BRAIT PLC — Annual Report 2024

Jul 12, 2024

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2024 INTEGRATED ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2024

Contents 1

Scope and boundary of the Integrated Annual Report

Business overview

1. Scope and boundary of the Integrated Annual Report 2. Financial and operational highlights 3. Chairman’s statement 4. Brait’s history 5. Investment strategy 6. Investment Advisor 7. Investment Advisor’s Report 8. Investment portfolio 8.1 Virgin Active 8.2 Premier 8.3 New Look Governance 9. Stakeholder engagement 10. Governance 10.1 Board profle 10.2 Governance structures 10.3 Code of share dealing 11. Management of risks 12. Environmental, Social and Governance Annexure 1: Virgin Active Annexure 2: New Look 13. Shareholder information 14. Financial calendar 2025 to 2026 Annual fnancial statements 15. Annual fnancial statements 16. Defnitions Shareholder communication	i 1 2 4 6 7 8 18 28 36 41 42 44 55 56 64 81 93 105 108 112 154
17. Notice of Annual General Meeting	159
18. Form of proxy	163
19. Administration and contact details	166

Brait Public Limited Company (“Brait”, or the “Company” or the “Group”) is an investment holding company whose ordinary shares are primary listed on the Euro MTF market of the Luxembourg Stock Exchange (“LuxSE”), with its secondary listing on the exchange operated by the JSE Limited (“JSE”). The Company’s convertible bonds (“Convertible Bonds”) are dual listed on the Open Market (“Freiverkehr”) segment of the Frankfurt Stock Exchange and the Official Market of the Stock Exchange of Mauritius (“SEM”). In FY2022, Brait’s wholly owned subsidiary, Brait Investment Holdings (“BIH”) issued Exchangeable Bonds (“BIH Exchangeable Bonds”) which are dual listed on the Main Board of the JSE and the SEM.

The Board of Directors (“Board”) hereby acknowledges its responsibility to ensure the integrity of the 2024 Integrated Annual Report, which, in the Board’s opinion, addresses all material issues of which it is aware and presents fairly the integrated performance of the Company and its impact on stakeholders.

The Board has therefore approved the 2024 Integrated Annual Report for release to stakeholders.

The Integrated Annual Report does not cover the activities of Brait’s portfolio investments except insofar as is relevant to assessing the Company’s investment interests in those entities. For additional portfolio investment information, we refer you to the Brait 2024 Audited Results Presentation Booklet at www.brait.com.

The Company’s annual financial statements are prepared in accordance with IFRS[®] Accounting Standards. In addition to relying on representations and information provided, the Board has drawn assurance from the external auditors, PricewaterhouseCoopers, in the course of their annual audit of the financial statements and their unmodified Audit Report.

The use of “Audited” on respective portfolio company information refers to the relevant portfolio company external auditors. To reduce Brait’s impact on the environment as well as cost savings on printing and posting, the Company has distributed to each Shareholder an electronic copy of the Integrated Annual Report, which is also available at www.brait.com. Printed copies of the Integrated Annual Report are available to Shareholders on request.

FORWARD-LOOKING STATEMENTS

This Integrated Annual Report may contain certain forward-looking statements with respect to the financial condition and results of operations of Brait, which by their nature, involve risk and uncertainty as they relate to events and depend on circumstances that may occur in the future. These forward-looking statements have not been reviewed or reported on by the Company’s external auditors.

Brait | Integrated Annual Report 2024

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Financial and operational highlights

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ENTITY HIGHLIGHTS
• Membership growth and yield increases across the portfolio have driven revenue growth and
profitability with a “run rate annualised EBITDA” as at 31 March 2024 of c.£80 million , up from
£33 million as at 30 September 2023.
• The International business has continued to outperform whilst operational changes and club
investment in South Africa have resulted in better membership retention and yield enhancement.
• New Vitality contract signed and term sheet agreed for extension of VASA debt facilities to
December 2027.
• Continued its operational outperformance in the financial year to 31 March 2024 with EBITDA
growth of 19% to R2.1 billion due to strong growth in all of the operating units driven by
efficiencies, margin management and service level excellence.
• Continued to invest in its asset base with capex at 3.4% of revenue (FY23: 2.6%), whilst
increasing Return on Invested Capital to 22.4% (FY23: 19.1%).
• Strong cash flow for the year, ahead of expectations, resulting in the leverage ratio decreasing to
0.9x (FY23: 1.7x).
• Maiden dividend of R2.20 per share, in line with stated policy at listing.
• Delivered a credible performance in its financial period ended 30 March 2024 despite continued
competitive dynamics in the UK retail market.
• Maintained profitability which reflects management’s focus on gross margin retention, tight cost
control and overall business optimisation and efficiencies.
• Brait’s key reporting metric of NAV per share is R6.52 , an 8% decrease on FY23 reported R7.06.
• The t hree-year extensions to the maturities of the Bonds and BML RCF with the Rights Offer
in terms of the Recapitalisation:
– Provides runway for all stakeholders to benefit from the continued recovery in Virgin Active and
New Look and the growth in Premier.
– Provides Brait with the optionality to choose the earliest optimal exit window for each asset.
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Integrated Annual Report 2024 | Brait 1

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Chairman’s statement

YEAR IN REVIEW

The last year has seen an increase in the growth and profitability of Brait’s principal portfolio companies. This has enabled the successful conclusion of a recapitalisation programme to deliver Brait’s strategy of optimal shareholder returns.

The December 2024 maturity of the Convertible and BIH Exchangeable Bonds (collectively, the “Bonds”) necessitated a recapitalisation of the Group’s balance sheet to provide the requisite timing and flexibility to execute its strategy. This resulted in the recently announced inter-conditional recapitalisation transaction for which the requisite stakeholder support was obtained. This comprised:

• a 3-year extension of the maturities of the Bonds to December 2027, combined with the partial R900 million repayment funded from the placement of 15 million Premier shares in March 2024;

• a fully underwritten Rights Offer of R1.5 billion, with the proceeds retained by Brait for general working capital purposes, potential investment in existing portfolio companies and/or repayment of Group debt over time; and

• a 3-year extension of the BML RCF to March 2028, with the facility limit increased from R0.6 billion to R1 billion. The lending banks have signed a credit approved term sheet.

REPORTED NAV PER SHARE

Brait’s reported NAV per share at 31 March 2024 was R6.52 compared to R7.06 at 31 March 2023, representing an 8% decrease. The decline in NAV mainly relates to the impact of IAS32 accounting and foreign exchange movements on the BIH Exchangeable and Convertible Bonds. As discussed in the Advisor’s report (section 7 of the Integrated Annual Report):

• Virgin Active’s membership growth and yield increases have driven a return to revenue growth and profitability. The International business has continued to outperform whilst operational changes and club investment in South Africa have resulted in membership growth and yield enhancement. A new Vitality contract was recently signed and a term sheet has been agreed for the extension of the VASA debt facilities to December 2027.

• Premier continued its operational outperformance with its EBITDA growing by 19% to R2.1 billion. Premier also continued to invest in its asset base with capex at 3.4% of revenue, whilst increasing its return on invested capital to 22.4% and reducing the leverage ratio to 0.9x. A maiden dividend of R2.20 per share was declared by Premier, in line with its stated intentions at listing.

• New Look delivered a steady performance despite challenging competition in the UK retail market. New Look maintained profitability levels, reflecting management’s focus on gross margin retention, tight cost control and efficiencies.

Section 8 of the Integrated Annual Report provides an overview of the investment portfolio, with more detailed portfolio company information included in Brait’s 2024 Audited Results Presentation booklet, which is available on the Company’s website.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE (“ESG”)

Sustainability, social responsibility, and ethics are integral to our investment activity. Brait and its portfolio companies have a long-standing commitment to doing business responsibly, striving to influence positively and effect change for the better. Brait supports various voluntary social projects through the Brait Foundation as well as supporting indirectly the environmental and social initiatives undertaken by its portfolio companies.

GOVERNANCE

Following the Recapitalision and in order to deliver Brait’s strategy of optimal monetising and returning capital to Shareholders, the Board has agreed the following amendments with the Investment Advisor:

• The Advisory Agreement service fee of R50 million approved for FY25 (FY24: R65 million) will apply annually, subject to a three month notice period, until such time as the Board, considers Brait’s remaining investment portfolio to have been substantially realised or unbundled to Shareholders. Thereafter, to conclude Brait’s winding up, a revised service fee of R1.5 million per month will take effect from the start of the following quarter;

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Brait | Integrated Annual Report 2024

• The discontinuation of the annual short-term incentive (“STI”) together with the five-year structured Long Term Incentive Plan (“LTIP”) that was approved by Shareholders in October 2020; and

• A new incentive mechanism, capped, at the Board’s discretion at R50 million (the equivalent of one year’s management fee) and based on sharing value uplift in market capitalisation on a diminishing scale from 1.50% to 1.10% as Brait’s market capitalisation increases. This is referenced to a starting market capitalisation of R3.6 billion (reference share price of R1.80 applied to 2.006 billion shares in issue, which assumes the BIH Exchangeable Bonds have been exchanged into 686.2 million shares). The parameters will be adjusted for corporate events such as the declaration of ordinary and special dividends, share buybacks, rights issues and asset unbundlings. Once the quantum of the incentive has been determined by the Board, such amount will be cash settled by BML. As at 31 March 2024, no value has been ascribed to this incentive.

ANNUAL GENERAL MEETING

The Annual General Meeting of Shareholders will take place at the Company’s registered office in Mauritius, on Monday, 12 August 2024 (the “AGM”). The Notice of the AGM and Form of proxy are set out in sections 17 and 18 of the Integrated Annual Report.

OUTLOOK

Since the February 2020 change in strategy to monetise its asset base to optimise the return of capital to its Shareholders, Brait has realised cumulative disposal proceeds of R9.1 billion, which has mostly been applied to repaying the BML RCF. This strategy has not changed. The 3-year extensions to the maturities of the Bonds in terms of the Recapitalisation provide runway for all stakeholders to benefit from the continued recovery in Virgin Active and New Look in addition to the growth in Premier thus enabling Brait to choose the earliest optimal exit window for each asset.

In closing, I thank our stakeholders in particular for the confidence they have expressed in our company strategy through the Recapitalisation. I also express thanks to our Advisors and business partners for their continued support and to my fellow directors for their ongoing commitment and insightful contributions.

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RA Nelson

Non-Executive Chairman of the Board

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Brait’s history

4.1 AS A LONG TERM INVESTMENT HOLDING COMPANY (JULY 2011 – FEBRUARY 2020)[(1)]

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• JULY 2011 JULY 2015 JUNE 2015 • FMCG manufacturer offering • Leading international health UK multichannel value fast fashion branded and private label club operator brand

• • Acquired 49.9% for • Brait’s 79% equity and • 89% acquired in June 2015 for R1.1 billion shareholder loan investment £783 million

• • Increased shareholding cost £699 million • September 2017 written over time • Refinanced SA debt package down to nil in H120, extending term to • Turnaround implemented

• • Invested over R2 billion 2024 and reducing margin November 2017, CVA

• shareholder funding to • During this time Virgin Active completed March 2018 fund acquisitions repaid Brait R1 billion of • Brait acquired 18% of SSNs shareholder funding during 12 months to September 2018

• • Restructure completed May 2019; significantly deleveraged

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4 JULY 2011 JULY 2011 MARCH 2012 SEPTEMBER 2015
Brait changed business • Acquired 37% stake in • Acquired 18.7%; • Brait raised £350 million
model from credible 20-year Pepkor for R4 billion increased to 63.1% five year, 2.75%
PE fund manager to • SA based value clothing by June 2018 per annum coupon,
investment company and apparel items cash • UK national food Convertible Bonds listed
• R8.6 billion capital raise retailer retailer, best known for on the Open Market
– R6.4 billion Rights Offer MARCH 2015 frozen food offering segment of the FSE
– and private placementR2.2 billion debt • Sold 37% stake in Pepkor (“2020 Bonds”). Settled in September 2020
facilities returning 7.0x cost
• Anchor investments • Proceeds applied to
acquired Premier and acquiring New Look
Pepkor and Virgin Active
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(1) Brait operated as a private equity fund manager from 1991 to 2011, having raised four funds and delivering 3.7x cost on the R3 billion invested across 48 investments.

Brait | Integrated Annual Report 2024

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4.2 ASSET MONETISATION STRATEGY SINCE 1 MARCH 2020

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• In February 2020: (i) Concluded R5.6 billion equity capital raise and specific issue of shares; (ii) Issued £150 million Convertible Bonds; and (iii) New BML RCF with tenor to 28 February 2023

• Strategy revised to maximise value through realisation of portfolio over medium term

• Advisory agreement with EPE (with effect from 1 March 2020)

• Board reconstituted; redomiciliation from Malta to Mauritius concluded

• December 2021: Concluded R3.0 billion capital raise through issuance of BIH Exchangeable Bonds

FY2021

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ICELAND AND OTHER INVESTMENTS

• Iceland sold in June 2020, raising £108.5 million in proceeds.

• DGB sold in June 2020 for March 2020 carrying value of R470 million

• Post FY22 year end, realised R402 million from Brait IV’s investment in Consol, sold at a 16% premium to its September 2021 valuation

• April 2021: Implemented UK Restructuring Plan

• March 2022: £88 million capital raise and Real Foods (Kauai and Nü) amalgamation

• Extension of debt terms for the International business to June 2027 with Brait injecting its pro rata share of £33.8 million of equity in May 2023 to fund growth initiatives

• New Vitality contract signed and VASA debt terms extended to December 2027, in addition to Brait’s pro rata share

• Strong revenue and profitability growth with March 2024 runrate EBITDA of c.£80 million

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• Comprehensive recapitalisation completed in November 2020

• Solid operating performance despite the very difficult market conditions in UK fashion retail

• Maintained profitability which reflects management’s focus on gross margin retention, tight cost control and overall business optimisation and efficiencies

  • Premier has repaid Brait R1.9 billion shareholder funding to date

  • Listing of Premier in March 2023 raised R3.6 billion for Brait in addition to the R0.9 billion pre-listing return of capital distribution to shareholders.

  • Brait raised R0.9 billion from the oversubscribed placement of 15 million Premier shares in March 2024

  • Strong operating performance has continued with EBITDA growth of 19% to R2.1 billion in FY24

  • Maiden dividend of R2.20 per share, in line with stated policy at listing

• April 2023: Settled the outstanding amount of R2.1 billion on the BML RCF, using proceeds from Premier listing. Amended and extended BML RCF to 31 March 2025 with a facility limit of R594 million

• June 2024: Secured irrevocable commitments to implement the Recapitalisation, which includes:

• the three-year extension of the maturities of the Bonds to December 2027

• the fully underwritten Rights Offer

• – the three-year extension to March 2028, of the BML RCF

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Updates

Strategic Events

Acquisition

Disposal

Integrated Annual Report 2024 | Brait

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5

Investment strategy

BRAIT’S INVESTMENT STRATEGY

The Board’s strategy and focus remains on positioning the remaining investments for exit with the most likely outcome being an “unbundling” of the Virgin Active business once it is in a position to be listed. The Board, assisted by BML and its contracted Investment Advisor, TRG seeks to execute this strategy through:

• Maintaining appropriate portfolio company board representation to direct investment strategy focused on optimising growth in EBITDA, free cash flow generation and value creation;

• Ensuring appropriate measures are in place for aligning portfolio company management teams with Brait in order to deliver an optimal exit;

• Critically assessing the likely exit alternatives for each portfolio company, which may include public offering and resulting secondary market share sales, trade sales or a break-up; and

• On an ongoing basis, evaluating methods of returning capital to Brait from the portfolio companies through the repayment of shareholder loans, redemption of share capital or other cash distributions out of disposals of all or part of the portfolio company investments.

OTHER PARAMETERS

• Each portfolio company is free standing in respect of its debt obligations; and

• Brait may hold short-term investments, debt instruments and increased levels of cash depending on market conditions and other circumstances.

CATEGORISATION, COMMUNICATION AND APPROVAL OF TRANSACTIONS

• Brait ensures compliance with all listing requirements pursuant to its ordinary shares, Convertible Bonds and the BIH Exchangeable Bonds; and

• All transactions concluded in accordance with this investment strategy will be regarded as being in the ordinary course of business unless circumstances dictate otherwise.

6 Brait | Integrated Annual Report 2024

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Investment Advisor

An investment and administration services agreement with BML, the main investment company in the Brait group of companies, sets out the terms by which the contracted Investment Advisor provides the requisite accounting, administration, corporate finance, investment advisory, investor relations and general corporate secretarial services to Brait on a non-discretionary basis.

Up to 31 March 2023, Ethos Private Equity Proprietary Limited (“Ethos”) had served as the contracted investment advisor to Brait since 1 March 2020. As of 1 April 2023, Ethos, the largest private equity firm in sub-Saharan Africa, has merged its operations into those of TRG, a specialised global asset management firm focused on investment solutions in emerging markets and real assets. Rohatyn Management South Africa Proprietary Limited (TRG Africa), a licenced financial services provider, assumes responsibility as the sole investment advisor to Brait.

TO ALIGN THE INTERESTS OF SHAREHOLDERS AND THE INVESTMENT ADVISOR IN DELIVERING BRAIT’S STRATEGY:

• The Advisory Agreement service fee of R50 million approved for FY25 (FY24: R65 million) will apply annually, subject to a three-month notice period, until such time the Board, at its discretion, considers Brait’s remaining investment portfolio to be substantially realised or unbundled to Shareholders. Thereafter, to conclude Brait’s winding up a revised service fee of R1.5 million per month will take effect from the start of the following quarter;

• The discontinuation of the annual short-term incentive (“STI”) together with the five-year structured Long-Term Incentive Plan (“LTIP”) that was approved by Shareholders in October 2020; and

• A new incentive mechanism, capped, at the Board’s discretion at R50 million (the equivalent of one year’s management fee), and which is based on sharing value uplift of the growth in market capitalisation on a diminishing scale from 1.50% to 1.10% as Brait’s market capitalisation increases, referenced to a starting market capitalisation of R3.6 billion (reference share price of R1.80 applied to 2.006 billion shares in issue, which assumes the BIH Exchangeable Bonds have been exchanged into 686.2 million shares). The parameters will be adjusted for corporate events such as the declaration of ordinary and special dividends, share buybacks, rights issues and asset unbundlings. Once the quantum of the incentive has been determined by the Board, such amount will be cash settled by BML. At 31 March 2024, no value has been ascribed to this incentive.

ABOUT THE INVESTMENT ADVISOR, TRG

Founded in 2002, TRG specialises in emerging markets and real assets. Headquartered in New York, the firm employs approximately 160 professionals based in 17 countries across North and South America, Europe, the Middle East, Africa, India, Southeast Asia, and Oceania. The majority of the firm is indirectly owned by its partners. For more information on TRG, please see www.rohatyngroup.com

Integrated Annual Report 2024 | Brait 7

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Investment Advisor’s Report

FINANCIAL HIGHLIGHTS

• Virgin Active:

• º Membership growth and yield increases across the portfolio have driven revenue growth and profitability with a “run rate annualised EBITDA” as at 31 March 2024 of c.£80 million, up from £33 million as at 30 September 2023.

• º The international business has continued to outperform whilst operational changes and club investment in South Africa have resulted in better membership retention and yield enhancement.

• º New Vitality contract signed and term sheet agreed for extension of VASA debt facilities to December 2027.

• Premier continued its operational outperformance in the financial year to 31 March 2024:

• º EBITDA grew 19% to R2.1 billion due to strong growth in all of the operating units driven by efficiencies, margin management and service level excellence.

• º Continued to invest in its asset base with capex at 3.4% of revenue (FY23: 2.6%), whilst increasing Return on Invested Capital to 22.4% (FY23: 19.1%).

• º Strong cash flow for the year ahead of expectations resulting in the leverage ratio decreasing to 0.9x (FY23: 1.7x).

• º Maiden dividend of R2.20 per share in line with stated policy at listing.

• New Look:

• º Delivered a credible performance in its financial period ended 30 March 2024 despite continued competitive dynamics in the UK retail market.

• º Maintained profitability which reflects management’s focus on gross margin retention, tight cost control and overall business optimisation and efficiencies.

• Brait:

• º Secured irrevocable commitments with key stakeholders to implement inter-conditional recapitalisation transaction (“Recapitalisation”) which meaningfully reduces debt and strengthens the balance sheet.

• º The three-year extensions to the maturities of the Bonds provides runway for all stakeholders to benefit from the continued recovery in Virgin Active and New Look and the growth in Premier and provides Brait with the optionality to choose the earliest optimal exit window for each asset.

• º As an investment holding company, Brait’s key reporting metric of NAV per share is R6.52, an 8% decrease on FY23 reported R7.06.

• º Available cash and facilities were R1.5 billion at reporting date.

8 Brait | Integrated Annual Report 2024

RAND NAV PER SHARE[(1,2)]

Inve Cas	Notes stments 1 Virgin Active 2 Premier 3 New Look 4 Other investments 5 h and receivables	Audited	Audited		Movement	Audited	Audited	Audited		Impact of Recapitalisation			Illustrative	Illustrative
		31 Mar 2023			FY24	31 Mar 2024				R1.5bn Bond			Post Recapitalisation(3)
		R'm			R'm 1,138 (849)	R'm				Rights Offer Repayments			R'm
		13,653		79.2%		92.0% 13,978							88.5% 13,978
		9,045		52.5%		10,183	67.1%						10,183	64.5%
		3,640		21.1%		2,791	18.4%						2,791	17.7%
		931		5.4%	51	982	6.5%						982	6.3%
		37		0.2%	(15)	22	-						22	-
		3,582		20.8%	(2,381)	8.0% 1,201				1,500 (900)			11.5% 1,801
Tot	al Assets	17,235		100%	(2,056)	100% 15,179				1,500 (900)			100% 15,779
Non Cur	6 Borrowings (Drawn BML RCF) 7 Convertible Bonds 8 BIH Exchangeable Bonds	(2,054)				-							-
		(3,125)				-							-
		(2,582)				-							-
	-current liabilities	(7,761)				-							-
	6 Borrowings (Drawn BML RCF) 7 Convertible Bonds 8 BIH Exchangeable Bonds 9 Accounts payable	-			1,945 (379)	(109)				- 706 150 316 750 (		(	(109) 5)
		-				(3,504)					706		(2,648)
		-			(238) 12	(2,820)					316		(1,754)
		(149)				(137)							(137)
	rent liabilities	(149)				(6,570)							(4,648)
Tot	al Liabilities	(7,910)			1,340	(6,570)				- 900			(4,648)
NAV # of NAV Dilu	to ordinary shareholders shares ('m) per share ted NAV per share(4)	9,325			(716) -	8,609				1,500 - 2,542.4			11,131
		1,320.3				1,320.3							3,862.7
		7.06			(0.54)	6.52							2.88
		5.93			(0.23)	5.70							2.64

(1) Closing Pound Sterling rates: Mar-24: R23.86; Sep-23: R23.02; Mar-23: R21.92.

• (2) The issuance of the BIH Exchangeable Bonds resulted in BIH’s classification changing to that of an Investment Entity. In terms of IFRS10: Consolidated Financial Statements, this resulted in the prospective exemption for the Group from consolidation. The results shown above apply the look-through consolidation basis.

• (3) 31 March 2024 balance sheet adjusted for the illustrative effect of the Recapitalisation.

(4) Illustrative diluted NAVPS assumes the outstanding BIH Exchangeable Bonds have exchanged at their principal value of R2,998.6m into Exchange Shares at the Exchange Price of R2.21 post Recapitalisation (Pre: R4.37), resulting in the issuance of 1,017.5m (Pre: 686.2m) Brait PLC shares. To the extent the prevailing share price of the Brait shares delivered at redemption date is less than the prevailing exchange price, a cash settlement would be required to cover the shortfall to the principal value of the BIH Exchangeable Bonds.

(5) Represents the illustrative movement in IAS32 determined carrying values of the Convertible and BIH Exchangeable Bonds as a result of the 3 year term extensions and coupon amendments pursuant to the Recapitalisation.

Integrated Annual Report 2024 | Brait 9

7

Investment Advisor’s Report continued

MOVEMENT IN BALANCE SHEET POSITIONS FOR FY2024

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Item R’m
• Increase attributable to Brait’s pro rata £33.8 million (R756 million) and £4.0 million (R89 million)
participation in Virgin Active’s equity rights offer in May-23 and its convertible preference shares issued in
Nov-23 and Feb-24:
º Maintainable EBITDA based on management’s Dec-25 estimate sustainable level of £123 million on a
1 +1,138 pre-IFRS16 basis (£121 million as at Mar-23).
º Unchanged forward EV/EBITDA multiple of 9.0x on a pre-IFRS16 basis, representing a 9% discount
to peer average forward multiple of 9.9x.
º Net third party debt of £447 million (Mar-23: £476 million), which includes £20 million
(Mar-23: £22 million) for costs deferred during lockdown periods.
• Premier valued at the closing JSE share price of R61.10 (FY23: R60.00):
º Brait’s shareholding in Premier is 35.4% (FY23: 47.1%) representing its 45.7 million shares
(FY23: 60.7 million shares held).
2 (849) º The reduction in shareholding is a result of the placement of 15 million ordinary shares in Premier, raising total gross proceeds of R900 million.
º Based on Premier’s reported LTM EBITDA of R2.1 billion (FY23: R1.73 billion) and net third party
debt of R1.8 billion (FY23: R2.9 billion), this equates to an implied EV/LTM EBITDA multiple of 4.7x
(FY23: 6.1x) based on the 31-Mar-24 JSE closing price.
• Increase of 6% in New Look’s Rand carrying value (metrics on a pre-IFRS16 basis); a 3% decrease in
Pound carrying value:
º Maintainable EBITDA of £40 million is in line with FY24 LTM reported EBITDA (FY23: maintainable
EBITDA of £55 million was applied).
3 +51 º Following a successful refinancing of the £100 million term loan and operating facilities to October
2026 and improved working capital management, the EV/EBITDA multiple was increased to 6.5x
(FY23: 5.0x) on a pre-IFRS16 basis, representing a 41% discount to peer average multiple of 11.1x
(FY23: 9.8x).
º No normalisation adjustments considered in net third party debt of £31.8 million (FY23: included
£18.9 million in respect of certain deferred costs during the lockdown periods).
4 Other investments (15) • Remaining carrying value relates to a legacy private equity investment
• Decrease largely due to: (i) full repayment of the outstanding amount of R2.1 billion on the BML RCF
in Apr-23; and (ii) Brait following its pro rata £33.8 million (R756 million) equity subscription into Virgin
5 Cash and cash equivalents (2,381) Active’s £50 million equity rights offer in May-23. Carrying amount includes R0.9 billion from the
placement of Premier shares in Mar-24 and R0.2 billion cash held in GBP denominated notes ring-fenced
for the remaining two coupon payments to the initial maturity date of 4-Dec-24 on the Convertible Bonds.
• The BML RCF was fully repaid in April 2023, using proceeds received from the listing of Premier while its
7 Borrowings (drawn BML RCF) +1,945 drawn balance was R109 million at 31 March 2024. Pursuant to the Recapitalisation, a credit approved
term sheet has been signed to extend the maturity date from 31-Mar-25 to 31-Mar-28
• The Convertible Bonds are valued at £97.9k per bond (FY23: £95.1k), reflecting their IAS32 measured
liability component. The increase in Rand carrying value also includes the effect of the depreciation of
8 Convertible Bonds (379) the Rand:Pound over the reporting period. In line with IAS32, given the initial maturity date was within
12 months from year end, the Convertible Bonds are classified as a current liability as at 31-Mar-24.
Pursuant to the Recapitalisation, the maturity date will be extended from 4-Dec-24 to 4-Dec-27
• The BIH Exchangeable Bonds in issue are valued at reporting date at R940 per bond (FY23: R861),
9 BIH Exchangeable Bonds (238) reflecting their IAS32 measured liability component. In line with IAS32, given the initial maturity date was within 12 months from year end, the BIHExchangeable Bonds are classified as a current liability as at
31-Mar-24. Pursuant to the Recapitalisation, the maturity date will be extended from 3-Dec-24 to 3-Dec-27
10 Accounts payable +12 • Includes coupon accruals of £3 million and R49 million relating to the Convertible Bonds and the
BIH Exchangeable Bonds, respectively
(716) • Total balance sheet movement: FY2024
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10

Brait | Integrated Annual Report 2024

RECAPITALISATION

The stated strategy of Brait remains the monetisation of its asset base to optimise the return of capital to Shareholders. Due to the unforeseen effects of Covid on Virgin Active and New Look, in particular, the timeline to realise value from these assets has, by necessity, been extended. The December 2024 maturity of the Bonds requires a recapitalisation of the Group’s balance sheet to provide the requisite flexibility to optimise the exit window for these assets and to avoid being forced into expedient sales of Brait’s remaining three assets in a time when we believe the market conditions are not conducive to value maximisation to Shareholders.

Brait announced the terms of the Recapitalisation on 3 June 2024 including:

• the 3-year extension of the maturities of the Bonds to December 2027, for which irrevocable undertakings of support from holders in excess of the required thresholds has been obtained to give effect to the respective amendments which will take effect in July 2024, combined with the partial R900 million repayment funded from the placement of 15 million Premier shares in March 2024;

• a fully underwritten Rights Offer of R1.5 billion, for which irrevocable undertakings of support in excess of the required thresholds have been obtained from Shareholders as at the date of publishing these FY24 audited results, to vote in favour of the required ordinary resolutions at the requisite Shareholder meetings scheduled for July 2024, thereby facilitating the amendments to the Bonds with the proceeds retained by Brait for general working capital purposes, potential investment in existing portfolio companies and/or repayment of Group debt over time; and

• the 3-year extension to March 2028, with facility limit increased from R0.6 billion to R1 billion, for the BML RCF, for which the lending banks have signed a credit approved term sheet.

The Recapitalisation meaningfully reduces the Group’s debt and strengthens the Brait balance sheet which should provide runway for all stakeholders to benefit from the continued recovery in Virgin Active and New Look and the growth in Premier and gives Brait the ability to choose the earliest optimal exit window for each asset, providing increased flexibility to redeem the Bonds, which may allow for the return of capital to stakeholders in the event of an earlier exit of the asset base.

R1.5B Rights Offering	R1.5B Rights Offering
	R1.5B Rights Offering		 Rights issue available to all ordinary shareholders  Offered at a price of R0.59 per share(1)(the “Rights Offer Price”)  Fully underwritten at the Rights Offer Price  Capital will facilitate the amendments to the CB and EB with limited increase in interest cost, as well as be used for general working capital purposes, potential investment in existing assets and repayment of Brait debt over time		Demonstrates stakeholder support for Brait New capital to support portfolio and reduce debt Three plus years debt maturity runway to try and optimise the value from the portfolio R900M reduction in debt utilising proceeds from the Premier sale Derisked bondholder position which facilitated no increase in ongoing running costs (including cash interest costs) Reduction in EB strike price benefits both EB and CB holders and does not result in additional shareholder dilution Increase in BML RCF provides future flexibility Transaction benefits / highlights
	Extension of Convertible Bonds (CB)		 Three-year maturity extension to December 2027  Repayment of R150m of the bonds at par plus accrued interest on a _pro rata_basis  Coupon increased from 6.5% to 8.0% (7.25% cash and 0.75% PIK)
	Extension of Exchangeable Bonds (EB)		 Three-year maturity extension to December 2027  Repayment of R750m of the principal at par plus accrued interest on a_pro rata_basis  Coupon increased from 5.0% to 6.0% (5.75% cash and 0.25% PIK)  Effective reduction in the strike price from R4.37 to R3.28 (with no new shares issued)
	Extension of RCF		 Maturity of existing BML RCF extended in line with revised maturity o EB and CB with facility limit increased from R0.6bn to R1.0bn

Notes: (1) 25% discount to TERP based on current share price of R1.1655 calculated as VWAP of an ordinary share on five consecutive dealing days prior to the transaction announcement

Integrated Annual Report 2024 | Brait 11

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HIGHLIGHTS FOR THE GROUP’S INVESTMENT PORTFOLIO Virgin Active (67% of Brait’s total assets):

• The leading international premium health club operator, Virgin Active’s strong performance and operational turnaround has continued with all territories now EBITDA positive.

• Robust operating performance across key territories with active membership increasing to 1.021 million over the past twelve months combined with10% average yield enhancements across the portfolio.

• The “run rate EBITDA” at March 2024 implied an annualised EBITDA of c.£80 million, up from £33 million as at 30 September 2023.

• In November 2023 and February 2024, Virgin Active shareholders injected a combined £35 million of the £60 million Convertible Preference Share Facility (Brait’s pro rata share was £4 million out of its £6.9 million commitment).

• Territory update to 30 April 2024:

• º Southern Africa (34% of group revenue):

  • Revenue for the four months 16% up Year on Year (“YoY”) with net membership growth of 26k members and active members increasing to 630k.

  • Membership yield increased 10% YoY driven by improved product mix.

  • A focus on quality of sales, product mix optimisation and member engagement (through the app and loyalty programme) has driven improved yields and retention.

• º Italy (28% of group revenue):

  • Revenue for the four months is 23% up YoY with net membership growth of 11k members increasing the active membership base to 189k.

  • Membership yields increased 7% YoY.

  • Strong start to 2024, with sales, retention and yields all ahead of expectations.

• º UK (24% of group revenue):

  • Revenue for the four months is 13% up YoY with net membership growth of 9k members increasing the active membership base to 139k.

  • Membership yields increased 6% YoY due to price increases and club mix.

  • London CBD clubs continue to recover with higher office attendance boosting inner city growth.

• º Asia Pacific (14% of group revenue):

  • Revenue for the four months is 22% up YoY increasing active members to 63k.

  • Membership yields increased 4% YoY.

• All territories are delivering robust revenue growth supported by a steady recovery at CBD clubs.

• º Head office:

  • Management has restructured the business to focus on global operational (not territory) responsibilities which have driven improved accountability and facilitated the implementation of best practice across territories and resulted in operational efficiencies.

  • Significant focus on quantitative capital allocation on growth projects to expedite recovery whilst managing the company’s liquidity.

• Valuation as at 31 March 2024 (performed on a pre-IFRS16 basis):

• º Maintainable EBITDA is based on a look-through to a December 2025 estimated sustainable level of £123 million (FY23: March 2025 estimate sustainable level of £121 million).

• º The forward valuation multiple has been maintained at 9.0x, a 9% discount to the peer average forward multiple of 9.9x (FY23: 8.9x).

• º Net third party debt of £447 million (FY23: £476 million) includes £20 million (FY23: £22 million) for the estimated effect of working capital and cost deferrals.

• º Brait’s resulting unrealised carrying value for its investment in Virgin Active at the reporting date is R10,183 million (FY23: R9,045 million) and comprises 67% of Brait’s total assets (FY23: 53%).

12 Brait | Integrated Annual Report 2024

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Premier (18% of Brait’s total assets):

• A leading South African FMCG manufacturer, offering branded and private label solutions, Premier continued to perform strongly despite adverse trading conditions and the impact of inflation on consumer spending.

• Premier’s results for the financial year ended 31 March 2024 were released to the market on 11 June 2024:

• º Revenue of R18.6 billion up 4% YoY.

• º EBITDA of R2.1 billion up 19% YoY.

• º EBITDA margin of 11.0% (FY23: 9.6%).

• º Return on invested capital of 22.4% (FY23: 19.1%).

• º Normalised HEPS of 744 cents per share, an increase of 35% YoY.

• º Net third party debt leverage ratio of 0.9x (FY23: 1.7x).

• Divisional highlights for the financial year ended 31 March 2024:

• º Premier’s MillBake business (84% of group revenue) continued its strong momentum despite challenging economic conditions:

  • Revenue growth of 4% to R15.5 billion.

  • EBITDA increased by 21% to R1.97 billion through focus on cost efficiencies.

• º Premier’s Groceries and International division (16% of group revenue) increased revenue by 3% to R3.06 billion, with EBITDA increasing by 4% to R214 million:

  • Performance in sugar confectionery driven by improved efficiencies, product mix and tight margin management.

  • Lil-Lets UK enjoyed solid growth stimulated by the recent growth in eCommerce. Local port constraints in early 2024 impacted export volumes, which are expected to recover.

  • CIM continues to face headwinds but improved macro-economic outlook witnessed in Mozambique, with lower levels of inflation forecast coupled with improved GDP growth.

• º In keeping with Premier’s strategy of being the lowest cost producer through focus on efficiencies, the business continued to invest in its asset base with capital expenditure at 3.4% of revenue (FY23: 2.6%), whilst increasing Return on Invested Capital to 22.4% (FY23:19.1%). Capital expenditure for the group of R635 million (FY23: R473 million) comprised R342 million maintenance (FY23: R325 million) and R293 million expansionary (FY23: R148 million). Expansionary capex includes R161 million prepaid for the upgrade of the Aeroton bakery. Acquisition of intangibles amounted to R67 million (FY23: R45 million).

• Cash generated by operations before working capital increased by 18% to R2.1 billion driven by the group’s strong overall performance.

• Valuation as at 31 March 2024:

• º Premier is valued at the closing JSE share price of R61.10 (FY23: R60.00). Brait’s shareholding in Premier is 35.4% (FY23: 47.1%) representing its 45.7 million shares (FY23: 60.7 million shares held). As announced to the market on 19 March 2024, the reduction in shareholding was a result of the oversubscribed placement of 15 million ordinary shares in Premier, raising total gross proceeds of R900 million.

• º Based on Premier’s reported Adjusted EBITDA of R2.1 billion and net third party debt of R1.8 billion, this equates to an implied EBITDA earnings multiple of 4.7x.

Integrated Annual Report 2024 | Brait 13

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New Look (7% of Brait’s total assets):

• New Look is a leading fashion retailer operating in the value segment of the clothing and footwear market in the UK and the Republic of Ireland, with a targeted online presence. New Look offers products and a shopping experience based on excitement, value and newness.

• In a challenging UK fashion retail operating environment where market volumes declined, New Look’s FY24 Revenue and EBITDA declined by 8.7% and 5.4% respectively. Unseasonal weather and a rapidly changing competitive landscape continue to be key factors affecting performance.

• Refinanced the £100 million term debt in October 2023 to October 2026 with covenants set to provide operating headroom.

• Valuation as at 31 March 2024 (performed on a pre-IFRS16 basis):

• º Maintainable EBITDA of £40 million is in line with FY24 LTM reported EBITDA (FY23: maintainable EBITDA of £55 million was applied).

