BRAIT SE – Correction announcement: Results of annual general meeting

2019/08/14 16:42:00
SENS announcement for JSE listed company: BAT
                        

BAT 201908140051A
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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