Notice of annual general meeting

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 Thursday, 07 August 2025 at 12th Floor, Standard Chartered Tower, 19 Bank Street, Cybercity, Ebene 72201, Mauritius to consider and, if deemed appropriate, approve the following resolutions

AGENDA

ORDINARY BUSINESS

1. Accounts

That the audited accounts for the financial year ended 31 March 2025 and directors' and auditor's reports thereon be received and 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 2026. 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.

Notice of annual general meeting 2025

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. that the authority given under this ordinary resolution will expire upon the lapse of 15 (fifteen) months from the date of the AGM of Thursday, 07 August 2025 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 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 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. the maximum price which may be paid for each Share shall be 5 (five) percent above the volume weighted average price for a 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 2026 or, if sooner, at the end of the AGM of the Company to be held in 2026.

Brait | Notice of annual general meeting 2025

Notice of annual general meeting continued

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, 4 July 2025. Ordinary Shareholders registered on the register of members as at Friday, 1 August 2025 ("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, 29 July 2025. 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.

Company Secretary

11 July 2025

Company Secretary

Mauritius

Stonehage Fleming (Mauritius) 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

Notice of annual general meeting 2025

Brait

Form of proxy

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 Thursday, 07 August 2025 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 Thursday 07 August 2025, at 12th Floor, Standard Chartered Tower, 19 Bank Street, Cybercity, 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)

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.

Brait | Notice of annual general meeting 2025

Form of proxy continued

	Number of votes (one per share)
	In favour	Against	Abstain
Resolution number 1
Receipt and approval of audited accounts for the financial year ended 31 March 2025 and directors' and auditor's reports thereon
Resolution number 2(a)
Re-election of directors
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
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 2026
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 ___ 2025

Signature: _______

Notice of annual general meeting 2025 | Brait

Form of proxy continued

NOTES TO THE FORM OF 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, 4 July 2025. Ordinary Shareholders registered on the register of members as at Friday, 1 August 2025 ("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, 29 July 2025. 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) Limited, 1st Floor, Les Fascines Block B, Vivea Business Park, Moka, Mauritius by not later than Tuesday, 5 August 2025 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: [email protected] by not later than Monday, 4 August 2025 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 Tuesday, 5 August 2025 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) request the Company 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 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.

Brait | Notice of annual general meeting 2025

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BRAIT PLC Proxy Solicitation & Information Statement 2025

48683_rns_2025-07-17_455c4a74-bd5b-4368-a78f-cca367716b37.pdf

BRAIT PLC

AGENDA