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Brait Annual Report 2009

IntroductionBrait creates long-term shareholder valueby embracing opportunities and managingrisk. As a responsible corporate citizen,Brait recognises that a primary focus of itsbusiness is to maximise shareholder value,while always considering the broadersocial and environmental impact of theGroup and its activities on otherstakeholder constituencies. As such, Brait manages, monitors and reports theeconomic, social and environmental issues relevant to its business – the ‘triplebottom line’.

Sustainability for the business ischaracterised by its entrepreneurial culture,commitment to sound governanceprinciples, leading market position andclearly articulated investment propositions.

For the community in which Brait operatesand where it acts as custodians for futuregenerations, Brait’s commitment tosustainability includes: • providing responsible financing,

lending and fund managementactivities (taking into account indirectimpact on both the social andenvironmental landscape);

• rolling out BEE and transformationinitiatives for the company and forinvestee companies;

• implementing and maintaining soundemployment practices;

• promoting better opportunities foremployment, through education

initiatives in disadvantagedcommunities – the main thrust of the Group’s corporate socialinvestment; and

• acknowledging that the challenges of climate change extend beyond the environment, to impact on both the social and economic sectors of business.

This report covers the activities of the Brait Group during the 2009 reporting period and has been condensedinto a high-level sustainability review,similar to the format of the previous year. It draws on the framework of theinternationally accepted Global ReportingInitiative (GRI) Sustainability Guidelines,and the criteria of the JSE Limited’s (JSE)Socially Responsible Investment (SRI)Index, as guides for sustainabilityreporting. These criteria have been usedfor guidance only, focusing this report onissues that are material to the business ofBrait. Sustainability is not an isolatedundertaking removed from day-to-daybusiness activities and, as such, this reportshould be read in conjunction with the restof the annual report to gain a full overviewof the Group’s activities.

Brait has benchmarked itself against theJSE SRI Index which promotes goodcorporate sustainability practices in SouthAfrica using a set of predetermined criteriato assess and measure companies’ triplebottom line performance. Participation in

the JSE SRI Index is voluntary andinvitations are extended to, inter alia, allcompanies listed on the FTSE/JSE AllShare Index. Brait has participated in this process since its inception and isproud to be one of the 2008 JSE SRIIndex constituents.

Interaction with Brait’s stakeholder groups is fundamental to a sustainablebusiness model. The Group encouragesfeedback to advance its commitment to sustainability.

Brait’s framework for reporting on the triplebottom line is as follows:• Stakeholders – Economic performance• Social responsibility – Social

performance• Employee report – Social

performance/Occupational health and safety

• Environmental – Environmentalperformance

Highlights in 2009• Brait’s Chairman, Prof Mervyn E King

SC, is the current Chairman of the GRI Board of Directors;

• 2008 JSE SRI Index constituent; and• Group companies and global

staff support the 2009 Earth Hour climate change initiative.

Black Economic Empowerment Brait believes that promoting blackeconomic empowerment (BEE) in SouthAfrica is a business imperative and thus

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ascribes a high degree of importance to its BEE initiatives.

Brait is a member of the South AfricanVenture Capital and Private EquityAssociation (SAVCA), which is not yet asignatory to the Financial Services Charter(FSC) that governs black economicempowerment in the financial servicessector. As Brait anticipates being asignatory to the FSC in the future, itsubjects itself to a “shadow” FSC rating. In terms of broader BEE impact Braitbenchmarks itself against the applicablesections of the FSC Scorecard, namelyemployment equity, procurement,ownership and control, and corporatesocial investment. Brait South Africameasured itself against these criteria and scored an “A” rating for the year.Highlights of its BEE initiatives include:

Ownership – During 2005, Brait sold a26% interest in its South African operationas well as certain participation entitlementsto its international operations to a BEEconsortium called Sitogo. The consortiumis made up of a number of entrepreneurialblack business people led by Brait SouthAfrica Chairman, Bheki Sibiya. Thepartnership between the Sitogo and BSALexecutives is working well, as evidencedby increased interaction and jointexploration of business opportunitiesbetween the partners. The originalintention of the Sitogo transaction was that forecast earnings and cash generationwould be sufficient to repay the

underpinning financing within six years.This goal remains on track.

