
shares
Extraordinary 258,787,290 97,892,579 665,667 72.4% 27.4%
resolution 5(b)
Renewal of the
Board’s authority to
withdraw statutory
pre-emption rights
Ordinary resolution
6 - Withdrawn
Approval of the
Equity Ownership
Plan
Note 1:
Brait's total issued share capital is 525,599,215 ordinary shares. The total number of shares legally eligible to
vote at the AGM, which excludes the 17,475,070 treasury shares held, is therefore 508,124,145 ordinary shares. This
represents the legal base for determining the minimum 51% threshold (259,143,314 ordinary shares) required in order
for extraordinary resolutions 4 and 5(b) to be voted on.
Note 2:
Brait Mauritius Limited, a wholly owned subsidiary in the Brait Group, voluntarily elected not to vote the
36,616,189 shares held by it. Therefore, the maximum number of shares that could be represented and eligible to vote
at the AGM is 471,507,956.
Malta
31 July 2019
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)
Date: 31/07/2019 05:15:00
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