RMBMS

conference

INVESTOR

PRESENTATION

17 September 2020

Brait SE(Registered in Malta as

a European Company)

(Registration No. SE1)

Share code: BAT

ISIN: LU0011857645

Bond code: WKN: A1Z6XC

ISIN: XS1292954812

Bond code: WKN: A2SBSU

ISIN: XS2088760157

LEI code: 549300VB8GBX4UO7WG59

(“Brait”, the “Company” or “Group”)

FIRST SIX MONTHS - PERFORMANCE REVIEW

2

PORTFOLIO COMPANY STRATEGIC & OPERATIONAL POSITIONING

DISPOSALS

– Significant amount of time spent with portfolio company boards and management teams focusing on:

• Short term strategies to survive the impact of COVID

• Understanding and aligning behind Brait’s new strategy

• New / refreshed strategies to optimize value in the 3 to 5-year horizon

• New management incentive schemes and succession plans in place at Virgin Active and Premier

– Strategic reset and growth plan implemented at Premier

– Virgin Active refinancing, liquidity plan and launch of global digital offerings

– New Look capital restructuring and CVA approved and being progressed towards completion

– Consol increase in debt facilities

– DGB sale completed in April

• Consideration of R470 million equal to March 2020 carrying value

• 1st tranche of R370 million proceeds received 1 June 2020

• 2nd and 3rd tranches of R50 million each to be received by 31 March 2021 and 31 March 2022 respectively

– Sale of Iceland Foods in May

• Consideration of £115 million represents an 83% premium to 31 March 2020 carrying value

• 1st tranche of £60 million (R1,275 million) proceeds received 8 June 2020

• £48.5m proceeds (R1,074 million) received 15 September, as agreed early settlement for 2nd and 3rd tranches (due July 2021 & July 2022)

– Total proceeds of R2.9 billion received since March 2020 (including R150 million Premier shareholder loan repayment)

– Outline of exit strategy for remaining portfolio agreed with Board

FIRST SIX MONTHS - PERFORMANCE REVIEW

3

LIQUIDITY MANAGEMENT

BRAIT OPERATIONS

– Significant reduction in Brait net debt:

• BML debt reduced from R4.6bn (31 March 2020) to R2.7bn (15 September 2020)

• Interest saving of c.R310m on an annualised basis

– Increased headroom of covenants on both BML facility and the 2024 Convertible Bonds

– Repayment / redemption of 2020 convertible bonds:

• Savings of c.R66m through early settlement offers and tender process

– Team integration complete

– Significant reduction of c.R493m of cash costs on an annualised basis

– Progress on redomiciliation from Malta to Mauritius; subject to shareholder approval at EGM, process envisaged to complete by

March 2021

GOVERNANCE

– Appointment of new Board at AGM in August (5 new members; 3 re-elected); new Board committees constituted;

significant (c.50%) reduction in Board costs

– Given impact of COVID, Advisory Fee and Board Fee reductions of 25% for Q121

PORTFOLIO COMPANY PERFORMANCE OVERVIEW

4

Portfolio company overview

– Clubs re-opened in Italy, Thailand, Singapore, Australia (3 closed in Melbourne / Sydney) and UK (7 remain closed in

London)

– Early indications are positive: usage levels above; freeze / terminations in-line with management’s forecasts

– South Africa re-opened on 24 August, terminations (6%) lower than management estimates, usage up to 35% in week 2,

free freeze until end October so levels remain elevated (27%)

– However, likely to take at least 18 months (based on management’s forecasts) to revert to 2019 levels

– Strong operational and financial performance has continued with Q1 revenue and EBITDA increasing c.12% and c.20%

respectively driven by volume growth

– Management highly focused on enhancing operational efficiency and dealing with COVID mitigants to the business

– Strategy remains to look for in-fill acquisitions of complementary products to leverage the Premier platform

– Sold to Iceland management for a total consideration of £115m; a premium to the March 2020 carrying value of £62m

• Early settlement discounted payment of £48.5m received on 15 September (total proceeds received £108.5m (R2.349bn)

– Operational turnaround plan was on track, however significantly impacted by COVID with store closures

– Approved a capital restructuring and CVA process to reduce costs

– Strong 2019 performance halted by COVID and impacted by the renewed alcohol ban in South Africa; operations have

reopened and will take time to ramp up to full capacity

(1) Consol is an investment held through Brait IV, and included in Brait’s ‘other investments’ portfolio