• º Following a successful refinancing of the £100 million term loan and operating facilities to October 2026 and improved working capital management, the valuation multiple was increased to 6.5x (FY23: 5.0x), which maintains a similar level of discount to the peer average multiple of 9.8x that applied at FY23.

• º No normalisation adjustments were considered in net third party debt of £31.8 million (FY23: included £.18.9 million in respect of certain deferred costs during the lockdown periods).

• º Brait holds 18.3% of the New Look shareholder loans/PIK facility and equity (17.2% equity participation post dilution for management’s incentive plan).

• º The resulting unrealised carrying value for the investment in New Look at the reporting date is R982 million (FY23: R931 million), comprising 7% of Brait’s total assets (FY23: 5%).

Other investments

• The remaining R22 million carrying value relates to a legacy private equity fund investment.

LIQUIDITY POSITION

Reporting date

• The R3.6 billion proceeds Brait received from Premier’s 24 March 2023 listing on the JSE were applied during FY24 as follows:

• º In April 2023, settlement of the outstanding amount of R2.1 billion on Brait’s revolving credit facility (the “BML RCF”); and

• º During May 2023, Brait followed its pro rata GBP33.8 million (R756 million) equity subscription into Virgin Active’s GBP50 million equity rights offer to fund growth initiatives.

• º In November 2023 and February 2024, shareholders injected a combined £35 million of the £60 million Convertible Preference Share Facility (Brait’s share £4.0 million of £6.9 million commitment) to drive growth initiatives.

• Following its repayment, the BML RCF, was amended to a facility commitment of R594 million and its term extended to 31 March 2025, interest at JIBAR plus 290bps and a 1% commitment fee.

• As at 31 March 2024, the drawn balance on the BML RCF was R0.1 billion, resulting in available liquidity at reporting date, including cash balances, amounting to R1.5 billion.

• Brait is in compliance with all covenants at reporting date.

Post Recapitalisation liquidity position

• As set out above, pursuant to the Recapitalisation announced to the market on 3 June 2024, Brait has signed a credit approved term sheet with the Lending Banks (RMB and Standard Bank) and is in the process of concluding the requisite legal agreements to amend the limit of its BML RCF to R1.0 billion and extend its tenure from 31 March 2025 to 31 March 2028. The interest margin on the amended facility is the three-month JIBAR plus a variable margin between 2.9% and 3.7% (depending on pledged security levels), and a 1.1% commitment fee will apply.

14 Brait | Integrated Annual Report 2024

BRAIT LIQUIDITY, DEBT AND COVENANTS

LIQUIDITY				DEBT & COVENANTS
Cash and cash equivalents(R’m) (1)	Mar-24	Mar-23		3,125 3,331 3,504 2,622 2,582 2,697 2,820 1,550 2,054 Total Group debt (R’m)(7) 6,028 4,281 109 109 109 6,433 7,761 Cash: 1,801
Opening cash balance	3,582	83
Proceeds received from portfolio (2)	742	4,901
Expenses (operating costs, other costs and taxes)	(145)	(203)
Purchase of investments	(845) ~~(3)~~ ~~(4)~~	(218)
Net cash outflow from financing activities	(2,318)	(997)
Effect of exchange rate changes on cash	32	16
Closing cash balance	1,048 (5)	3,582
Facilities(R’m)	Mar-24	Mar-23
				Mar 23 Sep 23 Mar 24 Mar 24 (Adjusted) Convertible Bonds BIH Exchangeable Bonds Drawn BML RCF – Per the terms of the Convertible Bonds, Brait’s ‘Tangible NAV/Net Debt’ ratio is required to be not less than 200% – Conversion price on the Convertible Bonds is £0.5219 (R12.45 at reporting date) – Exchange Price on the BIH Exchangeable Bonds: Post Recapitalisation – R2.21 (8)
BML RCF Facility	594 (6)	2548
Less: drawn	(109)	, (2,054)
Available undrawn facility: Reporting date	485	494
Available liquidity: Reporting date	1,533	4,076
			(Pre-R4.37) – Brait is in compliance with all debt covenants

– Conversion price on the Convertible Bonds is £0.5219 (R12.45 at reporting date) – Exchange Price on the BIH Exchangeable Bonds: Post Recapitalisation – R2.21 (Pre-R4.37)

• Brait is in compliance with all debt covenants

(1) The cash flows shown apply the look-through consolidation basis.

(2) FY24 includes R900m gross proceeds in respect of the Mar-24 placement of 15m Premier shares, of which R750m was received by 31 Mar 24, reduced by R8m in associated costs. The remaining R150m forms part of BML’s net working capital. FY23 included: (i) R4,476m received from Premier (R3,600m gross proceeds received pursuant to the March 2023 JSE listing, less R73m associated costs; R924m return of capital distribution received in Nov-22 and R25m in shareholder loan repayments); and (ii) R425m received from the Other Investments portfolio, mostly relating to proceeds received from the realisation of Brait IV's investment in Consol.

(3) FY24 relates to Brait following its pro rata £33.8m (R756m) and £4.0m (R89m) subscriptions into Virgin Active’s equity rights offer in May-23 and its Convertible Preference Shares issued in Nov-23 and Feb-24, respectively

(4) Mainly R2.1bn repayment of the outstanding drawn balance on the BML RCF in Apr-23.

(5) The FY24 cash balance includes R0.2bn held in GBP, which is earmarked for the remaining two coupons on the Convertible Bonds for their existing term to 4 Dec-24.

(6) Brait has signed a credit approved term sheet with the lending banks to extend the term of the BML RCF to 31-Mar-28, with an amended facility commitment of R1bn, interest rate of JIBAR plus a variable margin between 2.9% and 3.7% (depending on pledged security levels) and a 1.1% commitment fee.

(7) At maturity, the issuer may redeem the principal amount of any outstanding BIH Exchangeable Bonds by delivery of fixed number of Brait shares at their prevailing market value and Exchange Price and cash totaling the Principal amount in value.

(8) Mar-24 Group debt adjusted to illustrate effects of the Recapitalisation.

Integrated Annual Report 2024 | Brait 15

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Investment Advisor’s Report continued

UPDATE ON GOVERNANCE MATTERS

• To align the interests of the Company, Shareholders and the Investment Advisor, TRG, in delivering Brait’s strategy of monetisation of the asset base which seeks to optimise the return of capital to Shareholders, the Board has agreed the following amendments with the Investment Advisor as a result of the Recapitalisation:

• º The Advisory Agreement service fee of R50 million approved for FY25 (FY24: R65 million) will apply annually, subject to a three month notice period, until such time the Board, at its discretion, considers Brait’s remaining investment portfolio to be substantially realised or unbundled to Shareholders. Thereafter, to conclude Brait’s winding up a revised service fee of R1.5 million per month will take effect from the start of the following quarter;

• º The discontinuation of the annual short-term incentive (“STI”) together with the five-year structured Long Term Incentive Plan (“LTIP”) that was approved by Shareholders in October 2020; and

• º A new incentive mechanism, capped, at the Board’s discretion at R50 million (the equivalent of one year’s management fee), and which is based on sharing value uplift of the growth in market capitalisation on a diminishing scale from 1.50% to 1.10% as Brait’s market capitalisation increases, referenced to a starting market capitalisation of R3.6 billion (reference share price of R1.80 applied to 2.006 billion shares in issue, which assumes the BIH Exchangeable Bonds have been exchanged into 686.2 million shares). The parameters will be adjusted for corporate events such as the declaration of ordinary and special dividends, share buybacks, rights issues and asset unbundlings. Once the quantum of the incentive has been determined by the Board, such amount will be cash settled by BML. At 31 March 2024, no value has been ascribed to this incentive.

DIVIDEND POLICY

Brait’s ability to return capital to Shareholders pursuant to its monetisation strategy will depend upon its receiving realisations on loans and investments, dividends, other distributions or payments from its portfolio companies (which are under no obligation to pay dividends or make any other distributions to Brait). In addition, Brait’s ability to pay any dividends will depend upon distribution allowances under the terms of the BML RCF.

To the extent that surplus cash becomes available at a future date for distribution, the Board will consider the potential for the distribution of such surplus cash by way of special dividend. Pursuant to the terms of the Convertible Bonds, before Brait is able to pay a special dividend to Shareholders, it will have to first make an offer to the holders of the Convertible Bonds to tender for repurchase an aggregate principal amount of the Convertible Bonds for an amount equal to such proposed special dividend at a price per Convertible Bond equal to its principal amount together with accrued interest. Prior to the offer to the holders of the Convertible Bonds, Brait will have to make an offer to the holders of the BIH Exchangeable Bonds to redeem the BIH Exchangeable Bonds.

GROUP OUTLOOK

Since the February 2020 change in strategy to monetise its asset base to optimise the return of capital to its Shareholders, Brait has realised cumulative disposal proceeds of R9.1 billion, which has mostly been applied to repaying the BML RCF. This strategy has not changed. The 3-year extensions to the maturities of the Bonds in terms of the Recapitalisation provide runway for all stakeholders to benefit from the continued recovery in Virgin Active and New Look in addition to the growth in Premier, which also provides Brait with the optionality to choose the earliest optimal exit window for each asset.

16

Brait | Integrated Annual Report 2024

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Integrated Annual Report 2024 | Brait 17

8

Investment portfolio

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8.1 VIRGIN ACTIVE

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----- Start of picture text -----

Transaction overview
% Date Multiple £’m £/R rate R’m
Initial acquisition
(equity and shareholding funding) 78.2 16-Jul-15 10.2x 691.0 18.40 12 715
Further investment [ (1)] 1.9 Sep-16 to Mar-22 various 71.7 20.79 1 491
Capital raise [ (2,3)] (12.7) Mar-22 to Mar-24 various 92.8 21.22 1 969
Total cost of investment at reporting date 67.4 10.2x 855.4 18.91 16 175
Carrying value at reporting date 67.4 9.0x 426.7 23.86 10 183
Proceeds received to reporting date 52.2 18.66 974
Carrying value + proceeds received 478.9 23.30 11 157
----- End of picture text -----

(1) Increase in shareholding due to exercise of put and call option agreements over the period. The investments to 31 March 2022 of £71.7 million mainly relate to equity and shareholder funding advanced.

(2) Brait’s equity and shareholder funding participation was diluted to 67.4% post Virgin Active’s March 2022 capital raise and the conclusion of the amalgamation of Kauai and Nü chains of healthy fast casual restaurants.

(3) In May 2023, Brait followed its pro rata £33.8 million (R756 million) equity subscription into Virgin Active’s £50 million equity rights offer to fund growth initiatives. In November 2023 and February 2024, Virgin Active shareholders injected a combined £35 million of the £60 million Convertible Preference Share Facility (Brait’s pro rata share was £4 million (R89 million) out of its £6.9 million commitment).

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----- Start of picture text -----

London UK | 32 Clubs Naples
Rome Milan
Italy | 40 Clubs
Thailand | 8 Clubs
Bangkok
Australia | 10 Clubs10
Sydney
Johannesburg
Cape Town Melbourne
Southern Africa | 134 Clubs132
Singapore
Singapore | 6 Clubs5
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18

Brait | Integrated Annual Report 2024

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KEY FOCUS AREAS

MEMBERSHIP REVENUE GROWTH

• Optimizing revenue through a balanced combination of volume, yield and ancillary revenue growth

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• Volume growth focused on getting clubs to full capacity (including inner-city clubs)

• Yield growth through product investment, price optimization and product mix

• Improving quality of sales through sales incentives and promotions

• Driving improved retention through market leading in-club experiences and member engagement via app and loyalty program

• Providing a holistic wellness offering to members (e.g. Padel, health and nutrition, recovery)

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OPERATING COST OPTIMISATION

• Restructure of the operating model and management resulting in lower central costs

• Managing the inflationary impact in utility costs in key markets

• Shift to digital engagement channels will significantly reduce acquisition and retention costs across the group

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CAPITAL ALLOCATION & LIQUIDITY

• Focus on growth investment in the estate to expedite trajectory back to / above pre COVID levels

• Quantitative, ROIC focused decision making for new capital spend

• Manage the trade off between maintaining sufficient liquidity and investing capital to grow

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INVEST FOR GROWTH

• Continue to explore opportunities to strengthen leading positions in key markets

• Selectively invest in new sites and enhance existing sites where growth opportunities exist

Integrated Annual Report 2024 | Brait 19

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The Virgin Active Product Suite

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Best in Class Swimming Pools

Over 3,100 Personal Trainers globally delivering c.2.6 million sessions per year

Purpose built Yoga Studios

Well invested in and scaled Cycle Studios

Premium Lift Club, Boxing and Cross Active spaces

Large and Boxing and Cross Spacious Gym Active spaces Floor spaces which are Grass, Hard and filled with a Clay Courts mix of kit and Padel Courts equipment Badminton and Squash Courts

A great value for money Family offering A Swim School offering for all ages and abilities

A global leading Reformer Pilates product

Over 2 million group Inclusive Exercise attendances and Compliant Childcare Facilities per month across the global estate

20 Brait | Integrated Annual Report 2024

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vision: change people’s lives for the better through wellness

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----- Start of picture text -----

use
Offer a technology demonstrate
drive differentiated & digital to Refresh the a strategy
continued revenue exercise,club and enhance the member ancillary build look, feel and diversified, of
recovery &reduced experiencewellness experience and build wellnessrevenue functionality of clubs currencyhard
churn with broader personal / streams to earnings
appeal emotional grow share growth
of wallet
connections
new group Social digital broaden global
structure & Wellness transformation wellness Targeted organic and
culture Clubs market focus reinvestment M&A growth
opportunities
purpose people culture
strategy
initiatives
----- End of picture text -----

Integrated Annual Report 2024 | Brait 21

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Strategy outcomes for the business

• Broaden target market by offering members a complete wellness experience

• A holistic, social approach delivers better results and higher retention

• Broaden market positioning to be a global wellness A holistic, social approach delivers better results and higher retention company – Ability to generate ancillary revenue through enhanced product offering – Highly differentiated proposition with global scalability

• Refresh and grow the estate: – Capital allocation focused on estate renewal and upgrades delivering requisite

• New look, feel and functionality – return Premium club designs aligned to on capital Social Wellness Club concept – Pipeline on new organic opportunities developing – Select club closures where returns are sub-economical – Improve quality of sales leading to higher yields and lower attrition

• Grow revenue through optimizing sales, – Sales incentives geared to optimizing volume, yield and retention retention and yield – Incentivise contract recommitment , migrating more membership to incontract commitments

• Drive customer lifetime value through data– Improved data collection and analysis to drive rich customer insights driven customer insights and – Rich data drives better member engagement, usage and retention engagement through the app and loyalty programme – Multiple customer touchpoints : cross selling, cross incentives, cross product

• Purposeful integration of food and fitness , with experiences, enhances customer stickiness and grows share of wallet sharing of data – Combine data sources to enrich decision making : competitive advantage through better membership offerings, better product and service delivery

• – Leaner central operating structures resulting in lower costs and better, faster

• Deliver operating costs efficiencies decision making

• Increased focus digital acquisition channels, lowering customer acquisition and retention cost

22

Brait | Integrated Annual Report 2024

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Positive key KPI trends YoY

Strong revenue growth with all group territories now EBITDA positive

Active Members (‘000s) Yield (£) Revenue (£m) Gross Sales (‘000s) Attrition EBITDA (£m)	YTD Apr-23	YTD Apr-24 Actual	2024 vs 2023
	953.7 34.5 153.8 198.0 44% 2.9	1 020.5 37.9 188.1 181.5 42% 24.9
			-5%
			-2ppt
			+7%
			+10%
			+18%
			+762%

• 18% revenue growth driven by both membership and yield growth with focus on quality of sales resulting in lower sales being more than offset by higher yields and lower attrition

• Kauai and Nu continue to perform ahead of budget

• Structural operating leverage results in an £27.7m increase in revenue driving a £22m increase in EBITDA

Integrated Annual Report 2024 | Brait 23

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Summarised financial information	Summarised financial information	Summarised financial information	Summarised financial information	Summarised financial information	Summarised financial information	Summarised financial information	Summarised financial information	Summarised financial information
Summarised income statement (Results in £m; actual reported currency)	Dec-23 Unaudited Post-IFRS 16	Dec-22 Audited Post-IFRS 16	Dec-21 Audited Post-IFRS 16	Dec-20 Audited Post-IFRS 16	Dec-23 Unaudited Pre-IFRS 16	Dec-22 Audited Pre-IFRS 16	Dec-21 Audited Pre-IFRS 16	Dec-20 Audited Pre-IFRS 16
Revenue – continuing operations % growth	508 16%	436 49%	292 (1%)	296 (51%)	508 16%	436 49%	292 (1%)	296 (51%)
296 292 436 508 Total Revenue					436 508		296 292
EBITDA – continuing operations % margin	131 26%	94 21%	78 27%	76 26%	22 4%	(12) nmf	(15) nmf	(17) nmf
76 78 94 131 Total EBITDA (121) (90) (98) (102) Depreciation expense					(12) 22 (42) (47)		(17) (15) (47) (39)
Amortisation expense	(5)	(5)	(5)	(6)	(5)	(5)	(5)	(6)
EBIT % margin	23 5%	(9) nmf	(17) nmf	(51) nmf	(30) nmf	(59) nmf	(59) nmf	(70) nmf
Net bank debt interest charge(1)	(152)	(91)	(112) (137) - - (421) 152		(21) (86) - - (38) (7)		(62)	(33)
Shareholder funding interest(2)	-	-					-	-
Exceptional items (3)	(19)	(39)	152				7	(167)
EBT	(147)	(140)	(2)	(584)	(122)	(118)	(114)	(270)
Tax	24	8	5	18	24	10	5	18
PAT	(122)	(132)	3	(566)	(98)	(108)	(109)	(252)

(1) FY23 includes £16m in foreign exchange losses while FY22 includes £30m in foreign exchange gains; (2) Post Brait’s acquisition in July 2015, shareholder funding is now held in a Virgin Active parent company and not included in the operating company’s audited results. Brait’s valuation of Virgin Active takes full consideration of this shareholder funding; and (3) Exceptional items for 2023 post IFRS 16 include impairments (£13m), nonrecurring items (£6m) offset by profit on disposal of fixed assets £1m. Exceptional items for 2023 pre IFRS 16 include an impairment reversal of £1m, non-recurring items of (£6m), non-cash rent adjustment of (£1m) and loss on disposal of fixed assets of (£3m). Exceptional costs for 2022 post IFRS 16 include impairment of (£42m), non-recurring items (£5m) and profit on disposal of fixed assets £1m. Exceptional items for 2022 pre IFRS 16 include impairment of (£32m), non-recurring items of (£3m), non-cash rent adjustment of (£3m) and loss on disposal of fixed assets of (£1m) Exceptional costs for 2021 post IFRS 16 include impairment reversal of £82m, nonrecurring items (£13m) and profit on disposal of fixed assets £83m. Exceptional items for 2021 pre IFRS 16 include an impairment reversal of £8m, non-recurring items credit of £7m, non-cash rent adjustment of (£5m) and loss on disposal of fixed assets of (£4m);

24 Brait | Integrated Annual Report 2024

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Summarised financial information

Summarised balance sheet(1) (Results in £m, actual reported currency rates)	Dec-23 Unaudited Post-IFRS 16	Dec-22 Audited Post-IFRS 16	Dec-21 Audited Post-IFRS 16	Dec-20 Audited Post-IFRS 16	Dec-23 Unaudited Pre-IFRS 16	Dec-22 Audited Pre-IFRS 16	Dec-21 Audited Pre-IFRS 16	Dec-20 Audited Pre-IFRS 16
Total Assets	1,372	1,490	1,404	1,525	708	760	685	758
1,083 1,026 1,035 967 Property and equipment 252 231 254 228 Goodwill and intangibles 41 25 33 26 Current assets 77 46 76 51 Cash 72 76 92 100 Other					334 302 299 301 253 232 255 229 40 29 39 28 77 46 76 51 54 75 91 99
Total Liabilities	1,701	1,806	1,716	1,940	707	755	749	792
42 29 35 28 Trade creditors 101 85 75 87 Current liabilities 455 467 508 475 Interest bearing bank debt 1,272 1,081 1,134 1,070 Finance leases 70 54 53 41 Other					42 29 35 28 103 93 83 96 455 467 508 475 12 3 2 2 180 157 126 106
Shareholders’ Equity	(329)	(316)	(312)	(415)	2	5	(64)	(34)

(1) The figures are from the Virgin Active operating company’s financial results. The shareholder funding which sits in a Virgin Active parent company is, therefore, not reflected. Brait’s valuation of Virgin Active takes full consideration of this shareholder funding, including accrued interest to Brait’s reporting date.

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Summarised financial information	Summarised financial information	Summarised financial information	Summarised financial information	Summarised financial information	Summarised financial information	Summarised financial information	Summarised financial information	Summarised financial information
Summarised cash flow statement(1) (Results in £m, actual reported currency)	Dec-23 Unaudited Post-IFRS 16	Dec-22 Audited Post-IFRS 16	Dec-21 Audited Post-IFRS 16	Dec-20 Audited Post-IFRS 16	Dec-23 Unaudited Pre-IFRS 16	Dec-22 Audited Pre-IFRS 16	Dec-21 Audited Pre-IFRS 16	Dec-20 Audited Pre-IFRS 16
Cash flow from operations	135.0	71.7	42.8	114.8	25.7	(38.5)	(47.7)	37.5
Maintenance and head office capex	(47.1)	(36.3)	(13.2)	(18.2)	(47.1)	(36.3)	(13.2)	(18.2)
Operating cash flow	87.9	35.5	29.6	96.6	(21.4)	(74.7)	(60.9)	19.3
Investments - new clubs, acquisitions and premiumisation	(12.8)	(7.9)	(1.9)	(4.2)	(12.8)	(7.9)	(1.9)	(4.2)
Net exceptional, one off items and proceeds on disposal of assets	(5.7)	(2.1)	(16.8)	(5.5)	(5.7)	(2.1)	(16.8)	(5.5)
Operating cash flow post capex	69.4	25.4	10.9	86.9	(39.9)	(84.8)	(79.6)	9.6
Interest paid	(109.9)	(92.7)	(110.7)	(109.5)	(40.4)	(19.5)	(35.1)	(32.2)
Tax paid	(7.9)	(7.0)	(5.2)	(6.5)	(7.9)	(7.0)	(5.2)	(6.5)
Operating cash flow post capex, tax and interest paid	(48.3)	(74.3)	(105.0)	(29.1)	(88.1)	(111.3)	(119.9)	(29.1)
Shareholder funding receipts / (repayments)	70.7	166.2	63.4	19.7	70.7	166.2	63.4	19.7
Operating cash flow post shareholder funding / repayments	22.4	91.9	(41.6)	(9.4)	(17.4)	54.9	(56.5)	(9.4)

26 Brait | Integrated Annual Report 2024

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Forward EV / EBITDA (December 2025) Virgin Active carrying value 31-Mar-24 30-Sep-23 31-Mar-23 £'m 123.3 121.3 120.9 Maintainable EBITDA_(incl. Kauai) 9.0x 9.0x 9.0x EV/EBITDA multiple 1,110 1,091 1,088 Enterprise value (427) (433) (454) Less: actual net third party debt (20) (20) (22) Less: debt adjustment 663 638 612 Shareholder value (49) (49) (49) Less: senior shareholder funding (36) Less: convertible preference shares (CPS) 578 588 563 Equity value _67.4% 67.4% 67.4% Brait’s junior s/h funding participation % 33 33 33 Shareholder funding value 11.5% Brait’s CPS participation % 4 Shareholder funding value 67.4% 67.4% 67.4% Brait’s equity participation % 389 397 379 Equity value 427 430 412 Carrying value (£m) for Brait’s investment R23.86 R23.02 R21.92 Closing GBP/ZAR exchange rate 10,183 9,897 9,045 Carrying value (Rm) for Brait’s investment	Like-for-like peer group average market cap vs VA (rebased to 100)
	Valuation reflected on a like-for-like basis (i.e., peer market caps and the VA equity value have been adjusted for any capital raises concluded ) 100 62 78 97 107 109 85 103 82 99 100 56 47 46 42 41 39 41 42 42 Jan-20 Mar 20 Sep 20 Mar 21 Sep 21 Mar 22 Sep 22 Mar 23 Sep 23 Mar 24 Peer group average market cap vs VA (rebased to 100) Peer group: average market cap (GBP) VA: equity value (GBP)
	Multiple comparison

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Multiple comparison
11.4x 11.4x 10.0x 9.9x9.9x
8.7x 8.9x
7.9x
9.0x 9.0x 9.0x 9.0x 9.0x 9.0x 9.0x
Sep-20 Mar-21 Sep-21 Mar-22 Sep-22 Mar-23 Mar-24
Brait Valuation Multiple Peer Average 2 year forward Pre IFRS16
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19.4x
Peer average: 9.9x 14.2x
9.4x 9.0x
5.7x 6.0x
4.5x
Basic Fit SATS Gym Group Leejam Technogym Planet Virgin Active
Fitness (pre IFRS 16)
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8.2 PREMIER

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Transaction overview
% Date Multiple R’m
Initial acquisition (equity and shareholding funding) 49.9 05-7-2011 6.4x 1 070
Further investment [ (1)] 48.6 8-Feb-12 to May-22 various 3 732
Conversion of shareholder funding [(2)] 0.5 May-22 –
JSE listing on 24 March 2023 [(3)] (51.9) Mar-23 –
Placement of shares [ (4)] (11.7) Mar-24 –
Total cost of investment at reporting date 35.4 4 802
Carrying value at reporting date [ (5)] 35.4 2 791
Proceeds received to reporting date [(6) ] 7 273
Carrying value + proceeds received 10 064
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• (1) Increase in shareholding due to exercise of put and call option agreements over the period. Increase in shareholder funding to fund Premier’s acquisitions.

• (2) In May 2022 Brait converted preference shares in Premier into ordinary shares in Premier, and Premier settled the outstanding loan amount owing to Brait by issuing ordinary shares to Brait.

• (3) Pursuant to Premier’s listing, Brait sold c.51.9% of its shareholding in Premier for R3.6 billion.

• (4) Placement of 15 million ordinary shares in Premier, raising gross proceeds of R0.9 billion (“Premier Proceeds”).

• (5) Brait’s 45.7 million ordinary shares held at reporting date valued at closing JSE share price of R61.10.

(6) FY24 includes Premier Proceeds net of R8 million in associated costs. FY23 includes (i) R3.6 billion gross proceeds received pursuant to the March 2023 JSE listing, less R73 million associated costs; and (ii) R924 million return of capital distribution received in November 2022 and R25 million in shareholder loan repayments. Up to 31 March 2022: R1.9 billion relating to shareholder loan repayments.

Premier’s competitive advantage

PREMIER IS A HIGHLY ATTRACTIVE INVESTMENT OPPORTUNITY, DIFFERENTIATED BY CONSISTENTLY STRONG FINANCIAL AND OPERATIONAL PERFORMANCE AND A SCALABLE PLATFORM.

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2
3
4
5
6
7
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PREMIER IS WELL-POSITIONED AS A SECTOR CONSUMER PACKAGED GOODS CHAMPION WITHIN THE BROADER SOUTH AFRICAN MARKET

Defensive growth in a low GDP environment with a demonstrated ability to consistently improve market share through a strong focus on best-in-class Millbake

PREMIER IS A KEY CONSUMER PACKAGED GOODS PLAYER IN THE SOUTH AFRICAN MARKET

Leading SA staple foods producer, with a broad range of market-leading brands across key categories, underpinned by scale and operational excellence

ABILITY TO WITHSTAND INPUT COST PRESSURES IN A VOLATILE INFLATIONARY ENVIRONMENT

Strong financial metrics despite numerous commodity price surges, without giving up volume growth at the expense of margin preservation

CONSISTENT TRACK RECORD OF SUPERIOR FINANCIAL PERFORMANCE

History of volume and sales growth, with an improving margin trend

CONTINUED CAPEX INVESTMENT HAS ENSURED FULLY INTEGRATED, BEST-IN-CLASS FACILITIES

Operations are supported by well-invested IT systems and logistics capabilities, ensuring Premier remains the cost leader in Millbake

IDENTIFIED GROWTH SECTORS TO BOLSTER PREMIER’S LEADING MARKET POSITION AND SUPPORT FUTURE SUCCESS Supplementary growth is achieved through selective acquisitions identified against carefully considered investment criteria

HIGHLY SKILLED AND EXPERIENCED MANAGEMENT TEAM Widely considered industry leading amongst peers

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Premier at a glance 84%
OPERATING DIVISIONS OF REVENUE
MILLBAKE
BAKING CATEGORY MILLING CATEGORY
Products manufactured Products manufactured
in the baking category in the milling category
comprise our primary comprise our market
bread products, as well leading flour products,
as a range of muffins, maize meal, maize rice,
cakes, buns and samp, instant porridge
snowballs. and maize-based and
multigrain beverages.
13 11 1 1 6 5 1
BAKERIES IN SOUTH AFRICA IN LESOTHO IN ESWATINI WHEAT MILLS IN SOUTH AFRICA IN ESWATINI 37% WHEAT MARKET SHARE [(1)]
2 1 1
MAIZE MILLS IN SOUTH AFRICA IN ESWATINI
BREAD MARKET SHARE [(1)] 27%
1 1 18% MAIZE MARKET SHARE [ (1)]
BEVERAGE IN ESWATINI
PLANT
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(1) DataOrbis at 31 March 2024 (trade desk 12-month average by sales value) for the South African market.

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7
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Premier at a glance CONTINUED 16%
OPERATING DIVISIONS OF REVENUE
GROCERIES AND INTERNATIONAL
CONFECTIONERY HOME AND PERSONAL CARE CIM
Products Products Products
manufactured in the manufactured and manufactured in the
sugar confectionery distributed by the CIM facilities include
category include HPC team include wheat flour, maize
mallows, gums, feminine care and meal, pasta, biscuits
jellies, toffees, general care and animal feeds.
chews, nut brittles, products.
boiled candies and
chocolate products.
MANUFACTURING SITE IN
2 1 SOUTH AFRICA AND A SALES OFFICE IN THE UNITED KINGDOM MOZAMBICAN OPERATIONS COMPRISING
MANUFACTURING SITESIN SOUTH AFRICA 1MILLWHEAT
SA FEMCARE MARKET SHARE [(2)] 22% 1MILLMAIZE
CANDY MARKET SHARE [(1)] 15% 1PLANTPASTA
76% TAMPON MARKET SHARE UK NON-APPLICATOR [(3)] 1PLANTBISCUIT
1FEEDS PLANTANIMAL
(1) DataOrbis at 31 March 2024 (trade desk 12-month average by sales value for Premier’s defined segments being gums & jellies, mallows, chews, compressed & boiled candies/lollies,
toffees and liquorice) for the South African market. 8
(2) DataOrbis at 31 March 2024 (trade desk 12-month average by sales value of the combined Femcare and Cotton Wool segments) for the South African market.
(3) Unify value share data for the 52 weeks ending 13th April 2024.
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• (1) DataOrbis at 31 March 2024 (trade desk 12-month average by sales value for Premier’s defined segments being gums & jellies, mallows, chews, compressed & boiled candies/lollies, toffees and liquorice) for the South African market.

• (2) DataOrbis at 31 March 2024 (trade desk 12-month average by sales value of the combined Femcare and Cotton Wool segments) for the South African market.

• (3) Unify value share data for the 52 weeks ending 13th April 2024.

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Outlook

Continued soft commodity volatility Local maize crops impacted by hot weather in early 2024 contributing to inflation Inflationary pressures expected to sustain revenue growth Cost efficiencies will support the continuation of margins experienced during the past year Port congestion improved but supply chains will likely take time to normalise The rebuild of the Aeroton bakery remains the primary focus from a capital project perspective Constructive engagement with all spheres of government – looking forward to engaging with the new administration post the elections Emphasis remains on entrenching and delivering on our sustainability vision

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12 months ended 31 March 2024 (FY24)

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Revenue: EBITDA: EBITDA margin: R18.6bn R2.1bn 11.0% +4% YoY +19% YoY FY23 = 9.6% EBIT: EBIT margin: ROIC[(1)] : R1.6bn 8.8% 22.4% +26% YoY FY23 = 7.2% Net profit: Net profit margin: R921m 5.0% Leverage ratio of 0.9xNet third party debt[(2)] : +16% YoY FY23 = 4.4%

(1) Refers to return on average invested capital adjusted for the historical revaluation of intangibles (2) Includes finance leases

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Summarised financial information

Summarised income statement (Amounts in R’m)	March 2024 Audited	March 2023 Audited	March 2022 Audited	March 2021 Audited
Net revenue % Growth	18,587 3.6%	17,938 23.4%	14,538 16.1%	12,526 13.4%
EBITDA % Margin	2,053 11.0%	1,731 9.6%	1,490 10.2%	1,099 8.8%
Depreciation and amortization	(420)	(440)	(483)	(414)
Adjusted EBIT % Margin	1,633 8.8%	1,292 7.2%	1,007 6.9%	685 5.5%
Impairments	-	-	(130)	-
EBIT	1,633	1,292	877	685
Net finance costs	(367)	(290)	(468)	(461)
Foreign exchange on cash and loans of a funding nature	(1)	56	5	(45)
EBT	1,265	1,058	414	179
PAT	921	795	278	67

Source: Premier Group Annual Financial Statements

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Summarised financial information	Summarised financial information	Summarised financial information	Summarised financial information	Summarised financial information
Summarised cash flow information (Amounts in R’m)	March 2024 Audited	March 2023 Audited	March 2022 Audited	March 2021 Audited
Cash flow from operations before working capital	2,145	1,819	1,500	1,202
Working capital	246	(274)	(85)	220
1,422 1,415 1,545 2,391 Cash flow from operations
Maintenance capex	(342)	(325)	(148)	(203)
Taxation paid	(326)	(172)	(237)	(116)
Purchase of intangible assets	(67)	(45)	(38)	(41)
Free cash flow % Adjusted EBITDA	1,656 81%	1,003 58%	992 67%	1,063 97%
Interest paid	(370)	(336)	(376)	(451)
Dividends and repayment of share capital	-	(934)	-	-
Repayment of shareholder loan	-	-	(20)	-
Expansionary capex	(132)	(148)	(333)	(260)
Prepayments for capital expenditure	(161)	-	-	-
Acquisitions	-	(23)	(428)	-
Proceeds from borrowings	-	1,040	460	96
Net proceeds from bank overdraft	(210)	201	-	-
Repayment of borrowings and lease liabilities	(782)	(446)	(327)	(254)
Net cash from other investing / financing activities	10	42	(22)	26
Net movement	11	399	(54)	219
Effect of exchange rate	29	19	(1)	5
Opening balance	595	177	232	7
Closing balance	636	595	177	232

Source: Premier Group Annual Financial Statements

34 Brait | Integrated Annual Report 2024

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Summarised financial information	Summarised financial information	Summarised financial information	Summarised financial information	Summarised financial information
Summarised balance sheet (Amounts in R’m)	March 2024 Audited	March 2023 Audited	March 2022 Audited	March 2021 Audited
Property, plant and equipment	3,968	3,840	3,658	3,345
Right-to-use assets	200	251	218	187
Intangibles	1,723	1,704	1,673	1,707
Other non-current assets	73	57	66	56
Current assets	3,826	4,220	3,086	2,409
Cash and cash equivalents	636	596	291	368
Total assets	10,426	10,668	8,992	8,072
Equity	4,194	3,210	(5)	(303)
Redeemable preference shares	-	-	1,790	1,700
Loan from shareholder	-	-	1,492	1,512
Borrowings - non-current	2,195	2,927	2,123	1,842
Lease liabilities - non-current	224	249	204	190
Deferred income tax	619	619	596	639
Other non-current liabilities	38	47	83	72
Other current liabilities	3,094	3,340	2,361	1,986
Borrowings - current	26	22	179	273
Lease liabilities - current	35	53	55	25
Bank overdraft	-	201	114	137
Total equity and liabilities	10,426	10,668	8,992	8,072

Source: Premier Group Annual Financial Statements

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8.3 NEW LOOK

FY24 Performance (53 weeks to 30 March 2024)[(1)]

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Revenue:

£815.8m

(8.8)% YoY

Rapidly evolving competitive landscape

Shein and Temu aggressive new entrant gaining share online and driving marketing cost inflation

Good progress made on strategic initiatives Efficiencies at the DC, support centre restructure and the relocation / downsize of the London office

Gross profit:

£465.6m (2.2%) YoY Gross Margin +3.9%pts YoY

New Look maintained its overall 2nd position in the womenswear market

Leading in essential categories like Dresses, Going Out, and Footwear[(2)]

Introduction of Clicklink to manage New Look’s Click & Collect offering

Next-day in-store delivery and enables returns to re-enter inventory the next day

EBITDA:

£41.7m (1.2%) YoY EBITDA margin +0.4%pts YoY

Total market volumes up 1% for 24 weeks ended 31 Mar 2024[(2)]

Compared to volumes being down 4% in 24 weeks ended 20 August 2023

Strong performance from third party partnerships

Performance of New Look’s business in partnership with other online platforms continues to grow on prior year

Source: Management Accounts, Management Information

Notes: (1) 53-week FY24 performance is in comparison to a 52-week FY23 (2) Based on Kantar Worldpanel Womenswear 24w/e data to 31st March‘24

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FY24 Performance

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894.8
815.8
FY23 FY24
42.2
41.7
FY23 FY24
(3)
REVENUE (£m)
(3)
EBITDA (£m)
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• Revenue for FY24 was down £79.0m (8.8%), driven by:

• Retail[(1)] down £73.1m (12%) to £552.6m

• Online[(2)] down £4.9m (2%) to £263.2m

• The full year performance was compromised by soft trading in Q2. Combined with a 6% reduction in trading space due to store closures, Group LFL sales declined 8% in H1 FY24 , down 3% in Q1 and 12% in Q2 (largely driven by unseasonal weather). There was an improvement throughout H2 , increasing to a 6% decline in Q3 and a 2% decline in Q4 (4% down overall in H2 FY24)

• Ended the year with £6.0m higher stock than prior year , reflecting the business’s focus to ensure its in a good trading position for the new financial year as the customer mindset switches to Spring / Summer product

• EBITDA for FY24 was down £0.5m (1.2%)

• Revenue miss of £79.0m (8.8%) translated into a gross profit reduction of £10.3m (2.2%), with reported margin up +3.9%pts on prior year. Continues to be driven by the tighter stock model with lower levels of seasonal markdowns

• Costs were down £9.9m on FY24 , with the improvement driven by mixture of variable cost savings and a focus of cost control in the business. Strategic initiatives included efficiencies at the distribution centre, support centre restructure and the relocation / downsize of the London office

Notes: (1) Retail includes New Look stores in the UK and Republic of Ireland, along with concession sales (2) Online includes own and 3[rd] party e-commerce sales (3) 53-week FY24 performance is in comparison to a 52-week FY23

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31-Mar-24 30-Sep-23 31-Mar-23 £'m 40 45 55 Maintainable EBITDA 6.5x 6.0x 5.0x EV/EBITDA multiple 260 270 275 Enterprise value (32) (14) (38) Less: net third party debt 228 256 237 Shareholder value (64) (59) (54) Less: Additional PIK facility (72) (66) (61) Less: PIK facility (40) (40) (40) Less: senior shareholder funding 52 91 82 Equity value 18.3% 18.3% 18.3% Brait’s additional & existing PIK facilities / reinstated SSN % 32 30 28 Shareholder funding value 17.2% 17.2% 17.2% Brait’s equity participation % 9 16 14 Equity value 41 46 43 Carrying value (£m) for Brait’s investment R23.86 R23.02 R21.92 Closing GBP/ZAR exchange rate 982 1,055 931 Carrying value (Rm) for Brait’s investment New Look carrying value

LTM EV / EBITDA (March 2024) (pre IFRS16)

10.1x 12.0x 11.1x 16.9x 5.3x 6.5x ABF H&M Next Inditex M&S New Look Peer average: 11.1x

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New Look peer multiple evolution
Discount to
49% 43% 41%
peer average
9.8x 10.5x 11.1x
6.5x
5.0x 6.0x
31 Mar 2023 30 Sep 2023 31 Mar 2024
Peer average New Look
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LTM peer share price
180.0
160.0
140.0
120.0
100.0
80.0
Mar 2023 May 2023 Jul 2023 Sep 2023 Nov 2023 Jan 2024
ABF H&M Next Inditex M&S
Rebased to 100
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Brait | Integrated Annual Report 2024

GOVERNANCE

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40 Brait | Integrated Annual Report 2024

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Stakeholder engagement

SHAREHOLDERS

Brait places a high premium on the quality of its relationships with its individual and institutional shareholders. The Company has a policy of active communication with its shareholders. All shareholders receive a copy of the Integrated Annual Report as well as having an open invitation to the presentation of its annual and interim results as advertised on its website. Brait is committed to regular dialogue and transparency in its relations with shareholders, and provides individual shareholders with regular and interactive information.

