BRAIT P.L.C.
(Registered in Mauritius as a Public Limited Company)
(Registration No. 183309 GBC)
Share code: BAT ISIN: LU0011857645
Bond code: WKN: A2SBSU ISIN: XS2088760157
LEI: 549300VB8GBX4UO7WG59
("Brait" or the "Company")

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN OR ANY OTHER JURISDICTION WHERE SUCH PUBLICATION, DISTRIBUTION OR RELEASE OR MAKING OF THE RIGHTS OFFER WOULD BE UNLAWFUL. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY OTHER JURISDICTION.

DECLARATION ANNOUNCEMENT IN RESPECT OF THE BRAIT RIGHTS OFFER

Unless otherwise stated, capitalised terms used in this announcement have the same meanings given in the Circular to Shareholders and Notice of Extraordinary General Meeting dated Thursday, 18 June 2026.

INTRODUCTION AND BACKGROUND

Brait shareholders ("Shareholders") are referred to the announcement published on the Euro MTF market of the Luxembourg Stock Exchange ("LuxSE"), the Stock Exchange News Service ("SENS") of the securities exchange operated by the JSE Limited ("JSE") and the Official Market of the Stock Exchange of Mauritius Limited ("SEM") on Thursday, 18 June 2026 in terms of which the Company announced its intention to declare the Rights Offer.

Shareholders are hereby advised that Brait intends to launch the Rights Offer of ordinary no par value shares in Brait as contemplated in a Rights Offer circular to be published on Brait's website (https://www.brait.com/) on Monday, 20 July 2026 ("Rights Offer Circular").

SALIENT TERMS OF THE RIGHTS OFFER

Brait intends to raise gross proceeds of ZAR2,500,000,000 through an offer of renounceable rights which entitle Qualifying Shareholders to subscribe for 1,655,629,139 Shares proposed to be issued by the Company pursuant to the Rights Offer ("Rights Offer Shares") to Shareholders (excluding Shareholders resident or located in certain restricted jurisdictions) who are recorded in the register on the record date for the Rights Offer ("Qualifying Shareholders"), being Friday, 24 July 2026 ("Record Date").

The Rights Offer will be made by way of the issue of nil paid renounceable rights to Qualifying Shareholders ("Rights") to subscribe for Rights Offer Shares at the offer price per Rights Offer Share of ZAR1.51000 (ZAc.151) ("Offer Price"). Upon issue, the Rights Offer Shares will rank pari passu with all other Brait ordinary shares.

The final terms of the Rights Offer, including the confirmation of the ratio of Rights Offer Shares offered for every existing share held, will be announced by Brait on SENS on the finalisation date for the Rights Offer, expected to be Thursday, 16 July 2026.

RATIONALE FOR THE RIGHTS OFFER

Post implementation of the Rights Offer, as a key step to facilitate the Group's value unlock strategy, Brait will redeem its Convertible Bonds ("Convertible Bond Redemption") for GBP138 million (PIK adjusted par value plus accrued interest). During the previous financial year, Brait monetised part of its stake in Premier Group Limited ("Premier Proceeds") raising ZAR1.8 billion through a market placing of shares (ZAR1.0 billion) and a "cap and collar" structure (ZAR0.8 billion). The Rights Offer and the Premier Proceeds, together with an increase in the existing Revolving Credit Facility (undrawn as at 31 March 2026), will fund the Convertible Bond Redemption and Brait's GBP108 million contribution to the GBP175 million Virgin Active Capital Raise.

Post implementation of the transactions mentioned above, Brait will have significantly reduced its debt obligations (ZAR1.1 billion BML RCF), removed the exchange rate risk of the GBP-denominated Convertible Bonds and have three well capitalised businesses that are performing strongly and appropriately positioned for exit optimisation or unbundling

As a consequence of the Convertible Bond Redemption, the period during which holders of Exchangeable Bonds can exercise their rights to exchange their Exchangeable Bonds for Shares will expire 5 business days prior to such final full redemption of the Convertible Bonds (the "Exchange Period"). BIH intends to propose a resolution to the holders of Exchangeable Bonds to extend the Exchange Period to 10 business days prior to the final maturity date of the Exchangeable Bonds, being 3 December 2027.

FRACTIONAL ENTITLEMENTS

Fractions of Rights Offer Shares will not be issued. Where necessary, entitlements of Rights Offer Shares of 0.5 or greater will be rounded up and less than 0.5 will be rounded down to the nearest whole number.