Board – The main Brait board includesone black member of management, thefinancial director, while the Brait SouthAfrica board has six black directors.

Management – Two of the four ExecutiveCommittee members of Brait South Africaare black. Furthermore, as detailed in theemployment report section, Brait hasmade important strides in terms of equityrepresentation.

Procurement – Brait South Africa screens its suppliers for BEE complianceand, during the period under review, R9,9 million of the total discretionaryspend of R14,1 million was expendedutilising BEE suppliers (over 70%).

Corporate Social Investment – TheGroup invests 0,5% of its profits fromoperations in corporate social investmentinitiatives, primarily in the Southern African region.

Brait remains a company that constantlystrives to be economically viable, sociallyresponsible and environmentally sound. Itis a committed supporter of the JSELimited’s Socially Responsible Investment(JSE SRI) Index, which evaluatescompanies on their sustainability in termsof governance, economic, environmentaland social factors. In order to qualify as aconstituent of the Index, companies mustdemonstrate a high standard of reporting

and performance in these areas. As aresult of the nature of the Group’s businessoperations, Brait is classified as a lowimpact organisation and is pleased to beone of 61 companies successfully includedin the 2008 annual review of the JSE SRIIndex. The Brait Foundation, throughwhich Brait drives its corporate socialresponsibility initiatives, has had an activeyear with many highlights. Notableaccomplishments, during the period underreview, included the upgrading ofclassrooms at the Warburton School,Mpumalanga, and the full-timeemployment of the first 12 sponsoredtrainees, who completed the bricklayingprogramme conducted by the Men on theSide of the Road project. Both theseprojects indicate the Brait Foundation’scontinued commitment to the importanceof EDUCATION and EMPLOYMENT indisadvantaged communities.

StakeholdersBrait recognises the importance of building and sustaining long-termreciprocal relationships with stakeholders. Direct stakeholders areshareholders, clients, investors,employees, suppliers, government andregulators, whilst indirect stakeholdersinclude the communities in which Braitoperates as well as the educationfraternity, which serves as a source offuture employees for the Group. Regularconsultation and engagement isundertaken with this audience.

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Below is a table setting out a summary of Brait’s engagement with direct stakeholders:

Stakeholders Methods of Engagement

Shareholders and providers of capitalShareholders are Brait’s providers of capital and their key • The Stock Exchange News Service (SENS)performance measures are long-term sustainable growth in • Media releasesearnings, dividend payments and consistent, exceptional returns • Corporate website: www.brait.comon shareholders’ equity. • Annual and interim results communications and presentations

• Presentations and investor visits• Annual general meeting• The annual report• Analyst briefings• Conference calls

Clients (including fund investors)Creating lasting and mutually beneficial relationships with • Advertising and marketingcustomers by the creation of shared value and obligation to • Corporate websitedeliver superior returns to Brait’s investors. • Electronic, telephonic and telefax communication

• Corporate hospitality• Client seminars• Daily economic research reports• Quarterly, monthly and weekly fund reports• Investor memoranda• Investor visits• Educational seminars• Industry surveys

EmployeesCreating a positive, supportive, healthy and diverse working • The intranetenvironment. • Electronic and verbal communication

• Internal newsletters• Employee wellness programme (EWP)• Training and development• Emerging Fund Manager programme• Employment equity and diversity• Staff share and LTIP schemes• Paid maternity leave• Health and safety (annual sponsored onsite eye assessments,

flu vaccinations, hearing assessments, company agreementfor preferential rates for gym membership)

• Study bursary scheme• Bi-annual appraisals• Employee climate survey• Private equity trainee development programme



Stakeholders Methods of Engagement

Regulators and other industry bodiesBrait engages with the various stock exchanges on which it is listed • Roadshow and presentation attendanceand other statutory authorities to ensure that the interests of the • MeetingsGroup, its shareholders and customers are properly represented in • Forums all policy-making and regulatory processes. • Board representation