1

6.3

2.9 2.9 2.9

6.4

4.63.5

2.7

Sep 19 (prerestructure)

31 March 2020 19 June 2020 Adjusted

Total Group debt (R billion)

2020 Convertible Bond

2024 Convertible Bond

Drawn BML RCF

33%

25%4%

28%

8%2%

BRAIT LIQUIDITY & CASH COST SAVINGS ANALYSIS

5

ILLUSTRATIVE CASH COST SAVINGS (realised since 1 March 2020) DEBT & COVENANTS

12.8

6.4

5.6

7.5

– Chart excludes 2020 Bonds for periods Mar-20 onwards, given

settlement of the £132.5m outstanding balance on 18 Sep 2020

– Adjusted reflects the drawn balance outstanding on the BML

RCF, post the 15 Sep 2020 receipt of the early discounted final

payment of Iceland sales proceeds of £48.5m

– The conversion price on the 2024 Bonds is £0.5219 (R11.21 at 30

June 2020)

– Brait is in compliance with all debt covenants

R493m cash cost

reduction (1)

INTEREST RATES

Refinancing of BML

facility (annual interest

saving – including Base

Rate reduction) (2)

ADVISOR FEE

Reduction in the BML

Advisory Fee (3)

Voluntary reduction in Q1

Advisory Fee

OPERATING COSTS

– Re-domiciliation from

Malta to Mauritius

– Reduction cost of the Brait

Board

– Voluntary reduction in Q1

directors’ remuneration

DISPOSALS

Annual interest rate

savings

BOND REPURCHASE

Liquidity management:

Repurchase of a portion

of 2020 Convertible

Bonds at a discount

PREMIER LOAN REPAYMENT

Liquidity management:

R150m of shareholder loan proceeds

from Premier (interest saving)

(1) Represents an illustrative estimate of “annualised” cost savings; (2) Includes the benefit of a 289bps reduction in SA Base Rates and a 60pbs reduction in Margin following the receipt of the Iceland

proceeds; (3) Reduction of Advisory fee from R215 million to R100 million p.a.

6

PORTFOLIO COMPANY OVERVIEW

VIRGIN ACTIVE

7

Update on club openings

ITALY

– Re-opened 4 clubs on the 20th of May, 18 clubs on the 25th of May and the remaining 13 clubs on the 1st of June

– Current usage levels are slightly above management forecasts:

• Clubs opened on 20 May = 66% usage, clubs opened 25 May = 66% usage, clubs opened 1 June = 56% usage

– Active membership numbers 14% below prior year due to c.7% of members on freeze with total membership numbers

10% lower than prior year due to terminations

AUSTRALIA

– Re-opened 8 of its 11 clubs in mid June (2 Melbourne clubs and 1 Sydney club closed)

– Current like-for-like usages levels are at 82%; suburban clubs are delivering close to 100% usage, with inner city clubs

remaining quiet as businesses work through their return to office strategies

– Active membership numbers are 16% behind prior year with 15% of members on freeze and total membership numbers

8% down on prior year

THAILAND &

SINGAPORE

– Re-opened all 8 clubs in Thailand on 2 June and all 6 clubs in Singapore by the 25 June, current usage levels:

• Thailand clubs at 73% usage with 5% of membership on freeze

• Singapore clubs at 89% usage with 21% of members on freeze

– Overall active membership numbers for Thailand and Singapore are 13% and 29% below prior year with total

membership numbers 13% and 18% down respectively

UNITED KINGDOM

– Re-opened 36 clubs on 26 July, 7 London clubs remain closed

– Current usage levels are at 53% of the prior year.

– Overall active membership numbers are 36% down on prior year due to higher number of members on freeze (16%) with

total memberships down 26% due to higher terminations

SOUTH AFRICA

– Re-opened all clubs on 24 August, two clubs in Namibia and one in Botswana re-opened in June.

