| FOR
USE IN RESPECT OF THE ANNUAL GENERAL MEETING OF SHAREOWNERS
TO BE HELD AT THE REGISTERED OFFICE OF THE COMPANY ON
26 JULY 2006 AT 14:30 |
| Brait S.A.
shareowners in South Africa who have dematerialised their
shares with a CSDP or broker, other than with Own Name
Registration, must arrange with the CSDP or broker concerned
to provide them with the necessary authorisation to attend
the annual general meeting or the Brait S.A. shareowners
concerned must instruct them as to how they wish to vote
in this regard. This must be done in terms of the agreement
entered into between the Brait S.A.shareowner and the
CSDP or broker concerned. |
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| I/We (BLOCK LETTERS PLEASE) |
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| of (address) |
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| Telephone (work) ( ) |
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Telephone
(home) ( ) |
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| being the holder(s) of |
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Brait S.A.shares,appoint
(see note
1): |
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| 1. |
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or
failing him/her, |
| 2. |
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or
failing him/her, |
| 3. the chairman
of the annual general meeting, |
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| as my/our proxy to act on my/our behalf
at the annual general meeting which will be held for the
purpose of considering and, if deemed fit, passing, with
or without modification, the resolutions to be proposed
thereat and at each adjournment thereof and to vote for
or against such resolutions or to abstain from voting
in respect of the Brait S.A. shares registered in my/our
name(s), in accordance with the following instructions
(see note
4): |
| Number of votes |
For |
Against |
Abstain |
| Ordinary resolution number 1 (ratification of
interim dividend) |
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| Ordinary resolution number 2 (adoption of directors
and auditors reports) |
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| Ordinary resolution number 3 (approval of financial
statements) |
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| Ordinary resolution number 4 (discharge of mandates) |
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| Ordinary resolution number 5 (re-election of existing
directors) |
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| • Mr AC Ball |
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| • Mr PAB Beercroft |
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| • Mr JE Bodoni |
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| • Mr BI Childs |
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| • Mr JJ Coulter |
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| • Mr JA Gnodde |
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| • Mr ME King |
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| • Mr RJ Koch |
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| • Mr AM Rosenzweig |
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| • Mr CJ Tayelor |
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| • Mr HRW Troskie |
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| • Mr SJP Weber |
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| • Mr PL Wilmot |
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| Ordinary resolution number 6 (nomination of auditor) |
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| Ordinary resolution number 7 (allocation of profits
to legal reserve) |
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| Ordinary resolution number 8 (declaration of dividend) |
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| Ordinary resolution number 9 (authority to purchase
own shares) |
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| Special resolution number 10 (board authority
to issue further shares) |
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| (Please indicate instructions to proxy in
the space provided above by the insertion therein of the
relevant number of votes exercisable.) |
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| Each Brait S.A.shareowner is entitled to
appoint one or more proxies (who need not be a Brait S.A.shareowner)
to attend, speak and vote in place of that Brait S.A.shareowner
at the annual general meeting. |
| Signed at |
this |
day |
of |
2006 |
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| Signature(s) |
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| Capacity and authorisation (see
note
7) |
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| Please read the notes on the reverse side
hereof. |
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| • |
There is no quorum requirement for
resolutions number 1 to 9 and these resolutions
will be passed by a simple majority of the shares
represented at the annual general meeting. |
| • |
For the passing of resolution number 10, a quorum
of 50% of the shares in the company outstanding
is required. This resolution requires the consent
of two-thirds of the shares represented at the annual
general meeting. |
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