IMPORTANT NOTICE

ELECTRONIC VERSIONS OF THE MATERIALS YOU ARE SEEKING TO ACCESS (THE “MATERIALS”) ARE BEING MADE AVAILABLE ON THIS WEBSITE BY BRAIT PLC (THE “COMPANY”) IN GOOD FAITH FOR INFORMATION PURPOSES ONLY. THE MATERIALS ARE NOT DIRECTED AT OR INTENDED TO BE ACCESSIBLE BY PERSONS LOCATED IN THE UNITED STATES OF AMERICA (SUBJECT TO CERTAIN EXCEPTIONS) OR PERSONS RESIDENT OR LOCATED IN AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION WHERE THE EXTENSION OF AVAILABILITY OF THE MATERIALS WOULD BREACH ANY APPLICABLE LAW OR REGULATION.

IMPORTANT: You must read the following notice carefully, as it applies to all persons who access this website. Please note that the disclaimer set out below may be altered or updated. You should read it in full each time you visit the site. If you access the Materials on this website, you agree to be bound by the terms and conditions below. If you do not agree to the terms and conditions, do not access this website or view any of the Materials.

Overseas persons

The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or under the securities legislation of any state or other jurisdiction of the United States or under the applicable securities laws of Australia, Canada or Japan. The securities referred to herein may not be offered or sold in 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 has been and will be no public offering of the securities referred to herein in the United States.

The Materials do not constitute or form a part of any offer or solicitation to purchase or subscribe for securities (the “Securities”) in the United States (subject to certain exceptions), Australia, Canada or Japan, or in any jurisdiction where such offers or sales are unlawful (the “Excluded Territories”). The Securities are being offered and sold outside the United States in reliance on Regulation S under the Securities Act and within the United States to a limited number of “qualified institutional buyers” as defined in Rule 144A under the US Securities Act.

The Materials are only being distributed to and are only directed at: (i) persons who are outside the United Kingdom; or within the United Kingdom (ii) persons who are qualified investors within the meaning of article 2(e) of Regulation (EU) 2017/1129 (as it forms part of domestic law in the UK by virtue of the European Union (Withdrawal) Act 2018 (“UK Prospectus Regulation”); (iii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”); or (iv) high net worth entities falling within Article 49(2)(a) to (d) of the Order; or (v) persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as “Relevant Persons”). The rights offer shares (“Securities”) are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such rights offer shares will be engaged in only with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on the Materials.

The Materials are not being distributed by, nor have they been approved for the purposes of section 21 of the Financial Services and Markets Act 2000 (“FSMA”) by, a person authorised under FSMA. The Materials are being distributed and communicated to persons in the United Kingdom only in circumstances in which section 21(1) of FSMA does not require approval of the communication by an authorised person. The Materials have been issued by, and is the sole responsibility of, Brait.

In any member state of the European Economic Area (other than the United Kingdom) that has implemented Regulation (EU) 2017/1129 (the “Prospectus Regulation”), the Materials are only addressed to and are only directed at qualified investors in that member state within the meaning of the Prospectus Regulation.

The Securities are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA or the United Kingdom. For these purposes, a retail investor means (A) in the EEA, a person who is one (or more) of: (i) a retail client as defined in Point (11) of Article 4(1) of MiFID II, or (ii) a customer within the meaning of Directive (EU) 2016/97, where that customer would not qualify as a professional client as defined in Point (10) of Article 4(1) of MiFID II and (B) in the United Kingdom, a person who is one (or more) of (I) a retail client, as defined in Point (8) of Article 2 of Regulation (EU) No. 2017/565 as it forms part of the United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018 (the “EUWA”) or (II) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 of the United Kingdom (the “FSMA”) and any rules or regulations made under the FSMA to implemented Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in Point (8) of Article 2(1) of Regulation (EU) No. 600/2014 as it forms part of United Kingdom domestic law by virtue of the EUWA. Consequently, no Key Information Document is required by Regulation (EU) No. 1286/2014, as amended (the “PRIIPS Regulation”) or the PRIIPS Regulation as it forms part of United Kingdom domestic law by virtue of the EUWA (the “UK PRIIPS Regulation”) for offering or selling of the Securities or otherwise making them available to retail investors in the EEA or the United Kingdom has been prepared and therefore offering or selling the Securities or otherwise making them available to any retail investors in the EEA or the United Kingdom may be unlawful under the PRIIPS Regulation and/or the UK PRIIPS Regulation.

No person receiving a copy of these Materials in any territory other than South Africa may treat the same as constituting an invitation or offer to accept, exercise and/or use the Securities unless, in the relevant territory, such action could lawfully be performed, implemented or dealt with, without contravention of any registration or other legal requirements. In such circumstances, these Materials and the Securities are to be treated as sent for information only and should not be copied or redistributed. If you are not permitted to view the Materials or are in any doubt as to whether you are permitted to view the Materials, please exit this website.

The Materials must not be released or otherwise forwarded, distributed or sent in or into Australia, Canada, Japan or any other jurisdiction where to do so is unlawful.

No representation or warranty, express or implied, is made as to the fairness, accuracy, completeness or correctness of the information, opinions and conclusions contained in these documents. To the maximum extent permitted by law, the Company and its affiliates, officers, directors, employees and agents, disclaim any liability (including, without limitation, any liability arising from fault or negligence) the accuracy or completeness of use of, nor any obligation to update, the materials and the information contained on this website.

Basis of access

Access to the Materials is being granted on the website by the Company in good faith and for information purposes only. Any person seeking access to this website represents and warrants to the Company that they are doing so for information purposes only. Making press announcements and other documents available in electronic format does not constitute an offer to sell or the solicitation of an offer to buy any securities in the Company. Further, it does not constitute a recommendation by the Company or any other party to sell or buy securities in the Company.

Confirmation of understanding and acceptance of disclaimer

I represent and warrant that:
• I am either (a) a “qualified institutional buyer as defined in Rule 144A under the US Securities Act of 1933, as amended or (b) outside of the United States (including its territories and possessions, any state of the United States and the District of Columbia);
• I am neither located nor resident in Australia, Canada or Japan or any other jurisdiction where accessing the Materials or the website is unlawful, and
• I agree that I will not transmit or otherwise send (by any means including by electronic transmission) any Materials (either in whole or in part) to any person located or resident in the United States, Australia, Canada or Japan or any other jurisdiction where to do so is unlawful.

I have read and understood the information set forth above and agree to be bound by its terms. I understand that the terms set out above may affect my rights. By clicking the ‘AGREE’ button I confirm that I am permitted to proceed to electronic versions of the Materials.