EXCESS APPLICATIONS

Qualifying JSE Shareholders and their successors/renounces will be permitted to apply for Rights Offer Shares in excess of their pro rata entitlement in terms of the Rights Offer ("Excess Rights Offer Shares"), should there be Excess Rights Offer Shares available for allocation. The Excess Rights Offer Shares will be allocated equitably by the Board to Qualifying Shareholders that make applications for such Excess Rights Offer Shares taking cognisance of the number of Shares held by each applicant just prior to such allocation on the Rights Offer Record Date, including those taken up as a result of the Rights Offer and the number of excess Rights Offer Shares applied for by such applicant.

CONDITIONS PRECEDENT TO THE RIGHTS OFFER

The implementation of the Rights Offer is subject to the following conditions precedent being fulfilled or waived by Brait by Thursday, 16 July 2026 or such later date as may have been determined by the Board:

• Shareholders approving the Rights Offer Shareholder Resolution at the EGM; and
• receipt of any required regulatory approvals, including but not limited to the approvals of the LuxSE and the JSE.

SHAREHOLDER COMMITMENTS AND UNDERWRITING

The Company entered into an underwriting agreement with Titan Financial Services Proprietary Limited ("Titan") on 17 June 2026 ("Underwriting Agreement") in terms of which Titan and its affiliated entities have irrevocably undertaken to subscribe for all their respective entitlements to Rights Offer Shares pursuant to the Rights Offer and to take up the balance of the Rights Offer Shares if they are not taken up by Qualifying Shareholders, to an aggregate value of ZAR2,500,000,000.

In accordance with the Underwriting Agreement, the Company invited additional Shareholders to underwrite a portion of the ZAR2,500,000,000 as additional underwriters ("Additional Underwriters"). Each of the Additional Underwriters, being Coronation Asset Management (Pty) Ltd, Camissa Asset Management (Pty) Ltd, ABAX Investments (Pty) Ltd and Two Valleys Ltd, have acceded to the Underwriting Agreement, each committing to follow all their Rights in terms of the Rights Offer and to underwrite such portion of the Rights Offer Shares not taken up under the Rights Offer as is equal to their percentage shareholding in Brait at the date of accession.

Allan Gray (Pty) Ltd ("Allan Gray") has provided an irrevocable commitment in favour of Brait (subject to its mandates with its clients) to: (i) follow the Rights and subscribe for all Rights Offer Shares to which it is entitled to on behalf of clients where Allan Gray has the discretion to do so; and (ii) recommend to its clients to follow their Rights and subscribe for all Rights Offer Shares to which they are entitled where Allan Gray does not have the discretion to do so on their behalf.

The Company has agreed to pay the Underwriters and other Shareholders committing to take up their Rights a commission equal to 1% of the aggregate Offer Price (plus any applicable value added tax thereon). The underwriting fee is, in the opinion of the Board, not greater than the current market rate charged by underwriters for a transaction of this nature.

The Rights Offer will be fully committed and underwritten through the shareholder commitments to follow their Rights in full and the Underwriting Agreement with Titan and the Additional Underwriters.

SALIENT DATES AND TIMES

The salient dates and times for the Rights Offer, which will also be set out in the Rights Offer Circular, are set out below:

Notes:
1. These dates and times are indicative only and subject to change. All dates are estimations based on current expectations of the Company and are subject to change. If any of the dates and times change, details of the new dates and times will be published on the website of the LuxSE and on SENS and the SEM.

1. Shareholders in Restricted Territories are required to certify to the Company's satisfaction, in its sole and absolute discretion, by no later than Friday, 24 July 2026, that their exercise, sale or renunciation of the Rights and/or subscription for Rights Offer Shares would not result in the contravention of any registration or other legal requirement in such jurisdiction in order to participate in the Rights Offer, failing which the Rights will instead be sold by the South African Transfer Secretaries, on a best efforts basis and the average proceeds per Right sold will be remitted, net of brokerage charges and associated expenses, in accordance with the information of such Shareholders on the Brait share register.

2. The Rights attributable to Shareholders in a Prohibited Jurisdiction will be sold by the South African Transfer Secretaries, on a best-efforts basis and the average proceeds per Right sold will be remitted, net of brokerage charges and associated expenses, in accordance with the information of such Shareholders on the Brait share register.

3. Shares may not be transferred between Brait's register of members in Luxembourg and the South African sub-register between Tuesday, 14 July 2026 and Friday, 24 July 2026, both days inclusive.

