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Results of extraordinary general meeting
BRAIT P.L.C.
(Registered in Mauritius as a Public Limited Company)
(Registration No. 183309 GBC)
Share code: BAT ISIN: LU0011857645
Bond code: WKN: A2SBSU ISIN: XS2088760157
LEI: 549300VB8GBX4UO7WG59
("Brait" or the "Company")
RESULTS OF EXTRAORDINARY GENERAL MEETING
Unless otherwise stated, capitalised terms used in this announcement have the same meanings given in the Circular to Shareholders ("Circular") and Notice
of Extraordinary General Meeting ("Notice of EGM") dated Thursday, 18 June 2026.
Brait Shareholders are referred to the Circular sent to Shareholders for the purposes of seeking the necessary authority and power for the Directors to grant
the Rights and issue and allot the Rights Offer Shares at the Rights Offer Price in terms of the Rights Offer.
The Extraordinary General Meeting ("EGM") of Shareholders was held at 12th Floor, Standard Chartered Tower, 19 Bank Street, Ebene 72201, Mauritius at
11:00 MUT today, Thursday, 16 July 2026. The ordinary resolution tabled at the EGM was as set out in the Circular and Notice of EGM.
The ordinary resolution was approved by the requisite simple majority of votes.
The Company confirms the voting statistics from the EGM, based on the total number of shares represented and eligible to vote at the EGM of 3,425,894,152,
as follows:
Votes cast in relation to the total number of shares Shares voted FOR Shares voted AGAINST
represented and eligible to vote (disclosed as a percentage (disclosed as a percentage of
at the EGM of the total number of Shares the total number of Shares
represented and eligible to represented and eligible to
vote at the EGM) vote at the EGM)
For Against Abstained
Ordinary resolution 3,339,622,778 85,999,845 271,529 97.48% 2.51%
Directors' authority to allot and issue or
grant rights to subscribe for 1,655,629,139
of Shares in the Company in connection
with the Rights Offer
Further to the Rights Offer declaration announcement published on SENS, the website of the Luxembourg Stock Exchange ("LuxSE") and the Stock Exchange
of Mauritius ("SEM") on Tuesday, 14 July 2026, and pursuant to the passing of the Resolution at the EGM by the requisite simple majority of votes, the Rights
Offer is unconditional. In this regard, Shareholders are referred to the finalisation announcement published on SENS, the website of the LuxSE and SEM
today, Thursday, 16 July 2026.
Port Louis, Mauritius
16 July 2026
Brait's Ordinary Shares are primary listed and admitted to trading on the Euro MTF market of the LuxSE and its secondary listing is on the exchange operated
by the JSE Limited. The Company's Convertible Bonds are dual listed on the Open Market (Freiverkehr) segment of the Frankfurt Stock Exchange as well as
the SEM.
LuxSE Listing Agent:
Harney Westwood & Riegels SARL
Joint Financial Advisor and Transaction Sponsor to Brait:
Rand Merchant Bank, a division of FirstRand Bank Limited
Joint Financial Advisor to Brait:
The Standard Bank of South Africa Limited
SEM Authorised Representative and Sponsor:
Perigeum Capital Ltd
Important Notice and Disclaimer
The release, publication or distribution of this announcement ("Announcement") in jurisdictions other than South Africa may be restricted by law and therefore persons into whose possession this
Announcement comes should inform themselves about, and observe, any applicable restrictions or requirements. Any failure to comply with such restrictions may constitute a violation of the securities
laws of any such jurisdiction. To the fullest extent permitted by applicable law, Brait disclaims any responsibility or liability for the violation of such requirements by any person.
This Announcement is for information purposes only and is not intended to and does not constitute, or form part of, any offer or invitation to purchase, subscribe for or otherwise acquire or dispose
of, or any solicitation to purchase or subscribe for or otherwise acquire or dispose of, any securities in any jurisdiction. Persons needing advice should consult an independent financial adviser. The
information contained in this Announcement is not for release, publication or distribution to persons in any jurisdiction where to do so might constitute a violation of local securities laws or regulations.
This Announcement is restricted and is not for release, publication or distribution, in whole or in part, directly or indirectly, in or into Australia, Canada, Japan, Hong Kong or any other jurisdiction in
which such release, publication or distribution would be unlawful. This Announcement is for information purposes only, does not purport to be full or complete, is subject to change and shall not
constitute or form part of an offer or solicitation of an offer to purchase or sell securities in the United States of America or any other jurisdiction, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Any failure to comply with these restrictions
may constitute a violation of the securities laws of such jurisdictions. No reliance may be placed for any purpose on the information contained in this Announcement or its accuracy or completeness.
The distribution of this Announcement and the offering for sale of the Rights and the issue of Rights Offer Shares in certain jurisdictions may be restricted by law. The Rights and Rights Offer Shares
may not be offered to the public in any jurisdiction in circumstances which would require the preparation or registration of any prospectus or offering document relating to the shares in such jurisdiction.
No action has been taken by Brait, the Underwriter referred to in the Circular, the additional Shareholders underwriting the Rights Offer or any of their respective affiliates that would permit an offering
of such securities or possession or distribution of this Announcement or any other offering or publicity material relating to such Rights or shares in any jurisdiction where action for that purpose is
required. Persons into whose possession this Announcement comes are required by Brait and the Underwriters to inform themselves about, and to observe, such restrictions.
The Rights and the Rights Offer Shares referred to in this announcement have not been and will not be registered under the United States Securities Act and may not be offered, sold pledged, taken
up, exercised, resold, transferred or delivered, directly or indirectly, in, into or from the United States except pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. There will be no public offer of the securities mentioned
herein in the United States of America.
This Announcement is only addressed to and directed at persons in member states of the European Economic Area ("EEA") who are "qualified investors" within the meaning of Article 2(e) of the
Prospectus Regulation (Regulation (EU) 2017/1129, as amended) ("Qualified Investors"). In the United Kingdom, this disclaimer and the Circular are being distributed only to, and are directed only
at persons who are "qualified investors" as defined in paragraph 15 of Schedule 1 of the Public Offers and Admission to Trading Regulations 2024 ("POATR") and who are: (i) persons having
professional experience in matters relating to investments falling under Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order");
(ii) who are high net worth entities falling within Article 49(2)(a) to (d) of the Order; or (iii) are other persons to whom it may otherwise lawfully be communicated (all such persons together being
referred to as "Relevant Persons"). This disclaimer and the Circular must not be acted on or relied on (i) in the United Kingdom, by persons who are not Relevant Persons, and (ii) in any member
state of the EEA, by persons who are not qualified investors. Any investment or investment activity to which this disclaimer and the Circular relates is available only to (i) Relevant Persons in the
United Kingdom, and (ii) qualified investors in any member state of the EEA, and will be engaged in only with such persons.
The information in this Announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction, or
disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions.
The information contained in this Announcement constitutes factual information as contemplated in section 1(3)(a) of the South African Financial Advisory and Intermediary Services Act, 2002 ("FAIS
Act") and should not be construed as an express or implied recommendation, guide or proposal that any particular transaction in respect of the Rights, the Rights Offer Shares or in relation to the
business or future investments of Brait or any member of the Brait Group, is appropriate to the particular investment objectives, financial situations or needs of a prospective investor, and nothing in
this Announcement should be construed as constituting the canvassing for, or marketing or advertising of, financial services in South Africa. The Company is not a financial services provider licensed
as such under the FAIS Act.
Date: 16-07-2026 09:30:00
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.
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