The Brait website, www.brait.com, provides a helpful source of information about Brait and facilitates access to the portfolio investment websites. Its practical structure allows quick access to information on Brait, its activities, latest news and the Brait share price. The site also provides access to all the main publications such as annual and interim reports, press releases and information letters to shareholders.

All shareholders are invited to the Company’s annual general meeting (“AGM”) which is held in August each year in Mauritius. Shareholders who cannot attend are allowed to vote in absentia through proxies. Agendas and resolutions for the AGM are communicated at least 14 days before the meeting. A holder of shares in the Company holding not less than 10 (ten) percent of the voting issued share capital of Brait may:

• (a) request Brait to include items on the agenda of the AGM, provided that each item is accompanied by a justification or a draft resolution to be adopted at the AGM; and

• (b) table draft resolutions for items included in the agenda of the AGM.

Provided that with respect to the request to put items on the agenda of the AGM or table draft resolutions, these shall be submitted to Brait in hard copy form or in electronic form at least 7 (seven) days before the date set for the AGM and it shall be authenticated by the person or persons making it. In the event that such a request or resolution is received after the lapse of the 7 day time limit set out above, Brait shall not be obliged to entertain any requests by such holders of ordinary shares. The Chairman undertakes to respond to questions asked at the AGM except where the answer might seriously harm the Company, its shareholders or its personnel. Brait posts the results of votes of the AGM on its website and on the Luxembourg Stock Exchange (“LuxSE”), the JSE Stock Exchange News Service (“SENS”) and on the website of the SEM soon after each meeting.

Key stakeholders are identified as groups or individuals with an interest in what we do or the ability to influence our activities. Mutual trust and understanding with all of our stakeholders is essential and we seek to ensure that our interactions are continuous and effective.

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Stakeholder Type of interaction Discussion items
Shareholders and Annual General Meetings NAV and performance
analysts One-on-one meetings with analysts and investors Portfolio investment performance
Investor conferences and road shows Investment process
Announcements through the LuxSE, JSE and SEM Share price performance
Interim and final results presentations Group website Future prospects
Integrated Annual Report Balance sheet management
Ad hoc communications and addressing investor and analyst queries
Portfolio Representation on boards, audit and risk committees Financial performance
investments Attending executive team meetings Budgets and strategies
Attending planning/strategy sessions Remuneration
Site visits Health and safety
Succession planning
Risk management
Environmental, social and governance
Corporate finance matters
(funding and deal activity)
Funding providers Regular meetings with bankers post trading updates ensure an informed NAV and performance
understanding of the Company and investment portfolio Future prospects
Portfolio investment performance
Authorities and Directors in the jurisdictions Brait operates in lead the engagement process Compliance requirements
regulators with respective authorities and regulators
Community Brait Foundation ESG initiatives
Portfolio investment initiatives
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Integrated Annual Report 2024 | Brait 41

10 Governance

10.1 BOARD PROFILE

The Board is committed to business integrity, transparency and sustainability in all its activities to ensure that all the entities within Brait are managed ethically and responsibly.

The current members of the Board are as follows:

Richard Anthony Nelson (76)[†] Independent Non-Executive Chairman

Date appointed: 13 August 2020 Qualifications: MA (Honours) in Economics and Law from Christ’s College, Cambridge

Anthony is a former British politician and banker. After leaving the Government and Parliament in 1997, Anthony joined Schroder Salomon Smith Barney as a Managing Director and was appointed Vice Chairman of Citigroup 2000 – 08. He was Chairman of Southern Water Plc 2002 – 04 and Chairman of Gateway to London, a public private partnership engaged in the regeneration of East London, 2002 – 08. Anthony was also a Governor of the Institute of Financial Services; a Governor of the International Chamber of Commerce UK and a Director of TheCityUK. As Minister of Trade and Industry 1995 – 97, Anthony was responsible for trade policy, promotion and regulation of the insurance industry. As Economic Secretary and Minister of State at H.M Treasury 1992 – 95, Anthony was responsible for supervision of the UK financial and banking system. Anthony started his career with N.M. Rothschild and Sons as an asset manager and research analyst.

James Murray Grant (64)[†] Independent Non-Executive Director

Date appointed: 13 August 2020 Qualifications: Master of Business Administration (London Business School),

BSc Honours in Civil & Structural Engineering (Edinburgh University)

Murray is the CEO of Cregneash Holdings Ltd, London. He is also a non-executive director of AP Moller Capital and Time Partners Ltd. Prior to joining Cregneash in 2019, Murray was the Managing Director, Intermediated Equity, of CDC Group Plc, London, managing the team responsible for the organisation’s investments in private equity funds across Africa, South Asia, Latin America, China and South East Asia. Murray joined CDC in 2015 from Actis LLP, where he was a founder partner, following its spin-out from CDC in 2004, with responsibility for development of its Africa business and the Africa team. Murray has held a broad portfolio of board positions ranging from financial institutions to resource-based businesses and has a long history of working and investing in Africa.

Michael Paul Dabrowski (47) Independent Non-Executive Director**

Date appointed: 18 May 2021 Qualifications: BBusSc (Fin) (Hons) (University of Cape Town), Post Graduate Diploma in Accounting (University of Cape Town), MBA (Distinction) (UCT Graduate School of Business), Chartered Accountant (South Africa), Chartered Global Management Accountant and an Associate member of the Chartered Institute of Management Accountants

Michael is a former partner and executive director within the Stonehage Fleming Group. Since 2017, he had lead Mauritian teams responsible for the effective delivery of fiduciary and corporate services to a diverse client base. He currently leverages that experience to provide consulting services to clients operating in Mauritius. Prior to joining Stonehage Fleming, Michael was COO of fund manager Afena Capital (12 years) during which he helped establish that firm and its then Botswana subsidiary. He started his career at KPMG’s Johannesburg office where his focus was short term insurance, stockbroking and banking. Michael has experience working in South Africa, Botswana, the UK and Mauritius and has served as a non-executive director of a number of private companies. Michael resides permanently in Mauritius.

Yoza Jekwa (48)*

Independent Non-Executive Director

Date of appointment: 13 August 2020 Qualifications: MBChB (Medical degree) and MBA (Finance focus) from the University of the Witwatersrand

Yoza is the CEO and Co-founder of Thrive Capital Partners and the former CEO of Mergence Investment Managers. She has over 19 years investment banking experience as originator and structurer of acquisition financing/investments for mid to large cap corporates in South Africa, Sub Saharan Africa and Europe, as a dealmaker within RMB and as a Principal in Acquisition and Leverage Finance at Nedbank. She is also an independent non-executive director on the board of Northam Platinum and Thungela Resources. She was previously an Independent Non-Executive Director and Chairperson of the investment committee at Ascendis Health Ltd. Yoza is actively involved in various outreach and social responsibility programmes.

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Brait | Integrated Annual Report 2024

Pierre George Joubert (59) Independent Non-Executive Director Date appointed: 13 August 2020 Qualifications:** Bachelor of Commerce (University of Cape Town), CA(SA)

Pierre is the CEO of Universal Partners Ltd, an investment holding company listed on the Stock Exchange of Mauritius and the AltX board of the JSE, with an investment focus on Europe and the UK. Prior to joining Universal Partners in 2016, he was the chief investment officer of the Richmark Group of companies. Previously he spent 13 years at Rand Merchant Bank (“RMB”) fulfilling various roles including senior transactor in the Corporate Finance division, head of the Equities and co-head of the Global Markets divisions. Pierre is a member of the RMB investment committee, a position he has held for more than 20 years. He is also a non-executive director of Homechoice International Plc. Previously, Pierre held various executive positions at Connection Group Holdings Ltd including that of CEO of Connection Group for four years, leading the successful turnaround of the business that culminated in the group being bought by JD Group Ltd. Pierre resides permanently in Mauritius.

Hermanus Roelof Willem Troskie (54)[‡] Independent Non-Executive Director Date appointed: 27 July 2005 Qualifications: BJuris (Cum Laude), LLB, LLM

Mr Troskie is the Chairman of Ardagh Group S.A. and Ardagh Metal Packaging S.A. He also acts as Chairman of the Supervisory Board of Trivium Packaging B.V. He was previously the CEO of Corporate, Legal and Tax Advisory at Stonehage Fleming, the international family office. Mr Troskie has extensive experience in the areas of international corporate structuring, cross-border financing and capital markets. He qualified as a South African Attorney in 1997, and as a Solicitor of the Senior Courts of England and Wales in 2001. Mr. Troskie is based in Luxembourg.

Paul Johannes Roelofse (46)* Non-Executive Director

Date appointed: 13 August 2020 Qualifications: B.Acc (Cum Laude), B.Acc (Hons) University of Stellenbosch, CA(SA), CFA.

Paul co-founded Oryx Partners in October 2019, which manages Dr Christo Wiese’s family office and serves as a strategic business partner of the Wiese family. Paul served as Dr Wiese’s alternate director on the Brait board from 2 October 2019 to 13 August 2020, when he was appointed as a director. Prior to Oryx Partners, Paul spent 17 years at RMB, where he led a number of pioneering transactions, serving on the RMB Investment Banking Board from 2009 until he resigned in 2019. Paul headed RMB’s global Corporate Finance business from 2009 to 2015. Paul is a Dealmaker of the Year Award winner from Dealmakers magazine.

Dr Christoffel Hendrik Wiese (82)* Non-Executive Director Date appointed: 4 May 2011 Qualifications: BA LLB D.Com (h.c.) University of Stellenbosch, South Africa, D.Comm

(Bus. Management) (h.c.) Nkhoma University, Malawi D. Tech: Marketing, Cape Peninsula University of Technology

Dr Wiese is a significant shareholder in a range of businesses throughout the world. He holds significant stakes in Brait, Shoprite Holdings Limited (Africa’s largest fast-moving consumer goods retail company), Tradehold Ltd (UK based property investment company) and Invicta Holdings Ltd. During 2015, Dr Wiese was awarded the Lifetime Achievement Award at the Sunday Times Top 100 Companies Awards, the All-Africa Business Leaders Awards, as well as being inducted into the World Retail Hall of Fame.

Nationality

• South African

• Dutch

• British

• ** Resident in Mauritius

Integrated Annual Report 2024 | Brait 43

10

Governance continued

The Board has the format of a European style investment vehicle, which is made up exclusively of non-executive directors that oversee Brait’s strategy and investment management function

10.2 GOVERNANCE STRUCTURES

Principles

Good corporate governance is integral to Brait and incorporates sound business principles and best practice. The Board recognises the need to conduct the business with integrity and according to generally accepted and best international corporate practices. While compliance with formal standards is important, emphasis is placed on effectiveness, particularly in relation to the business of Brait, with substance prevailing over form.

Matters reserved for the Board include:

• Approval of Brait’s overall strategy, forecasts and annual operating budget.

• Approval of the Company’s (as well as BIH’s) interim and annual financial statements and changes to accounting policies or practices.

• Regular reviews of the capital structure and efficiency. This includes approval of changes relating to Brait’s capital structure or its regulated status.

• Manage, supervise, implement and execute the Company’s treasury and funding related matters.

• Approval of the appointment and removal of BML’s contracted investment advisor, including an annual review of performance and compliance with the advisory agreement.

• Approval of major changes in the nature of business operations or investment strategy.

• Approval of investments and divestments.

• Approval of portfolio company valuations at each reporting date as recommended by the Audit and Risk Committee.

• Regular reviews of the performance and plans for each portfolio company.

• Approval of share buyback programme and bonus share issue/cash dividend policy and declarations, if applicable.

• Review of the adequacy of internal control systems; and

• Appointments to the Board and determination of terms of appointment of directors.

Organisational structure, policies and objectives

The Board is structured as a European style investment vehicle which is made up exclusively of Non-Executive Directors who are ultimately responsible for the strategic and investment functions of the Company. The Board serves as the investment committee for the Company and has the final say on all investment and treasury related decisions. The Board is specifically responsible for approving Brait’s investment strategy and setting the acceptable level of risk together with key policies. In addition, it ensures that its obligations towards its stakeholders are understood and met, reporting to stakeholders on how it has fulfilled its responsibilities.

The Company, and its main wholly owned subsidiaries, Brait Investment Holdings Limited (“BIH”) and Brait Mauritius Limited (“BML”) are domiciled in Mauritius. The Company’s registration number is 183309 GBC, and it operates according to its Global Business License under Section 72(6) of the Mauritian Financial Services Act.

44 Brait | Integrated Annual Report 2024

The Company’s investments are made by BIH’s wholly owned subsidiary BML. BIH and BML are licensed as registered investment advisors in accordance with the provisions of section 30 of the Mauritius Securities Act of 2015. Authority has been delegated from the Board to BML to identify, evaluate and recommend to it (the Board) for final approval on any investment related decisions. BML acts as the main investment company for Brait and its subsidiaries and is the legal and beneficial owner of its investments.

BML, in turn, has an investment services and administration agreement with the Investment Advisor in terms of which the Advisor is mandated to perform certain advisory services for BML. See section 6 (Investment Advisor) for details on the investment services and administration agreement. The Board, together with the assistance of BML and the Investment Advisor, are focused on Brait’s strategy of maximising value through the realisation and/or unbundling of its existing portfolio companies. In addition, Brait continues to re-evaluate costs and efficiencies within its structure.

Pursuant to its merger with EPE with effect from 1 April 2023, TRG has formally been appointed by the Brait Board to replace EPE as BML’s contracted Investment Advisor.

Compliance, legislation and regulation

As a provider of financial services, Brait operates in highly regulated environments. Accordingly, regulatory and legislative compliance over the conduct of business, as well as maintaining good working relationships with the regulators in the various jurisdictions Brait has operations, are of utmost importance to the Company.

Responsibility for compliance oversight falls within Brait’s risk management framework and functions independently, with a direct reporting line to the Chairman of the Audit and Risk Committee.

On 3 July 2016, Regulations (EU) No 596/214 of the European Parliament and of the Council of 16 April 2014 on market abuse (“MAR”) came into effect. By virtue of its listing on the LuxSE, the Company is subject to the provisions of MAR. The MAR imposes three main obligations on issuers:

• control and disclosure of inside information;

• establishment and maintenance of insider lists; and

• notifications of managers’ transactions and related trading restrictions during closed periods.

Risk management and internal control

Whilst the responsibility for Brait’s risk management, including its systems of internal financial and operational control is that of the Board, this is specifically monitored by the Audit and Risk Committee. The foundation for the Company’s internal control process is found in its governance principles, which incorporate ethical behaviour, compliance with legislation and sound accounting practice.

The control systems include clearly defined lines of accountability and delegation of authority, and provide for full reporting and analysis against approved budgets. The Board is responsible for determining the adequacy, extent and operation of these systems. In this regard, the Board is of the opinion that Brait’s existing systems provide reasonable assurance that its assets are protected against material loss or unauthorised use and transactions are properly authorised and documented.

Brait has representation on the boards of its portfolio companies. This includes representation on the various board committees, including audit and risk, remuneration and nomination committees.

The management of risks is detailed in section 11 of this Integrated Annual Report.

Integrated Annual Report 2024 | Brait 45

10 Governance continued

Board confirms compliance with all 8 principles of the National Code of Corporate Governance for Mauritius (the “Code”)

External audit

The Company’s external auditor is PricewaterhouseCoopers Mauritius. Their independence is recognised and reviewed by the Audit and Risk Committee on a regular basis. The Audit and Risk Committee meets with the external auditor to review their scope, budgets and other matters arising. The external auditor participates in the Audit and Risk Committee meetings and has unrestricted access to the Chairman of the Audit and Risk Committee.

As a result of the Board’s consideration of the duplication of functions with the presence of robust governance and internal control structures within the Company as well as a reducing investment portfolio, Brait operates without an internal audit function.

All business and support units, including significant enterprise-wide related processes, are subject to stringent internal controls. Material or significant control weaknesses and planned corrective action by BML are reported to the Audit and Risk Committee.

These issues are monitored to ensure that the necessary corrective action has been implemented.

The portfolio investment companies have separate reporting processes for their internal and external auditors. Brait is represented on all portfolio company audit and risk committees. These Brait representatives provide regular feedback to the Brait Audit and Risk Committee on any material matters raised at the portfolio company.

Business integrity and conduct

The Company subscribes to a corporate ethos which requires the adoption of the highest personal ethical standards in dealing with all stakeholders in the conduct of its affairs.

The principles to which each individual subscribes include integrity, openness, accountability, impartiality and honesty and are embedded in the Code of Conduct.

Brait maintains a zero-tolerance approach to unethical or dishonest behaviour. The Board is not aware of any material non-adherence to these principles, within the Company, during the year under review.

In accordance with Brait’s policies, no donations were made to any political parties during the year under review.

BOARD OF DIRECTORS

Corporate Governance Charter

As stated above, Brait is structured as a European style investment vehicle which is made up exclusively of Non-Executive Directors. The Board is headed by an independent non-executive Chairman.

The Board retains the main authority and function of overseeing the Company’s strategy and investment management functions, including making the final decision on all investment related activities.

Brait is governed by its Corporate Governance Charter which describes the duties and responsibilities of the Board and its committees. Brait complies with the National Code of Corporate Governance for Mauritius (the “Code”). Given Brait’s primary listing on the LuxSE, the Company also strives to comply with The Ten Principles of Corporate Governance of the LuxSE.

Where there are no conflicts with its primary listing requirements of the LuxSE and/or Mauritian law, Brait remains committed to complying with the relevant corporate governance frameworks for its respective exchanges or jurisdictions. The Code employs an ‘apply-and-explain’ methodology and its 8 principles are as follows:

46 Brait | Integrated Annual Report 2024

Principle 1: Governance Structure

All organisations should be headed by an effective board. Responsibilities and accountabilities within the company should be clearly identified.

Principle 2: The Structure of the board and Its Committees

The board should contain independently minded directors. The board should be of a size and level of diversity commensurate with the sophistication and scale of the organisation. Appropriate board committees may be formed to assist the board in the effective performance of its duties.

Principle 3: Director Appointment Procedures

There should be a formal, rigorous and transparent process for the appointment, election, induction and re-election of directors.

The search for board candidates should be conducted, and appointments made, on merit, against objective criteria (to include skills, knowledge, experience, and independence and with due regard for the benefits of diversity on the board, including gender).

The board should ensure that a formal, rigorous and transparent procedure be in place for planning the succession of key officeholders such as directors, BML executives and the Investment Advisor.

Principle 4: Director Duties, Remuneration and Performance

Directors should be aware of their legal duties. Directors should observe and foster high ethical standards and a strong ethical culture in their organisation. Each director must be able to allocate sufficient time to discharge his or her duties effectively. Conflicts of interest should be disclosed and managed. The board is responsible for the governance of the company’s information, information technology and information security. The board, committees and individual directors should be supplied with information in a timely manner and in an appropriate form and quality in order to perform to required standards. The board, committees and individual directors should have their performance evaluated and be held accountable to appropriate stakeholders. The board should be transparent, fair and consistent in determining the remuneration policy for directors and BML executives.

Principle 5: Risk Governance and Internal Control

The board should be responsible for risk governance and should ensure that the organisation develops and executes a comprehensive and robust system of risk management. The board should ensure the maintenance of a sound internal control system.

Principle 6: Reporting with Integrity

The board should present a fair, balanced and understandable assessment of the company’s financial, environmental, social and governance position, performance and outlook in its annual report and on its website.

Principle 7: Audit

The Company should have an effective and independent audit function that has the respect, confidence and co-operation of both the board and the management. The board should establish formal and transparent arrangements to maintain an appropriate relationship with the company’s auditors.

Principle 8: Relations with Shareholders and Other Key Stakeholders

The board should be responsible for ensuring that an appropriate dialogue take place among the organisation, its shareholders and other key stakeholders. The board should respect the interests of its shareholders and other key stakeholders within the context of its fundamental purpose.

Integrated Annual Report 2024 | Brait 47

10

Governance continued

Power and obligations of the Board

The Board has full power to perform all such acts as are necessary or useful to further the objects of the Company. To carry out its responsibilities regarding strategy and general policy, the Board:

• Is responsible for approving the strategy, setting the acceptable level of risk for the Company, together with key policies, and should prepare (or cause to be prepared) the annual financial statements, budgets and periodic accounts;

• Has the widest power to carry out any acts of management or of disposition that shall interest the Company. All that is not expressly reserved for the Shareholders in general meeting by law or by the Company’s Constitution is intra vires for the Board;

• Defines and delegates specific responsibility and authority to the advisory and service providers contracted by the Company;

• Ensures that its obligations towards its Shareholders are understood and met, and reports to the Shareholders on how it has fulfilled its responsibilities; and

• Gives proper consideration to its staff policy and code of business ethics. The Company has a Code of Conduct which has been approved by the Board and circulated to all staff and its advisors.

In instances where a Director is unable to attend a Board/Committee meeting and has shared their views on the documentation circulated in advance of the meeting with the director to whom they have given their proxy, they are deemed to have attended such meeting.

Appointment of directors

Even though, in terms of the Constitution, the directors’ terms of office may be for a period of up to six years from the date of appointment, the term of office of the current directors expires at the forthcoming AGM and they shall all be nominated for re-election for a period expiring at the next year’s AGM.

All directors must be willing and able to fulfil their duties. Before each meeting, each director receives a Board pack with requisite supporting information for all key decisions to be made. All directors are expected to engage in constructive and critical discussion of the strategy and key policies to ensure no single director or group of directors dominates decision-making.

The Board elects a Chairman whose principal function is to preside over meetings of the Board and ensure optimal decision-making and good governance. His duties include the following:

• The appointment, monitoring and evaluation of the Board and directors;

• Determining, with input from other directors, an annual plan for the Board; and

• Ensuring that all directors play a constructive role and initiating their removal in cases of non-performance or unsuitability.

48 Brait | Integrated Annual Report 2024

Skills and training of directors

Directors are elected on the basis of their abilities and the contribution they can make to the administration of the Company. Criteria for selection include the following:

• Entrepreneurial flair;

• Strategic, analytical and communication skills;

• An ability to appreciate the wider business perspective;

• Honesty and integrity in personal and business dealings;

• Readiness to objectively challenge and critique in the best interests of the Company;

• Ability to devote sufficient time to carrying out their duties and responsibilities effectively;

• Willingness to commit to good governance; and

• Does not have any conflict of interest with the Company and maintains his/her independence from Brait.

In order to acquire a thorough understanding of the Company, directors undertake an induction process which includes obtaining an understanding of the operations of Brait’s investment companies, familiarisation with the functions of the Company, Board and various committees as well as an introduction to the external auditors and contracted investment advisor.

Directors have ongoing education to keep them abreast of relevant legislation and regulatory changes in order to be able to make effective decisions.

Evaluation of the performance of the Board

The Chairman is responsible for the Board’s self-evaluation process. This includes an assessment of the balance of skills, experience and knowledge of the Board members. A similar evaluation is carried out by each committee of the Board. In addition to the self-assessment process, the evaluation of the Audit and Risk Committee includes comments and assessments of the committee members’ performance from BML and the Advisor.

The results of the above assessments continue to show a high degree of satisfaction with the operation of the Board and its committees.

Evaluation of the performance of the contracted investment advisor

The Audit and Risk Committee is responsible for the annual evaluation of the Advisor. To discharge this responsibility, the Audit and Risk Committee receives a formal assessment from BML. These annual assessments evaluate performance in terms of the advisory services contract during the contract term.

Integrated Annual Report 2024 | Brait 49

10 Governance continued

Board meeting attendance

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Number of
Date of meetings attended Attendance
Non-executive directors appointment during the year record
RA Nelson (Chairman) 13 August 2020 3/3 100%
MP Dabrowski 18 May 2021 3/3 100%
JM Grant 13 August 2020 3/3 100%
Y Jekwa 13 August 2020 3/3 100%
PG Joubert 13 August 2020 3/3 100%
PJ Roelofse 13 August 2020 3/3 100%
HRW Troskie 27 July 2005 3/3 100%
Dr CH Wiese 4 May 2011 3/3 100%
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Company Secretarial Services

The Stonehage Fleming group of companies is contracted to perform the function of the Company Secretary, listing agent, registrar and transfer agent. They are responsible for:

• Ensuring compliance with all Board procedures;

• Ensuring that the directors have access to the advice and services of the Company Secretary;

• Assisting with the director induction and training programmes;

• Assisting with the appointment of directors;

• Guiding the Board on the duties of directors and good governance;

• Ensuring that Board and committee charters are kept up to date;

• Circulating Board papers; and

• Circulating minutes of Board and committee meetings.

BOARD COMMITTEES

The Company is committed to upholding the highest standards of corporate governance. The Board is responsible to Shareholders for the overall management of Brait. Certain responsibilities of the Board have been delegated to Board committees to assist and enable the Board to properly discharge its duties and responsibilities. These committees operate under written terms of reference confirmed by the Board and comprise the Audit and Risk Committee, a Remuneration and Nominations Committee, and the Environmental, Social and Governance (“ESG”) Committee.

Ad hoc committees are also mandated to attend to specific business matters from time to time. The existence of these committees does not reduce the overall responsibility of the Board and, therefore, all committees must report and make recommendations to the Board. The chairman of each committee is free to obtain independent external professional advice in the carrying out of their duties as and when required.

50 Brait | Integrated Annual Report 2024

Audit and Risk Committee

The Audit and Risk Committee’s primary objective is to provide the Board with additional assurance regarding the quality and reliability of the financial and risk management information used by the directors and to assist them in the discharge of their duties. The Audit and Risk Committee has a minimum of three members.

Membership and meeting attendance

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Number of
Date of meetings attended Attendance
Members appointment Independent during the year record
PG Joubert (Chairman) 13 August 2020 Yes 2/2 100%
JM Grant 13 August 2020 Yes 2/2 100%
HRW Troskie 20 May 2008 Yes 2/2 100%
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Responsibilities in terms of the Charter of the Audit and Risk Committee include:

• Reviewing Brait’s (including BIH) interim and annual financial statements and changes in the Company’s accounting policies or practices;

• Approval of announcements released on the website of the LuxSE, the JSE and SEM;

• Providing satisfaction to the Board of the effectiveness of the internal control environment, ensuring that adequate and appropriate financial and operating controls are in place;

• Reviewing the scope of the external audit, audit fee budgets and any other matters;

• Reviewing the recommendations of BML on the valuations of portfolio investments, including the benchmarking of those valuations in the context of prevailing market conditions;

• Providing satisfaction to the Board of the performance of the Advisor, as well as consideration of BML’s formal assessment in this regard;

• Reviewing and update of the audit committee charter and corporate governance charter;

• Reviewing Brait’s risk assessment and mitigating factors;

• Reviewing Brait’s cash flow forecast and going concern considerations;

• Reviewing Brait’s Integrated Annual Report and BIH Annual Financial Statements;

• Reviewing related party services;

• Reviewing and approving internal controls, risk and compliance policies, reports and findings.

• Ensuring that significant business, financial and other risks have been identified and are being managed.

• Regular monitoring of available borrowing facilities and covenant compliance; and

• Regular monitoring of cash balances, currency exposures and their placement with investment grade institutions.

The Audit and Risk Committee presented its conclusion on the above matters to the Board and advised the Board that it considered the Integrated Annual report and accounts, taken as a whole, to be fair, balanced and providing the information necessary for shareholders to assess Brait’s performance, business model and strategy.

Integrated Annual Report 2024 | Brait 51

10

Governance continued

External audit

Issues relating to accounting, auditing, internal control and financial reporting matters are discussed with Brait’s external auditors at meetings convened on a periodic basis. While ensuring that their independence is maintained at all times, the external auditors are afforded unrestricted access to the Audit and Risk Committee.

The external auditors meet privately with and have unrestricted access to the Audit and Risk Committee, ensuring that their independence is maintained at all times

The Audit and Risk Committee monitors the Company’s policy for non-audit services to ensure that the provision of such services by the external auditors does not impair the auditors’ independence or objectivity. In order to safeguard the auditor’s independence and objectivity, the Audit and Risk Committee is required to approve all non-audit work undertaken by the auditor, for Brait and its portfolio companies in advance.

Remuneration and Nomination Committee

The Remuneration and Nomination Committee has a charter and is primarily responsible for the remuneration strategy for Brait and meets regularly to consider annual reviews, remuneration issues, incentives and policy matters. The Committee is also responsible for adopting a formal and transparent procedure for the appointment of new directors, including interviewing potential candidates. Final decisions on nominations are taken by the Board.

The Remuneration and Nomination Committee may use the services of external consultants in carrying out its duties.

The Remuneration and Nomination Committee facilitates the annual completion of independence self-assessment questionnaires by each Non-executive Director. The Committee reviews the responses and reports to the Board on each Director’s independence for the Board’s consideration. Furthermore, the Board is of the opinion that independence is a matter of a director’s character and attitude of mind and is not compromised after any particular length of service. The Board is therefore satisfied with the independence of Mr HRW Troskie.

Directors’ fees are based on an assessment of each directors’ time commitment, responsibilities, skills and experience in rendering their services on the Board as committee members.

The Remuneration and Nomination Committee has a minimum of three members.

Membership and meeting attendance

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Number of
Date of meetings attended Attendance
Members appointment Independent during the year record
HRW Troskie (Chairman) 13 August 2020 Yes 4/4 100%
PG Joubert 13 August 2020 Yes 4/4 100%
Y Jekwa 13 August 2020 Yes 4/4 100%
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Responsibilities in terms of the Charter of the Remuneration and Nomination Committee include:

• Supervision and review of the affairs of the Board and committee composition;

• Recommendation of new directors.

• Leadership and Board evaluations.

• Review the independence self-assessments performed annually by each director and report to the Board as appropriate.

• Reviewing the directors’ and staff remuneration based on time, responsibilities, skills and experience; and

• Reviewing the policies and remuneration for key personnel at portfolio investments to ensure adequate retention and performance that is aligned with Brait’s strategy.

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Brait | Integrated Annual Report 2024

Retention of key personnel

Retention of key personnel is an increasingly more complex and demanding challenge. Remuneration practices and policies are constantly reviewed to ensure they remain competitive, entrench a high performance culture across the business, and align performance and reward across the Company.

ESG Committee

Brait and its portfolio companies have a long-standing commitment to doing business responsibly. The ESG Committee provides the Board with additional assurance regarding the environmental and social risks facing the Company and the practices by which these risks are managed and mitigated. The committee strives to comply with the broader vision of its responsibilities in terms of the ESG recommendations outlined in the LuxSE’s Guide to ESG reporting as well as the JSE Sustainability and Climate Disclosure Guidance. The ESG Committee comprises at least three directors.

Membership and meeting attendance

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Date of Number of Attendance
Members appointment Independent meetings attended record
JM Grant (Chairman) 13 August 2020 Yes 2/2 100%
MP Dabrowski 18 May 2021 Yes 2/2 100%
Y Jekwa 13 August 2020 Yes 2/2 100%
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Responsibilities in terms of the Charter of the ESG Committee include:

• Defining Brait’s corporate and social obligations and the creation of appropriate policies and measures.

• Providing satisfaction to the Board that the Company’s responsibilities to environmental, social and governance related aspects, as defined by the ESG policies, are adequately implemented, measured and publicised.

• Identifying, analysing, evaluating and monitoring the social, political, environmental and public policy trends, issues and concerns which could affect the Company’s business activities or performance; and

• Monitoring Brait’s engagement with external stakeholders and other interested parties.

Integrated Annual Report 2024 | Brait 53

10

Governance continued

Non-executive directors’ fees

Non-executive directors do not have service agreements. Letters of appointment confirm the terms and conditions of their service. Remuneration packages of the directors are agreed and determined by the Remuneration Committee.

In accordance with the shareholder approval obtained at the AGM held on 7 August 2023, aggregate compensation for directors increased by 3% to £424 360 for FY24. This approved level of compensation takes into consideration directors’ time commitments, responsibilities, skills and experience in rendering their services.

As set out in the Notice of the AGM (page 159 resolution 2(b)) to be held on 8 August 2024, an unchanged maximum aggregate amount of compensation, subject to the effect of the £/R exchange rate, of £424 360 is proposed for the financial year ending 31 March 2025. This is in line with the mandate obtained from Shareholders at the AGM held on 7 August 2023.

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2024 2023
Total fees [(1)] Total fees [(1)]
GBP’000 GBP’000
RA Nelson (Chairman) 65 63
MP Dabrowski 25 24
JM Grant 65 63
Y Jekwa 46 51
PG Joubert 65 63
PJ Roelofse 37 41
HRW Troskie 65 63
Dr CH Wiese 37 41
405 409
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(1) Fees paid to the Chairman and non-executive directors for their services in those capacities on the Board and Board Committees of the Company.

54 Brait | Integrated Annual Report 2024

10.3 CODE OF SHARE DEALING

The Board has adopted a code for directors’ dealing in ordinary shares. The Board is responsible for taking all proper and reasonable steps to ensure compliance with the code.

The Company operates strict closed periods during which no dealing is allowed in Brait shares and listed bonds. Written notice of closed periods is sent to all directors, employees, and the contracted investment advisor. Closed period notices are also circulated to key executives of Brait’s major portfolio companies. The closed periods operate:

• Between the end of the interim and final reporting periods until the release of the Company’s results; and

• During any period when trading under a cautionary announcement.

Directors are similarly restricted relative to any listed portfolio investments that Brait may hold from time to time.

On 3 July 2016, Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (“MAR”) came into effect. Brait maintains a register of notified transactions. All persons are required to notify the Company Secretary in advance of any transaction in any form of Company securities whether concluded on any of its listed stock exchanges or off-market or whether transacting in any derivative involving Company securities, whether listed or unlisted. In terms of the MAR, persons discharging managerial responsibilities (“PDMR’s”) and closely associated persons (“CAP’s”) are required to inform the competent authority of any transactions involving the securities of the issuer. Transactions by PDMR’s and CAP’s involving Brait shares are reported to the Malta Financial Services Authority in Malta and the Commission de Surveillance du Secteur Financier in Luxembourg within three business days following such transaction. Such transactions are disclosed to the public in terms of the MAR by means of an announcement which is published on the LuxSE website, the Brait website, the JSE and SEM within three business days of the transaction involving the PDMR or CAP taking place. Furthermore, details of directors’ dealings in Brait shares are disclosed to the Board and to the public through its Integrated Annual Report.

Directors’ dealings in Brait shares for the year under review

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Number of shares
Net
transactions
during the
Opening balance: 31 March 2023 Closing balance: 31 March 2024
year [(1)]
Direct Indirect Purchases/ Direct Indirect
Director Beneficial Beneficial Total (Sales) Beneficial Beneficial Total
RA Nelson – – – – – – –
MP Dabrowski – – – – – – –
JM Grant – – – – – – –
Y Jekwa – – – – – – –
PG Joubert – – – – – – –
PJ Roelofse [(2)] – – – – – – –
HRW Troskie 134 350 – 134 350 – 134 350 – 134 350
Dr CH Wiese [(3)] – 366 699 861 366 699 861 – – 366 699 861 366 699 861
Total 134 350 366 699 861 366 834 211 – 134 350 366 699 861 366 834 211
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• (1) The table above is prepared in terms of the requirements of the Luxembourg Stock Exchange and does not include trades by closely associated persons (CAP’s) reported to the market in terms of the MAR.

• (2) Mr Roelofse is a director of Opstaan Beleggings Pty Ltd and a trustee of the trust that ultimately controls it. Opstaan Beleggings Pty Ltd holds 21 122 Brait shares.

(3) Dr Wiese’s indirect beneficial shareholding is held through the Titan group of companies. CAP’s of Dr Wiese at 31 March 2024 held 11 745 208 shares

(31 March 2023: 11 745 208). In addition, as at 31 March 2024, Dr Wiese also held 1 516 492 BIH Exchangeable Bonds and 43 Convertible Bonds through the Titan group of companies.

Integrated Annual Report 2024 | Brait 55

11 Management of risks

OVERVIEW

The Board is composed entirely of non-executive directors and has the independent investment committee function for Brait to approve all investment related decisions. The Board is charged with the responsibility for implementing and maintaining a risk management strategy governing the Company’s investment function and related processes.

