BRAIT SE - Results of the annual general meeting

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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