GovernmentThrough the executive management, Brait engages with key • One-on-one consultations between staff and key government personnel of the various government departments relevant to the personnelbusiness of the Group. • Economic briefings

• Public-Private Partnerships

SuppliersBrait engages reputable suppliers and works with them to • One-on-one consultations between relevant staff andpromote transformation. suppliers

Some important comments which emerged from stakeholder feedback:• To continue to ensure sufficient and appropriate commitment to shareholders and providers of capital.• To monitor employee satisfaction levels and ensure that Brait remains an employer of choice.• To ensure Brait’s perspective is considered in evolving regulatory environments.• To continue to raise awareness about the Corporate Social Investment initiatives run by the Brait Foundation and the Mauritius office.• To continue to strive to achieve diversity at all levels throughout the organisation, particularly within senior management.

Group Value Added StatementSee the report on page 108 which shows how the wealth created by the Group has been distributed amongst the various stakeholders.

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Corporate Social ResponsibilitySouth AfricaThe social responsibility programme run by the Brait Foundationfocuses on education, employment, health and welfare and general wellbeing.

EducationHighlights of this programme include the following:• The Student Sponsorship Programme: Maryanne Nhlambula,

one of its sponsored students from 2008 and a pupil atRoedean School, passed Grade 12 with two distinctions. This year the Foundation continues its sponsorship of threeoutstanding senior school pupils.

• PACE Commercial College, Soweto: The matric pass rateincreased from 82% to 93%, largely due to the commitment ofthe headmaster, Mr Dan Zimba, and his staff. The Foundationis proud of having been able to make a contribution.

• GIBS: The 2007/2008 student, Zingisa Mtshazo, passed herMBA degree with two distinctions in December 2008. Zingisawas a great brand ambassador for the GIBS MBA programmeas well as for Brait. Mercy Mureithi, a new student on the GIBSMBA programme, was awarded a full scholarship for2009/2010.

GIBS scholarship recipientsFrom left to right: Annemarie Spies, Mercy Mureithi and

Neil Moodley

• Rally to Read Programme: Five vehicles driven by Brait staffand their families participated in the 2008 Rally to Read inMpumalanga, revisiting the three schools from the previousyear, taking with them books for the pupils and teachingmaterials for the staff. All who participated found theexperience both humbling and uplifting. The Foundation hopesto send another five vehicles in 2009.

• Warburton School, Mpumalanga: The Foundation’s input atthis impoverished rural school continued with the renovation ofthe classrooms and the staffroom. Three classrooms havebeen renovated, with 12 still needing work. In February 2009,the Foundation arranged for two representatives from theSouth African Institute for Entrepreneurship (SAIE) to visitWarburton, where they set up a training programme for staffand learners.

Warburton SchoolGrade 3 learners counting crocodiles• The Brait Everard Read Art Award: Both students previously

sponsored through this award participated in theJohannesburg Art Fair. A new student, Anthea Moys, won theaward in February 2009 and will be exhibiting at the EverardRead Gallery in July. The Foundation believes art sponsorshipis important as it is visible and immediate and a good way tobring together people from all walks of life.


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Lapdesk: Staff from Brait’s Johannesburg office were overwhelmedby the enthusiasm of learners and staff at the Mpethuto PrimarySchool in Magaliesburg when they presented them with 760 desks

• Thuthuka: The Foundation continues to support this initiativeby the South African Institute of Chartered Accountants(SAICA) to provide bursaries for students from previouslydisadvantaged backgrounds who want to become charteredaccountants. In 2008, third-year Thuthuka students achieved a 66% pass rate; second-year students had a 93% pass rate; and first-year students an 87% pass rate. A total of 28 Thuthuka students were awarded honours degrees and have gone on to traineeships.

• Cell C Take a Girl Child to Work Day: Brait staff mentored 40 learners at the Johannesburg offices in May 2008.

• Christel House: The school’s new premises in Ottery, Cape Town, were recently inaugurated. Brait sponsoredequipment for the maths and science laboratory at the school, which aims to break the cycle of poverty by providing quality education to impoverished children.