Risk management is the process of avoiding unacceptable losses, namely those losses that are not planned for. Risk management does not mean risk avoidance, but rather is the process of extracting optimum reward from an acceptable risk exposure whilst minimising cost.

A systematic framework is designed to ensure that risk management considerations are appropriately understood, controlled and integrated into decision-making.

Best practice recommends that the purpose of a formalised risk management framework (setting out appropriate policies, controls and procedures) is to provide a set of directives and guidelines to regulate the activities of Brait and to resolve potential conflicts of interest between stakeholders. In addition, a formalised risk management framework serves as a reference for the Advisor to understand the Board’s requirements and how their own activities relate to the entire operation. Sound policies ensure that transactions are executed in accordance with the terms of the Board’s authorisation and that the Advisor’s actions are consistent at all times.

The Board is ultimately responsible for any financial loss or reduction in shareholder value. It is therefore responsible for recognising all risks to which the Company is exposed and ensuring that the requisite culture, practices, policies and systems are in place. To achieve this, the Board has closely defined the duties and responsibilities of the significant structural elements of Brait’s risk management systems and processes on the one hand, and risk monitoring on the other.

Certain functions are delegated to the Audit and Risk Committee. See page 51.

56 Brait | Integrated Annual Report 2024

RISK MANAGEMENT FRAMEWORK

The Brait Risk Management Framework (RMF) is depicted graphically below:

• Capital allocation

• Business strategy and financial plans

• Performance measures

• Risk identification and assessment

• Risk aggregation

• Risk ranking

• Investors and analysts

• Capital providers

• Regulators

• Clear accountability and risk responsibility

• Risk policies

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Risk strategy,
objectives and
appetite
Risk register
External communication and
stakeholder relationships
Governance and organisational structure
and policies
Ongoing risk assessment, business
performance, capital management
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The four primary objectives of Brait’s RMF are:

• Strategy – high-level goals, aligned with and supporting the organisation’s mission;

• Operations – effective and efficient use of resources;

• Financial reporting – reliability of operational and financial reporting; and

• Compliance – compliance with applicable laws and regulations.

The RMF contains or references to the following risk management elements:

• Risk management strategy and objectives;

• Responsibilities and delegations of authority;

• Committees responsible for the oversight and monitoring of risk;

• Risk management and control policies;

• Recruitment, training and succession planning; and

• Business continuity (continuation plans established to address disruption to normal business operations).

The individual components of the RMF are tailored for the requirements of each business function, and are directed towards each key step in Brait’s risk management cycle.

Integrated Annual Report 2024 | Brait 57

11

Management of risks continued

RISK STRATEGY, OBJECTIVES AND APPETITE

Generally, the business planning process is conducted annually in March, setting out strategic priorities and considerations for the next financial year, as well as articulating longer term objectives and targets in terms of inter alia performance, quality of assets and capital allocation. This business planning process is managed contemporaneously with the annual budgeting exercise, ensuring that operational and financial goals are appropriately aligned and subjected to rigorous scrutiny, reasonability testing and scenario analysis.

As part of the risk strategy and business planning process, determination is made of:

• Capital to be placed at risk as a result of investment activities;

• Responsibility for the active management of financial risk arising from each investment;

• Policies regarding the extent of risk exposures which may be assumed; and

• Policies regarding the instruments that may be used.

Individual objectives for each investment are defined, including where relevant:

• Funding;

• Investment; and

• Hedging.

The Board has established a set of risk limits to control the extent of risk exposures arising from investment activities. The nature of the risk exposures is adequately understood and policies are considered appropriate given the expertise of the contracted investment advisor and the extent of other risk exposures.

RISK REGISTER

The risk management requirements and relevant investment and accounting processes and activities are assessed to determine their materiality and risk to the operation. This is achieved through the Risk Register, which is submitted to the Audit and Risk Committee.

The Risk Register addresses the following key components of the RMF (and the risk management cycle):

• Risk/event identification classified according to key risk areas for Brait, and where applicable, consider risks/events identified in the portfolio companies which may impact these key risk areas;

• Risk assessment (involving the quantification of a severity rating);

• Risk response through mitigating factors and controls;

• Control activities (involving the assessment of the effectiveness of identified controls and mitigating factors, resulting in the quantification of the residual risk exposure); and

• Information and communication (including the identification of the risk owner).

58 Brait | Integrated Annual Report 2024

BRAIT RISK MANAGEMENT CYCLE

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Monitoring:
• lnvestment regular reporting
• Compliance function reviews
• External audit reviews
Reporting:
• To Board, Audit and
Risk Committee, regulators, Brait
investors Risk management
Risk management tools
include: cycle
• Independence (segregation)
of key steps (measurement,
management and monitoring/
reporting)
• Internal control framework
• Risk limits and delegation of
authority framework
•
Monitor and
report
Monitor and report
Identify sources
of risk exposure
rank exposures
Quantify, aggregate and
exposuresManage
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• Independent evaluation

Risk exposures identified according to following framework:

• Business model risks

• Macro-environment risks

• Stakeholder risks

• Financial risks

• Legal and regulatory risks

• Compliance risks

• Taxation risks

• Investment asset risks

Risk management tools include:

• Policy and procedure framework

• System and process documentation

• Security and access controls (physical and logical)

• Disaster Recovery Plan and Business Continuity Plan

• Segregation of duties

• Financial controls (including reconciliations)

• Fraud prevention

Inherent risk rating = Business impact (severity rating) x likelihood (probability rating) Residual risk = inherent risk rating – control/mitigant effectiveness

Integrated Annual Report 2024 | Brait 59

11 Management of risks continued

KEY RISKS

Brait’s key business risks and responses are summarised as:

Context Risk description and response Growth in NAV drives Brait’s business model:

• Exchange rate fluctuations

• º The Company continuously monitors its currency exposures, entering into hedging strategies where necessary.

• º The exchange rate on the remaining two semi-annual £4.875 million coupon payments on the Convertible Bonds to the initial maturity date of 4 December 2024 has been fixed at R22.38.

• Underperformance by portfolio companies

• º Consideration is given to appropriate gearing levels for each portfolio company based on sustainable EBITDA and cash flow conversion.

• º Brait is represented on portfolio company boards and interacts frequently with their line management teams to ensure concerns are identified early, enabling preventative actions to be taken.

• º Performance across the portfolio companies is regularly monitored through engagement with underlying management teams, latest management accounts and comparisons to budget.

• º The Board receives regular feedback on portfolio companies from the Investment Advisor.

• Economic outlook

• º Economic outlook is continually monitored and discussed with respective management teams and key stakeholders to ensure portfolio companies are as well placed as possible to navigate challenging market conditions.

• Key risks identified at the portfolio company level

• º Brait assesses and continually monitors the key risks identified by each portfolio company ensuring these are appropriately addressed.

• º Active involvement across the portfolio companies allows for early identification and appropriate management of any perceived risks.

Access to liquidity is key to the Company’s business model:

• Insufficient capital for investments, working capital and inability to meet current and future obligations

• º The Recapitalisation announced on 3 June 2024 meaningfully reduces debt and strengthens the balance sheet. The 3-year extensions to the maturities of the Bonds provide runway for all stakeholders to benefit from the continued recovery in Virgin Active and New Look and the growth in Premier and provide Brait with the optionality to choose the earliest optimal exit window for each asset.

• º Cash generated in excess of portfolio company’s needs is monitored with a view to distribute to Brait.

• º Regular interaction with Brait’s bankers ensures strong working relationships across Brait and its portfolio companies. º Cash flow forecasts are regularly monitored.

• º Covenants embedded within the banking facilities and long-term debt are monitored on an ongoing basis for compliance, and form part of the regular stress tests.

• º The Board monitors optimal gearing levels both at Brait and portfolio company levels. Stress testing ensures early detection should any concerns arise.

• º Specific focus on reduction of debt levels and serviceability from maintainable free cash flow.

60 Brait | Integrated Annual Report 2024

Context Risk description and response The proper alignment of IT systems which support business processes and procedures to deal with disaster recovery with the least amount of interruption: • Inadequate IT system processes and procedures to deal with disaster recovery º Disaster recovery plans are in place. º Servers appropriately backed up to Brait’s independent disaster recovery site. º IT security reviews are conducted across the Company • Insufficient protection from malicious IT attacks º Independent cybersecurity advisors provide regular assessments to ensure the appropriateness of systems in place to safeguard security and protection of data. º Servers are segmented with users having unique passwords with multifactor authentication measures. º Users are provided with appropriate access to specific databases, in order to limit any system breach to that segment of data only.

• º Independent cybersecurity advisors provide regular assessments to ensure the appropriateness of systems in place to safeguard security and protection of data.

• º Users are provided with appropriate access to specific databases, in order to limit any system breach to that segment of data only.

• º Regular communication to all users with warnings of latest hack attempts and modus operandi.

The Company’s ability to manage compliance with all relevant legislation across the jurisdictions it operates in:

• Non-compliance with legislation, tax and exchange controls

• º The Company retains legal advisors in the various jurisdictions in which it operates.

• º Tax advisors in the various jurisdictions assist to identify and mitigate tax risks, including transactional and operational tax compliance, legislative changes in tax, court decisions of tax rulings and country tax risk.

• º Meetings are held with Regulators and Authorised Dealers regarding exchange control rulings obtained and the impact on the Company’s transactions.

• Non-compliance with stock exchange requirements

• º Brait utilises external service providers to assist with the compliance of the various requirements for Brait’s ordinary share listings on the LuxSE (Company’s primary listing) and JSE (secondary listing), as well as the dual listings of the 2024 Convertible Bonds (Open Market (Freiverkehr) segment of the Frankfurt Stock Exchange and the SEM) and the BIH Exchangeable Bonds (JSE and SEM).

• º Closed period notices are circulated to all directors, employees, the contracted investment advisor and key executives of the Company’s major portfolio companies when required (see 10.3 code of share dealing on page 55).

Brait monitors the businesses it is invested in to commit to compliance in all its forms with anti-bribery, anti-fraud and anti-money laundering laws applicable to them.

Integrated Annual Report 2024 | Brait 61

11 Management of risks continued

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Context Risk description and response
Alignment is a key investment thesis for Brait and a major contributor to addressing reliance on
directors/individuals:
• Loss of key individuals at Brait level, portfolio company level and in professional advisors
º The Remuneration and Nomination Committee reviews the appropriateness of the Board’s membership and
remuneration.
º Key management at portfolio company level are aligned with the Company’s interests through sizeable shareholdings
in the respective companies they work for.
º Portfolio companies have succession plans in place. Where appropriate these are monitored and managed by either
the board or the relevant committees at portfolio company level.
º Brait has contracts with professional advisors, which include key man clauses.
º Short-term engagements include a team from the advisors and are not negotiated with any one individual.
Effective financial controls maintenance ensures safeguarding of assets and early response to any
emerging risks:
• Financial risk management
º This is fully detailed in the annual financial statements from page 149.
º The Company’s external audit plan covers key systems and controls on rolling basis, with findings reported to the Audit
and Risk Committee.
• Portfolio company level
º Representation on portfolio company audit and risk committees, with internal audit function encouraged across the
portfolio companies.
People
Financial
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The Board is comfortable with the level of combined assurance obtained from the Audit and Risk committee, the external auditors and the contracted Investment Advisor relative to the Company’s key risks and its control environment. Brait is also reliant on the risk management operations of its portfolio companies and manages risk through representation on the portfolio company’s boards.

Nothing has come to the attention of the Board that has caused it to believe that Brait’s systems of internal controls and risk management are not effective.

62 Brait | Integrated Annual Report 2024

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Integrated Annual Report 2024 | Brait 63

12

Environmental, Social and Governance

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E S G
ENVIRONMENTAL SOCIAL GOVERNANCE
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ENVIRONMENTAL, SOCIAL AND GOVERNANCE REVIEW

Brait is required to comply with the National Code of Corporate Governance for Mauritius (the “Code”). From an Environmental Social Governance (“ESG”) perspective, Brait is cognisant of its responsibilities in terms of Principle 6: Reporting with Integrity of the Code.

Given Brait’s primary listing on the EURO MTF market of the LuxSE, Brait also strives to comply with the Fourth Edition – Revised Version of “The Ten Principles of Corporate Governance of the Luxembourg Stock Exchange” (the “Principles”) as published in December 2017. From a sustainability perspective, Principle 9 outlines the expectations regarding Corporate Social Responsibility (CSR). In striving to comply with Principle 9 of the Principles, Brait acknowledges that it is not sufficient to focus solely on the bottom line, but also to recognise the importance of building and sustaining long-term reciprocal relationships with all stakeholders. Direct stakeholders are shareholders, clients, investors, employees, suppliers, government and regulators. Indirect stakeholders include the communities and the environments in which Brait and its portfolio companies (“PCs”) operate.

Brait also strives to comply with the broader responsibilities of the ESG recommendations outlined in the Luxembourg Stock Exchange’s ‘Guide to ESG Reporting’ released in October 2019. Given Brait’s secondary listing on the Johannesburg Stock Exchange (“JSE”), Brait also strives to provide ESG disclosures in line with the JSE Sustainability Disclosure Guidance and the JSE Climate Disclosure Guidance issued in June 2022[1] .

Brait continues to engage and work with its PCs, moving from pure ESG compliance to value add and positive impact creation. Additionally, through the annual ESG data collection process led by Brait’s contracted advisor, TRG, Brait and the PCs understand the main interactions of the business activities on ESG and make targets and recommendations for improving ESG performance. Information presented in this report is the result of that engagement. Brait reports annually on the significant initiatives focused on by each of the PCs in which Brait has a significant shareholding, as well as projects supported by Brait Mauritius Limited (“BML”) and the Brait Foundation.

The ESG responsibilities relevant to Brait and its PCs are inherent in the strategies and operations of each company. Brait also supports various voluntary social projects through the Brait Foundation and BML sponsorship programmes. Brait continues to focus on enhanced accountability for ESG performance indicators at the PCs and on greater uniformity and intensity of ESG reporting metrics through continued engagement with each PC.

1. JSE Sustainability Disclosure Guidance – Standardised Sustainability Disclosures TRG, as advisor to Brait, has a dedicated ESG team which has been working with the PCs, notably Premier and New Look, to assist with the implementation of a systematic approach to ESG reporting along the recommended standardised sustainability disclosures outlined in the JSE Sustainability Guidance. The currently available data for Virgin Active and New Look in respect of the recommended standardised sustainability disclosures envisaged by the JSE Sustainability Guidance is disclosed in Annexure 1 and 2, as provided by the PCs and not independently verified.

64 Brait | Integrated Annual Report 2024

SUSTAINABILITY FOCUS AREAS

Brait and its PCs have a long-standing commitment to doing business responsibly, with a vision to create long-term value for Brait and its PCs and society in general. For each PC, ESG has a particular meaning which relates to that company’s operations and impacts. As the PCs are predominantly consumer facing, the following areas, largely based on the UN Sustainable Development Goals (UN SDGs) have been identified as key for Brait and its PCs as outlined below:

Brait’s ESG focus areas, in terms of the United Nations Global Sustainable Development Goals

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Providing food security is a priority to ensure that enough safe and nutritious food choices are available

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We promote full and productive employment that is fair for all in a safe and secure working environment, and take a stance to eradicate forced/child labour

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Providing learning opportunities for all through an ongoing focus on skills and leadership development, mentorship and coaching. Through our Lil-lets products we support girls remaining in education

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We empower to promote inclusivity irrespective of age, gender, disability, race, ethnicity, origin, religious, economic or other status. Premier is a B-BBEE Level 5 contributor

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We work to end all forms of discrimination against women and girls, ensuring equal opportunities in the workplace and through our Lil-lets products, we promote gender equality

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We continue to implement measures to address food waste in production as well as along the supply chain through initiatives that prevent, reduce or recycle. We adhere to sustainable sourcing policies for ingredients

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We are working to increase water use efficiency and where possible, increase re-use and recycling rates across our operations

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We strive to reduce our impact on climate change and also mitigate the impact of climate change on our operations through strengthening our resilience and adoptive capacity

The 2030 Agenda for Sustainable Development, adopted by all United Nations Member States in 2015, provides a shared blueprint for peace and prosperity for people and the planet, now and into the future. At its heart are the 17 UN SDGs, which are an urgent call for action by all countries – developed and developing – in a global partnership. They recognise that ending poverty and other deprivations must go hand-in-hand with strategies that improve health and education, reduce inequality, and spur economic growth – all the while tackling climate change and working to preserve our oceans and forests. This information is sourced from https://sdgs.un.org/goals.

Brait continues to engage with its PCs to facilitate the compilation of relevant, material and verifiable data that could be reported against specific targets as set by the relevant UN SDGs.

The available (unaudited) ESG performance data for Brait’s PCs, relative to the Standardised Sustainability Disclosures recommended in the JSE Sustainability Disclosure Guidance issued in June 2022, is included as annexures to this report.

Integrated Annual Report 2024 | Brait 65

12

Environmental, Social and Governance continued

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QUALITY EDUCATION

The Brait Foundation has historically supported social initiatives to provide better opportunities to previously disadvantaged communities in South Africa and Mauritius. Established in July 2000, The Brait Foundation believes that supporting education is critical to empowering the youth, specifically focussing on foundation level maths and literacy. The initiatives that The Brait Foundation supports contribute to UN SDG 4, Quality Education (ensure inclusive and equitable quality education and promote lifelong learning opportunities for all), specifically targets 4.1, 4.2, 4.3 and 4.4. The Brait Foundation takes a long-term view on a limited number of projects in the territories and areas it has selected to focus on. Brait also supports causes in Mauritius where it is domiciled, which is particularly relevant to the CSR pillar of the Sustainable Development narrative reporting envisaged by Principle 6: Reporting with Integrity of The National Code of Corporate Governance for Mauritius (2016).

Brait Foundation contribution programme (refer to Appendix A for detailed information)

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The Tomorrow Trust
COUNT
Gadra
Realema Teacher Intern Programme
Salvazione Preparatory School
The Alexandra Education Committee (AEC)
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REDUCED INEQUALITY

Brait recognises the importance of transparency, ethical compliance and reduced inequality. The Nomination and Remuneration Committee is chaired by an independent Non-Executive Director, with Brait representatives included on the respective underlying PCs’ Nomination and Remuneration Committees.

66 Brait | Integrated Annual Report 2024

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GOVERNANCE

Responsibility for ESG has been delegated by the Board to the ESG Committee, with the chairman of the ESG Committee reporting directly to the Board. The ESG Committee has established a terms of reference and meets at least twice a year. The committee’s purpose is to review ESG initiatives across the Group and where relevant, to agree activities to support relevant programmes undertaken by PCs. TRG has a dedicated ESG team which assists with the implementation of a systematic approach to ESG across Brait’s PCs.

Brait’s ESG Committee serves as the framework for collating information from each PC’s respective ESG reporting lines.

To achieve its commitment to sustainability, the ESG Committee focuses on:

• Compliance with country-specific regulations governing the protection of the environment, labour, occupational health and safety and business practices;

• Ensuring that PCs have appropriate reporting lines and policies in place to deal with the identification, management and reporting of ESG risks and opportunities;

• Appropriate assessment of ESG risks and opportunities, forming part of due diligence when considering potential acquisition opportunities, and ensuring that necessary monitoring procedures are implemented post acquisition.

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CYBERSECURITY

Ever-escalating cyber risk exposure on the back of accelerated advances in technology, digital landscapes and interconnectedness have prompted a radically elevated focus on cybersecurity risk management. Brait recognises the importance of compliance, where applicable across the Group, with the EU’s General Data Protection Regulation (“GDPR”), the Mauritian Data Protection Act (“DPA”), as well as South Africa’s data protection law (Protection of Personal Information Act (“POPI Act”)). Brait’s advisor, TRG, reports to the Board on Brait’s cybersecurity policies, procedures and plans, with regular assessments by independent cybersecurity advisors ensuring the appropriateness of systems in place to safeguard security and protection of data. This includes continued focus on enhancing third party/supplier practices; evolving the Group’s approach to digitalisation and working from home in a ‘new normal’ context; ensuring the resilience of critical systems, platforms and infrastructures and continuing to drive employee awareness about potential cyberrelated threats.

Integrated Annual Report 2024 | Brait 67

12

Environmental, Social and Governance continued

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VIRGIN ACTIVE

ESG performance update

In 2023, Virgin Active aligned its strategic sustainability intent with global goals, as embodied through the UN SDGs. An ESG working group was established, presents every quarter to the Virgin Active Board through the Virgin Active leadership team. Virgin Active’s ESG strategy has been finalised and aligned to the SDG as described below.

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Good health and well-being

Virgin Active continued to roll out and improve its digital platform to its members during FY24, by providing 400+ online workouts from top instructors around the world and on demand classes. Virgin Active has seen an increase in members exercising regimes as part of the global hybrid working movement. The Company’s UK OnlinePLUS platform provides members with on-demand content wherever and whenever they want, tailored workouts with My Plan and a club pass to visit a club every month. It allows members to set goals, pick a plan and get going with a personal program.

In South Africa, the company continues to provide filtered drinking water at all its locations, however the company has noted that a reduction in municipal water quality, has been affecting the efficiency of their water filters, as well increasing the build of scale in hot water heater for showers and this issue also affects pool water quality. Managers have started investigations in how to improve water filtration efficiency to deal with this problem.

As noted in previous reports, Kauai has partnered with Virgin Active, to supply healthy and nutritious food at the various clubs. Updates for this period include the roll out of the Kauai App that allows customers to order ahead of time and Scan to Pay functionalities.

Virgin Active Italy continues to improve its digital offering, in the form of Virgin Active Revolution which currently features a library of 2 500 workouts on-demand and 50 new live-streaming classes per week and allows Virgin Active Italy to stay close to its members by finding new ways to remove barriers and by encouraging members to stay active in the long term.

During this reporting period it is noted that no accidents or fatalities were reported in the UK, Singapore, Thailand and Australia, while South Africa had only one fatality, compared to two last year, due to a gym member suffering a heart attack. Injuries are 50% lower in South Africa, and was due to a staff member spraining an ankle during an exercise program. Italy reported two minor injuries over the period, sustained by staff.

68 Brait | Integrated Annual Report 2024

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Quality education

health first aid and a Virgin Active accredited personal trainer diploma, with a nutrition diploma being the next focus. Virgin Active UK’s junior management skills “Evolve” and lifeguard.

Virgin Active South Africa has successfully resumed all learning interventions within the business, its core learning interventions focus on management and leadership development as well as operational learning interventions. Programmes such as Pro-Active HOD (Head of Department development), Learn to Fly (Club General Manager development) are currently underway along with investment into learning programmes generally.

The company is in the process of launching a maintenance and engineering apprenticeship to assist in a very competitive recruitment landscape. Since launching its mental health first aider course in 2021, Virgin Active UK has now trained more than 100 mental health first aiders across its clubs.

Virgin Active South Africa’s learnership programmes focus on fitness learnerships, affording internal and external learners who have limited access to learning resources an opportunity to qualify with an entry level fitness qualification. The external learnerships are provided in partnership with the local sector and education training authority (SETA) and an external training provider.

Virgin Active Italy continues with development programmes dedicated to future and potential club General Managers. In addition, a training process is underway which aims to strengthen corporate values and club General Managers’ skills. The People Platform allows Virgin Active Italy employees and collaborators to experience a new way of learning, new opportunities to interact within communities and the digitisation of the current performance evaluation process.

Virgin Active UK’s VA Academy continues to train both team members and the wider public via its set of commercial offerings. The Academy aims to be the gold standard training provider in the fitness and leisure industry. Courses include swim, lifeguard, first aid, mental

Reduced inequality

During this reporting period, Virgin Active South Africa continues with its objective to achieve 50% female representation across middle to senior management levels within the business and has measures in place to ensure females are given the opportunity to grow within the organisation. Virgin Active South Africa statistics gender composition is 54.8% males; 49.6% females and 45.8% females of colour in all other levels.

Virgin Active UK continues to target a 50% female representation across the business and has formally adopted a holistic Diversity, Equality and Inclusion (DEI) strategy led by the Executive Team with six focus areas: Gender, Age and Life stage, Ethnicity, Disability, LGBTQ+ and Social Equality. The Group Labour standards and working conditions statement, and social investment policies are marked for development for end of FY2024.

The company has continued to provide DEI training to all its staff. Continued progress has been made since 2021 to reduce the Gender Pay Gap.

During this reporting period, Asia attained the highest female management ratio with over 55% of Virgin Active Asia Pacific’s management teams being female. Asia has also formally rolled out its sustainability strategy, with key steps towards social responsibility initiatives focus on uplifting people (through health and wellbeing, education and reducing poverty, hunger and inequality) and reducing its impact on the environment (through responsible consumption by reducing carbon emissions).

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Responsible consumption and production

During the period, Virgin Active, continued to develop their company’s ESG strategy as a board agenda item and are working towards implementation of a full ESG roadmap for the business; this will continue to be a focus for Brait’s Investment Advisor in the coming year.

Virgin Active globally continues to engage with its suppliers to meet sustainability challenges and to ensure that they, and their suppliers, work to the same standards and principles and share the same objectives to address sustainability impacts with responsible procurement. Examples of current initiatives being investigated included reduced quantities of plastic packaging, paper and bamboo products, water recycling initiatives, water efficient shower heads and taps, and heating and cooling energy reduction alternatives.

Overall the group highlights that clubs are high water users, with water use reported at 2,6 billion kilolitres (kℓ) for the period. Benchmarking has been done across the

different regions, however no external benchmarking data is currently available, to measure how well Virgin Active performs within their sector for comparison purposes.

The Group has completed their Utilities Audit, key findings related to water and energy conservation measures. The audit report identified practical, cost effective focus areas that will be addressed during FY24.

The company has developed an energy management plan to be implemented by close of FY2025, measure include automated light on/off switches, regulating air conditioning temperatures to reduce energy consumption, reducing water pressure and hot water temperature.

Each Virgin Active territory has an Environmental and Social Management System and a Health and Safety Policy in place, and Emergency Response and Preparedness Procedures are in place, as part of the Company’s commitment to its environmental and social responsibilities. The company reports annually on key ESG metrics.

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Climate change

Virgin Active has been making continued progress on reducing their carbon footprint. The company is still in the process of rolling out the Science Based Targets initiative (SBTi), which is a joint initiative of CDP, UNGC, WRI and WWF that defines and promotes best practices in emissions reductions and net-zero targets in line with climate science.

To date, Virgin Active have completed their location based Energy audit, and the Scope 1 and 2 emissions assessment during this reporting period. Scope 1 and 2 emissions were reported as 28 497 TCO2 and 143 809 TCO2 respectively. Scope 2 emissions are higher, since it includes international air travel and employee emissions. Scope 3 emissions have not been assessed. It is noted further noted that Scope 2 emissions are linked to indirect emissions from energy providers, as electricity, heat, and steam from sources owned by 3rd party entities.

As noted above the Group wide “Utilities Standards” have been completed, alongside the Environmental territory Parameters initiative. The Group wide “Water usage standards”, and “Water Management Standard”, have been marked for completion for end FY24.

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PREMIER

ESG performance update

During this reporting period, Premier celebrated its 200 year birthday as a South African brand. Various production plants and bakeries were upgraded with newer technology to keep up with product demand, while also improving operational efficiencies, which include:

• Successful completion of upgrade to the Eswatini wheat mill as well as the George and Mthatha bakery rebuilds

• Good progress on site optimisation of confectionery footprint and HPC manufacturing

• Performance in Sugar Confectionery driven by improved efficiencies, product mix and margin management

• Supply chain strategy implemented in HPC to achieve best cost manufacturing status

• Mozambique – CIM biscuit line and pasta plant upgrades completed – Initiated supply of selected products into SADC region

Premier’s Sustainability Report detailing current KPIs and metrics will be included in its Integrated Annual Report for the year ended 31 March 2024, which will be published on the 26 July 2024. The report will be available on Premier’s website at https://www.premierfmcg.com/investors/results-reports.

Premier’s ESG highlights FY24

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Good health and well-being

Since the health and safety of all its employees is a strategic priority, Premier has updated their integrated Risk Management Programme with the aim of ensuring continued compliance with applicable Health and Safety legislation and to further implement best practice in the Fast Moving Consumer Goods (“FMCG”) industry. During FY24 training and awareness programmes were ongoing to retain focus on employee health and safety in the workplace. Premier’s sustainability vision also included a focus on employees during this period, to promote healthier lifestyles amongst all its employees with the focus of enhancing physical and mental health.

Premier continued in FY24 to ensure compliance with relevant health and safety laws and regulations, by renewing appropriate certifications, accreditations, and by providing transparency on ingredients for consumer protection and information.

During FY24 Premier had a focus dedicated to improving access to its sanitary protection products by providing consumers with a range of products, available in diverse trade outlets at affordable price points. Premier strives for constant improvement of its product offering to meet evolving consumer needs.

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Quality education

Premier’s brands continue to support relevant initiatives that keep children at school and ensure that they develop to the best of their abilities. Premier continued with its Unemployed Disabled Learnership programme, the Bake-for-Profit course, co-sponsored by the Snowflake brand, and various holiday camps sponsored by Premier brands designed to help uplift members of impoverished communities and contribute towards addressing the high unemployment rate in South Africa. In addition, an Enterprise Supplier Development programme has been undertaken in bakery logistics to empower people by creating jobs and developing entrepreneurship in Premier’s communities.

The upliftment of several early learning centres has been a focus, supporting education as well as assisting with the provision of learning materials and food donations. These community engagement projects are not only a force for good but also promote our heritage brands within the community.

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Poverty and hunger

Premier’s focus during this reporting period was again linked to nourishing and empowering communities to grow together, and the Corporate Social Investment (“CSI”) initiatives reflected this. Premier also partnered with established NGO’s who are well equipped to manage disaster relief and distribute product to those in need in addition to their own CSI projects. Premier has partnered with the African Children’s Feeding Scheme, Gift of the Givers, Food Forward and many more, donating millions of loaves of bread and other products towards various relief programmes.

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Reduced inequality

Premier ensures that all its policies and practices are fair, compliant and acceptable, and it encourages inclusion and diversity to optimise the value added by teams that are diverse in gender, race, age, experience and skills. Premier endeavours to uplift the people in its communities to empower themselves through education via relevant social investment initiatives and partnerships. Premier has developed policies on Gender discrimination and gender pay gaps during FY24. Premier also supports gender equality through its Lil-lets products. As part of Lil-lets’ intimate health and hygiene initiatives, health education is offered through several channels, such as the Lil-lets Talk platform, to demystify myths associated with menstruation and empower women to talk about menstrual hygiene. Sanitary protection products are also distributed to alleviate period poverty through a number of initiatives, with the aim of helping keep girls at school during their monthly cycles.

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Responsible consumption and production

Focus for this reporting period, was on promoting cleaner business practices to manage its impact in terms of energy and water consumption and the production of waste. Premier recognises that water is a scarce and vital resource in South Africa and will continue to pursue projects that reduce the amount of water used to produce its products and promote the use of waste and/or recycled water where required. Another focus area is the education of its employees and communities on the need to be Water Wise.

Premier has committed to reducing the energy required to produce and distribute its products whilst continuing to grow its business by investing in improved and/or alternative energy sources. Investment in solar power and alternative fuels, and improved route management have reduced the energy required to produce and distribute Premier’s products while continuing to grow the

business. These initiatives will be an ongoing continuous improvement effort. Other initiatives such as upgrading of technologies, plant consolidation, installation of occupancy sensors and LED alternatives have also significantly reduced Premier’s energy consumption.

Premier is a signatory to two Extended Producer Responsibility programmes helping to reduce waste in the business. Premier’s bread bags and its bread crates are made from 100% recycled plastic and 96% of Premier’s packaging is recyclable.

Premier has defined policies and position statements supporting certified suppliers of sustainable essential ingredients considered to be environmentally sensitive, to promote a sustainable sourcing policy. Additional sourcing policies to address human rights, gender, diversity and inclusion have also been integrated into Premier’s business approach.

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Climate change

Premier had continued its investigations into energy efficiency measures to reduce Premier’s energy footprint, in addition to reducing the impact of its operations on climate change through the promotion of cleaner business practices. Future goals endeavour to improve its adaptation and resilience to climate change induced impacts on its operations, energy and raw material availability. Premier continues trialling electric and gas-powered delivery vehicles in its Bakeries division.

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NEW LOOK

ESG performance update

New Look remains committed to its sustainability strategy, formed around 4 pillars: Responsible Business, Responsible and Circular Product, Inclusive Culture and Positive Local Impact. Positive Local Impact is the overriding focus and informs all that New Look does. Responsible Business and Responsible and Circular Product drives New Look’s commitment to reduce its social and environmental impact and play its part in wider industry transformational change. Inclusive Culture ensures that New Look embraces difference and welcomes everyone.

New Look’s August 2023 Sustainability report can be accessed on https://www.newlookgroup.com/esg-sustainability/sustainability-report. The report outlines the retailer’s progress in various ESG areas, including carbon emissions, supply chain transparency, and social impact.

In a significant move in 2023, New Look submitted its Science Based Targets (SBTs), which were recently approved. These targets include a near-term goal of reducing carbon emissions by 42% by 2030 and a long-term objective to achieve Net Zero by 2040. The submission of these targets is ahead of the company’s initial timeline, underscoring its commitment to ESG goals.

New Look’s future FY25 ESG targets

New Look’s ESG and Sustainability initiatives and goals are also comprehensively detailed on its website, https://www.newlookgroup.com/esg-sustainability.

Be climate-positive by 2040 Have our GHG-reduction targets approved by the Science-based Targets initiative and roadmap aligned to TCFD methodology Increase transparency and provide comparable data by SASB reporting Recognise and address the needs of the communities we serve Ensure inclusivity runs through everything we do Deliver fair wages and safe working conditions for everyone

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Reduced inequality

New Look has rebranded and added significantly more support resources while singing up to a Business in the Community’s Race at Work Charter, signed up to the Halo Code and signed up to Diversity in Retail/WiHTL and is preparing to launch its first minority group development programmes with them this year.

New Look continues to support The Prince’s Trust through mentoring and charitable donations and New Look’s wellbeing, PRIDE, cultural awareness, accessibility and men’s and women’s health ally groups have now been established. New Look has demographic data captured for over 75% of its team and has established its wellbeing and Equity, Diversity and Inclusion (“ED&I”) calendars.

New Look continues work on its Modern Slavery Working Group and representatives from all areas of the business have lead efforts in this area during FY24, including meeting on a bi-monthly basis to review, assess and drive actions. For context, New Look still operates in 30+ factories in Bangladesh and has worked closely with its partners to understand their operating conditions as the country’s manufacturing capacity has matured.

Key Diversity, Equity and Inclusion (DEI) progress for FY24

Improved visibility of employees demographic data has expanded from 24% to 80%

85% of New Look colleagues say they feel comfortable being themselves at work, and are working to make this 100%

Achieved ‘progressive level’ with the Sustainable Apparel Coalition (SAC), one year earlier than expected

Ally Groups include Newlook’s PRIDE (LGBTQIA+), Cultural Awareness (Faith and Ethnicity), Accessibility, Men’s Health, Women’s Health, Good Vibes Clubs, and our Wellbeing Allies

We were proud to be recognised as a Leader in Diversity 2023 by The Financial Times and Statista

Overall environmental score increased from 40.4% to 56.3% and our social score increased from 56.4% to 66.6%*

Retail Junior Leadership Team continue to influence decision making across our Retail Estate

We achieved our FY23 target to have fully transparent policies and procedures

Initiated multiple projects to support an enhanced Human Rights Due Diligence with GoodWeave in Bangladesh and a ongoing project with the International Transport Workers Federation (ITF)

• Sourced from New Look’s 2023 Sustainability report.

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Responsible consumption and production

A separate materiality review was conducted during FY2024 to identify priorities within the people focused aspects of its operations, its employees and customers, and New Look’s opportunity to influence in these aspects, to drive its Sustainability strategy. New Look continued to engage with their value chain, mapping the lower tiered sites that make clothes. New Look have increased visibility to Tier 2 from 70% to 87% and Tier 3 from 65% to 78%[#] . New Look have also driven the adoption of Higg FEM within our Tier 1 and 2s with now over 52% providing environmental data (within the latest full reporting cycle).

Facilities production and supply benchmarking, and ESG ratings

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Total Supplier Third party
facilities factories completed verification
Tier 1 440 254 (74% of production) 87
Tier 2 649 231 (30% of production) 145
FEM scores – participating tier 1 and 2 supplier factories 2020 module 2021 module
Overall score out of 100 52 58
Based on the combined average for:
Energy 81 83
Water use 70 75
Waste-water 59 62
Waste management 33 39
Air emissions 27 36
Chemicals 35 41
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* Using data from facilities that are verified and have shared their module with New Look via the Higg platform. FSLM

# Sourced from New Look’s 2023 Sustainability report.

ESG supply chain and consumption highlights for the period

Switching to more lower impact materials has reduced our footprint from 63% to 53% and footwear and accessories products from 35% to 20%

We have now achieved 100% lower impact cotton through investing in Better Cotton.

REEL cotton programme in India with CottonConnect, with an expected yield of 185 metric tonnes, allowing traceability right through to farm

Automatic-sorting for Circular Textiles Demonstrator and Leeds Institute of Textiles and Colour (LITAC) durability project

We have embraced the increased regulation on packaging, through supply chain engagement and the development of enhanced data ingestion tools from our suppliers.

# Sourced from New Look’s 2023 Sustainability report.

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Climate change

Scope 1 remains a very small percentage of New Look’s total carbon output and therefore is a lower priority within their carbon strategy. In the last year they have introduced some electric and hybrid vehicles to their company car offering, with all new cars on order being either hybrid or fully electric.

Due to capital availability, HVAC replacements are currently planned – in line with legislation changes in 2030. However, this will be reviewed as necessary to speed process and transition to the lowest carbon F-gas option. Scope 2 emissions are presented as both location-based and market-based, with market-based emissions showing the purchase of renewable energy.

As a business, New Look have chosen to offset the emissions from our electricity use and have purchased carbon credits through verified schemes. Reducing electricity consumption is a key area to target. Again, capital constraints along with lease agreements mean our LED replacement strategy is complex.

Next year, New Look plan to engage with all store landlords that have a net zero target, to collaborate on switching to LED lighting as well as look for opportunities for onsite renewables. In addition, they continue to explore where onsite renewable energy generation is feasible within our owned property portfolio.