4. Shares are transferable between Brait's register of members in Luxembourg and the South African sub-register save as set out in note 4 above. Qualifying LuxSE Shareholders, who wish to trade their Rights Offer Shares on the LuxSE will first need to transfer those shares from the South African sub-register to Brait's register of members in Luxembourg.

5. Rights Offer Shares will be listed on the JSE on Wednesday, 5 August 2026 and on the LuxSE on Wednesday, 12 August 2026 because securities may be listed on the JSE 3 trading days prior to their issue whereas securities may only be listed on the LuxSE following their issue.

6. Share certificates may not be dematerialised or rematerialised between Wednesday, 22 July 2026 and Friday, 24 July 2026, both days inclusive.

7. CSDP's or brokers (in respect of Qualifying Shareholders) must effect payment in respect of Dematerialised Shareholders on a delivery versus payment basis.

8. Rights Offer Shares will only be delivered pursuant to the Rights Offer on Tuesday, 11 August 2026.

TAXATION

The tax treatment of the purchase, subscription, renouncing, holding and disposal of the letters of allocation or Rights Offer Shares in the hands of Shareholders is dependent on their individual circumstances and the tax jurisdiction applicable to those Shareholders. No Shareholder should construe the contents of this announcement or the Rights Offer Circular and the documentation accompanying it as tax or other advice. Shareholders are advised to consult their tax and financial advisors regarding any taxation implications pertaining to them regarding the acceptance of their Rights in terms of the Rights Offer.

Securities transfer tax ("STT") of 0.25% of the applicable taxable amount is payable in respect of every "transfer" of securities issued by a company incorporated in South Africa or a foreign company with shares listed on the JSE. A "transfer" does not include the issue of a security or any event that does not result in a change in beneficial ownership of a security. Accordingly, no STT is payable upon the subscription for Rights Offer Shares.

OVERSEAS SHAREHOLDERS

Shareholders who have registered addresses in or who are resident in or located in, or who are citizens of, countries other than South Africa should consider the restrictions set out in the disclaimer below and the Rights Offer Circular and should consult their professional advisors to establish whether they require any governmental or other consents or need to observe any other formalities to permit them to accept the Rights Offer and enable them to take up their entitlements in terms of the Rights Offer.

Brait reserves the right to treat as invalid, and will not be bound to procure the issue of any Rights Offer Shares in respect of, any acceptance or purported acceptance of the Rights or offer of Rights or Rights Offer Shares where to do so would constitute a violation of the relevant laws or regulations of any jurisdiction or require the Company to observe any other formalities or registration requirements.

RIGHTS OFFER CIRCULAR

Further details of the Rights Offer will be disclosed in the Rights Offer Circular which will be made available on Brait's website (https://www.brait.com/) on Monday, 20 July 2026. The Rights Offer Circular (enclosing the JSE Form of Instruction in respect of Qualifying JSE Shareholders who hold Certified Shares, the Election Form in respect of Qualifying LuxSE Shareholders and certain Permitted Restricted Territory Shareholders and the letter in respect of certain permitted US shareholders ("US Investor Letter")) will be posted to Certified Shareholders on Thursday, 23 July 2026.

Port Louis, Mauritius

Tuesday, 14 July 2026

Brait's Ordinary Shares are primary listed and admitted to trading on the LuxSE and its secondary listing is on the exchange operated by the JSE. The Company's Convertible Bonds are dual listed on the Open Market (Freiverkehr) segment of the Frankfurt Stock Exchange as well as the SEM.

LuxSE Listing Agent:
Harney Westwood & Riegels SARL

Joint Financial Advisor and Transaction Sponsor to Brait:
Rand Merchant Bank, a division of FirstRand Bank Limited

Joint Financial Advisor to Brait:
The Standard Bank of South Africa Limited

SEM Authorised Representative and Sponsor:
Perigeum Capital Limited

South African Legal counsel to Brait:
DLA Piper Advisory Services Proprietary Limited

South African counsel to the Joint Financial Advisors and Transaction Sponsor:
Bowmans

International Counsel to the Joint Financial Advisors and Transaction Sponsor:
Milbank LLP

IMPORTANT NOTICE AND DISCLAIMER

The release, publication or distribution of this announcement ("Announcement") in jurisdictions other than South Africa may be restricted by law and therefore persons into whose possession this Announcement comes should inform themselves about, and observe, any applicable restrictions or requirements. Any failure to comply with such restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, Brait disclaims any responsibility or liability for the violation of such requirements by any person.