• LEAP School of Maths and Science: The model for this school proved so successful that it has been extendedfrom its original base in Cape Town to Alexandra inJohannesburg. The school’s 2008 matric year achieved a100% pass rate with a class average of 62% for maths.


Employment The Foundation supported three projects, namely:• Men on the Side of the Road: A total of 24 trainees have been

taught bricklaying during a 50-day course. The first batch of12 trainees are employed full-time.

MSR Bricklayers’ Graduation – June 2008

• Learn to Earn: The Foundation sponsors trainees in the craftsof garment making and carpentry. Approximately 80% ofgraduates of this programme attain full employment.

• Ma Afrika Tikkun: The Foundation continues to support thisworthwhile enterprise, which aims to empower disadvantagedcommunities to generate their own income.

Health and Well-beingCommunities hardest hit by the HIV/Aids pandemic are given priority:• PUSH: With the help of the Foundation, PUSH was able to

visit schools in Soweto and continue their education aroundHIV/Aids, TB and teenage pregnancy.

• Ma Afrika Tikkun: The Foundation sponsors three pre-schoolteachers at the Orange Farm site.

• The Family Reunion Centre: The Foundation assists insponsoring feeding programmes for around 800 children insub-economic areas in the Boland and on the West Coast.

Through the annual Foundation’s “Put a Smile on Somebody’sFace” campaign, Brait employees are encouraged to nominate acharity they feel is deserving of funding. The nominated charitiesdo not have to belong to any specific category, falling under theaegis of GENERAL WELFARE. All charities nominated wereconsidered by the Brait Foundation Committee and R225 000 wasdistributed between 17 of them. Representatives of the charitieswere invited to a handing-over ceremony at Brait’s Johannesburgoffices, which also gave them the opportunity to network andcompare notes.

A percentage breakdown of the total donations allocated to thefour main areas of the Brait Foundation’s focus is as follows:


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Year Ended 31 March 2009

Health andWealth (18%)

Education (51%)

Employment (19%)

General Welfare (12%)



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Corporate Social Investment – Funding AllocationThe South African operation’s corporate social investment (CSI)expenditure is funded by the annual allocation of at least half apercent of prior year attributable earnings from the entire Group’soperations. The full amount allocated, during the year ended 31 March 2009, of R1,9 million (2008: R1,7 million) was managedby The Brait Foundation and committed to programmes in termsof Section 13 of the Financial Sector Charter.

MauritiusBrait International Limited (BIL), located in Port Louis in Mauritius,continued to support three causes, namely:• Society for the Welfare of the Deaf: This non-governmental

organisation (NGO) supports members of the deaf communityin Mauritius, especially children, through education andtraining, and helps to integrate them into mainstream society.The financial sponsorship from BIL went towards upgradingthe facilities of the ear mould laboratory and setting up a stockof hearing aids.

• SOS Children’s Villages Mauritius: This programme providesdisadvantaged children with a safe haven. They are placed in a ‘family house’ where they are given consistent lovingsupport. The donation from BIL contributed to the runningcosts of family house No 10 of SOS Children’s Village BeauBassin for a period of six months during 2008. The familyconsists of an SOS mother and aunt, caring for six childrenaged between 10 and 13.

• Amour Sans Frontière et l’Ècole: This is a school for childrenand young adults with special needs. BIL helped fund wagesand equipment.

Employee ReportHuman Capital ApproachThe focus of Human Resources is to provide an environment forstaff to perform to the high standards that are expected of them.The celebration of individual differences supports creative and freethinking and a flat, integrated organisational structure facilitatescommunication between all managerial levels, business units andsupport functions.

While operating strictly within the confines of legislative complianceand good practice, the Group actively fosters a spirit ofentrepreneurship amongst staff. Brait is a lean organisation staffedby a small group of highly qualified, energetic and accountable

individuals. Human capital is the driving force behind Brait's’reputation and results.

Employee ProfileThe graphs depict the changes in headcount over recent yearsand provide the employee demographics as at the year ended 31 March 2009.

Group Headcount – 31 March 2009

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HR Initiatives 2009Climate survey: 68% responded to a Group climate surveyexercise that Brait embarked on during the early part of the currentfinancial year. The results of the survey indicated that the overallmajority of employees have expressed a positive experience of“working for Brait” and “working at Brait”.