Green house gas emission highlights for FY24

Future target are set at

Improved the quality of data for our carbon emissions in preparation for SBT

Scope 1 and 2 emissions have reduced by 18%, while our scope 3 emissions have reduced by 22%

• Scope 1, 2 & 3 Near term SBT

• (1.5°C pathway) by 2030

• Scope 1, 2 & 3 Long term Net Zero SBT by 2040

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Appendix A: Brait Foundation programme

In South Africa, the Brait Foundation continued to support:

The Tomorrow Trust

Anon-profit organisation focused on the educational needs of orphans and vulnerable children, providing them nutritious meals, transport to and from hosting schools, course material and stationery. The Holiday School programme is one of the programmes run by the Tomorrow Trust which Brait has chosen to support. It focuses on numeracy and literacy support for primary school children outside of normal school hours. In addition, the programme provides nutritious meals and the use of the semi-private (“Model C”) or private schools which have partnered with the Trust in providing access to their facilities. The Brait Foundation contributed R300 000 in FY2024.

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Count

A non-profit organisation involved in numeracy programmes throughout South Africa. Brait and other funders have collaborated with COUNT to support a Family Maths Programme to rural primary schools in KZN South Africa. This initiative aims to provide caregivers and family members the opportunity to play an active and vital role in helping to inspire young children to develop as mathematical thinkers and problem solvers. The Brait Foundation provided support of R300 000 during the year.

Gadra

A well-established NGO based in the Eastern Cape of South Africa aimed at improving educational practices in the public primary schools in the Grahamstown area, with a particular focus on improving literacy levels. Brait, in conjunction with COUNT, committed to support Gadra in a project to improve literacy in public primary schools in Grahamstown. The Brait Foundation contributed R300 000 in FY2024.

Realema Teacher Intern Programme

Realema is a teacher intern programme (founded in 2013) that offers support to prospective teachers during their final year at high school and throughout their longdistance university studies and internships. The Brait Foundation has chosen to support this programme which offers holistic financial, academic and life skill support via full bursaries to selected candidates from Masibambane College in Orange Farm, to study for a teacher’s degree at UNISA, while gathering work experience via an internship at a top school in Johannesburg. The aim is that the selected candidates become well-trained and qualified teachers who will be able to return to their communities as passionate teachers and leaders. The Brait Foundation’s contributed R300 000 to Realema. To date, Realema has developed 45 teachers, of whom 44 received teaching posts upon graduation, and there are currently 74 bursary recipients on the programme. The ripple effect of developing teachers from vulnerable communities is enormous – illustrated somewhat by the independent impact assessment, which found that for each R100 000 spent at Realema, the value created was R971 000. Realema’s direct impact since 2013 has been 376 annual bursaries, 593 candidate enrichment beneficiaries and 206 400 estimated meals offered by partner schools.

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Salvazione Preparatory School

Started in 1991 to accommodate learners from Slovo Park informal settlement in Johannesburg who were unable to attend local schools due to their dire financial and personal circumstances. The Brait Foundation contributed R300 000 during the year to assist the school to cater for learners from Grade R to Grade 7 and to provide a daily feeding scheme for all learners. The school’s new Foundation Phase building and integrated play area completed in the prior year allow more space for the Senior Phase who remain in the original building.

The Alexandra Education Committee (AEC)

Provides bursaries, additional educational and psychosocial support for high-school education at quality high schools for academically promising learners from low-income families in Alexandra, Johannesburg. All AEC bursars (from Grade 8 to Matric) attend extra lessons each Saturday in the essential gateway subjects. In addition, the AEC has a Saturday programme for Grade 7 learners from primary schools in Alexandra to prepare them for high school. Through education, it seeks to empower the next generation to create and embrace lasting positive changes for their community – AEC supported 242 high school students with bursaries in 2023. There were also a large number of primary school learners in the Saturday School programme. Working on the usual impact consideration, the AEC is contributing to the long-term economic benefit of some 2 814 people.

In Mauritius, Brait provided financial assistance to:

Adolescent Non-Formal Education Network (ANFEN)

Founded in 2000, Adolescent Non-Formal Education Network (ANFEN) is a dynamic network of 21 NGOs in Mauritius and Rodrigues, which caters for informal education to over 1 000 vulnerable out-of-school children. The ANFEN network caters for pupils aged 11 to 18 years, who are from low socio-economic backgrounds and who have failed the Certificate of Primary Education (CPE) several times and can’t adapt to the conventional schools implemented by the government. The rationale behind the creation of ANFEN was to help those out-of-school adolescents become responsible and autonomous citizens, by giving them a second chance at education. The core services of the NGO are:

• Providing a holistic education to school dropouts, through an adapted pedagogy and with psychosocial assistance, to ensure their learning and development within non-formal education structures.

• Developing an employability strategy to improve the teaching and learning of school dropouts so that they can secure employment.

• ANFEN has conceptualised and implemented the Culinary School Project which is a professional culinary school offering a training course in Food Production to learners leaving ANFEN Centres. The students will follow a training course approved by the MQA and achieve a National Certificate 2 (NC2) level. They are then able to either join MITD centres to further their training at NC3 level or obtain sustainable and decent employment.

BML supported ANFEN with a contribution of MUR240 000 during 2024.

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Appendix A: Brait Foundation programme continued

Sponsor a child (SAC)

Sponsor A Child is an offshoot of the Mauritius Council of Social Services (MACOSS). SAC was formally registered in 2014. Since its inception, more than 2 500 children in Mauritius and Rodrigues have benefited from their help. The objective of SAC is to help young people get an academic or technical education that will allow them to find a job so that they can be financially independent. The mission of SAC is to sponsor educational needs of underprivileged children/young adults at primary, secondary and tertiary levels. The targeted group is underprivileged but promising children, 7 to 18+ years old, from either poor, broken, single-parent, low-earner, handicapped parent families, orphans or children neglected by both parents and dependent on old grandparents. SAC helps around 120 students per year at primary, secondary and tertiary levels. Beneficiaries are usually referred by their school because of their precarious family and financial situation. SAC identifies needy students through schools across Mauritius and Rodrigues and allocates a monthly allowance, as follows:

• MUR750 for primary and lower secondary students

• MUR1 000 for students in Grades 10 to 13

• MUR1 250 for students in Grades 10 to 13 doing ‘technical’ subjects, like Food/ Nutrition, Design, Art and Travel/Tourism.

The monthly allowance goes some way to alleviating the financial stress experienced by students and their families. The NGO members visit schools and follow up on academic progress regularly. SAC members meet with sponsored students in schools or in the office. Schools provide the term results of the beneficiaries and additional feedback on students’ academic and individual progress. In its 19 years of operation, SAC has assisted nearly 2 800 students throughout the schooling system, some right from primary school through to secondary school. At least 60 students have gone on to pursue tertiary education.

BML supported SAC with a contribution of MUR100 000 during 2024.

The Mauritian Barbarians

The Mauritian Barbarian concept was first established in 2014 when a team of Mauritian U18 7’s rugby players travelled to Dubai to participate in the Emirates Dubai 7’s tournament. Part of the focus of the Mauritian Barbarians is to identify and develop rugby talent across all sectors, including socially vulnerable and disadvantaged communities in Mauritius, to grow existing talent and to prepare aspiring rugby players to represent their clubs and potentially their country. Brait provided support of MUR50 000 during FY2024.

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Annexure 1: Virgin Active

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GOVERNANCE DISCLOSURE METRICS
G1 Other
BOARD COMPOSITION Metric Unit frameworks Rationale
G1.1 Composition of the Board # GRI 2-9 The capabilities and perspectives of Board
Board diversity and its committees by and members are important for making robust
ESRS G1-1
race, gender, age group % decisions. This disclosure captures a
(under 30, 30 to 50, over variety of important dimensions relating
50) and, where relevant, to composition, going beyond a single
any under-represented metric, and emphasises competencies
social groups. relating to economic, environmental,
and social topics.
C O R E
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Board members Number Percentage Male Board members 9 90% Female Board members 1 10% Board members under 30 years old 0 0% Board members 30 to 50 years old 4 40% Board members >50 years old 6 60% Board members – Black 0 0% Board members – Coloured 0 0% Board members – Indian 0 0% Board members – White 10 100%	Audit and Risk Committee Number Percentage
	Male Committee members 2 67% Female Committee members 1 33% Committee members under 30 years 0 0% Committee members 30 to 50 years 3 100% Committee members >50 years 0 0% Committee members – Black 0 0% Committee members – Coloured 0 0% Committee members – Indian 0 0% Committee members – White 3 100%

Remuneration and Nominations Committee Number Percentage
Male Committee members 3 75% Female Committee members 1 25% Committee members under 30 years old 0 0% Committee members 30 to 50 years old 2 50% Committee members >50 years old 2 50% Committee members – Black 0 0% Committee members – Coloured 0 0% Committee members – Indian 0 0% Committee members – White 4 100%

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GOVERNANCE DISCLOSURE METRICS CONTINUED G1 Other BOARD COMPOSITION Metric Unit frameworks Rationale G1.2 Description of the specific skills, Description GRI 2-9 Board competence competencies, and experience ESRS G1-3 on the Board to address the organisation’s significant sustainability-related impacts, risks, and opportunities. Number of Virgin Active Board Members meetings attended Board Member #1: Dean Kowarski Dean has had a successful career across corporate finance and operational roles in the UK, USA and SA for the 5 past 30 years. He has dedicated much of his career and time in building natural food brands and making healthy nutritious food accessible to more people. He has a passion and a deep understanding of the wellness space focusing on the individual as a whole (fitness, nutrition, mental wellness and sustainability forming part of ones overall health and wellbeing). Board Member #2: Mark Field Mark has been with Virgin Active for 21 years in various senior executive roles. Prior to becoming Company 5 CFO, Mark was Managing Director of the South African business. He also previously held the Company CFO role from 2010 to 2012. He has played a key role in Virgin Active’s global expansion. Board Member #3: Simon Susman Simon has 50 years experience in the retail industry with over 30 years at Woolworths Holdings, where he is the 5 Honorary President of Woolworths Holdings Limited. Simon instigated and drove a comprehensive programme entitled the “Good business journey”. Through this programme, the Company continually strives to do business in a way that is deeply sustainable both socially and environmentally. Simon was recently appointed Honorary Professor of Entrepreneurship at Stellenbosch University Business School. He chairs a number of local and international businesses and NGO’s.

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GOVERNANCE DISCLOSURE METRICS CONTINUED G1 BOARD COMPOSITION CONTINUED

G1.2 Board competence continued

Number of Virgin Active Board Members meetings attended Board Member #4: Caroline Ng Caroline Ng is a Managing Director in the Investment Team for Virgin Management Limited. Caroline joined Virgin in 2009 and is responsible for investment execution and portfolio management with a focus on health and wellness, telecoms, and financial services assets. She has served as a director of various Virgin Group 5 companies, working closely with management teams to support the development and expansion of Virgin’s interests across the world. Prior to joining Virgin Group, Caroline previously worked in investment banking at Goldman Sachs and as a consultant at OC&C Strategy Consultants. Caroline has an MA Mathematics from the University of Cambridge and an MBA with distinction from The Wharton School. Board Member #5: Joe Margison Joe Margison is a Managing Director in the Investment Team for Virgin Management. Joe is responsible for the 5 Virgin Group’s real estate investments as well as operating companies across the travel and leisure, and health and wellness sectors. Joe is a director on various Virgin companies and has been with the Company since 2015. Prior to this, Joe was a Portfolio Manager with the New Zealand Superannuation Fund investing in private equity, credit, and real estate. Joe has BCom from Auckland University and is a Chartered Accountant. Board Member #6: Antony Ball Antony co-founded Value Capital Partners (VCP) with Sam Sithole in October 2016. Prior to that, Antony’s 5 notable business accomplishment was the founding (1990) and building of Brait, South Africa’s premier private equity business which is regarded as being the pioneer of private equity in the region and played an important role in bringing both domestic and international investors into the asset class. Brait’s investment record has consistently been in the top quartile in domestic, emerging market and global performance surveys. Antony then became a non-executive director after Brait restructured in 2011 and ultimately exited his governance commitments in 2013. Between 1990 and 2011, Brait had made more than 100 private equity investments and Antony was on the Investment Committee when all these decisions were made, and in most cases chaired the committee. Additionally, Antony played a lead role in initiating, managing and realising several of these investments. Board Member #7: Paul Roelofse Paul co-founded Oryx Partners in October 2019, which manages Dr Christo Wiese’s family office and serves as 5 a strategic business partner of the Wiese family. Paul served as Dr Wiese’s alternate director on the Brait board from 2 October 2019 to 13 August 2020, when he was appointed as a director. Prior to Oryx Partners,

Paul spent 17 years at RMB, where he led a number of pioneering transactions, serving on the RMB Investment Banking Board from 2009 until he resigned in 2019.

Paul headed RMB’s global Corporate Finance business from 2009 to 2015. Paul is a Dealmaker of the Year Award winner from Dealmakers magazine.

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12 Annexure 1: Virgin Active continued

GOVERNANCE DISCLOSURE METRICS CONTINUED

G1 BOARD COMPOSITION CONTINUED

G1.2 Board competence continued

Virgin Active Board Members

Number of meetings attended

Board Member #8: Anthonie de Beer

Anthonie de Beer is a Partner at The Rohatyn Group (TRG) and oversees the Africa and LATAM Private Markets 5 investment team. He is based in Johannesburg, South Africa.

Prior to joining TRG in April 2023, Mr De Beer was the Managing Partner for the Large Equity Funds for Ethos Private Equity, which was acquired by TRG. He was a member of the Executive Committee, served on multiple investment committees and led the Large Equity business.

Mr de Beer has been employed by Ethos since 2002, during which time he has developed extensive experience across the private equity value chain and has been involved in deal sourcing, execution, restructuring, monitoring or disposals of multiple Ethos investments.

Prior to joining Ethos, he worked for PricewaterhouseCoopers LLC for five years, two of which were spent in New York in the corporate value consulting division.

Mr De Beer is a Chartered Accountant, CA(SA).

Board Member #9: Mark Parsons

Mark Parsons is a Managing Director and oversees the full financial function across TRG Africa. He is based in 5 Johannesburg, South Africa. Prior to joining TRG in April 2023, Mr Parsons was the Group Chief Financial Officer for Ethos Private Equity, which was acquired by TRG. Mr Parsons joined the Brait Group in February 2009 and served as Chief Financial Officer until Ethos took over the advisory contract in March 2020. Prior to this, Mr Parsons was a partner at Deloitte in the financial services audit division and previously worked at Commerzbank AG in London. Mr Parsons is a Chartered Accountant, CA (SA) and is an associate member of the Certified Institute of Management Accountants (ACMA). Board Member #10: Peter Hayward-Butt 5

Prior to joining TRG in April 2023, Mr Hayward-Butt was Partner: Head of Strategic Projects for Ethos Private Equity and the CEO of Brait and CEO of Ethos Capital, which were acquired by TRG. He was a member of the Executive Committee and served on all investment committees for Ethos Private Equity. Prior to joining Ethos in 2015, Peter was the Co-head of Investment Banking at Rand Merchant Banking and prior to that, the head of Mergers and Acquisitions Advisory for ABN AMRO Asia based in Hong Kong. Peter also worked in corporate finance for ABN AMRO and Baring Brothers in London.

Mr Hayward-Butt holds a Bachelor of Science degree in Agricultural Economics from the University of Natal and a Master of Science in Development and Agricultural Economics from Oxford University.

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SOCIAL DISCLOSURE METRICS
S1 Other
LABOUR STANDARDS Metric Unit frameworks Rationale
S1.1 Percentage of employees per % GRI 405-1 Organisations with higher levels of
Diversity and inclusion employee category by race, workforce diversity, particularly within executive
SASB 330
gender, age group (under by teams, are generally better able to
30, 30 to 50, over 50), and category innovate, attract top talent, improve their
where relevant other diversity customer orientation, enhance employee
indicators. satisfaction, access more wide-ranging
networks, and secure their licence to
operate.
Employees Percentage
Male employees 44%
Female employees 56%
Employees under 30 years old 43%
Employees 30 to 50 years old 51%
Employees >50 years old 6%
South African based – Black employees 33%
South African based – Coloured employees 7%
South African based – Indian employees 2%
South African based – White employees 3%
S1 Other
LABOUR STANDARDS Metric Unit frameworks Rationale
S1.4 Describe how the Description GRI 407 The right to freedom of association and
Freedom of Association organisation manages collective bargaining are not only internationally
ESRS-S1-2
and Collective Bargaining freedom of association recognised as fundamental rights of
and collective bargaining, employees, but are also useful tools for
noting any policy or organisations and employees to engage, build
policies considered trust and negotiate solutions when potential
likely to affect workers’ conflicts arise.
decisions to form or join
a trade union, to bargain
collectively or to engage in
trade union activities.
C O R E
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There is Freedom of Association across all territories re trade unions. There are no collective bargaining agreements in place across all territories.

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SOCIAL DISCLOSURE METRICS CONTINUED

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S2
COMMUNITY Other
DEVELOPMENT Metric Unit frameworks Rationale
S2.2 Describe the employee Description GRI 404-2 Building human capital to secure a motivated,
Skills for the future and external skills productive and skilled workforce is a key
SASB 101
development programmes priority for organisations. When firms fail
aimed at developing skills to invest in training, education, skilling and
that increase the recipient’s reskilling of their employees, it can affect their
future mobility, career business performance, reputation and ability
development, and/or to attract talented workforce. It can also lead
income earning potential. to higher operating costs related to recruiting,
developing and retaining employees.
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The employee and external skills development programme is implemented on a bespoke basis per territory. These are summarised below:

Virgin Active Australia:

• Aspiring leaders programme – aimed at first time leaders to develop feedback, coaching and self-development orientation

• Leadership development programme – aimed at leaders after their first 6 months to develop recruitment, onboarding and performance management skills

• High potential programme – aimed at leaders after their first 12 months to develop commercial, financial and strategic planning skills

• Senior Leaders CoLab – aimed at senior business leaders to develop collaborative problem solving skills.

Virgin Active Italy and United Kingdom:

Our organisation is committed to fostering the growth and development of our employees through our Academy/Learning department. We have a structured approach focused on enhancing individual skills aligned with a competency-based framework. This framework guides various aspects such as recruitment, onboarding, performance evaluation, and succession planning. Through these initiatives, we aim to empower our employees with the skills necessary to enhance their future mobility, advance their careers, and increase their income earning potential.

Virgin Active Singapore:

Employee development programmes include:

• Leadership Development Programme

• Recruitment Skills

• Group Exercise – Train the trainer

• Holistic wellness programme – Enhancing knowledge on industry related holistic wellness.

• Safety Certification

Virgin Active South Africa:

Virgin Active South Africa has always had a very strong and entrenched internal skills and development training programmes. These internal development programmes focus on functional training required for each person to effectively delivery on the outputs of their role coupled with softer skills to drive effective member engagement. Staff who have been identified as having future management and leadership potential are taken through specific knowledge, skill and attribute development training. The primary goal is to develop future skills for utilisation within the business.

However, the majority of these skills are generic and transferable, and are able to be utilised in any leadership position. These development training programmes assists the recipients future mobility, career opportunities and ultimately their earning potential. This strong internal development strategy has worked well for Virgin Active South Africa. In the past, the company has offered bursaries for specific individuals to develop their skills at external educational institutions.

Virgin Active Thailand:

• English Language training for club operation team members to improve their English communication skill.

• Product Knowledge Training for Customer Service Team.

• Safety Officer Training for Club General Managers, Club Head’s of Department and related team members for welfare committee.

• • Swim instructor training.

• Holistic wellness programme – Enhancing knowledge on industry related holistic wellness.

Kauai and NU:

• Food Safety Training – how we Handle, Prepare and Store food in a way that best reduces the risk of our customers becoming ill from foodborne illness as per Regulation 638 (R638)

• Kitchen Training (Theoretical and practical) – Employee is taken on the kitchen food journey and trained on how to prepare all menu items.

• Juice Bar Training – (Theoretical and practical) – Employee is taken on the juice bar food journey and trained on how to prepare all menu items.

• Coffee Training – An external company Global Coffees provides our Baristas with the best training and knowledge on how to best serve coffee.

• Management Training – include a variety of topics such as leadership, problem-solving, conflict resolution, communication, time management, project management, decision-making, and goal setting.

• Learnership Programmes – African Global Skills Academy programmes provides Kauai with unskilled learners within the restaurant industry. Kauai provides these learners with practical experience within the industry and once the learnership programme concludes, we will then have first preference in offering permanent employment to these learners.

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SOCIAL DISCLOSURE METRICS CONTINUED
S2
COMMUNITY Other
DEVELOPMENT Metric Unit frameworks Rationale
S2.4 Total monetary value ZAR, GRI 201-4 The metrics on economic contribution provide
Economic contribution of financial assistance $US a broad indication of how an organisation has
S2.4e received by the or created wealth for its various stakeholders by
organisation from any other summarising the direct monetary value added
government during the currency to local economies. Disclosure on the financial
reporting period. assistance received from government, when
compared with separate disclosures on taxes,
is often useful in developing a more balanced
review of the balance of transactions between
the company and government.
Virgin Active South Africa:
South Africa received R1 393 116.06 back from the CathsSETA for our mandatory grant from the WSP and ATR.
S4
CUSTOMER Other
RESPONSIBILITY Metric Unit frameworks Rationale
S4.1b Number and nature of any # GRI 416-2
High risk products and product recalls. and
GRI 417-2
services description
SASB 270
L E A D E R S H I P
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There were no product recalls reported in any of the operating territories.

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SOCIAL DISCLOSURE METRICS CONTINUED
S4
CUSTOMER Other
RESPONSIBILITY Metric Unit frameworks Rationale
S4.2 Total research and ZAR, Adapted Innovation is a significant contributor to
Product innovation development spend. $US from ensuring longer-term prosperity. Total costs
S4.2a or US GAAP relating to R&D can be regarded as a basic
other indication of an organisation’s efforts to
ASC 730
currency innovate new products and services and
be fit for the future. This can also provide
insights into the capacity of the organisation
to create new offerings and generate social or
environmental benefits. The metric is a proxy
to measure the effectiveness and productivity
of an organisation’s investments in innovation
and serves as a primary metric
There was no R&D spend reported in any of the territories.
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SOCIAL DISCLOSURE METRICS CONTINUED
S4
CUSTOMER Other
RESPONSIBILITY Metric Unit frameworks Rationale
S4.3 A description of the Description GRI 418-1 With the world becoming increasingly
Consumer data mechanisms and steps digitised, and with many organisations
SASB 230
and privacy taken to ensure privacy of having significant access to potentially
S4.3a consumer data. sensitive data on customers, clients and/
or consumers, there is a heightened need
to safeguard consumers’ rights of privacy
by limiting the types of information gathered
and the ways in which such information is
obtained, used and secured. Increasing use
of electronic communication (including for
financial transactions), as well as growth in
large-scale databases, raise concerns about
how consumer privacy can be protected,
particularly with regard to personally
identifiable information.
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Virgin Active – All Territories:

In order to safeguard the privacy of consumer data, the company, acting as the Data Controller, ensures compliance with all GDPR and PDPA legislation across all territories. This compliance is achieved through the continuous maintenance and updating of its Data Protection Compliance Framework, which includes policies, procedures, information notices, Data Processing Agreements (DPA), Data Protection Impact Assessments (DPIA)/Legitimate Interest Assessments (LIA), among other documents. Additionally, the company maintains a Registry of Processing Acti¡vities.

Adhering to the principles of privacy by design and by default, the company’s Data Protection Officer and internal committee are involved in new projects and service agreements that impact to all data subjects personal data. This involvement ensures compliance with the key principles and obligations outlined in the legislation.

Furthermore, the company conducts annual privacy staff training and maintains ongoing coordination with its IT team to meet GDPR’s technical requirements, particularly in regulating the privacy relationship with service providers.

Kauai and NU:

Are committed to ensuring compliance with the POPI Act of 2013, the Consumer Protection Act of 2009 and the Electronic Communications and Transactions Act of 2002.

• Kauai App has a functionality that allows customers to pay using their own credit card.

• As part of the process App allows customer to store the credit card details for Order Ahead and Scan to Pay functionalities.

• When Customer chooses to store the card, card details are passed onto Paygate via our integrator Let’s Trade for tokenisation.

• Token related to customer credit card is then stored in Let’s Trade.

• Whenever customer chooses to transact using credit card, token is used to manage payment process.

• Kauai app does not store credit card details with themselves.

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ENVIRONMENTAL DISCLOSURE METRICS
E1 Other
CLIMATE CHANGE Metric Unit frameworks Rationale
E1.1 Absolute gross greenhouse Metric IFRS S2 GHG emissions cause climate change, which
GHG Emissions gas emissions expressed tonnes is expected to have increasingly significant
GRI 305:1-3
E1.1a as metric tonnes of CO2 of economic, environmental, and social impacts.
equivalent and measured carbon ESRS E1-7 As a result, GHGs are a key focus area for
in accordance with the dioxide policy, regulatory, market and technology
Greenhouse Gas Protocol equivalent ESRS E1-8 responses to limit rising temperatures.
for: Scope 1, Scope 2, (tCO2e) ESRS E1-9 Organisations with emission-intensive business
and Scope 3 emissions. models are likely to face greater risks from
Scope 1 and Scope 2 ESRS E1-10 the transition to a lower emission economy
emissions should be SASB 110 in terms of increased regulatory requirements
disclosed separately and additional capital expenditure. For many
for (i) the consolidated TCFD organisations, the most significant GHG
accounting group (the emissions are found in their supply chains,
GHG Protocol
parent and its subsidiaries) not in their own operations. Reporting on
and (ii) associates, joint Scope 3 emissions can assist in identifying
ventures, unconsolidated potential supply chain risks in terms of
subsidiaries or affiliates not exposure to the transition to a lower emission
included in (i). economy. It can also help improve energy
efficiency and cost reduction programmes
Metric tonnes
i) consolidated accounting group (parent and subsidiaries) of CO2e
Scope 1 28 497
Scope 2 143 809
E1 Other
CLIMATE CHANGE Metric Unit frameworks Rationale
E1.1c GHG emissions intensity MtCO2e GRI 305:1-3
for Scope 1, 2 and 3, per
ESRS E1-10
expressed as metric tonnes unit
of CO2 equivalent per unit of
of physical or economic output
output.
Metric tonnes
Metric tonnes of CO2e per 1 000 gym memberships of CO2e
Scope 1 28
Scope 2 144
C O R E
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ENVIRONMENTAL DISCLOSURE METRICS CONTINUED
E1 Other
CLIMATE CHANGE Metric Unit frameworks Rationale
E1.2 Total energy use and MWhs GRI 302
Energy mix share of energy usage by or
ESRS E1-5
generation type noting use GJ/%
of energy from renewable by SASB 130
non-fossil sources, (namely type
wind, solar (solar thermal
and solar photovoltaic) and
geothermal energy, ambient
energy, tide, wave and other
ocean energy, hydropower,
biomass, landfill gas,
sewage treatment plant gas,
and biogas).
Energy
consumption Share of
Energy source KwH energy use Comment
Source 1: Tygervalley Solar
359 073 0.0003% of SA total consumption
(South Africa)
Source 2: Constantia Solar
319 869 0.0002% of SA total consumption
(South Africa)
Source 3: Solar PV Italy (Roma Valle
192 021 0.5208% of Italy total consumption
Aurelia & Roma Nuovo Salario)
Source 4: Total 870 963 0.0004% of Global total consumption
C O R E
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ENVIRONMENTAL DISCLOSURE METRICS CONTINUED
E2 Other
WATER SECURITY Metric Unit frameworks Rationale
E2.1 Total water consumption Mℓ GRI 303-5 Water is a finite resource and its consumption
Water usage from all areas, and from has implications for the environment and
ESRS-E3-4
E2.1a areas with water stress. society at both local and national levels.
SASB 140 Organisations can face operational, regulatory
and reputational risks relating to water use,
while failing to manage water use efficiently
can result in additional costs. Water usage in
water-stressed areas can result in negative
societal impacts due to greater competition
over scarce resources. There is also a greater
risk of possible operational disruptions and
shutdowns.
Note South Africa and Australia are classified water stressed areas.
Water consumption Kilolitres
Total water consumption 2 600 244 855
Water consumed from water stressed areas 1 104 880
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GOVERNANCE DISCLOSURE METRICS
G1 Other
BOARD COMPOSITION Metric Unit frameworks Rationale
G1.1 Composition of the Board # and GRI 2-9 The capabilities and perspectives of Board
Board diversity and its committees by race, % members are important for making robust
ESRS G1-1
gender, age group (under 30, decisions. This disclosure captures a
30 to 50, over 50) and, variety of important dimensions relating
where relevant, any under- to composition, going beyond a single
represented social groups. metric, and emphasises competencies
relating to economic, environmental,
and social topics.
Board members Number Percentage Audit and Risk Committee Number Percentage
Male Board members 7 87.5% Male Committee members 5 83%
Female Board members 1 12.5% Female Committee members 1 17%
Board members under 30 years old 0 0% Committee members under 30 years 0 0%
Board members 30 to 50 years old 1 12.5% Committee members 30 to 50 years 1 17%
Board members >50 years old 7 87.5% Committee members >50 years 5 83%
Board members – Black 0 0% Committee members – Black 0 0%
Board members – Indian 0 0% Committee members – Indian 0 0%
Board members – White 8 100% Committee members – White 6 100%
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||||
|---|---|---|
|Remuneration and Nominations Committee|Number|Percentage|
|Male Committee members|3|75%|
|Female Committee members|1|25%|
|Committee members under 30 years old|0|0%|
|Committee members 30 to 50 years old|1|25%|
|Committee members >50 years old|3|75%|
|Committee members – Black|0|0%|
|Committee members – Indian|0|0%|
|Committee members – White|4|100%|

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GOVERNANCE DISCLOSURE METRICS CONTINUED
G1 Other
BOARD COMPOSITION Metric Unit frameworks Rationale
G1.3 Composition of the board # and GRI 2-9
Board independence regarding: executive or %
ESRS G1-1
non-executive; independence;
tenure on the governance body;
and number and nature of each
individual’s other significant
positions and commitments.
Composition of the Board regarding executive and non-executive, independence, tenure on the governance body and
number of nature of each individual’s other significant positions and commitments
Richard Cotter Richard was appointed to the Board as Non-Executive Director in May 2019. Richard chairs a number of
Independent private companies including American Golf, Grace Cole Ltd, Jollyes and Outdoor Holdings. His other recent
Non-Executive Director non-executive work has included chairing Jack Wolfskin, a global apparel and equipment company. In his
executive career, Richard was Chief Executive Officer of Snow and Rock Group, having previously been with
Pentland Group serving as Brand President and Global Chief Executive Officer of Berghaus and Managing
Director of Brasher Boot Company.
Colin Henry Colin was appointed to the Board as Non-Executive Director in June 2019. Colin is a Senior Advisor to
Independent McKinsey & Co. in their Global Apparel, Fashion & Luxury practice. Previously he has been Chief Executive
Non-Executive Director Officer of Jaeger. He has also held senior leadership roles in general management, merchandising, brand
development, supply chain, product and design with Esprit, Nike, Umbro, Polo Ralph Lauren, Coats Viyella
and Marks & Spencer. Colin was appointed Honorary Fellow of the Royal College of Art and Honorary
Professor of the British School of Fashion.
Robin Terrell Robin was appointed to the Board as Non-Executive Director in June 2019. Robin is Chair of Wetsuit Outlet,
Independent Non-Executive Director and Audit Chair at William Hill and non-executive Director and Audit Chair at Jet2 plc.
Non-Executive Director In his last executive role, Robin held a number of roles at Tesco including Chief Customer Officer and Interim
UK Managing Director until 2016. Previously Robin held General Management, Multi-Channel, Finance and
Strategy roles with House of Fraser, John Lewis Partnership, Amazon (where he was UK Managing
Director) and Dell. His previous Non-Executive roles include Tesco Mobile, Lazada Group, Wilkinson and
Monica Vinader.
Mike Coupe Mike Coupe was appointed to the Board of Directors as New Look’s Non-Executive Chairman in September
Chairman 2021. Prior to joining New Look, Mike held the position of CEO of J Sainsbury plc from 2014 to 2020.
He is credited for turning Sainsbury’s around, through top-level trading, marketing, and online operations,
and championed the company’s journey ahead of the competition through a complete digital transformation.
Mike also held a title of Director of COVID-19 testing at England’s Test and Trace agency from September
2020 until December 2020 and was appointed as a Non-Executive Director on the board of NHS England in
January 2021.
C O R E
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GOVERNANCE DISCLOSURE METRICS CONTINUED
G1 BOARD COMPOSITION CONTINUED
G1.3 Board independence continued
Helen Connolly Helen was appointed to the Board of Directors in June 2022 when she took up the role of Chief Executive
Chief Executive Officer Officer. Helen joined New Look as Chief Commercial Officer in January 2020. From 2016 to 2019, she was
the CEO of Bonmarché, and prior to that, held senior roles at George at Asda including Buying & Brand
Director, Category Director for Buying & Design and Buying Manager of Womenswear. Previously, she was
Head of Buying at Dorothy Perkins and Head of Sourcing for Womenswear, and Girlswear
Richard Collyer Richard Collyer was appointed to the Board of Directors in December 2016 when he took up the role of
Chief Financial Officer Chief Financial Officer. Richard first joined New Look in 2009 and has held a number of senior roles at
New Look including Group Finance Director and Managing Director for Mim. Prior to joining New Look,
Richard worked at PricewaterhouseCoopers in both Audit and Transactions.
Stuart MacKenzie Stuart was appointed to the Board as Non-Executive Director in March 2020. Stuart is a Partner and a
Non-Executive Director member of TRG’s Executive Committee. Prior to joining TRG in April 2023, Stuart was the Chief Executive
Officer for Ethos Private Equity, which was acquired by TRG. Stuart has been employed by Ethos since
1998 and became the CEO in 2014. Prior to taking on the role of CEO of the Firm, Stuart was responsible
for the origination, execution oversight and realisations of numerous portfolio companies. Prior to joining
Ethos, Stuart spent two years at JP Morgan Chase Bank NA. Stuart is a Chartered Accountant, CA(SA).
Laurence Raven Laurence was appointed to the Board as Non-Executive Director in November 2020. Laurence is a
Non-Executive Director Managing Director at Alcentra, having joined in 2008. Prior to joining Alcentra, Laurence worked for
Merrill Lynch.
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GOVERNANCE DISCLOSURE METRICS CONTINUED
G2 Other
REMUNERATION Metric Unit frameworks Rationale
G2.1 How the remuneration policies Description GRI 2-19 The incentives provided to board members
Remuneration for board members and senior and senior executives, and the manner in
ESRS G1-6
practices executives relate to their which they are structured, can significantly
objectives and performance reinforce or impede long-term value
in relation to delivery of the creation. Importantly, this disclosure
organisation’s strategy and requires the reporting organisation to
management of its impacts on explicitly address how its approach to
people, the environment and remuneration relates to the organisation’s
the economy, noting the split economic, environmental and social
between fixed pay and variable objectives.
pay, and with variable pay
split into short- and long-term
incentives.
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The remuneration of Senior Employees (as defined by Remuneration Committee Terms of Reference) requires Remuneration Committee approval. For various appointment and removals, Board or shareholder approval may be required.

The remuneration of senior employees who receive a basic annual salary over £135 000 requires Remuneration Committee approval under the Shareholders’ Agreement. Board approval is required to appoint or remove any employee with a salary of more than £200 000. Board and Shareholder approval is required to appoint or remove any non-executive director, including the Chairman, the CEO or CFO. Board approval is required for any bonus schemes and share incentive schemes.

Remuneration is benchmarked against the retail industry to appropriately incentivise and recruit the right talent

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GOVERNANCE DISCLOSURE METRICS CONTINUED
G3 Other
ETHICAL BEHAVIOUR Metric Unit frameworks Rationale
G3.1 Total percentage of % GRI 205-2 Corruption undermines stakeholder
Anti-corruption governance body members, Board legitimacy and trust; it is linked to
ESRS G2-5
G3.1a employees and business members misallocation of capital, environmental
partners who have received SASB 510 harm, human exploitation and unethical
training or awareness- and illegal behaviour. Anti-corruption
raising on the organisation’s training and investment in initiatives to
anti-corruption policies and improve both operating environment
procedures, broken down by and culture develop an organisation’s
employee category and region. anti-corruption capabilities. The total
number and nature of corruption incidents
are a proxy for the effectiveness of an
organisation’s overarching anti-corruption
culture and capabilities.
Central, Distribution Centre, North, South,
Retail, Support Centre and Traditional Stores: Percentage
Board Members – New Look Retailers Limited 100%
Employees 100%
Suppliers N/A
G3.1b Total number and nature # GRI 205-3
of incidents of corruption and
ESRS G2-3
confirmed during the current description
year, related to this year
and previous years, with a
description of the activities
taken to address confirmed
incidents, and of the outcomes
of these activities.
There were no incidents that occurred during 2023.
C O R E
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GOVERNANCE DISCLOSURE METRICS CONTINUED
G3 Other
ETHICAL BEHAVIOUR Metric Unit frameworks Rationale
G3.1 A description of: i) the internal # GRI 2-25
Anti-corruption continued and external grievance and
GRI 2-
G3.1c mechanisms (including description
whistle-blowing facilities) for GRI 205-3
reporting concerns about
unethical or unlawful behaviour ESRS G2-6
and lack of organisational ESRS G2-7
integrity; ii) mechanisms for
seeking advice about ethical SASB 510
and lawful behaviour and
organisational integrity; and
iii) the extent to which these
various mechanisms have
been used, and the outcomes
of processes using these
mechanisms.
C O R E
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Concerns relating to potential bribery offence, modern slavery issue or potential tax evasion can be reported by employees, contractors, agency workers, consultants, suppliers or anyone working with or acting on behalf of New Look, anywhere in the world. Concerns can be reported in a number of ways: 1) to a third party hotline via the online portal 2) by the confidential telephone line which is advertised within New Look, or 3) to a line manager directly, or to anyone in the company who has legal or internal responsibility for the matter under concern.

Anyone working in the stores, Distribution Centre (DC) or support centres with concerns can report any concerns in line with the above procedures mentioned.

