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BRAIT SE - Correction announcement: Results of annual general meeting

Release Date: 14/08/2019 16:42
Code(s): BAT     PDF:  
 
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Correction announcement: Results of 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”)

CORRECTION ANNOUNCEMENT: RESULTS OF ANNUAL GENERAL MEETING

Shareholders are referred to the results of the Annual General Meeting (“AGM”) announcement released on SENS on 31
July 2019 (the “Initial Announcement”). The Company has today been made aware of inadvertent errors in the process
of the Company’s transfer secretaries Computershare compiling the voting results based on the voting instructions
they received from Strate, the authorised Central Securities Depository (“CSD”) for the electronic settlement of all
financial instruments in South Africa. In accordance with standard practice, the Company relied on the voting
results submitted to it by Computershare at the time of the AGM, which were contained in the Initial Announcement.

In light of the above, details of the revised voting results received by the Company from Computershare for the AGM
held on 31 July 2019 are set out below. The revisions do not impact the passing of ordinary resolutions 1 – 3 and
5(a), together with extraordinary resolution 4, which were approved by the requisite majority of votes.

Further, the revised results had no change to the non-passing of extraordinary resolution 5(b) relating to the
renewal of the Board’s authority to withdraw statutory pre-emption rights, achieving a revised 69.8% vote in favour
relative to the required 75%.

The Company confirms the voting statistics based on the revised total number of shares represented and voted at the
AGM of 416,161,813 as follows (note 1):
                                                                              Shares voted for   Shares voted against
                                                                                disclosed as a         disclosed as a
                                                                             percentage of the      percentage of the
                                 Votes carried disclosed in relation to       number of shares       number of shares
                                the total number of shares voted at the        represented and        represented and
                                                 meeting                      eligible to vote       eligible to vote
Resolutions                                                                           (note 2)               (note 2)
                                        For       Against     Abstained
Ordinary resolution number 1    415,594,948       262,590       304,275                  99.9%                   0.1%
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              372,790,127    43,266,294       105,392                 89.6%                  10.4%
2.2 Mr JC Botts                 415,145,656       910,765       105,392                 99.8%                   0.2%
2.3 Mr AS Jacobs                412,283,252     3,775,280       103,281                 99.1%                   0.9%
2.4 Dr LL Porter                411,654,280     4,404,252       103,281                 98.9%                   1.1%
2.5 Mr CS Seabrooke             372,190,561    43,870,531       100,721                 89.4%                  10.5%
2.6 Mr HRW Troskie              376,095,415    39,965,677       100,721                 90.4%                   9.6%
2.7 Dr CH Wiese                 287,916,086   128,145,006       100,721                 69.2%                  30.8%


Ordinary resolution             404,801,120    11,257,411       103,282                 97.3%                   2.7%
number 2(b) 
Approval of non-
executive director
compensation in
respect of the
financial year
ending 31 March 2020

Ordinary resolution             415,411,619       647,832       102,362                 99.8%                  0.2%
number 3
Appointment of
auditors

Extraordinary                   406,395,372     9,665,650       100,791                 97.7%                  2.3%
resolution number 4
Renewal of Company’s
authority to
purchase its own
shares subject to
various limitations

Ordinary resolution             338,296,863    77,763,548       101,402                 81.3%                 18.7%
5(a)
Renewal of the
Board’s authority to
issue ordinary
shares
Extraordinary                   290,470,271   124,924,219       767,323                 69.8%                 30.0%
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
14 August 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: 14/08/2019 04:42:00
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