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, assumed responsibility as the sole investment advisor to Brait. However, market dynamics have changed and the partners of TRG Africa and the board of TRG decided that the team would be better positioned as an independent business and have therefore agreed that the partners would acquire TRG Africa and reestablish it under the Ethos brand. This transaction was completed in October 2025.

To align the interests of shareholders and the investor advisor in delivering Braits's strategy:

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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;

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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

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In FY24 and pursuant to the Recapitalisation announced on 3 June 2024, the Board approved an incentive mechanism for the Investment Advisor, 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. This was 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. The incentive fee will be based on the value of the assets upon the wind down of Brait and once the quantum of the incentive has been determined by the Board, such amount will be cash settled by BML. The fair value of the liability recognised as at 31 March 2025 is R40.2 million (31 March 2024: Nil). Pursuant to the Recapitalisation, the reference share price was adjusted to R1.05 to cater for the following:

º	2.542 billion shares were issued from the Rights Offer resulting in proceeds amounting to R1.5 billion; and
º	The Exchange Price for the BIH Exchangeable Bonds has been adjusted to R2.21. Consequently, the Exchangeable Bonds are expected to be exchanged into 1 017.6 million Brait shares at redemption date.