98 Brait | Integrated Annual Report 2024

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SOCIAL DISCLOSURE METRICS
S1 Other
LABOUR STANDARDS Metric Unit frameworks Rationale
S1.1 Percentage of employees % GRI 405-1 Organisations with higher levels of diversity,
Diversity and inclusion per employee category workforce particularly within executive teams, are
SASB 330
S1.1a by race, gender, age by generally better able to innovate, attract top
group (under 30, 30 to 50, category talent, improve their customer orientation,
over 50), and where enhance employee satisfaction, access more
relevant other diversity wide-ranging networks, and secure their
indicators. licence to operate.
Percentage
Male employees 14%
Female employees 86%
S1.4 Describe how the Description GRI 407 The right to freedom of association
Freedom of Association organisation manages and collective bargaining are not only
ESRS-S1-2
and Collective Bargaining freedom of association internationally recognised as fundamental
and collective bargaining, rights of employees, but are also useful tools
noting any policy or for organisations and employees to engage,
policies considered build trust, and negotiate solutions when
likely to affect workers’ potential conflicts arise.
decisions to form or join
a trade union, to bargain
collectively or to engage in
trade union activities.
C O R E
C O R E
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At present New Look does not have any recognition agreements in place with trade unions, nor does New Look engage in collective bargaining.

Integrated Annual Report 2024 | Brait 99

12

Annexure 2: New Look continued

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SOCIAL DISCLOSURE METRICS CONTINUED
S2
COMMUNITY Other
DEVELOPMENT Metric Unit frameworks Rationale
S2.2 Describe the employee Description GRI 404-2 Building human capital to secure a motivated,
Skills for the future and external skills productive and skilled workforce is a key
SASB 101
development programmes priority for organisations. When firms fail
aimed at developing skills to invest in training, education, skilling and
that increase the recipient’s reskilling of their employees, it can affect their
future mobility, career business performance, reputation and ability
development, and/or to attract talented workforce. It can also lead
income earning potential. to higher operating costs related to recruiting,
developing and retaining employees.
New Look has a clear talent development strategy from onboarding to career paths to talent development programmes to senior
leadership development. Central to the New Look talent development strategy is digital learning, enabling 24/7 learning for all. New Look’s
Learning Xperience Platform (LXP) houses an extensive digital content library plus New Look’s structured blended learning programmes
and digital learning campaigns.
New colleagues are inducted into New Look through a digital, structured learning programme which is supported by local onboarding
programmes in Support Centre (SC), Retail and the DC. There are various management and leadership programmes run within the
business.
S2.4b Description of significant Description GRI 203-2
identified indirect with #
GRI 204-1
economic impacts of the and
organisation, including for spend GRI 413-1
example: number of jobs where
supported in supply or relevant GRI 413-2
distribution chain; number SASB 210
of suppliers/enterprises
supported from defined
vulnerable groups; nature
of economic development
in areas of high poverty;
availability of products
and services for those on
low incomes or previously
disadvantaged; enhanced
skills and knowledge in a
professional community or
geographic location.
C O R E
C O R E
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New Look currently source our products through 130 suppliers, (the Top 10 Suppliers produce 80% of our products), working with 473 factories across 20 countries. Tier 1 factories manufacture products and those beyond Tier 1 include a mix of spinning mills, knitting sites, dye houses and processing facilities working with the listed manufacturing sites. Through production New Look indirectly works with over 400 000 workers with the largest proportion in Bangladesh, Turkey, China, Pakistan and India.

100 Brait | Integrated Annual Report 2024

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SOCIAL DISCLOSURE METRICS CONTINUED
S4
CUSTOMER Other
RESPONSIBILITY Metric Unit frameworks Rationale
S4.1 Description of products Description GRI 416-1 Disclosure should demonstrate how well an
High risk products and services that present organisation manages the potential impact
GRI 417-1
and services specific risks to individuals, of its products or services on customers,
S4.1a communities, or the SASB 250 its exposure to product recalls, and the
environment; an outline of strength of organisation policies, practices and
SASB 0
the nature of these risks, procedures regarding supply chain, sourcing,
and the measures taken to SASB 270 and manufacturing compliance. Potential
mitigate these. areas of concern include (but are not limited
to) products and services associated with
S4.1b Number and nature of any # GRI 416-2 gambling, alcohol, tobacco, food and nutrition,
product recalls. and GRI 417-2 medicines, breast milk substitutes, consumer
description finance, and retailing of processed foods and
SASB 270 alcohol.
Number
Product recalls in the last year (relating to various quality matters) 10
S4.3 A description of the Description GRI 418-1 With the world becoming increasingly
Consumer data mechanisms and steps digitised, and with many organisations
SASB 230
and privacy taken to ensure privacy of having significant access to potentially
S4.3a consumer data. sensitive data on customers, clients and/ or
consumers, there is a heightened need to
safeguard consumers’ rights of privacy by
limiting the types of information gathered
and the ways in which such information is
obtained, used and secured. Increasing use
of electronic communication (including for
financial transactions), as well as growth in
large-scale databases, raise concerns about
how consumer privacy can be protected,
particularly with regard to personally
identifiable information.
The consumer data New Look holds is safeguarded through a variety of security measures such as authentication, firewalls, identity and
access management, encryption etc.
C O R E
C O R E
C O R E
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Integrated Annual Report 2024 | Brait 101

12 Annexure 2: New Look continued

ENVIRONMENTAL DISCLOSURE METRICS

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E1 Other
CLIMATE CHANGE Metric Unit frameworks Rationale
E1.1 Absolute gross greenhouse Metric IFRS S2 GHG emissions cause climate change,
GHG Emissions gas emissions expressed tonnes which is expected to have increasingly
GRI 305:1-3
E1.1a as metric tonnes of CO2 of carbon significant economic, environmental, and
equivalent and measured dioxide ESRS E1-7 social impacts. As a result, GHGs are a
in accordance with the equivalent key focus area for policy, regulatory, market
Greenhouse Gas Protocol (tCO2e) ESRS E1-8 and technology responses to limit rising
for: Scope 1, Scope 2, ESRS E1-9 temperatures. Organisations with emission-
and Scope 3 emissions. intensive business models are likely to face
Scope 1 and Scope 2 ESRS E1-10 greater risks from the transition to a lower
emissions should be SASB 110 emission economy in terms of increased
disclosed separately regulatory requirements and additional capital
for (i) the consolidated TCFD expenditure. For many organisations, the most
accounting group (the significant GHG emissions are found in their
GHG Protocol
parent and its subsidiaries) supply chains, not in their own operations.
and (ii) associates, joint Reporting on Scope 3 emissions can assist in
ventures, unconsolidated identifying potential supply chain risks
subsidiaries or affiliates not in terms of exposure to the transition to a
included in (i). lower emission economy. It can also help
improve energy efficiency and cost reduction
programmes.
Metric tonnes
i) consolidated accounting group (parent and subsidiaries) of CO2e
Scope 1 948
Scope 2 9 086
Scope 3 275 449
E1.1c GHG emissions intensity MtCO2e GRI 305:1-3
for Scope 1, 2 and 3, per
ESRS E1-10
expressed as metric unit of
tonnes of CO2 equivalent output
per unit of physical or
economic output.
Metric tonnes
Metric tonnes of CO2e per million units of product produced of CO2e
Scope 1 15.47
Scope 2 148.24
Scope 3 4 493.87
C O R E
C O R E
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102

Brait | Integrated Annual Report 2024

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ENVIRONMENTAL DISCLOSURE METRICS CONTINUED
E1 Other
CLIMATE CHANGE Metric Unit frameworks Rationale
E1.2 Total energy use and MWhs GRI 302
Energy mix share of energy usage by or
ESRS E1-5
generation type noting use GJ/%
of energy from renewable by type SASB 130
non-fossil sources, (namely
wind, solar (solar thermal
and solar photovoltaic) and
geothermal energy, ambient
energy, tide, wave and other
ocean energy, hydropower,
biomass, landfill gas,
sewage treatment plant gas,
and biogas).
Energy
consumption
Energy source KwH
Source 1: National Grid – 99% renewable 81 515 179
Source 2: Stationary sources (Kℓ) 23.67
E2 Other
WATER SECURITY Metric Unit frameworks Rationale
E2.1 Total water consumption Mℓ GRI 303-5 Water is a finite resource and its consumption
Water usage from all areas, and from has implications for the environment and
ESRS-E3-4
E2.1a areas with water stress society at both local and national levels.
SASB 140 Organisations can face operational, regulatory
and reputational risks relating to water use,
while failing to manage water use efficiently
can result in additional costs. Water usage in
water-stressed areas can result in negative
societal impacts due to greater competition
over scarce resources. There is also a greater
risk of possible operational disruptions and
shutdowns.
Water consumption Kilolitres
Total water consumption 54 621
Water consumed from water stressed areas 0
C O R E
C O R E
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Integrated Annual Report 2024 | Brait 103

12

Annexure 2: New Look continued

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ENVIRONMENTAL DISCLOSURE METRICS CONTINUED
E4 Other
POLLUTION AND WASTE Metric Unit frameworks Rationale
E4.1c Waste intensity: Tonnes/R GRI 306-3 Waste is a growing concern in many
total waste per material unit or economies due to factors such as
(eg. sales revenue, unit of US$/unit urbanisation, poor regulation and standards,
production, or other). inadequate facilities, and new sources of
waste such as plastic and e-waste. Waste
management is critical for both environmental
protection and public health. Effective waste
management, which can include circular
economy principles, can reduce operational
and capital costs through improved efficiencies
and, in some case, provide new input sources.
A failure to manage waste can result in
reputational damage and increase potential
financial and legal liability costs.
Waste intensity Tonnes waste
Tonnes of water per 1 million units produced 69.58
E5
SUPPLY CHAIN Other
AND MATERIALS Metric Unit frameworks Rationale
E5.2b Percentage of materials % SASB 430 Signing up to a sustainability certification
identified in point 1 above materials standard or formalised sustainability
that are covered by a management programme can provide
sustainability certification stakeholders with a degree of confidence that
standard or formalised materials of concern within the supply chain
sustainability management are being properly addressed.
programme.
New Look follow industry wide, reputable organisations when assessing the risks of materials and chemicals in their products.
New Look continues to be aligned with the AFIRM Restricted Substances Lists for products and packaging in terms of named substances,
test methods and test limits. The company has this year become Friends of ZDHC and engaged suppliers to adopt the ZDHC MRSL and
have introduced a minimum requirement for all tier 2 facilities to have a completed Higg FEM.
C O R E
L E A D E R S H I P
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104 Brait | Integrated Annual Report 2024

13

Shareholder information

SHARE ANALYSIS

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Number of Number
Distribution of shareholders at 31 March 2024 shareholders % of shares %
Range of share ownings
1 – 1 000 6 449 66.86 1 073 205 0.08
1 001 – 10 000 1 974 20.47 7 379 771 0.56
10 001 – 100 000 885 9.18 28 353 127 2.15
100 001 – 1 000 000 218 2.26 77 313 324 5.86
More than 1 000 000 119 1.23 1 206 192 827 91.36
Total 9 645 100.00 1 320 312 254 100.00
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The analysis of share ownings above includes the underlying beneficial share owners in nominee companies.

Shareholder spread

To the best knowledge of the directors and after reasonable enquiry, as at 31 March 2024, the spread of shareholders holding more than 5% of the Company, is as follows:

Investment managers Camissa Asset Management (Pty) Ltd Allan Gray Ninety One Plc Public Investment Corporation (PIC) Mergence Investment Managers Pty Ltd	Number of shares % 141 476 189 10.72 140 574 417 10.65 132 031 225 10.00 127 252 471 9.64 94 102 055 7.13
Total	635 436 357 48.13
Benefcial owners holding Titan and affliates(1)	Number of shares % 378 445 069 28.66
Government Employees Pension Fund (GEPF)	192 631 914 14.59
Ethos Fund VII	87 606 060 6.64
Ethos Capital	75 090 910 5.69
Total	733 773 953 55.58

(1) Dr Wiese’s indirect beneficial shareholding is held through the Titan group of companies. CAP’s of Dr Wiese at 31 March 2024 held 11 745 208 shares (31 March 2023: 11 745 208). In addition, as at 31 March 2024, Dr Wiese also held 1 516 492 BIH Exchangeable Bonds and 43 Convertible Bo ~~nds~~ through the Titan group of companies.

Share analysis

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Share analysis Volume Share price
3.5 3.36
3.22
70 000 000
3.18
3.0
3.00 60 000 000
2.77 2.43 50 000 000
2.5 2.63
40 000 000
2.0 1.83 30 000 000
1.73
1.82
1.86 20 000 000
1.5
10 000 000
1.37
0
1.0
Apr 23 May 23 Jun 23 July 23 Aug 23 Sept 23 Oct 23 Nov 23 Dec 23 Jan 24 Feb 24 Mar 24
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Integrated Annual Report 2024 | Brait 105

13

Shareholder information continued

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Brait PLC share performance on the JSE Limited
for the years ended 31 March 2024 2023 2022 2021 2020
Price performance
Traded prices (South African cents per share)
– year-end closing price 137 362 435 261 375
– high 364 459 510 438 2 529
– low 113 329 240 230 274
– weighted average price per share traded 273 399 355 321 1 245
Volume performance
Number of shares in issue (’000) 1 320 312 1 320 312 1 320 312 1 319 993 1 374 084
Volume of shares traded (’000) 309 176 195 501 323 222 520 061 352 713
Number of transactions 40 960 40 304 59 164 115 071 169 034
Volume traded as percentage of shares in issue % 23 15 24 39 26
Number of shareholders (at 31 March) 9 645 10 307 10 799 10 738 9 656
Value performance
Value of shares traded
– ZAR million 843 780 1 148 1 669 4 392
Market capitalisation at 31 March
– ZAR million 1 809 4 780 5 743 3 445 5 153
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* The performance on the JSE Limited has been analysed as this is the most liquid exchange on which Brait’s shares trade.

2024 Convertible bond price (£’000)

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94
93
92 92 92 92 92 92 92
92
91
91 91 91 90
90
89
88
88
87
86
Apr 23 May 23 Jun 23 July 23 Aug 23 Sept 23 Oct 23 Nov 23 Dec 23 Jan 24 Feb 24 Mar 24
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106

Brait | Integrated Annual Report 2024

BIH Exchangeable Bonds’ performance on the JSE Limited for the year ended 31 March 2024

BIH Exchangeable bond price (R)

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1 050
1 000
1 000
939
950
895
900 880 880
900 900 900 900
850
850 850
825
800
750
700
Apr 23 May 23 Jun 23 Jul 23 Aug 23 Sept 23 Oct 23 Nov 23 Dec 23 Jan 24 Feb 24 Mar 24
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Integrated Annual Report 2024 | Brait 107

14

Financial calendar 2025 to 2026

Updated information can be found at www.brait.com or contact us at invest@brait.com

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FY2025 June FY2024 Annual results presentation
BIH FY2024 AFS publication
2024 Convertible Bond coupon payment
BIH Exchangeable Bond coupon payment
July Publication of the FY2024 Integrated Annual Report
August FY2024 Annual general meeting
November Interim FY2025 results presentation
BIH FY2025 Interim results presentation
December 2024 Convertible Bond coupon payment
BIH Exchangeable Bond coupon payment
March Financial year-end – 31 March 2025
FY2026 June FY2025 Annual results presentation
BIH FY2025 AFS publication
2024 Convertible Bond coupon payment
BIH Exchangeable Bond coupon payment
July Publication of the FY2025 Integrated Annual Report
August FY2025 Annual General Meeting
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108 Brait | Integrated Annual Report 2024

ANNUAL FINANCIAL STATEMENTS

Integrated Annual Report 2024 | Brait 109

110 Brait | Integrated Annual Report 2024

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15 Annual Financial Statements

Directors’ responsibilities and approval	112
Directors’ report	113
Independent auditor’s report
to the shareholders of Brait p.l.c.	117
Statement of fnancial position	124
Statement of comprehensive income	125
Statement of changes in equity	126
Statement of cash fows	127
Notes to the fnancial statements	128

Integrated Annual Report 2024 | Brait 111

15

Directors’ responsibilities and approval

for the year ended 31 March 2024

STATEMENT OF DIRECTORS’ RESPONSIBILITIES IN RELATION TO THE FINANCIAL STATEMENTS

The following statement, which should be read in conjunction with the auditor’s statement on their responsibilities as set out in their report on page 121, is made with a view to distinguish for Shareholders the respective responsibilities of the Directors and auditors in relation to the financial statements.

The Directors are responsible for the preparation, integrity and objectivity of the financial statements that fairly present the state of affairs of Brait PLC at the end of the financial year and the net income and cash flows for the year, and other information contained in this report.

To enable the Directors to meet these responsibilities:

• the Board sets standards for systems of internal control and accounting and information systems aimed at providing reasonable assurance that assets are safeguarded and the risk of error, fraud or loss is reduced in a cost-effective manner. These controls, contained in established policies and procedures, include the proper delegation of responsibilities and authorities within a clearly defined framework, effective accounting procedures and adequate segregation of duties; and

• the Audit and Risk Committee, together with the external auditors, play an integral role in matters relating to financial and internal control, accounting policies, reporting and disclosure. The Audit and Risk Committee is satisfied that the external auditors are independent.

• To the best of their knowledge and belief, the Directors confirm:

• the financial statements of the Company presented in this Annual Report are established in conformity with IFRS[®] Accounting Standards give a true and fair view of the assets, liabilities, financial position and loss of the Company;

• the Integrated Annual Report includes a fair review of the development and performance of the business and position of the Company, together with the description of the principal risks and uncertainties faced by the Company; and

• they are satisfied that no material breakdown in the operation of the systems of internal control and procedures has occurred during the year under review.

The Company consistently adopts appropriate and recognised accounting policies and these are supported by reasonable and prudent judgements and estimates on a consistent basis.

The Directors have no reason to believe that the Company will not be a going concern in the year ahead, based on forecasts and available cash resources. These financial statements have accordingly been prepared on that basis. The external auditors concur with this statement.

It is the responsibility of the independent external auditors to report on the financial statements. Their report to the members of the Company is set out on page 120.

APPROVAL OF FINANCIAL STATEMENTS

The Directors’ report and the financial statements, which appear on pages 124 to 153, were approved by the Board on 25 June 2024, respectively, and are signed on its behalf by:

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RA Nelson Chairman

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PG Joubert Director

112 Brait | Integrated Annual Report 2024

Directors’ report

The Board hereby reports to Shareholders on the audited financial statements for the financial year ended 31 March 2024.

Brait is an investment holding company whose ordinary shares are primary listed on the Euro MTF market of the LuxSE, with a secondary listing on the JSE. The Company’s Convertible Bonds are dual listed on the Open Market (Freiverkehr) segment of the Frankfurt Stock Exchange and the SEM. The Exchangeable Bonds, which are issued by Brait’s wholly owned subsidiary, BIH, are dual listed on the JSE and the SEM.

Through its main operating subsidiaries Brait Investment Holdings Limited (“BIH)” and Brait Mauritius Limited (“BML”), the Company’s portfolio of investments represented 92% (FY23: 79%) of Total Assets as at financial year end, comprised as follows:

• A controlling equity and shareholder funding investment in Virgin Active (67% of total assets; FY23: 53%), one of the leading international health club operators;

• Premier, a listed South African FMCG manufacturer offering branded and private label solutions. Following the oversubscribed placement of 15 million ordinary shares in March 2024, raising total gross proceeds of R900 million, (“Premier Proceeds”) Brait’s shareholding in Premier is 35.4% (FY23 :47.1%) representing 18% of total assets (FY23: 21%);

• A minority equity and shareholder funding investment in New Look (7% of total assets; FY23: 5%), a UK based multichannel fashion brand, operating in the value segment of the clothing, footwear and accessories market.

The remaining 8% of Total Assets is held in cash and receivables, largely arising from the March 2024 oversubscribed placement of Premier shares (FY23: 21% of Total Assets held in cash arising from the net proceeds received from Premier’s listing on the JSE in March 2023).

A review of the results and the operations is included in the Chairman’s Statement, with the Investment Advisor’s Report setting out a detailed discussion on the performance of each of the Company’s investments, as well as the Company’s funding position and available cash and facilities. The Integrated Annual Report sets out separate reports on Governance and Risk Management. The financial statements and accompanying notes for the year ended 31 March 2024 are set out on pages 124 to 153.

RECAPITALISATION

The stated strategy of Brait remains the monetisation of its asset base to optimise the return of capital to Shareholders. Due to the unforeseen effects of Covid on Virgin Active and New Look, in particular, the timeline to realise value from these assets has, by necessity, been extended. The December 2024 maturity of the Bonds requires a recapitalisation of the Group’s balance sheet to provide the requisite flexibility to optimise the exit window for these assets and to avoid being forced into expedient sales of Brait’s remaining three assets when market conditions are not conducive to value maximisation to Shareholders.

On 3 June 2024, Brait announced the terms of its inter-conditional recapitalisation transaction (“Recapitalisation”) which includes:

• the 3-year extension of the maturities of the Bonds to December 2027, for which irrevocable undertakings of support from holders in excess of the required thresholds has been obtained to give effect to the respective amendments which will take effect in July 2024, combined with the partial R900 million repayment funded from the placement of 15 million Premier shares in March 2024;

• a fully underwritten Rights Offer of R1.5 billion, for which irrevocable undertakings of support in excess of the required thresholds have been obtained from Shareholders as at the date of publishing these FY24 audited results, to vote in favour of the required ordinary resolutions at the requisite Shareholder meetings scheduled for July 2024, thereby facilitating the amendments to the Bonds with the proceeds retained by Brait for general working capital purposes, potential investment in existing portfolio companies and/or repayment of Group debt over time; and

• the 3-year extension to March 2028, with facility limit increased from R0.6 billion to R1 billion, for the BML RCF, for which the lending banks have signed a credit approved term sheet.

The Recapitalisation meaningfully reduces the Group’s debt and strengthens the Brait balance sheet providing runway for all stakeholders to benefit from the continued recovery in Virgin Active and New Look and the growth in Premier and gives Brait the ability to choose the earliest optimal exit window for each asset, providing increased flexibility to redeem the Bonds, which may allow for the return of capital to stakeholders in the event of an earlier exit of the asset base.

Integrated Annual Report 2024 | Brait 113

15

Directors’ report continued

FINANCIAL OVERVIEW AND PERFORMANCE OF THE INVESTMENT PORTFOLIO

The Company’s reported NAV per share at 31 March 2024 is R6.52 compared to R7.06 at 31 March 2023, representing an 8% decrease. In terms of current year performance for the Company’s portfolio of active investments:

• Virgin Active’s strong performance and operational turnaround has continued across the territories:

• º Membership growth and yield increases across the portfolio have driven revenue growth and profitability with a ‘run rate EBITDA’ as at 31 March 2024 of c.£80 million, up from £33 million as at 30 September 2023.

• º The International business has continued to outperform whilst operational changes and club investment in South Africa have resulted in membership growth and yield enhancement.

• º A new Vitality contract was recently signed and a term sheet has been agreed for the extension of the VASA debt facilities to December 2027.

• Premier continued its operational outperformance in the financial year to 31 March 2024:

• º EBITDA grew 19% to R2.1 billion due to strong growth in all of the operating units driven by efficiencies, margin management and service level excellence.

• º Premier continued to invest in its asset base with capex at 3.4% of revenue (FY23: 2.6%), whilst increasing Return on Invested Capital to 22.4% (FY23: 19.1%).

• º Strong cash flow for the year ahead of expectations resulting in the leverage ratio decreasing to 0.9x (FY23: 1.7x).

• º A maiden dividend of R2.20 per share was declared in line with its stated policy at listing.

• New Look:

• º Delivered a credible performance in its financial period ended 30 March 2024 despite continued competitive dynamics in the UK retail market.

• º Maintained profitability which reflects management’s focus on gross margin retention, tight cost control and overall business optimisation and efficiencies.

STRATEGY AND RECENT DISPOSALS

In line with the Board’s stated strategy focused on maximising value through the realisation or unbundling of assets to Shareholders, Brait raised R900 million from the oversubscribed placement of Premier shares in March 2024, which will be used for the partial repayment of the Bonds as described above.

FUNDING POSITION

• The R3.6 billion proceeds Brait received from Premier’s 24 March 2023 listing on the JSE were applied during FY24 as follows:

• º In April 2023, settlement of the outstanding amount of R2.1 billion on the BML RCF; and

• º During May 2023, Brait followed its pro rata £33.8 million (R756 million) equity subscription into Virgin Active’s GBP50 million equity rights offer to fund growth initiatives.

• º In November 2023 and February 2024, Virgin Active shareholders injected a combined £35 million of the £60 million Convertible Preference Share Facility (Brait’s share £4.0 million of £6.9 million commitment) to drive growth initiatives.

• Following its repayment, the BML RCF, was amended to a facility commitment of R594 million and its term extended to 31 March 2025, interest at JIBAR plus 290bps and a 1% commitment fee.

• As at 31 March 2024, the drawn balance on the BML RCF was R0.1 billion, resulting in available liquidity at reporting date, including cash balances, amounting to R1.5 billion.

• Brait is in compliance with all covenants at reporting date.

Subsequent to the reporting date, as set out above, Brait has signed a credit approved term sheet with its Lenders (RMB and Standard Bank) and is in the process of concluding the requisite legal agreements to amend the BML RCF facility limit to R1.0 billion and extend its tenure from 31 March 2025 to 31 March 2028. The interest margin on the amended facility will be the three-month JIBAR plus a variable margin between 2.9% and 3.7% (depending on pledged security levels), and a 1.1% commitment fee will apply.

114 Brait | Integrated Annual Report 2024

GOVERNANCE MATTERS

• To align the interests of the Company, Shareholders and the Investment Advisor in delivering Brait’s strategy of monetisation of the asset base to optimise the return of capital to Shareholders, the Board has agreed the following amendments with the Investment Advisor as a result of the Recapitalisation:

• º The Advisory Agreement service fee of R50 million approved for FY25 (FY24: R65 million) will apply annually, subject to a three month notice period, until such time the Board, at its discretion, considers Brait’s remaining investment portfolio to be substantially realised or unbundled to Shareholders. Thereafter, to conclude Brait’s winding up a revised service fee of R1.5 million per month will take effect from the start of the following quarter;

• º The discontinuation of the annual short-term incentive (“STI”) together with the five-year structured Long Term Incentive Plan (“LTIP”) that was approved by Shareholders in October 2020; and

• º A new incentive mechanism, capped, at the Board’s discretion at R50 million (the equivalent of one year’s management fee), and which is based on sharing value uplift of the growth in market capitalisation on a diminishing scale from 1.50% to 1.10% as Brait’s market capitalisation increases, referenced to a starting market capitalisation of R3.6 billion (reference share price of R1.80 applied to 2.006 billion shares in issue, which assumes the BIH Exchangeable Bonds have been exchanged into 686.2 million Shares). The parameters will be adjusted for corporate events such as the declaration of ordinary and special dividends, share buybacks, rights issues and asset unbundlings. Once the quantum of the incentive has been determined by the Board, such amount will be cash settled by BML. At 31 March 2024, no value has been ascribed to this incentive.

OUTLOOK

Since the February 2020 change in strategy to monetise its asset base to optimise the return of capital to its Shareholders, Brait has realised cumulative disposal proceeds of R9.1 billion, which has mostly been applied to repaying the BML RCF. This strategy has not changed. The 3-year extensions to the maturities of the Bonds in terms of the Recapitalisation provide runway for all stakeholders to benefit from the continued recovery in Virgin Active and New Look in addition to the growth in Premier, which also provides Brait with the optionality to choose the earliest optimal exit window for each asset.

DIVIDEND POLICY

Brait’s ability to return capital to Shareholders pursuant to its monetisation strategy will depend upon its receiving realisations on loans and investments, dividends, other distributions or payments from its portfolio companies (which are under no obligation to pay dividends or make any other distributions to Brait). In addition, Brait’s ability to pay any dividends will depend upon distribution allowances under the terms of the BML RCF.

To the extent that surplus cash becomes available at a future date for distribution, the Board will consider the potential for the distribution of such surplus cash by way of special dividend. Pursuant to the terms of the Convertible Bonds, before Brait is able to pay a special dividend to Shareholders, it will have to first make an offer to the holders of the Convertible Bonds to tender for repurchase an aggregate principal amount of the Convertible Bonds for an amount equal to such proposed special dividend at a price per Convertible Bond equal to its principal amount together with accrued interest. Prior to the offer to the holders of the Convertible Bonds, Brait will have to make an offer to the holders of the BIH Exchangeable Bonds to redeem the BIH Exchangeable Bonds.

UNISSUED SECURITIES

The Notice of the FY24 AGM included in the Shareholder Communication section of the Integrated Annual Report (“FY24 AGM Notice”) includes an ordinary resolution to renew the authority to place the unissued ordinary shares of the Company under the control of the Board in terms of the provisions of the Company’s Constitution (“Constitution”). In terms of the authority given by Shareholders at the FY23 AGM, which expires upon the lapse of fifteen months from the 7 August 2023 date the AGM was held, the Board is limited to issuing unissued securities, whether for cash or otherwise, to 10% of the Company’s issued ordinary share capital.

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Directors’ report continued

RENEWAL OF AUTHORITY FOR THE REPURCHASE OF SECURITIES

The conditions relating to the repurchase by the Company of its own securities are governed by the Constitution of the Company, the Mauritius Companies Act 2001 and the Mauritius Securities Act 2005. The Board will seek such authority from the Shareholders in a general meeting.

Currently, the Board has received the authority, by special resolution of the Shareholders at the last AGM, to acquire up to 10% of the issued shares of the Company, until 31 October 2024 or, if sooner, at the end of the AGM of the Company to be held in 2024.

On the basis this authority is renewed by Shareholders, the Board will be required, in accordance with the Mauritius Companies Act 2001 and the Mauritius Securities Act 2005, to first announce to the market the terms of a new buyback programme before acquiring any issued shares of the Company under this authority.

DIRECTORS’ INTERESTS IN BRAIT ORDINARY SHARES

According to information available to the Company, after reasonable enquiry, the aggregate interests of the Directors at the date of this report, including the holdings of ordinary shares and share entitlements, are detailed in the Governance Report in the Integrated Annual Report.

INSURANCE AND DIRECTORS’ INDEMNITY

The Company maintains a comprehensive insurance programme, providing cover under professional indemnity as well as directors’ and officers’ liability.

DIRECTORS’ EMOLUMENTS

An analysis of the Board’s remuneration is disclosed in the Remuneration and Nominations Committee section in the Integrated Annual Report on page 54.

DIRECTORS’ INTEREST IN CONTRACTS

Brait maintains a register of directors’ interests. Other than as disclosed in the financial statements, during the financial year no contracts were entered into in which Directors of the Company had an interest and which significantly affected the business of the Company.

CORPORATE GOVERNANCE

Full details regarding the Company’s commitment to, and its compliance with, appropriate international corporate governance practices are set out in the Integrated Annual Report.

AUDITORS

PricewaterhouseCoopers have expressed their willingness to continue in office subject to the completion of engagement acceptance and continuance processes. The Resolution pertaining to the appointment of the Company’s auditors and authorising the Audit and Risk Committee to set their remuneration is included in the FY24 AGM Notice.

Approved by the Board and signed on its behalf on 25 June 2024 by:

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RA Nelson Chairman

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G Joubert Director

116 Brait | Integrated Annual Report 2024

Independent auditor’s report

to the shareholders of Brait p.l.c.

Report on the Audit of the Financial Statements of the Company standing alone

OUR OPINION

In our opinion, the financial statements give a true and fair view of the financial position of Brait p.l.c. (the “Company”) standing alone as at 31 March 2024, and of its financial performance and its cash flows for the year then ended in accordance with IFRS Accounting Standards and in compliance with the Mauritian Companies Act 2001.

What we have audited

The financial statements of Brait p.l.c. set out on pages 124 to 153 comprise:

• the statement of financial position as at 31 March 2024;

• the statement of comprehensive income for the year then ended;

• the statement of changes in equity for the year then ended;

• the statement of cash flows for the year then ended; and

• the notes to the financial statements, which include material accounting policies and other explanatory information

BASIS FOR OPINION

We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the “Auditor’s Responsibilities for the Audit of the Financial Statements” section of our report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Independence

We are independent of the Company in accordance with the International Code of Ethics for Professional Accountants (including International Independence Standards) issued by the International Ethics Standards Board for Accountants (the “IESBA Code”). We have fulfilled our other ethical responsibilities in accordance with the IESBA Code.

Integrated Annual Report 2024 | Brait 117

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Independent auditor’s report continued

to the shareholders of Brait p.l.c.

Report on the Audit of the Financial Statements of the Company standing alone continued

KEY AUDIT MATTERS

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key audit matter

How our audit addressed the key audit matter

Valuation of unlisted investments

The Company’s shareholding in unlisted investments of R9.4 billion represents a substantial portion of its total assets. The valuation of the Company’s unlisted investment portfolio was considered to be a matter of most significance to our current year audit due to the degree of estimation and judgment applied in determining the value of unlisted investments.

The Company has utilized the maintainable earnings multiple model as its primary valuation technique to value its unlisted investment portfolio. Maintainable earnings are determined with reference to prior year audited EBITDA per portfolio company and to forecasts for future periods after adjusting both for nonrecurring income/expenditure or abnormal economic conditions if applicable. If the forecasts are higher than the prior year earnings, as the year progresses the weighting is increased towards the portfolio company’s forecast. If the forecasts are lower, they will usually be used as the maintainable earnings for valuation purposes.

In our assessment of the Company’s determination of the fair value of unlisted investments, we assessed the assumptions and inputs used in the respective valuations.

Our audit procedures included the following:

• We evaluated the design and implementation of key controls over the Company’s investment valuation process;

• We assessed whether the final valuations of unlisted portfolio companies, and related inputs used in their determination were appropriately approved by the Board of Directors, through our attendance of the Group Audit and Risk Committee meetings;

• We obtained an understanding of the methodology used and found that the Company’s primary valuation technique is aligned with appropriate industry guidance (International Private Equity and Venture Capital Valuation Guidelines);

118 Brait | Integrated Annual Report 2024

Report on the Audit of the Financial Statements of the Company standing alone continued

Key audit matter How our audit addressed the key audit matter

The model is dependent on the identification of an Enterprise Value (EV)/EBITDA multiple for each portfolio company which is derived from the latest available financial information from an appropriate group of comparable quoted companies and adjusted for points of difference.

Further detail on the Company’s fair value measurement policy is disclosed within note 1.7.3 of the financial statements and the valuation assumptions and disclosures of material unlisted investments are included in note 3 and note 17.4 of the financial statements.

• We performed an independent analysis and identification of appropriate comparable companies for each unlisted portfolio investment, and evaluated the consistency of the peer group used by the directors;

• We performed an independent assessment of the inputs used in the EV/EBITDA multiple determined for each unlisted portfolio investment, including a calculation of the fair value of equity and debt and comparative peer EBITDA values derived from independent third-party sources. We focused on this area since the outputs of these valuation models are highly sensitive to changes in inputs, which are inherently judgmental in nature;

• We assessed the application of the methodology applied in the determination of blended EBITDA for non-coterminous portfolio company year-ends, by performing an independent analysis on the directors’ assessment by using results as at 31 March 2024 obtained from third party sources;

• We performed a sensitivity analysis of the valuations to changes in key inputs; and

• We tested the mathematical accuracy of the underlying valuation calculations.

Integrated Annual Report 2024 | Brait 119

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Independent auditor’s report continued

to the shareholders of Brait p.l.c.

Report on the Audit of the Financial Statements of the Company standing alone continued

OTHER INFORMATION

The directors are responsible for the other information. The other information comprises the information included in the document titled “Annual Financial Statements” but does not include the financial statements and our auditor’s report thereon, which we have obtained prior to the date of this auditor’s report, and the “Brait 2024 Integrated Annual Report for the year ended 31 March 2024”, which is expected to be made available to us after that date.

Our opinion on the financial statements does not cover the other information and we do not and will not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

If, based on the work we have performed on the other information that we obtained prior to the date of this auditor’s report, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

When we read the “Brait 2024 Integrated Annual Report for the year ended 31 March 2024” which have not been made available to us prior to the date of this auditor’s report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance.

RESPONSIBILITIES OF THE DIRECTORS FOR THE FINANCIAL STATEMENTS

The directors are responsible for the preparation and fair presentation of the financial statements in accordance with IFRS Accounting Standards and in compliance with the Mauritian Companies Act 2001, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.

The directors are responsible for overseeing the financial reporting process.

120 Brait | Integrated Annual Report 2024

Report on the Audit of the Financial Statements of the Company standing alone continued

AUDITOR’S RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL STATEMENTS

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with ISAs, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.

• Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Integrated Annual Report 2024 | Brait 121

15

Independent auditor’s report continued

to the shareholders of Brait p.l.c.

Report on the Audit of the Financial Statements of the Company standing alone continued

AUDITOR’S RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL STATEMENTS CONTINUED

We communicate with the directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide the directors with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied.

From the matters communicated with the directors, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

Mauritian Companies Act 2001

The Mauritian Companies Act 2001 requires that in carrying out our audit we consider and report to you on the following matters. We confirm that:

• (a) we have no relationship with or interests in the Company or any of its subsidiaries other than in our capacity as auditor and tax advisor of the Company and some of its subsidiaries;

• (b) we have obtained all the information and explanations we have required; and

• (c) in our opinion, proper accounting records have been kept by the Company as far as appears from our examination of those records.

122 Brait | Integrated Annual Report 2024

Report on Other Legal and Regulatory Requirements continued

OTHER MATTER

This report, including the opinion, has been prepared for and only for the Company’s shareholders, as a body, in accordance with Section 205 of the Mauritian Companies Act 2001 and for no other purpose. We do not, in giving this opinion, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.