This Announcement is for information purposes only and is not intended to and does not constitute, or form part of, any offer or invitation to purchase, subscribe for or otherwise acquire or dispose of, or any solicitation to purchase or subscribe for or otherwise acquire or dispose of, any securities in any jurisdiction. Persons needing advice should consult an independent financial adviser. The information contained in this Announcement is not for release, publication or distribution to persons in any jurisdiction where to do so might constitute a violation of local securities laws or regulations.

This Announcement is restricted and is not for release, publication or distribution, in whole or in part, directly or indirectly, in or into the United States of America, Australia, Canada, Japan, Hong Kong or any other jurisdiction in which such release, publication or distribution would be unlawful. This Announcement is for information purposes only, does not purport to be full or complete, is subject to

change and shall not constitute or form part of an offer or solicitation of an offer to purchase or sell securities in the United States of America or any other jurisdiction, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions. No reliance may be placed for any purpose on the information contained in this Announcement or its accuracy or completeness.

The distribution of this Announcement and the offering for sale of the Rights and the Rights Offer Shares in certain jurisdictions may be restricted by law. The Rights and the Rights Offer Shares may not be offered to the public in any jurisdiction in circumstances which would require the preparation or registration of any prospectus or offering document relating to the shares in such jurisdiction. No action has been taken by Brait, the Underwriters or any of their respective affiliates that would permit an offering of such securities or possession or distribution of this Announcement or any other offering or publicity material relating to such Rights or shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by Brait and the Underwriters to inform themselves about, and to observe, such restrictions.

The Rights and the Rights Offer Shares have not been, and will not be, registered under the U.S. Securities Act of 1933 ("Securities Act"), as amended, and may not be offered, sold, pledged, taken up, exercised, resold, transferred or delivered, directly or indirectly, in, into or from the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. There will be no public offer of the securities mentioned herein in the United States of America.

This Announcement is only addressed to and directed at persons in member states of the European Economic Area ("EEA") who are "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation (Regulation (EU) 2017/1129, as amended) ("Qualified Investors"). In the United Kingdom, this disclaimer and the Rights Offer Circular are being distributed only to, and are directed only at persons who are "qualified investors" as defined in paragraph 15 of Schedule 1 of the Public Offers and Admission to Trading Regulations 2024 ("POATR") and who are: (i) persons having professional experience in matters relating to investments falling under Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended ("Order"); (ii) who are high net worth entities falling within Article 49(2)(a) to (d) of the Order; or (iii) are other persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as "Relevant Persons"). This disclaimer and the Rights Offer Circular must not be acted on or relied on (i) in the United Kingdom, by persons who are not Relevant Persons, and (ii) in any member state of the EEA, by persons who are not qualified investors. Any investment or investment activity to which this disclaimer and the Rights Offer Circular relates is available only to (i) Relevant Persons in the United Kingdom, and (ii) qualified investors in any member state of the EEA, and will be engaged in only with such persons.

The information in this Announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction, or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions.

This Announcement does not constitute or form a part of any offer or solicitation or advertisement to purchase and/or subscribe for securities in South Africa, including an offer to the public for the sale of, or subscription for, or the solicitation or advertisement of an offer to buy and/or subscribe for, shares as defined in the South African Companies Act, 2008 ("Companies Act") or otherwise and will not be distributed to any person in South Africa in any manner that could be construed as an offer to the public in terms of the Companies Act. As a result, this Announcement does not comply with the substance and form requirements for a prospectus set out in Companies Act and the South African Companies Regulations of 2011, and has not been approved by, and/or registered with, the with the South African Companies and Intellectual Property Commission or any other South African authority.

This Rights Offer to which this Announcement refers is a rights offer as contemplated in section 96(1)(d) of the Companies Act and does not constitute an "offer to the public" as envisaged in Chapter 4 of thereof.

The information contained in this Announcement constitutes factual information as contemplated in section 1(3)(a) of the South African Financial Advisory and Intermediary Services Act, 2002 ("FAIS Act") and should not be construed as an express or implied recommendation, guide or proposal that any particular transaction in respect of the Rights, the Rights Offer Shares or in relation to the business or future investments of Brait or any member of the Brait Group, is appropriate to the particular investment objectives, financial situations or needs of a prospective investor, and nothing in this Announcement should be construed as constituting the canvassing for, or marketing or advertising of, financial services in South Africa. The Company is not a financial services provider licensed as such under the FAIS Act.