– Usage has steadily improved to 35% of prior year in week 2 (from 13% at opening)

– Active membership base down 30% with 27% of members on freeze but total membership only down 6%

– Contract structure for SA membership base remains a positive for Virgin Active

21%

13%

28%

38%

= % of 2019 revenue

PREMIER

8

Quarter ended 30 June 2020 performance

OPERATIONAL

PERFORMANCE

– Premier’s MillBake portfolio and CIM in Mozambique (which contributed 80% and 10% of FY20 revenue,

respectively) performed strongly

– c.12% revenue growth continued in Q1 FY21 (over prior year) driven by

• wheat price inflation

• overall volume growth in MillBake business (sales volumes were up 8%)

– EBITDA growth of c.20% for Q1 FY21 (over prior year)

• MillBake continued the strong momentum from H2 of FY20 after a weak H1 in FY20 where MillBake EBITDA was

down 10% compared to H1 FY19

• Benefited from efficiency gains and operating leverage from higher volume throughput

MARKET SHARE

– Bread market share of 23.5% (31 Mar 2020: 22.8%) across five brands

– Maize market share of 15.5% (31 Mar 2020: 16.2%) across its four regional brands

– Wheat share market share of 30.0% (31 Mar 2020: 26.1%)

– Sugar-based confectionery market share of 8.2% (31 Mar 2020: 7.7%)

– SA feminine hygiene products market share of 15.8% (31 Mar 2020: 17.4%)

OPERATIONAL EFFICIENCIES

– Weak Rand to continue raw material inflation, requiring a continued focus on operating cost containment

– COVID related costs of R43m for Q1, mainly for transport, screening and additional labour costs for staff bonuses and

to cater for employees in self isolation

– Benefited from reduced fuel costs for distribution and production of R8m per month

CASH GENERATION AND

DEBT

– Capital expenditure in line with budget for FY21

– Net 3rd party debt was R2.2bn at the end of Q1 FY21 (vs FY20: R2.2bn)

– Significant investment in working capital (inventory at seasonal high due to high level of wheat imports)

– Savings from lower interest rates

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2

3

4

PREMIER

9

Strategic considerations and outlook

STRATEGIC CONSIDERATIONS

OUTLOOK

Strategic initiatives

– Construction of the brownfields Pretoria bakery which is part of a multi-phase development project to upgrade

Premier’s inland bakeries

– Will drive significant operational cost efficiencies and profitability

M&A activity

– Premier has assessed a number of strategic opportunities of complimentary businesses that would significantly

bulk up its existing presence in currently underweight categories

– Premier’s trading in July and August has remained strong and ahead of prior year

– The main concern for Premier is the impact of rising unemployment and a recession on the affordability of its

products

– Based on an anticipated 2020/21 white maize crop, Premier expects maize to remain the most affordable staple

food in the market for balance of FY21

Restructuring update and impact

NEW LOOK UPDATE

UPDATE ON NEW LOOK RESTRUCTURING

– Significant focus on New Look’s e-commerce channel delivery resulted in strong online sales throughout

lockdown which has continued post reopening

– Sales, profitability and liquidity in line with management’s plans since the store reopening

– The financial recapitalisation of the business is being progressed towards completion

• Requisite support from secured financial creditors has been received

• Requisite majority (>75%) of unsecured creditors approved the CVA on 15 September

• Extension of the Operating Facilities and RCF to 2023 and 2024 respectively

• Fresh capital of GBP40m to be raised to provide further liquidity for New Look to implement its strategic plan

– Brait to inject GBP7.3m to “follow its rights” under the recapitalisation

IMPACT OF RESTRUCTURING

– The restructuring will significantly reduce operating costs and leverage in the business:

• Full equitization of the GBP440m of SSNs reducing senior debt from GBP550m to GBP110m (excluding

Operating Facility) with significant reduction in interest costs

• Reduction of rental costs through turnover based model and write off of deferred rentals due to the lockdown

• Significantly reduced operating cost base

– Capital structure post recapitalisation:

• Operating Facility of GBP60m, overdraft of GBP10m and RCF of GBP100m

• GBP40m PIK Facility (16.5% PIK coupon with 80% voting equity interest) plus GBP40m Shareholder Loan (no

interest coupon and 20% non-voting equity interest)

– Brait will retain its 18.3% stake through its participation in the restructuring and will retain its position on the New

Look board

Capital structure pre and post restructure:

PRE POST

Cash interest (£m)

RCF 100 100

Overdraft 10 10

Operating Facility 60 60

SSN 440 -

Non-cash interest (£m)

PIK Facility - 40

Shareholder Loan - 40

10

Pre restructuring Post restructuring

RCF Overdraft

Operating Facility SSN

PIK Facility Shareholder Loan

£610m

£250m