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25 June 2024

Integrated Annual Report 2024 | Brait 123

15

Statement of financial position

as at 31 March 2024

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Audited Audited
31 March 31 March
2024 2023
Notes R’m R’m
ASSETS
Non-current assets 12 204 12 535
Investments 3 12 204 12 535
Current assets 2 1
Cash and cash equivalents 4 2 1
Total assets 12 206 12 536
EQUITY AND LIABILITIES
Ordinary shareholders equity and reserves 2 8 609 9 325
Stated capital 5 12 190 12 190
Foreign currency translation reserve 6 901 7 446
Reserve for BIH Exchangeable Bonds 675 675
Reserve for Convertible Bonds 361 361
Retained earnings (11 518) (11 347)
Non-current liabilities – 3 125
Convertible Bonds 6 – 3 125
Current liabilities 3 597 86
Convertible Bonds 6 3 504 –
Accounts payable and other liabilities 7 93 86
Total equity and liabilities 12 206 12 536
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124 Brait | Integrated Annual Report 2024

Statement of comprehensive income

for the year ended 31 March 2024

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Audited Audited
31 March 31 March
2024 2023
Notes R’m R’m
Investment valuation gain/(loss) 8 206 (603)
Operating expenses 10 (46) (45)
Operating profit/(loss) 160 (648)
Finance costs 11 (331) (280)
Loss for the year (171) (928)
Other comprehensive loss
Item that may be subsequently reclassified to profit or loss
Translation adjustments (545) (800)
Total comprehensive loss for the year (716) (1 728)
Loss per share (cents) – basic and diluted 12 (13) (70)
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15

Statement of changes in equity

for the year ended 31 March 2024

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Total Foreign
equity currency Exchangeable Convertible
and Retained translation Bond Bond Stated
reserves earnings reserve reserve reserve capital
R’m R’m R’m R’m R’m R’m
Ordinary shareholders balance at
31 March 2022 11 053 (10 419) 8 246 675 361 12 190
Translation adjustments (800) – (800) – – –
Loss for the year (928) (928) – – – –
Ordinary shareholders balance at
31 March 2023 9 325 (11 347) 7 446 675 361 12 190
– – – –
Translation adjustments (545) (545)
– – – –
Loss for the year (171) (171)
Ordinary shareholders balance at
31 March 2024 8 609 (11 518) 6 901 675 361 12 190
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126 Brait | Integrated Annual Report 2024

Statement of cash flows

for the year ended 31 March 2024

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Audited Audited
31 March 31 March
2024 2023
Notes R’m R’m
Cash flows from operating activities:
Operating expenses paid (32) (30)
Administration fee paid to subsidiary BML (14) (11)
Net cash used from operating activities (46) (41)
Drawdown on loan from subsidiary 13 274 245
Convertible Bonds: coupon payments (209) (205)
Net cash generated from financing activities 65 40
Net increase/(decrease) in cash and cash equivalents 19 (1)
–
Effects of exchange rate changes on cash and cash equivalents (18)
Cash and cash equivalents at beginning of year 1 2
Cash and cash equivalents at end of year 4 2 1
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Integrated Annual Report 2024 | Brait 127

Notes to the financial statements

15

for the year ended 31 March 2024

1. MATERIAL ACCOUNTING POLICIES

1.1 Basis for preparation

The financial statements are prepared in accordance with IFRS[®] Accounting Standards on the going concern principle, using the historical cost basis, except where otherwise indicated. The accounting policies and methods of computation are consistent with those applied for the year ended 31 March 2023. The Group has only one operating segment being that of an investment holding company.

In accordance with IFRS10, given the investment entity status of wholly owned subsidiary Brait Investment Holdings Limited (“BIH”), the Company is exempted from producing consolidated financial statements.

The Company’s financial statements are prepared using SA Rand (R/ZAR) as its presentation currency. The holding company, Brait PLC, and its main wholly owned subsidiaries, BIH and Brait Mauritius Limited (“BML”), use Pound Sterling as their functional currency.

The financial statements have been prepared using the following exchange rates:

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2024 2023
Closing Average Closing Average
GBP/ZAR 23.8600 23.5406 21.9162 20.4653
USD/ZAR 18.8919 18.7332 17.7153 17.0039
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Segmental reporting

The Company has only one operating segment being that of an investment holding company. All segment information can be obtained through inspection of the financial statements.

1.2 Convertible and Exchangeable Bonds

Convertible bonds issued by the Company are convertible into Brait ordinary shares by bondholders in terms of their conversion rights in accordance with the terms and conditions of the Convertible Bonds. Convertible Bonds are accounted for as compound financial instruments. The liability component is initially recognised as the present value of the future coupon and principal payments. The discount rate used for this calculation is the market rate, on the date the Convertible Bonds are issued, for similar liabilities that do not have the equity conversion component (vanilla bonds). The equity component represents the excess of the proceeds received on issuance, less the value of the liability component recognised for each of the instruments respectively.

Subsequent to its initial recognition, the liability component is measured at amortised cost using the effective interest rate method.

The Exchangeable Bonds issued by BIH are exchangeable into Brait ordinary shares at the holder’s election, which results in an equity reserve at a Brait level as Brait will settle the bond in a fixed number of its own shares.

The conversion and exchange options classified as equity (Convertible Bonds reserve and BIH Exchangeable Bonds reserve) will remain in equity until the conversion/exchange options are exercised for each bond respectively, in which case, the balance recognised in the reserve will be transferred to stated capital. Should the conversion/exchange options remain unexercised at maturity date, or the Convertible and Exchangeable Bonds are repurchased by the Company, the balance recognised in the relevant reserve will be transferred to retained earnings. No gain or loss is recognised in the statement of comprehensive income on conversion/exchange or expiry of the conversion/exchange options.

128 Brait | Integrated Annual Report 2024

1. MATERIAL ACCOUNTING POLICIES CONTINUED

1.3 Investment Entity status of BIH

According to IFRS10 Consolidated Financial Statements an investment entity is an entity that:

• Obtains funds from one or more investors for the purpose of providing those investors with investment management services;

• Commits to its investors that its business purpose is to invest funds solely for returns from capital appreciation, investment income, or both; and

• Measures and evaluates the performance of substantially all its investments on a fair value basis.

IFRS10 lists typical characteristics of an investment entity as i) it has more than one investment, ii) it has more than one investor, iii) it has investors that are not related parties of the entity, and iv) it has ownership interests in the form of equity or similar interests. The Company strongly demonstrates these characteristics.

The issuance of the BIH Exchangeable Bonds during FY22 resulted in BIH’s classification changing to that of an Investment Entity. In terms of IFRS10, the Company is exceedingly exempted from producing consolidated financial statements.

1.4 Translation of financial statements of entities into the presentation currencies

The Company uses Pound Sterling as its functional currency. The directors have considered the following in determining the appropriate functional currency for the Company:

• The Company’s largest asset is its Investment in BIH, an entity that uses Pound Sterling as its functional currency;

• The mainly Pound-denominated investment portfolio held by BML (Virgin Active and New Look) is the primary driver of value for BIH as an investor; and

• The Pound-denomination of the Convertible Bonds.

As stated above, the Company’s financial statements are prepared using the SA Rand (R/ZAR) as its presentation currency. Assets and liabilities are translated into the Company’s presentation currency of SA Rand at closing exchange rates. Capital and reserves are translated at historical rates. Income statement items are translated at the average exchange rates or at actual rates where possible for the period. On disposal, such translation differences are recognised in the statement of comprehensive income as part of the gain or loss on disposal.

1.5 Revenue recognition

1.5.1 Investment valuation gain/(loss)

Investment valuation gain/(loss) is recognised as earned/(incurred). This relates to the fair value changes on the Company’s investments in the functional currency of the entity holding the investments.

The fair value is determined per IFRS13 Fair Value Measurement.

1.5.2 Interest income

Interest income is calculated by applying the effective interest rate to the gross carrying amount of a financial asset except for financial assets that subsequently become credit-impaired. Interest income includes interest accrued on amortised cost shareholder funding. For credit-impaired financial assets, the effective interest rate is applied to the net carrying amount of the financial asset (after deduction of the loss allowance).

Integrated Annual Report 2024 | Brait 129

15

continued Notes to the financial statements

for the year ended 31 March 2024

1. MATERIAL ACCOUNTING POLICIES CONTINUED 1.6 Taxation

Taxation comprises income tax and withholding taxes on foreign income earned.

Income tax for the year comprises current and deferred tax. Current income tax is the expected tax payable on the taxable income for the year generated in each of the jurisdictions in which the Company has operations, using respective tax rates enacted at the statement of financial position date, and any adjustments to tax payable in respect of previous years.

Deferred tax is provided for on the comprehensive basis, using the statement of financial position liability method for all temporary differences arising between the tax bases of assets and liabilities and their carrying values for financial reporting purposes, using tax rates substantially enacted at the statement of financial position date. Deferred tax assets are recognised to the extent that it is probable that future taxable profit will be available against which the unused tax losses can be utilised.

The Company may incur withholding taxes imposed by certain countries on investment income and capital gains. Such income or gains are recorded gross of withholding taxes in the statement of comprehensive income. Withholding taxes are included in tax expense in the statement of comprehensive income.

1.7 Financial instruments

Financial instruments include all financial assets, financial liabilities and equity instruments including derivative instruments.

Financial assets and financial liabilities are recognised on the statement of financial position when the Company becomes party to the contractual provisions of the instrument. All transactions, including regular way purchases and sales, are recognised at fair value on trade date.

1.7.1 Classification

Financial instruments are measured in terms of IFRS9 and the financial instruments are classified into the following categories:

• Financial assets designated at FVTPL – Investments;

• Financial assets at amortised cost – Cash and cash equivalents; or

• Financial liabilities at amortised cost – convertible bonds and accounts payable.

The classification of financial assets is on the basis of the business model for managing the financial assets with the objective to hold financial assets in order to collect contractual cash flows or hold to collect contractual cash flows and selling the financial assets. In the case of debt instruments, an assessment of the instrument’s contractual term was performed to determine whether the terms give rise on specified dates to cash flows that are solely payments of principal and interest (referred to as SPPI) of the principal amount outstanding and whether there is an accounting mismatch.

Accruals and other payables have been reclassified into a single line item within Accounts payables.

1.7.2 Effective interest method (applicable to debt instruments)

The effective interest method is a method of calculating the amortised cost of a financial asset/liability and of allocating interest income over the relevant period.

The effective interest rate is the rate that exactly discounts estimated future cash receipts/payments (including all fees paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial asset/liability or a shorter period where appropriate.

Interest income/expense is recognised on an effective interest basis for instruments other than those designated as FVTPL.

130 Brait | Integrated Annual Report 2024

1. MATERIAL ACCOUNTING POLICIES CONTINUED

1.7 Financial instruments continued

1.7.3 Financial instruments as FVTPL

Financial assets or financial liabilities are classified as FVTPL where the financial asset is either held for trading or it is designated as FVTPL.

Through its main operating subsidiary BML, which holds its portfolio of investments, the Company designates its financial asset investments as FVTPL as the Company is managed on a fair value basis, with any resultant gain or loss recognised in investment gains. Fair Value is determined in accordance with IFRS13. The Company applies a number of methodologies to determine and assess the reasonableness of the fair value, which may include the following:

• Earnings multiple;

• Recent transaction prices;

• Net asset value;

• Discounted cash flow; or

• Price to book multiple.

Where applicable, listed investments are valued at closing share prices on reporting date. Where the listed investment is either thinly traded and/or the market is inactive, the valuation applied to determine the carrying value is based on the applicable unlisted investment methodology set out below.

The primary valuation model utilised for valuing unlisted portfolio investments held by BML is the maintainable earnings multiple model:

• Maintainable earnings are generally determined with reference to the mix of prior year audited numbers and forecasts for future periods after adjusting both for non-recurring income/expenditure or abnormal economic conditions if applicable. If the forecasts are higher than the prior year earnings, as the year progresses the weighting is increased towards the portfolio company’s forecast. If the forecasts are lower, the forecasted future earnings will usually be used as the maintainable earnings for valuation purposes. For portfolio companies that have been significantly impacted by the Covid pandemic, maintainable earnings are based on a look-through to a post Covid sustainable level.

• The Directors decide on an appropriate group of comparable quoted companies from which to base the EV/ EBITDA valuation multiple. Pursuant to Brait’s strategy focused on maximising value through the realisation and/or unbundling of its existing portfolio companies, the primary reference measure generally considered at reporting date is the average spot multiple of the comparable quoted companies included as peers, which is adjusted for points of difference, where required, to the portfolio company being valued. Where maintainable earnings are based on a post Covid sustainable level, peer average forward multiples for the corresponding forward period are used as the reference measure. Peer multiples are calculated based on the latest available financial information which may be adjusted based on subsequent macro or company specific information publicly known if appropriate. Adjustments for points of difference are assessed by reference to the two key variables of risk and earnings growth prospects and include the nature of operations, type of market exposure, competitive position, quality of management, capital structure and differences between the liquidity of the shares being valued and those on a quoted exchange.

As the unlisted portfolio is valued on a pre-IFRS16 basis, post-IFRS16 valuations are also considered with the required adjustments to maintainable EBITDA and net debt based on the latest available information.

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15

continued Notes to the financial statements

for the year ended 31 March 2024

1. MATERIAL ACCOUNTING POLICIES CONTINUED

1.7 Financial instruments continued

1.7.3 Financial instruments as FVTPL continued

The resulting valuation multiple is applied to the maintainable EBITDA to calculate the Enterprise Value (“EV”) for the portfolio investment.

• That EV is then adjusted by net cash/debt to calculate net EV to which the Company’s percentage holding is applied to calculate the Company’s carrying value. Net cash/debt may be adjusted for the estimated effect of working capital adjustments and cost deferrals, where applicable.

• The equity valuation takes consideration of the portfolio investment’s net debt/cash on hand per its latest available financial results.

1.7.4 Classification as debt or equity

Debt and equity instruments are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangement.

1.7.5 Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of an entity, after deducting all its liabilities, and the Company has no obligation to deliver either cash or any other financial asset to the holder. Equity instruments issued by the Company are recorded at the proceeds received, net of issue costs.

Cumulative, non-participating preference shares with no fixed maturity, having no fixed repayment profile are treated as equity instruments.

1.7.6 Contingent liabilities and commitments

A contingent liability is disclosed in the notes to the financial statement where the obligation is only possible and not probable, in accordance with IAS37.

1.7.7 Other financial liabilities

Other financial liabilities, including borrowings, are initially measured at fair value plus any directly attributable transaction costs. They are subsequently measured at amortised cost using the effective interest method, with interest expense recognised on an effective yield basis.

1.7.8 Derecognition of financial liabilities

The Company derecognises financial liabilities when, and only when, the Company’s obligations are discharged, cancelled or they expire.

A substantial debt modification or a debt exchange with substantially different terms is accounted for as an extinguishment of the original financial liability. This results in de-recognition of the original loan and the recognition of a new financial liability at its fair value. This results in a direct impact on the statement of comprehensive income due to the difference between the carrying amount of the original financial liability and the fair value of the new financial liability (taking also into account any cash consideration paid or non-cash assets transferred). A change is substantial if one of the two following tests are met:

• Quantitative test: the net present value of the cash flows under the new terms discounted at the original effective interest rate is at least 10% different from the carrying amount of the original debt.

• Qualitative test: A significant change in the terms and conditions that is so fundamental that immediate de-recognition is required with no additional quantitative analysis.

132 Brait | Integrated Annual Report 2024

1. MATERIAL ACCOUNTING POLICIES CONTINUED

1.7 Financial instruments continued

1.7.9 Derivative financial instruments

The Company may enter into a variety of derivative financial instruments to manage its exposure to financial risk.

Derivatives are initially recognised at fair value at the date a derivative contract is entered into and are subsequently remeasured to their fair value at each statement of financial position date. The resulting gain or loss is recognised in the statement of comprehensive income immediately, unless the derivative is designated as a hedging instrument and effective as such, in which case the timing of the recognition in the statement of comprehensive income depends on the nature of the hedge relationship. The Company has not designated any derivatives as part of an IFRS9 hedging relationship.

1.8 Offsetting

Financial assets and liabilities are offset and the net amount reported in the statement of financial position when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis, or realise the asset and settle the liability simultaneously.

1.9 Finance costs

All finance costs are recognised in the statement of comprehensive income in the period in which they are incurred.

1.10 Related-party transactions

All related-party transactions are, unless otherwise disclosed, at arm’s-length and are in the normal course of business.

1.11 Adoption of new and revised standards and interpretations

There are no standards, amendments to standards or interpretations issued by IASB and the IFRS[®] Interpretations Committee (IFRIC) of the IASB that are effective for annual reporting periods commencing on 1 April 2023 that have a material effect on the financial statements.

1.12 Standards, interpretations and amendments applicable to the Company not yet effective

At the date of authorisation of these financial statements, the following standards were in issue but not yet effective for the annual periods commencing on or after the specified dates. The Directors do not believe that the below-mentioned standards will have a material impact on the financial statements.

• IAS1 Presentation of financial statements (amendments effective for annual periods beginning on or after 1 January 2024);

• IAS7 Statement of cash flows and IFRS7 Financial instruments: Disclosures (amendments effective for annual periods beginning on or after 1 January 2024); and

• IAS21 The effects of changes in foreign exchange rates (amendments effective for annual periods beginning on or after 1 January 2025).

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continued Notes to the financial statements

for the year ended 31 March 2024

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2024 2023
Notes R’m R’m
2. NET ASSET VALUE PER SHARE
Ordinary shareholders equity and reserves 8 609 9 325
Ordinary shares in issue (millions) 5 1 320.3 1 320.3
Net asset value per share (cents) 652 706
3. INVESTMENTS
BIH Investment in BML 15 073 15 166
Virgin Active 3.1 10 183 9 045
Premier 3.2 2 791 3 640
New Look 3.3 982 931
Other investments 3.4 22 37
BML net working capital [(1)] 1 204 3 567
Borrowings (BML RCF) 3.5 (109) (2 054)
BIH net working capital (49) (49)
BIH Exchangeable Bonds 3.6 (2 820) (2 582)
Investments 12 204 12 535
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(1) FY24 includes R0.9 billion in proceeds arising from the oversubscribed placement of 15 million Premier shares in March 2024 as well as R0.2 billion cash held in GBP denominated notes ring-fenced for coupons on the Convertible Bonds to 4 December 2024. FY23 represented R3.6 billion proceeds realised from the listing of Premier which were subsequently applied in FY24 as follows: (i) to fully repay the outstanding amount of R2.1 billion on the BML RCF in April 2023; and (ii) to follow Brait’s pro rata GBP33.8 million (R756 million) equity subscription into Virgin Active’s GBP50 million equity rights offer in May 2023.

134 Brait | Integrated Annual Report 2024

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2024 2024 2023
£’m £’m £’m
Post-IFRS16 Pre-IFRS16 Pre-IFRS16
3. INVESTMENTS CONTINUED
3.1 Virgin Active
Maintainable EBITDA [(1)] 123.3 123.3 120.9
IFRS16 Adjustment [(2)] 157.0 – –
Total Maintainable EBITDA 280.3 123.3 120.9
EV/EBITDA multiple [(3)] 8.8x 9.0x 9.0x
Enterprise value 2 459.2 1 109.7 1 088.1
Less: net third party debt [(4)] (447.0) (447.0) (476.0)
– –
IFRS16 Adjustment [(2)] (1 349.5)
Equity value 662.7 662.7 612.1
–
Less: Convertible preference shares [(5)] (35.9) (35.9)
Less: shareholder funding [(6)] (49.4) (49.4) (49.4)
Residual equity value 577.4 577.4 562.7
Brait’s participation in convertible preference shares [(4)] 11.5% 11.5% –
Value of convertible preference shares 4.1 4.1 –
Brait’s senior shareholder funding participation 67.4% 67.4% 67.4%
Shareholder funding value 33.3 33.3 33.3
Brait’s participation in residual equity value 67.4% 67.4% 67.4%
Residual equity value 389.3 389.3 379.4
Carrying value in GBP’m for Brait’s investment in Virgin Active 426.7 426.7 412.7
Closing GBP/ZAR exchange rate R23.86 R23.86 R21.92
Carrying value in ZAR’m for Brait’s investment in Virgin Active 10 183 10 183 9 045
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(1) Maintainable EBITDA based on look-through to a December 2025 estimate sustainable level. FY23 based on March 2025 sustainable level.

• (2) In line with the valuation model, the IFRS16 adjustments are based on December 2025 estimates.

• (3) The primary reference measure considered is the peer group average 21-month forward multiple of 9.9x on a pre-IFRS16 basis. On a post-IFRS16 basis, the peer group average 21-month forward multiple is 9.2x. The primary reference measure considered in FY23 was the peer group average two-year forward multiple of 8.9x on a pre-IFRS16 basis.

(4) Net third party debt of £427.0 million per the March 2024 management accounts has been increased by £20.0 million to £447.0 million. The normalisation adjustment applied takes consideration of the estimated effect of working capital and cost deferred during the lockdowns (FY23 net debt of £476.0 million used, which included a £22.3 million normalisation adjustment).

(5) The Pound denominated convertible preference shares were issued in November 2023, accrue dividends at 11% per annum with full roll-up at the election of the issuer throughout the tenure to maturity of 30 November 2026. Brait’s participation on the convertible preference shares is 11.5%.

(6) The Pound denominated senior shareholder funding bears no interest and is unsecured with no fixed repayment terms.

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for the year ended 31 March 2024

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2024 2023
R’m R’m
3. INVESTMENTS CONTINUED
3.2 Premier
Equity value [(1)] 7 876 7 734
Brait’s participation in equity value [(2)] 35.4% 47.1%
Carrying value in ZAR’m for Brait’s investment in Premier 2 791 3 640
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(1) Equity value at 31 March 2024 represents Brait’s proportion, 45.7 million shares (March 2023: 60.7 million shares) of Premier’s market capitalisation on the JSE under share code PMR based on a closing share price of R61.10 (FY23: R60.00).

(2) Brait’s shareholding in Premier is 35.4% (FY23 :47.1%) representing its 45.7 million shares (FY23: 60.7 million shares held). As announced to the market on 19 March 2024, the reduction in shareholding was a result of the oversubscribed placement of 15 million ordinary shares in Premier, raising total gross proceeds of R900 million.

136 Brait | Integrated Annual Report 2024

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2024 2024 2023
£’m £’m £’m
Post-IFRS16 Pre-IFRS16 Pre-IFRS16
3 INVESTMENTS CONTINUED
3.3 New Look
Maintainable EBITDA [(1)] 40.0 40.0 55.0
IFRS16 Adjustment [(2)] 36.1 – –
Total Maintainable EBITDA 76.1 40.0 55.0
EV/EBITDA multiple [(3)] 4.9x 6.5x 5.0x
Enterprise value 374.6 260.0 275.0
Less: net third party debt [(4)] (31.8) (31.8) (38.0)
– –
IFRS16 Adjustment [(2)] (114.6)
Equity value 228.2 228.2 237.0
Less: shareholder funding [(5)] (175.9) (175.9) (155.9)
Residual equity value 52.3 52.3 81.1
Brait’s senior shareholder funding participation [(6)] 18.3% 18.3% 18.3%
Shareholder funding value 32.1 32.1 28.5
Brait’s participation in residual equity value [(6)] 17.2% 17.2% 17.2%
Residual equity value 9.0 9.0 14.1
Carrying value in GBP’m for Brait’s investment in New Look 41.1 41.1 42.5
Closing GBP/ZAR exchange rate R23.86 R23.86 R21.92
Carrying value in ZAR’m for Brait’s investment in New Look 982 982 931
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• (1) Maintainable EBITDA is based on LTM actual EBITDA. FY23 maintainable EBITDA was based on normalised LTM EBITDA.

• (2) The IFRS16 adjustments are an estimate based on the average of the FY22 and FY23 adjustments processed in New Look’s annual financial statements.

• (3) Following a successful refinancing of the £100 million term loan and operating facilities in October 2023 and improved working capital management, the pre-IFRS16 valuation multiple was increased to 6.5x (FY23: 5.0x), which maintains a similar level of discount to the peers. The primary reference measure considered is the peer group average spot multiple of 11.1x (FY23: 6.7x) on a pre-IFRS16 basis. On a post-IFRS16 basis, the peer group average spot multiple used in FY24 is 9.9x.

• (4) No normalisation adjustments considered in net third party debt of £31.8 million (FY23: included £18.9 million in respect of certain deferred costs during the lockdown periods).

• (5) Shareholder funding comprises: (i) the £40 million (Brait’s pro rata share: £7.3 million) non-interest bearing shareholder loan issued in FY21 to SSN bond holders in exchange for cancellation of the SSNs and 20% of New Look’s share capital; (ii) £40 million (Brait’s pro rata share: £7.3 million) of new money in the form of a payment in kind (“PIK” facility), issued in FY21 at a 5% discount, accruing interest at 16.5% per annum, for which the new money providers received 80% of New Look’s share capital; and (iii) £50 million (Brait’s pro rata share: £9.1 million) additional PIK facility issued in September 2022 at the same terms as (ii) above, and (iv) accrued interest excluding fees on these instruments of £43.9 million (FY23: £23.9 million). The shareholder loan is unsecured, with no fixed repayment terms and matures in November 2029. The PIK facility is secured, with no fixed repayment terms and matures in November 2027.

• (6) In line with FY23, Brait’s 18.3% shareholding is diluted to 17.24% as a result of the New Look management incentive plan.

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for the year ended 31 March 2024

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2024 2023
R’m R’m
3. INVESTMENTS CONTINUED
3.4 Other investments
Carrying value at reporting date comprises a legacy private equity investment 22 37
3.5 Borrowings
Opening balance 2 054 2 478
Interest accrual 14 224
Net repayments of borrowings (1 951) (568)
Drawdowns 118 641
Capital repayments (2 069) (1 209)
Interest repayments (8) (80)
Closing balance 109 2 054
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BML’s committed revolving credit facility, which is secured by the assets of BML (the “BML RCF”), had a facility limit of R3 billion, with agreed reductions as Brait de-gears, and a tenure to 30 June 2024. The facility commitment, which incurred interest at JIBAR plus 4.0% and had a 1% commitment fee, was repaid in full on 13 April 2023 using proceeds received from the listing of Premier.

During April 2023, the facility limit on the BML RCF was amended to R0.6 billion and its term was extended from 30 June 2024 to 31 March 2025. The interest margin on the amended facility is the three-month JIBAR plus 2.9%, and a 1% commitment fee applies. Covenants remain NAV based, with the facility continuing to be secured on a senior basis by the assets of BML. Pursuant to the Recapitalisation announced to the market on 3 June 2024 (as set out in note 16), Brait has signed a credit approved term sheet with the lending banks and is in the process of concluding the requisite legal agreements to amend the limit of its BML RCF to R1.0 billion and extend its tenure from 31 March 2025 to 31 March 2028. The interest margin on the amended facility is the three-month JIBAR plus a variable margin between 2.9% and 3.7% (depending on pledged security levels), and a 1.1% commitment fee will apply.

138 Brait | Integrated Annual Report 2024

3. INVESTMENTS CONTINUED

3.6 BIH Exchangeable Bonds

Brait concluded a R3 billion capital raise during December 2021 (“December 2021 Capital Raise”) by way of renounceable Rights Offer to its shareholders, or their renouncees, to subscribe for 5.00 per cent senior unsecured Exchangeable Bonds with a maturity date of 3 December 2024 (“Initial Maturity Date”) issued by wholly owned subsidiary BIH (“BIH Exchangeable Bonds”). 3 000 000 BIH Exchangeable Bonds with a denomination of R1 000 each were listed on the Main Board of the JSE Limited on 14 December 2021 and, as at 31 March 2024 carried a fixed coupon of 5.0% per annum payable semi-annually. The BIH Exchangeable Bonds are exchangeable into Brait ordinary shares at the holder’s election at the earlier of their term, or on full settlement of the Convertible Bonds (the “Exchange Shares”). Using the prevailing exchange price of R4.37 at 31 March 2024, holders were entitled to exchange their BIH Exchangeable Bonds to a maximum of 686.179 million ordinary shares (subject to rounding provisions). In line with IAS32, given the Initial Maturity Date is within 12 months from year end, the BIH Exchangeable Bonds are classified by BIH as a current liability as at 31 March 2024. As at 31 March 2024, the JSE closing price of the BIH Exchangeable Bonds was R880 (FY23: R950).

Pursuant to the Recapitalisation announced to the market on 3 June 2024 (as set out in note 16), with effect from 3 July 2024 the term and the fixed coupon of the BIH Exchangeable Bonds will be amended to 3 December 2027 and 6.0% (including 0.25% PIK), respectively. Furthermore, the partial repayment of R750 million (plus any associated accrued interest) by way of reduction of the nominal value of each Exchangeable Bond from R1 000 to R750, results in the Exchange Price reducing from R4.37 to R3.28 (which will be further reduced to R2.21 post the Rights Offer in accordance with the existing Terms and Conditions).

At maturity, BIH may redeem the BIH Exchangeable Bonds at par (together with accrued and unpaid interest) or by delivery of the Exchange Shares (at prevailing market value) and cash totalling the principal amount in value.

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2024 2023
R’m R’m
Reconciliation of the movements for the year:
Opening balance 2 582 2 376
Increase of liability component in terms of IAS 32 over term of BIH Exchangeable
Bonds 238 206
Closing balance 2 820 2 582
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for the year ended 31 March 2024

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2024 2023
R’m R’m
4. CASH AND CASH EQUIVALENTS [(1)]
Balances with banks 2 1
– ZAR cash *
– USD cash *
– GBP cash 2 1
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(1) Reported cash of R2 million (FY23: R1 million) relates to the Company. Cash held by subsidiaries, namely BML and BIH, is presented within BML and BIH net working capital in Investments (refer note 3). FY24 BML net working capital includes R0.9 billion proceeds from the placement of 15 million Premier shares in March 2024 as well as R0.2 billion cash held in GBP denominated notes ring-fenced for coupons on the Convertible Bonds to 4 December 2024. FY23 BML net working capital represented R3.6 billion realised from the listing of Premier which were subsequently applied in FY24 as follows: (i) to fully repay the outstanding amount of R2.1 billion on the BML RCF in April 2023; and (ii) to follow Brait’s pro rata GBP33.8 million (R756 million) equity subscription into Virgin Active’s GBP50 million equity rights offer in May 2023.

* Less than R1 million.

5. STATED CAPITAL

At 31 March 2024, the Company had 1 320 312 254 issued and fully paid ordinary shares of no par value, unchanged from 31 March 2023.

At the Extraordinary General Meeting held on 22 December 2021, Shareholder approval was obtained for the allocation and issuance of Brait PLC ordinary shares arising from the exchange rights of the BIH Exchangeable Bonds. Following the exchange of 1 396 BIH Exchangeable Bonds in February 2022, 686 179 405 ordinary shares may be issued in terms of its obligations to the holders of the BIH Exchangeable Bonds. Concurrently, Shareholder approval was also obtained for the re-designation of the ordinary shares of par value EUR0.22 each of the Company into ordinary shares of no par value.

At the Extraordinary General Meeting held on 14 January 2020, Shareholder approval was obtained for the allocation and potential issue from conversion on maturity of the Convertible Bonds, 287 411 381 ordinary shares in terms of its obligations to the holders of the Convertible Bonds.

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Number
of shares
in issue R’m
Issued ordinary share capital
31 March 2022 1 320 312 254 12 190
Stated capital 12 190
31 March 2023 1 320 312 254 12 190
Stated capital 12 190
31 March 2024 1 320 312 254 12 190
Stated capital 12 190
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140 Brait | Integrated Annual Report 2024

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2024 2023
R’m R’m
6. CONVERTIBLE BONDS
On 4 December 2019 Brait received £150 million from the issuance of its unsubordinated,
unsecured convertible bonds (“Convertible Bonds”) with a maturity date of
4 December 2024 (“Initial Term Date”). The Convertible Bonds listed on the Open Market
(Freiverkehr) segment of the Frankfurt Stock Exchange on 29 January 2020 and as
at 31 March 2024 carried a fixed coupon of 6.50% per annum payable semi annually
in arrears. The Conversion Price at 31 March 2024 was £0.5219 per ordinary share.
Using this Conversion Price, the Convertible Bonds would be entitled to convert into a
maximum of 287.411 million ordinary shares (subject to rounding provisions) on exercise
of bondholder conversion rights. In the event that the bondholders have not exercised their
conversion rights in accordance with the Terms and Conditions of the Convertible Bonds,
the Convertible Bonds will be settled at par value in cash on maturity. Given the Initial Term
Date is within the next 12 months, the IAS 32 carrying value for the Convertible Bonds of
£147 million is classified as a current liability as at 31 March 2024.
Pursuant to the Recapitalisation announced to the market on 3 June 2024 (as set out in
note 16), with effect from 3 July 2024 the term and the fixed coupon of the Convertible
Bonds will be amended to 4 December 2027 and 8.0% (including 0.75% PIK), respectively.
While the partial pro rata redemption of R150 million (plus any associated accrued interest)
has no impact on the Conversion Price, it will be adjusted post the Rights Offer to £0.3523
in accordance with the existing Terms and Conditions.
Reconciliation of the movements for the year:
Opening balance 3 125 2 667
Increase of liability component in terms of IAS 32 over the five-year bond term 101 80
Foreign currency translation reserve 278 378
Closing balance 3 504 3 125
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2024 2023
R’m R’m
7. ACCOUNTS PAYABLE AND OTHER LIABILITIES
Accounts payable at reporting date includes the £3.1 million coupon accrual on the
Convertible Bonds 93 86
8. INVESTMENT VALUATION GAIN/(LOSS)
BML 327 (578)
Finance income (note 9) 29 30
Administration fee from Brait PLC 16 14
Operating expenses (note 10) (98) (144)
Finance cost (note 11) (17) (223)
Tax – (2)
Investment valuation gain/(loss) 397 (253)
BIH 117 181
Operating expenses (note 10) (2) (1)
Finance cost (note 11) (150) (150)
Foreign exchange gain 269 332
BIH Exchangeable Bonds: liability component in terms of IAS 32 (note 11) (238) (206)
Investment valuation gain/(loss) 206 (603)
9. FINANCE INCOME
BML
Premier shareholder funding (interest income) – 25
Other interest income 29 5
Total finance income earned for the year 29 30
Amounts recognised in investment valuation gain/(loss) (refer note 8) (29) (30)
– –
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142 Brait | Integrated Annual Report 2024

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2024 2023
R’m R’m
10. OPERATING EXPENSES
Directors fees 21 19
Corporate advisory fees [(1)] 65 114
Insurance 16 16
Administration fee paid to BML 16 14
Professional fees [(2)] 7 7
Travel and accommodation 6 5
Other operating expenses 9 9
External audit fees 6 6
Total operating expenses incurred for the year 146 190
Amounts recognised in investment valuation gain/(loss) (refer note 8) (100) (145)
46 45
11. FINANCE COST
BML RCF:
– Interest expense 12 218
– Raising and commitment fees 5 5
Convertible Bonds:
– Coupon 230 200
– Increase of liability component in terms of IAS 32 over the initial five-year term 101 80
BIH Exchangeable Bonds:
– Coupon 150 150
– Increase of liability component in terms of IAS 32 over the initial three-year term 238 206
Total finance costs 736 859
Amounts recognised in investment valuation gain/(loss) (refer note 8) (405) (579)
331 280
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(1) Ethos Private Equity Proprietary Limited (“EPE”) was appointed as the contracted advisor to BML effective 1 March 2020. As announced to the market previously, The Rohatyn Group (“TRG”) was formally appointed by the Brait Board to replace EPE as BML’s contracted investment advisor with effect from 1 April 2023.

(2) Largely made up of legal fees, as well as comprising fees relating to internal audit, administration and fees paid/payable to external auditors in relation to non-audit services (such fees deemed immaterial to the Group).

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2024 2023
R’m R’m
12. HEADLINE EARNINGS RECONCILIATION
Loss and headline loss [(1)] (171) (928)
Weighted average ordinary shares in issue – basic (m) 1 320 1 320
Loss and headline loss per share – basic and diluted [(1)] (cents) (13) (70)
13. DRAWDOWN ON LOAN FROM SUBSIDIARY [(2)]
BML cash flows (2 160) 3 874
Investment proceeds received [(3)] 742 4 901
Purchase of investments [(4)] (845) (218)
BML Administration fee received from holding company 14 11
BML Operating and other expenses (112) (170)
–
BML withholding taxes (2)
BML RCF: net capital repayments (refer note 3.5) (1 951) (568)
BML RCF: interest repayments (refer note 3.5) (8) (80)
BIH cash flows (152) (145)
BIH Operating costs (2) (1)
BIH Exchangeable Bonds: Coupon paid (150) (144)
Decrease/(increase) in cash held by BML due to BIH investment Entity status 2 586 (3 484)
Total drawdown on loan from subsidiary 274 245
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(1) The £0.5219 conversion price of the Convertible Bonds as well as the R4.37 Exchange price of the BIH Exchangeable Bonds are anti-dilutive, based on the reported NAV.

(2) The Company is funded by its subsidiary BIH. The loan that arises is settled annually by way of return of investment in accordance with section 62 of the Mauritian Companies Act.

(3) Investment proceeds received in FY24: (i) Of the R900 million gross proceeds in respect of the March 2024 placement of 15 million Premier shares, R742 million was received by 31 March 2024, which was reduced by R8 million in associated costs. The remaining R150 million forms part of BML’s net working capital. FY23 comprised of: (i) R4,476 million received from Premier (R3,600 million gross proceeds received pursuant to the March 2023 JSE listing, less R73 million associated costs; R924 million return of capital distribution received in November 2022 and R25 million in shareholder loan repayments); and (ii) R425 million received from the Other Investments portfolio, mostly relating to proceeds received from the realisation of Brait IV’s investment in Consol.

(4) Purchase of investments: FY24 relates to Brait following its pro rata £33.8 million (R756 million) and £4.0 million (R89 million) subscriptions into Virgin Active’s equity rights offer in May 2023 and its Convertible Preference Shares issued in November 2023 and February 2024, respectively. FY23 relates to Brait’s pro rata £9.1 million investment to purchase commitments under New Look’s HSBC operating facility in September 2022 and Brait’s pro rata costs related to the March 2022 Virgin Active capital raise.

144 Brait | Integrated Annual Report 2024

14. RELATED PARTY TRANSACTIONS

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2024 2023
R’m R’m
Operating profit/(loss) includes:
Directors’ fees [(1)] (21) (19)
Corporate advisory fees [(2)] (65) (114)
Professional fees – Stonehage Fleming [(3) ] (1) (1)
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• (1) Fees paid to directors includes the Company, BIH and BML Boards.

• (2) As announced to the market previously, TRG was formally appointed by the Brait Board to replace EPE as BML’s contracted investment advisor with effect from 1 April 2023. EPE was appointed as the contracted advisor to BML effective 1 March 2020. Entities affiliated to EPE (EPE Direct Investments GP Proprietary Limited and Ethos Fund VII GP (SA) Proprietary Limited) collectively own 12.3% of Brait’s ordinary shares and 12.3% of the BIH Exchangeable Bonds.

• (3) HRW Troskie is a director and shareholder of Brait and until 30 November 2023 and 28 December 2023, respectively, was also a director and shareholder of certain Stonehage Fleming group entities, which is the company secretary of the Company. M Dabrowski is a director of Brait and until 31 August 2023 was also a director of certain Stonehage Fleming group entities.

