Share buyback programme

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Salient Terms:

Treasury shares held 17,475,070 shares are held for the vested benefit of Brait SE (the “Company”) as at 31 March 2018
Issue size To reduce the capital of the Company and to meet the obligations of the Convertible Bonds as they become due
Legislation The buyback programme is implemented in accordance with the applicable buyback rules and regulations:
• article 5 of the Market Abuse Regulation (EU) No 596/2014; and
• the Commission Delegated Regulation (EU) 2016/1052
Authority The conditions relating to the buyback programme are governed by the Company´s articles of association. In terms of such authority:
• the directors may not acquire more than 10% of the issued shares of the Company from time to time; and
• the maximum purchase price shall not be more than five percent above the volume weighted average price for the five
  business days immediately before the day of the acquisition
In accordance with applicable law, the maximum price which may be paid for an ordinary share is further restricted to the higher of:
(i)   the price of the last independent trade; and
(ii)  the highest current independent purchase bid for the ordinary shares on exchanges where the shares have been
      admitted for trading when the purchase is made
The authority granted also provided that:
(i)   the shares shall be fully paid up;
(ii)  the minimum price which may be paid for each share shall be one euro cent, and
(iii) all conditions and limitations imposed by the Malta Companies Act shall be adhered to
Duration of programme • Authority shall not extend beyond the date of the next annual general meeting (“AGM”) unless such authority is renewed
  by shareholders in a general meeting
• Specifically, as resolved in the AGM held on 25 July 2018, the Company´s authority to purchase its own shares has been
  renewed until the earlier of 30 October 2019 or the next AGM
• Subject to the renewal of the shareholder authority from time to time, the programme shall remain in place until the
  maturity of the Convertible Bonds on 18 September 2020
Conditions • All share purchases will be on exchanges where the shares have been admitted for trading
• The maximum number of share repurchases on any trading day for the renewal period is 397,496 ordinary shares
• The Company will announce shares purchased no later than 7 business days following the purchases
BAT: BRAIT SE share buyback transaction detail