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2024 2023
R’m R’m
15. CONTINGENT LIABILITIES AND COMMITMENTS
15.1 Commitments [(1)]
Convertible Bonds coupon payments due within one year 218 214
BIH Exchangeable Bonds coupon payments due within one year 150 150
Convertible Bonds coupon payments due between one and five years [(2)] – 214
BIH Exchangeable Bonds coupon payments due between one and five years [(3)] – 150
Convertible Bonds principal settlement due within one year [(4)] 3 579 –
BIH Exchangeable Bonds principal settlement due within one year [(5)] 2 059 –
Convertible Bonds principal settlement due within five years [(4)] – 3 287
BIH Exchangeable Bonds principal settlement due within five years [(5)] – 516
Total commitments for the Group 6 006 4 531
----- End of picture text -----

• (1) Commitments include those of Brait PLC (in respect of its issued Convertible Bonds) as well as those of its wholly owned subsidiary, BIH (the BIH Exchangeable Bonds), for which Brait PLC will issue the Exchange Shares as at 31 March 2024. Pursuant to the Recapitalisation set out in note 16, the maturities and terms of the Convertible and BIH Exchangeable Bond will be extended with effect from 3 July 2024 by three years to 3 December 2027 and 4 December 2027, respectively.

• (2) The coupon payments for the current twelve months reporting period reflect the semi-annual coupons payable in arrears over the remaining initial term to 4 December 2024 of the Convertible Bonds.

• (3) The coupon payments reflect the semi-annual coupons payable in arrears over the remaining initial term to 3 December 2024 of the BIH Exchangeable Bonds.

(4) The principal cash settlement amount for the Convertible Bonds is payable at the initial maturity date of 4 December 2024 in the event that the bondholders have not exercised their conversion rights.

(5) The principal cash settlement amount for the BIH Exchangeable Bonds is only payable at the initial maturity date of 3 December 2024 to the extent the prevailing share price of the Brait shares delivered at such redemption date is less than the R4.37 exchange price. The cash settlement amount reflected applies the respective reporting date closing share price of R1.37 (FY23: R3.62) to the 686.2 million Brait PLC Exchange Shares.

146 Brait | Integrated Annual Report 2024

15. CONTINGENT LIABILITIES AND COMMITMENTS CONTINUED

15.2 Investment advisor

To align the interests of the Company, Shareholders and the Investment Advisor in delivering Brait’s strategy of monetisation of the asset base to optimise the return of capital to Shareholders, the Board has agreed the following amendments with the Investment Advisor as a result of the Recapitalisation set out in note 16:

• The Advisory Agreement service fee of R50 million approved for FY25 (FY24: R65 million) will apply annually, subject to a three month notice period, until such time the Board, at its discretion, considers Brait’s remaining investment portfolio to be substantially realised or unbundled to Shareholders. Thereafter, to conclude Brait’s winding up a revised service fee of R1.5 million per month will take effect from the start of the following quarter;

• The discontinuation of the annual short-term incentive (“STI”) together with the five-year structured Long Term Incentive Plan (“LTIP”) that was approved by Shareholders in October 2020; and

• A new incentive mechanism, capped, at the Board’s discretion at R50 million (the equivalent of one year’s management fee), and which is based on sharing value uplift of the growth in market capitalisation on a diminishing scale from 1.50% to 1.10% as Brait’s market capitalisation increases, referenced to a starting market capitalisation of R3.6 billion (reference share price of R1.80 applied to 2.006 billion shares in issue, which assumes the BIH Exchangeable Bonds have been exchanged into their 686.2 million Shares). The parameters will be adjusted for corporate events such as the declaration of ordinary and special dividends, share buybacks, rights issues and asset unbundlings. Once the quantum of the incentive has been determined by the Board, such amount will be cash settled by BML. At 31 March 2024, no value has been ascribed to this incentive.

15.3 Other

The Company and its subsidiaries has rights and obligations in terms of standard representation shareholder or purchase and sale agreements relating to its present or former investments.

16. NON-ADJUSTING POST BALANCE SHEET EVENTS

As announced to the market on 3 June 2024 the Board has approved the implementation of its unconditional recapitalisation transaction (the “Recapitalisation”) which includes:

• the 3-year extension of the maturities of the Convertible and BIH Exchangeable Bonds to December 2027, for which irrevocable undertakings of support from holders in excess of the required thresholds has been obtained to give effect to the respective amendments which will take effect in July 2024, combined with the partial R900 million repayment funded from the Premier Proceeds;

• a fully underwritten Rights Offer of R1.5 billion, for which irrevocable undertakings of support in excess of the required thresholds have been obtained from Shareholders as at the date of publishing these FY24 audited results, to vote in favour of the required ordinary resolutions at the requisite Shareholder meetings scheduled for July 2024, thereby facilitating the amendments to the Bonds with the proceeds retained by Brait for general working capital purposes, potential investment in existing portfolio companies and/or repayment of Group debt over time; and

• the 3-year extension to March 2028, with facility limit increased from R0.6 billion to R1 billion, for the BML RCF, for which the lending banks have signed a credit approved term sheet.

The Recapitalisation meaningfully reduces the Group’s debt by R2.4 billion and strengthens the Brait balance sheet providing runway for all stakeholders to benefit from the continued recovery in Virgin Active and New Look and the growth in Premier and gives Brait the ability to choose the earliest optimal exit window for each asset, providing increased flexibility to redeem the Bonds, which may allow for the return of capital to stakeholders in the event of an earlier exit of the asset base.

Integrated Annual Report 2024 | Brait 147

15

continued Notes to the financial statements

for the year ended 31 March 2024

17. FINANCIAL ASSETS AND LIABILITIES

17.1 Sector analysis for investments

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2024 2023
R’m R’m
Investment in BIH 12 204 12 535
Investments 12 204 12 535
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17.2 Portfolio investment shareholding analysis

	2024	2023
Shareholding in the >25% range	Investment in BIH	Investment in BIH

17.3 Categories of financial instruments

Financial assets and liabilities are measured on an ongoing basis either at fair value or at amortised cost. The summary of significant accounting policies describes how the classes of financial instruments are measured. The following table analyses the carrying amounts of the financial assets and liabilities by category as defined in IFRS9.

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2024 2023
R’m R’m
Financial assets measured at fair value through profit or loss 12 204 12 535
Cash and cash equivalents 2 1
Financial liabilities at amortised cost (3 597) (3 211)
Convertible Bonds (3 504) (3 125)
Accounts payable (93) (86)
Change in fair value recognised in the statement of comprehensive income 206 (603)
Designated fair valued through profit or loss 206 (603)
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17.4 Fair value hierarchy

IFRS13 provides a hierarchy that classifies inputs employed to determine fair value. Investments measured and reported at fair value are classified and disclosed in one of the following categories:

Level 1 Unadjusted quoted prices in active markets for identical assets or liabilities.

• Level 2 Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

Level 3 Inputs for the assets or liability that are not based on observable market data.

The Group’s investments are held by subsidiary BML, a wholly-owned subsidiary of BIH, and therefore classified as Level 3. To enhance disclosure, a breakdown of the fair value of the investment in BIH is provided.

148 Brait | Integrated Annual Report 2024

17. FINANCIAL ASSETS AND LIABILITIES CONTINUED

17.4 Fair value hierarchy continued

There are no financial assets that are categorised as Level 2 in the current year or prior year. Level 3 investments are valued at their fair value of the underlying assets and liabilities.

Investments designated as fair value through proft or loss 2024	Investment Level 3 R’m	Total R’m
Investment in BIH	12 204	12 204
Investments at fair value	12 204	12 204
2023
Investment in BIH	12 535	12 535
Investments at fair value	12 535	12 535

18. FINANCIAL RISK MANAGEMENT

The overall governance structure and high level policies relating to the manner in which Brait manages the risk it is exposed to have been described in the Governance Report on see http://brait.investoreports.com/about-us/corporate-governance/. IFRS7 requires more detail regarding the processes and procedures utilised to measure various risk categories, namely market risk, credit risk and liquidity risk.

18.1 Capital management

The Company’s objectives when managing capital are to:

• safeguard its ability to continue as a going concern, so that it can continue to provide returns for shareholders; and

• maintain an optimal capital structure to reduce the cost of capital.

In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.

The capitalisation of Brait has been considered in the context of its existing cash and near cash resources, its current debt levels, Convertible and BIH Exchangeable Bonds funding and associated obligations. As announced to the market on 3 June 2024 and disclosed in note 16, the Recapitalisation provides the Company with the requisite capital for general working capital purposes, potential portfolio company investments and liquidity to repay debt. Furthermore, the three-year extensions to the maturities of the Bonds provide runway for all stakeholders to benefit from the continued recovery in Virgin Active, New Look and the growth in Premier and gives the Company the ability to optimise the exit window for each asset.

For the current year no cash dividend has been declared as the Board has resolved to reduce debt and only declaring a dividend by way of bonus shares is not tax effective to some shareholder jurisdictions. This will continue to be reviewed by the Board. There are no regulatory capital requirements.

Integrated Annual Report 2024 | Brait 149

continued Notes to the financial statements for the year ended 31 March 2024

15

18. FINANCIAL RISK MANAGEMENT CONTINUED

18.2 Market risk

Market risk is the potential change in the value of a financial instrument resulting from changes in market conditions or market parameters such as equity prices, exchange rates or interest rates. The risk of a decrease in the value of the portfolio can be measured by the susceptibility of that portfolio to movements in the overall market conditions or any of the investment specific parameters.

Brait is exposed to three primary types of market risk, namely equity risk, interest rate risk and currency risk. These risks are monitored by the Board. The specific risk management objectives, policies and procedures relating to each type of market risk is described, and the impact on the statement of comprehensive income (SOCI)/statement of changes in equity (SOCE) is disclosed in the sections below:

18.2.1 Equity risk management

Equity risk is the potential change in the value of a financial instrument resulting from changes in market conditions. The valuation of unquoted investments depend upon a combination of market factors and the performance of the underlying asset. The Company does not hedge the price risk inherent in the portfolio but manages investment performance risk on an investment-specific basis.

Brait is exposed to equity risk through its investment in portfolio companies.

Brait’s predominant exposure to equity risk is related to the sensitivities of movements in the fair value of its portfolio investments.

The table that follows sets out an analysis of the Company’s investment’s sensitivity to equity price variability by analysing the impact of a change in the valuation multiple applied on the fair value of its investments.

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Reasonable
possible
Pre-tax change in Carrying value
SOCI/SOCE valuation exposed to
impact multiple equity risk
Investments exposed to equity risk [(1)] R’m R’m R’m
2024
Investment in BIH 12 204 ±1.0x 2 148
2023
Investment in BIH 12 535 ±1.0x 1 995
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(1) Following its listing on 24 March 2023, Premier is valued at its closing JSE price, whereas the maintainable earnings multiple model is applied to Virgin Active and New Look.

150 Brait | Integrated Annual Report 2024

18. FINANCIAL RISK MANAGEMENT CONTINUED

18.2 Market risk continued

18.2.2 Interest rate risk management

Interest rate risk refers to the impact on future cash flows and earnings of interest rates re-pricing either at different points in time or on a different basis on assets and liabilities. Brait assesses interest rate risk at different levels depending on where the risk arises. Where appropriate, interest rate risk profiles are matched in order to reduce the impact of interest rate volatility and to match the estimated yield of the underlying portfolio company investments to borrowings used to fund those investments. This is done where it is considered appropriate and may be achieved through either fixed rate funding or interest rate derivative instruments.

The Convertible Bonds are accounted for as compound financial instruments. As at 31 March 2024, the Convertible Bonds carried a fixed coupon of 6.5% per annum, payable semiannually in arrears. The fair value of the liability component is initially recognised as the present value of the future coupon and principal payments. The discount rate used is a market rate for similar liabilities that do not have the equity conversion component. Subsequent to initial recognition, the liability component is measured at amortised cost using the discount rate at initial recognition of 9.77%. Pursuant to the Recapitalisation announced to the market on 3 June 2024 (refer note 16), with effect from 3 July 2024 the term and the fixed coupon of the Convertible Bonds will be amended to 4 December 2027 and 8.0% (including 0.75% PIK), respectively.

Investments exposed to interest rate risk	Carrying value exposed to interest rate risk Index to which interest rate is linked Reasonable possible change in interest rate Pre-tax SOCI/SOCE impact
2024 Cash and cash equivalents – GBP – ZAR – USD
	2 *
	2 Base rate (UK) 0.025% *
	– Prime (SA) 1% –
	– Base rate (US) 0.025% –
Total fnancial assets	2 –
2023 Cash and cash equivalents – GBP – ZAR – USD	1 *
	1 Base rate (UK) 0.025% * – Prime (SA) 1% – – Base rate (US) 0.025% –
Total fnancial assets	1 –

* Less than R1 million.

Integrated Annual Report 2024 | Brait 151

15

continued Notes to the financial statements

for the year ended 31 March 2024

18. FINANCIAL RISK MANAGEMENT CONTINUED

18.2 Market risk continued

18.2.3 Foreign exchange rate risk management

The Company’s financial statements are prepared using the SA Rand as its presentation currency.

Brait does not seek to hedge the carrying value of foreign investments but will consider hedging strategies for cash flows denominated in foreign currencies are deemed significant for the Company.

Brait’s primary investments are Pound Sterling and SA Rand denominated.

18.3 Credit risk

Credit and counterparty risk refers to the effects on future cash flows and earnings of borrowers defaulting on their obligations. This also covers trading counterparties, issuers of instruments held by the Company or as collateral. Such risk arises primarily from lending and investment activities as well as from the settlement of financial market transactions.

These exposures are managed through prudent credit exposure limits, constantly measuring current credit exposures, estimating maximum potential credit exposures that may arise over the duration of a transaction, and responding quickly when corrective action needs to be taken.

The Company’s assets are predominantly unsecured investments in unlisted companies. The Group considers the overall risk exposure of the investment as a whole, therefore significant changes in a particular sector or unexpected increases in interest rates could increase the credit risk inherent in the investment. This risk is mitigated through portfolio diversification and active management.

Unless otherwise indicated, the maximum exposure to credit risk is the carrying value of the investment. Given the nature of the risk in loans to investee companies, no additional collateral is taken against the credit risk exposures.

The Company’s remaining financial assets are mainly in the form of deposits spread over reputable banks.

152 Brait | Integrated Annual Report 2024

18. FINANCIAL RISK MANAGEMENT CONTINUED

18.4 Liquidity risk

Liquidity risk arises in the general funding of Brait’s activities when there are mismatches between the sizes and maturities of assets and liabilities. The liquidity risk refers to the ability of the Company to meet its financial obligations as they fall due.

The Company manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities by continuously monitoring forecast and actual cash flows and matching the maturity profiles of financial assets and liabilities. The liquidity position and forecast liquidity requirements are based on anticipated changes in the statement of financial position. These are tested against various different stress scenarios. The scenarios are used to identify consequences of market rate changes (including extreme but remote changes) and the Group’s cash position is evaluated and adjusted accordingly.

2024 Trade payables Convertible Bonds(1) Convertible Bond Coupons(1)	Next 12 months R’m 93 3 504 218	1 to 2 years R’m – – –	2 to 5 years R’m – – –	Total R’m 93 3 504 218
2023
Trade payables	86	–	–	86
Convertible Bonds	–	3 125	–	3 125
Convertible Bond Coupons	214	214	–	428

Liquidity will be settled through cash on hand, available facilities and through the use of proceeds received on realised investments.

• (1) Reflects the semi-annual coupons payable in arrears over the remaining initial term to 4 December 2024 of the Convertible Bonds in addition to the £150 million principal amount due on the initial maturity of the Convertible Bonds. Pursuant to the Recapitalisation announced to the market on 3 June 2024 (refer note 16), with effect from 3 July 2024 the term and the fixed coupon of the Convertible Bonds will be amended to 4 December 2027 and 8.0% (including 0.75% PIK), respectively.

Integrated Annual Report 2024 | Brait 153

Definitions

16

CONVERTIBLE BONDS

The GBP150 million 6.50 per cent convertible bonds with an initial term date of 4 December 2024 issued by the Company, listed on the Open Market (Freiverkehr) segment of the Frankfurt Stock Exchange and SEM. The Convertible Bonds have a conversion price at Reporting Date of GBP0.5219. Pursuant to the Recapitalisation, the term and the fixed coupon of the Convertible Bonds will be amended to 4 December 2027 and 8.0% (including 0.75% PIK), respectively. While the partial pro rata redemption of R150 million (plus any associated accrued interest) has no impact on the conversion price, it will be adjusted post the Rights Offer to £0.3523 in accordance with the existing Terms and Conditions.

DECEMBER 2021 CAPITAL RAISE

The R3 billion capital raise during December 2021 by way of renounceable rights offer to Brait shareholders, or their renouncees, to subscribe for the BIH Exchangeable Bonds.

BIH

Refers to Brait Investment Holdings Limited, a public company and wholly owned subsidiary of Brait PLC incorporated in accordance with the laws of Mauritius under registration number: 183308 GBC. BIH is licensed as a registered investment advisor in accordance with the provisions of section 30 of the Mauritius Securities Act of 2015.

BIH EXCHANGEABLE BONDS

The 5.00 per cent exchangeable bonds with an initial maturity date of 3 December 2024, issued by BIH, dual listed on the JSE and SEM and exchangeable into ordinary shares issued by Brait PLC, at the holders’ election during their term at an exchange price of R4.37. Pursuant to the Recapitalisation, the term and the fixed coupon of the BIH Exchangeable Bonds will be amended to 3 December 2027 and 6.0% (including 0.25% PIK), respectively. Furthermore, the partial repayment of R750 million (plus any associated accrued interest) by way of reduction of the nominal value of each BIH Exchangeable Bond from R1 000 to R750, results in the exchange price reducing from R4.37 to R3.28 (which will further reduce to R2.21 post the Rights Offer in accordance with the Terms and Conditions). At maturity, the issuer may redeem the principal amount of any outstanding BIH Exchangeable Bonds by delivery of fixed number of Brait PLC shares at their prevailing market value and cash totalling the principal amount in value.

BML

Brait Mauritius Limited, registration number C60342 C1/GBL, a company incorporated under the laws of Mauritius and wholly owned subsidiary of BIH. BML is licenced as a registered investment advisor in accordance with the provisions of section 30 of the Mauritius Securities Act of 2015.

BML RCF

The committed revolving credit facility of Brait Mauritius Limited which is secured on a senior basis by the assets of BML.

BOARD

The board of Directors of the Company.

BONDS

Collectively, the BIH Exchangeable Bonds and Convertible Bonds.

BRAIT PLC OR COMPANY

Brait PLC, a public company registered in accordance with the laws of Mauritius under registration number: 183309 GBC. Brait PLC is licensed as a registered investment advisor in accordance with the provisions of section 30 of the Mauritius Securities Act of 2015.

CASH AND CASH EQUIVALENTS

Cash and cash equivalents comprise cash on hand, deposits held with banks and investments in money market securities.

CLOSING PRICE

The closing market price of a Brait PLC share on the LuxSE and JSE exchanges at the Company’s financial year-end.

154 Brait | Integrated Annual Report 2024

DIRECTORS

The directors of the Company as at Reporting Date.

EARNINGS PER SHARE

Basic attributable earnings divided by the weighted average number of shares in issue, less the number of treasury shares, expressed in cents.

EBITDA

Earnings before interest, tax, depreciation and amortisation.

EFFECTIVE TAX RATE (%)

The effective tax rate is the direct taxation charge per the income statement expressed as a percentage of profit before taxation.

ENTERPRISE VALUE

The measure of a company’s total value equal to its equity value plus net debt.

EPE OR ETHOS

Ethos Private Equity Proprietary Limited, registration number 2004/003984/07, an authorised financial services provider incorporated under the laws of South Africa and with its registered address at 3rd Floor, Rosebank Towers, 15 Biermann Avenue, Rosebank, Johannesburg, 2196.

EURO MTF MARKET

The Multilateral Trading Facility (as defined in the Markets in Financial Instruments Directive) operated by the LuxSE.

EV/EBITDA MULTIPLE

The valuation multiple applied to EBITDA in order to derive the enterprise value of the business.

GBP, POUND, POUND STERLING OR £

The lawful currency of the United Kingdom of Great Britain and Northern Ireland.

INVESTMENT ADVISOR OR ADVISOR

Pursuant to TRG’s acquisition of EPE, TRG has formally been appointed by the Board to replace EPE as BML’s contracted Investment Advisor with effect from 1 April 2023. Prior to this, EPE had an investment and administration services agreement with BML which was in effect from 1 March 2020.

JSE

The securities exchange, licensed under the Financial Markets Act, operated by JSE Limited, registration number 2005/022939/06, a public company duly incorporated in accordance with the laws of South Africa

LENDERS

FirstRand Bank Limited (trading through its Rand Merchant Bank division (“RMB”) and The Standard Bank of South Africa Limited, the joint lending banks for the BML RCF.

LUXSE

The Luxembourg Stock Exchange.

NET ASSET VALUE (NAV) PER SHARE

Ordinary shareholders’ funds divided by the number of outstanding ordinary shares.

OUTSTANDING ORDINARY SHARES

Ordinary shares in issue less ordinary (treasury) shares held for the vested benefit of the Company.

Integrated Annual Report 2024 | Brait 155

16

continued Definitions

PREMIER PROCEEDS

The oversubscribed placement of 15 million ordinary shares of Premier in March 2024, raising total gross proceeds of R900 million.

RECAPITALISATION

The inter-conditional recapitalisation transaction, as announced to the market on 3 June 2024, which includes (i) the 3-year extension of the maturities of the Bonds to December 2027, combined with the partial R900 million repayment funded from the Premier Proceeds; (ii) the Rights Offer; and (iii) the 3-year extension to March 2028, with facility limit increased from R0.6 billion to R1 billion, for the BML RCF, for which the lending banks have signed a credit approved term sheet.

REPORTING DATE

31 March 2024.

RIGHTS OFFER

The R1.5 billion fully underwritten renounceable rights offering of 2 542 372 881 of the Company’s ordinary shares at an offer price of R0.59 in the ratio of 192.6 ordinary shares for every 100 existing shares held, subject to rounding provisions, pursuant to the Recapitalisation.

SEM

The Stock Exchange of Mauritius.

THE ROHATYN GROUP OR TRG

Founded in 2002 and headquartered in New York, TRG specialises in emerging markets and real assets. TRG has an investment and administration services agreement with BML effective from 1 April 2023.

WEIGHTED AVERAGE SHARES IN ISSUE

The number of outstanding ordinary shares in issue at the beginning of the year, plus ordinary shares issued during the year, weighted on a time basis for the period during which they have participated in the income of the Company.

ZAR, RAND OR R

The lawful currency of South Africa and the Company’s presentation currency.

156 Brait | Integrated Annual Report 2024

SHAREHOLDER COMMUNICATION

Integrated Annual Report 2024 | Brait 157

158 Brait | Integrated Annual Report 2024

17

Notice of annual general meeting

==> picture [66 x 58] intentionally omitted <==

BRAIT PLC

(Registered in Mauritius as a Public Limited Company) (Registration No. 183309 GBC)

(Registered address: c/o Stonehage Fleming (Mauritius) Limited, 1st Floor, Les Fascines Block B, Vivea Business Park, Moka, Mauritius Issuer code: Brait ISIN: LU0011857645

Share code: BAT Bond code: WKN: A2SBSU ISIN: XS2088760157 LEI code: 549300VB8GBX4UO7WG59

(“Brait” or the “Company”)

Notice is hereby given to all the holders of ordinary shares (“Ordinary Shareholders”), directors and auditors of Brait of the annual general meeting (“AGM”) of the Company to be held at 11h00 MUT on Monday, 12 August 2024 at 4th Floor, The Axis, 26 Bank Street, Ebene 72201, Mauritius to consider and, if deemed appropriate, approve the following resolutions

AGENDA

ORDINARY BUSINESS

1. Accounts

• adopted.

2. Directors

• (a) That the following directors be re-elected for a period expiring at next year’s AGM:

2.1 Mr RA Nelson

2.2 Mr MP Dabrowski

2.3 Mr JM Grant

2.4 Ms Y Jekwa

2.5 Mr PG Joubert

2.6 Mr PJ Roelofse

2.7 Mr HRW Troskie

2.8 Dr CH Wiese

• (b) That an unchanged maximum aggregate amount of compensation of £424 360, subject to the effects of the £/R exchange rate, be approved for the Directors re-elected further to Resolution 2(a) for serving on the board of directors (“Board”) and on the relevant committees in respect of the period up to the date of the AGM of the Company to be held in 2025. The proposed compensation takes into account Directors’ time commitments, responsibilities, skills and experience in rendering their services.

3. Auditors

That the re-appointment of PricewaterhouseCoopers Mauritius as auditors of the Company be approved, and that the Board be hereby authorised to determine their remuneration.

Integrated Annual Report 2022 | Brait 159

17

Notice of annual general meeting continued

4. Renewal of the Board’s Authority to issue ordinary shares

Purpose

It is proposed that the Board’s authority to issue Shares (“Shares” and each a “Share”) be renewed.

Proposal

That in accordance with the Company’s Constitution, the Board be hereby authorised to exercise the power of the Company to issue Shares in the Company, and that the Board may offer, issue, grant rights or options over, or otherwise dispose of Shares to such persons on such terms and in such manner as they think fit, whether for cash or otherwise, subject to the following limitations:

• i. Monday, 12 August 2024 but shall be renewable for further periods (which may be periods of less than but not more than 5 (five) years each) by resolution of the general meeting of the shareholders from time to time;

• ii. that a paid press announcement giving details, including the impact on net asset value and earnings per Share, be published at the time of any such issue of, or grant of options or rights over, Shares;

• iii. that in aggregate in any one year the nominal value of Shares represented by such issue(s) or grant of options or rights may not exceed 10 (ten) percent of the aggregate issued ordinary shares of the Company; and

• iv that, in determining the price at which such an issue of Shares (including pursuant to a future exercise of options or rights) will be made in terms of this authority, the maximum discount permitted will be 10 (ten) percent of the volume-weighted average price of the Shares as determined over the 30 (thirty) days prior to the date that the price of the issue is determined or agreed by the directors on all securities exchanges on which the Shares are listed and have traded during that period.

SPECIAL BUSINESS

5. Renewal of the Company’s authority to purchase its own shares subject to various limitations

Purpose

The Board proposes that the authority of the Company to make market purchases of its own ordinary shares be renewed. As at the date of this notice of the AGM, there is no current intention to repurchase ordinary shares. However, the Board believes that it is nevertheless desirable for this general authority to be available to provide flexibility in the management of the Company’s capital resources in the future.

Proposal

That the Company be and is generally and unconditionally authorised, pursuant to section 69 of the Mauritius Companies Act 2001 (“Companies Act”) and article 14.4 of the constitution of the Company, to make market purchases of its own ordinary shares on such terms and in such manner as the directors shall determine, provided that:

• i. the Shares to be purchased are fully paid up;

• ii. the maximum aggregate nominal value of the Shares authorised to be purchased shall not exceed 10 (ten) percent of the aggregate issued shares of the Company at any point in time;

• iii. Share on the securities exchange on which the Shares are purchased for the five business days immediately before the day on which the purchase is made (in each case exclusive of expenses); and

• iv. all conditions and limitations imposed by the Companies Act are adhered to.

That this authority (unless previously revoked, varied or renewed) shall expire on 30 October 2025 or, if sooner, at the end of the AGM of the Company to be held in 2025.

160 Brait | Integrated Annual Report 2024

NOTES

Any Ordinary Shareholder may, in writing, appoint a proxy, who need not be an Ordinary Shareholder, to represent him/her at the AGM. Any company, being an Ordinary Shareholder, may execute a form of proxy under the hand of a duly authorised officer. The instrument appointing a proxy together with evidence of the authority of the person by whom the proxy is signed (except in the case of a proxy signed by the Ordinary Shareholder), shall be deposited at the registered office of the Company, 24 (twenty-four) hours before the time for the holding of the AGM or its adjournment (as the case may be) at which the person named in such instrument proposes to vote. No instrument appointing a proxy shall be valid after the expiration of 12 (twelve) months from the date of its execution. Any Ordinary Shareholder may, instead of sending the proxy form to the registered office, send the proxy form (completed in accordance with its instructions) to the appropriate transfer agent, 48 (forty-eight) hours prior to the AGM in order that the transfer agents may be able to send the proxy form on his/her behalf to the registered office 24 (twenty-four) hours before the time for the holding of the AGM.

The following dates are applicable to all Ordinary Shareholders. This notice is being sent to the Ordinary Shareholders on the register of members of the Company as at Friday, 5 July 2024. Ordinary Shareholders registered on the register of members as at Friday, 2 August 2024 (“Record Date”) shall have the right to participate in and vote at the AGM. Accordingly, the last day to trade for Ordinary Shareholders in order to be able to participate in and vote at the AGM is Tuesday, 30 July 2024. Any change to an entry on the register of members after the Record Date shall be disregarded in determining the right of any person to attend and vote at the AGM.

A form of proxy is enclosed with this notice, the completion of which will not preclude an Ordinary Shareholder from attending and voting at the AGM in person to the exclusion of any proxy appointed.

Resolutions 1 to 4 are to be proposed as ordinary resolutions and Resolution 5 is to be proposed as a special resolution.

Ordinary resolutions may be passed at the AGM by a simple majority representing more than 50 (fifty) percent of the voting rights attached to shares represented and entitled to vote at the AGM. Special resolutions require a 75 (seventy five) percent majority by nominal value of shares represented at the AGM and entitled to vote.

The quorum requirement in relation to both ordinary resolutions and special resolutions is at least two members holding shares granting the right to vote in the Company who are present or represented at the AGM.

By order of the Board,

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Company Secretary

12 July 2024

Company Secretary

Mauritius

Stonehage Fleming (Mauritius) Corporate Services Limited 1st Floor Les Fascines Block B Vivea Business Park Moka, Mauritius

Registrar and Transfer Agent South Africa

S.A. Computershare Investor Services (Proprietary) Limited Rosebank Towers 15 Biermann Avenue Rosebank, 2096

Integrated Annual Report 2024 | Brait 161

Notes

162

Brait | Integrated Annual Report 2024

18

Form of proxy

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BRAIT PLC

(Registered in Mauritius as a Public Limited Company) (Registration No. 183309 GBC) Listed in Luxembourg and South Africa (“Brait” or the “Company”)

Form of Proxy for use by certificated Brait holders of ordinary shares and “own-name” dematerialised Brait holders of ordinary shares only at the annual general meeting on Monday, 12 August 2024 at 11h00 MUT

For use only:

• by holders of certificated shares of the Company; and

• holders of dematerialised shares in the Company held through a Central Securities Depository Participant (“CSDP”) or broker and who have selected “own name” registration;

• at the annual general meeting of the Company to be held at 11h00 MUT on Monday, 12 August 2024, at 4th Floor, The Axis, 26 Bank Street, Ebene 72201, Mauritius or at any adjournment thereof (“AGM”).

If you are a Brait shareholder entitled to attend and vote at the AGM, you can appoint a proxy or proxies to attend, vote and speak in your stead. A proxy need not be a shareholder of the Company.

If you are a Brait shareholder and have dematerialised your share certificates through a CSDP (and have not selected “own name” registration in the sub-register maintained by a CSDP), do not complete this form of proxy (blue) but instruct your CSDP to issue you with the necessary letter of representation to attend the AGM, or if you do not wish to attend, provide your CSDP with your voting instructions in terms of your custody agreement entered into with them.

I/We	(full names in block letters)
of	(address)
being a holder/s of	shares in the Company, hereby appoint (see note ii)
1.	or (or failing him/her)
2.	or (or failing him/her)

1. the Chairman of the Company or failing him/her the Chairman of the AGM, as my/our proxy to attend, speak, and on a poll to vote or abstain from voting on my/our behalf at the AGM which will be held for the purpose of considering and, if deemed fit, passing, with or without modification, the ordinary or special resolution to be proposed thereat and at any adjournment thereof.

Integrated Annual Report 2024 | Brait 163

18 Form of proxy continued

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----- Start of picture text -----

Number of votes (one per share)
In favour Against Abstain
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	Number of votes (one per share)	Number of votes (one per share)	Number of votes (one per share)
	In favour	Against	Abstain
Resolution number 1 Receipt and approval of audited accounts for the fnancial year ended 31 March 2024 and directors’ and auditor’s reports thereon
Resolution number 2(a) Re-election of directors
2.1 Mr RA Nelson
2.2Mr MP Dabrowski
2.3 Mr JM Grant
2.4Ms Y Jekwa
2.5Mr PG Joubert
2.6Mr PJ Roelofse
2.7Mr HRW Troskie
2.8Dr CH Wiese
Resolution number 2(b) Approval of non-executive director compensation in respect of the period up to the date of the AGM of the Company to be held in 2025
Resolution number 3 Appointment of auditors
Resolution number 4 Renewal of the Board’s authority to issue ordinary shares
Resolution number 5 Renewal of the Company’s authority to purchase its own shares subject to various limitations
Note: Please indicate with an “x” in the spaces above how you wish your votes to be cast. Signed at this day of 2024
Signature:

164 Brait | Integrated Annual Report 2024

NOTES TO THE PROXY

• i. The following dates are applicable to all Ordinary Shareholders. This notice is being sent to the Ordinary Shareholders on the register of members of the Company as at Friday, 5 July 2024. Ordinary Shareholders registered on the register of members as at Friday, 2 August 2024 (“Record Date”) shall have the right to participate in and vote at the AGM. Accordingly, the last day to trade for Ordinary Shareholders in order to be able to participate in and vote at the AGM is Tuesday, 30 July 2024. Any change to an entry on the register of members after the Record Date shall be disregarded in determining the right of any person to attend and vote at the AGM.

• ii. An Ordinary Shareholder entitled to vote may appoint a proxy to attend and vote instead of him/her using the enclosed Form of Proxy. The appointed proxy need not be an Ordinary Shareholder. To be valid, the Form of Proxy must be signed and must reach the Company Secretary at c/o Stonehage Fleming (Mauritius) Corporate Services Limited, 1st Floor, Les Fascines Block B, Vivea Business Park, Moka, Mauritius by not later than Thursday, 8 August 2024 at 11h00 MUT.

• iii. Should you not wish to send the duly-completed Form of Proxy directly to the Company Secretary, and provided you are registered on the South African share register, you may send it to: Computershare Investor Services (Pty) Limited Private Bag X9000, Saxonwold, 2132, South Africa. Tel: +27 11 370 5000; Fax: +27 11 668 5238; Email: proxy@computershare.co.za by not later than Wednesday, 7 August 2024 at 11h00 MUT, in order to enable the transfer agent to send it on your behalf for receipt by the Company Secretary by not later than Thursday, 8 August 2024 at 11h00 MUT.

• iv. In order to participate in and to vote at the AGM, an Ordinary Shareholder or his/her proxy is to present his/her identity card or other means of identification. In the case of an Ordinary Shareholder being a body corporate, association of persons, foundation or other body of persons, a representative thereof will only be eligible to attend and be admitted to the AGM, and to vote there at, if a form of proxy has been (a) duly executed in his/her favour by the competent organ of the entity which he/she represents, and (b) submitted to the Company Secretary in accordance with the procedures set out under (ii) above.

• v. A holder of shares in the Company holding not less than 10 (ten) percent of the voting issued share capital of the Company may:

• (a) draft resolution to be adopted at the AGM; and

• (b) table draft resolutions for items included in the agenda of the AGM.

Provided that with respect to the request to put items on the agenda of the AGM or table draft resolutions, these shall be submitted to the Company in hard copy form or in electronic form at least 7 (seven) days before the date set for the AGM and it shall be authenticated by the person or persons making it. In the event that such a request or resolution is received after the lapse of the seven-day time limit set out above, the Company shall not be obliged to entertain any requests by such holders of ordinary shares.

• vi. In the case of ordinary shares held jointly by several persons, the person who had been nominated by the joint holders to be the registered holder of such shares shall be entitled to attend and vote at the AGM. In the event that the joint holders failed to nominate such person, the first named joint holder on the register of members of the Company shall be entitled to attend and vote at the AGM.

• vii. An Ordinary Shareholder who is a minor may be represented at the AGM by his/her legal guardian who will be required to present his/her identity card.

• viii. Admission to the AGM will commence one hour before the advertised and appointed time.

• ix. The following information is also made available to the Ordinary Shareholders on www.brait.com in the Investor Relations section:

• (a) a copy of this notice;

• (b) the total number of shares and voting rights at the date of the notice;

• (c) the documents to be submitted to the AGM; and

• (d) the proxy forms.

Integrated Annual Report 2024 | Brait 165

19 Administrative and contact details

BRAIT PLC

Registration No: 183309 GBC

ISSUER NAME AND CODE

Issuer long name: BRAIT PLC Issuer code: BRAIT Share code: BAT ISIN: LU0011857645 Bond code: WKN: A2SBSU ISIN: XS2088760157 LEI: 549300VB8GBX4UO7WG59

COMPANY SECRETARY

Stonehage Fleming Workshop 17 Les Fascines Building Vivea Business Park Rue des Fascines Moka, Mauritius

LUXSE LISTING AGENT

Harney Westwood & Riegels SARL 56, rue Charles Martel L-2134 Luxembourg Tel: +352 2786 7102

SOUTH AFRICAN TRANSFER SECRETARIES

Computershare Investor Services Pty Ltd Rosebank Towers 15 Biermann Avenue Rosebank Johannesburg, 2196 South Africa Tel: +27 11 370 5000

JSE SPONSOR

Rand Merchant Bank (A division of FirstRand Bank Limited) 1 Merchant Place Corner Fredman Drive and Rivonia Road Sandton 2196 South Africa

INDEPENDENT AUDITORS PricewaterhouseCoopers

REGISTERED OFFICE

C/o Stonehage Fleming (Mauritius) 1st Floor, Les Fascines Block B, Vivea Business Park, Moka, Mauritius Tel: +230 213 6909

ADVISOR

Rohatyn Management SA (Pty) Ltd 3rd Floor, Rosebank Towers, 15 Biermann Avenue Rosebank Johannesburg, 2196 South Africa Tel: +27 11 328 7400

INVESTOR RELATIONS

www.brait.com Email: invest@brait.com Tel: +27 11 328 7400

166 Brait | Integrated Annual Report 2024

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www.brait.com