The performance appraisal process has been homogenised acrossthe Group so that all employees receive a standardised form. 360review process: The leadership team took part in a new initiativewhereby their colleagues, subordinates, superiors, clients andinvestors submitted assessments of their interactions with them.The Brait competency framework was used to guide this process,which went a long way towards introducing a culture of feedbackand highlighting areas for potential leadership growth.

Human Capital DevelopmentFASSET (Sector Education Authority for Financial, Accounting,Management Consulting and other Financial Services) approved

Brait’s workplace skills plan, as well as its subsequent report. As a result, 50% of the Skills Development Levy was paid back to the Company, the maximum allowed by the SETA. This sum was distributed among the business unitsto encourage ongoing training and development.

The training expenditure during the period under review was a total of R900 000,00. Utilisation under the closed bursaryscheme available to all staff amounted to R375 000.

The Brait Private Equity analysts’ two-year internship programme to identify and train suitably qualified young blackSouth Africans recruited a candidate during the year, bringing the number of black trainee analysts to three.

HR Strategic Priorities for 2009Brait will continue to focus on the following key areas:• Retention and engagement of key staff.• Aligned remuneration structures across the Group.

Transformation and Diversity in South AfricaBrait recruits and retains the best individuals from South Africa’sdiverse population base. The achievement of its employmentequity targets and realisation of equity objectives continuesaccording to the EE plan.

The Employment Equity Committee ensures regular workforce analysis to monitor the achievement of definednumerical targets and to ensure fair and equitable employmentpractices. The committee is presided over by the Chairman of Brait South Africa Limited and has representation from all levelsof the organisation.

The transformation of the traditional demographic make-up of Braitis a key strategic imperative, and necessitates a multi-facetedapproach including corporate social investment, black economicempowerment and employment equity initiatives.


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Staff Qualifications Distribution

Degree(15%)

PostgraduateDegree (47%)

Non-degree(38%)



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Group Equity Representation

Financial Sector Charter in South AfricaThe Financial Sector Charter (Charter), applicable from 1 January 2004, sets specific industry empowerment targets for organisations in the financial services sector over a 10-year period.

Brait is committed to meaningful empowerment of the previously disadvantaged and commits the South Africanorganisation to the achievement of all applicable requirements, with an internal objective to surpass the Charter targets wherever possible.

Performance measurement in respect of the Financial Sector Charter Scorecard is fully operational. The scorecard is updated monthly, with measurable achievements. The Chartercategories of ownership and control, corporate social investmentand procurement indicate that the company is on track to achievethe established targets.

Equity Representation –31 March 2004

Coloured(6%)

African(16%)

White (75%)

Indian(3%)

Equity Representation –31 March 2009

Coloured(12%)

African(33%)

White (46%)

Indian(9%)

Group Gender Representation –31 March 2009

Male (50%) Female (50%)


Employee Well-beingBrait introduced a professional wellnessservice to all staff members and theirimmediate families. The wellness serviceprovides individuals with supportmechanisms to cope with trauma, stressand health, such as HIV/Aids and otherdifficult life situations. The programmeoffers professional, confidential counsellingand advisory services.

HIV/Aids and Life-threateningDiseasesBrait has adopted a holistic approachtowards addressing the plight of HIV/Aidsand other life-threatening diseases. Braitlends support through an HIV/Aids policydesigned to assist employees to addressHIV/Aids issues in the workplace. Thepolicy provides for voluntary HIV testing,guarantees confidentiality to those who areHIV-positive and/or suffering with AIDS,and provides for the management, careand counselling of HIV/Aids-affectedemployees.

Occupational Health and SafetyBrait prioritises the health, safety and well-being of its staff. Employee health andsafety in the workplace is reviewed,addressed and monitored by the Healthand Safety Committee, which is chaired bythe Facilities Manager. Continued effortsare made to go beyond the legislativerequirements prescribed for workingconditions in South Africa’s OccupationalHealth and Safety Act No 85 of 1993(OHSA), and other relevant legislation, withregard to health and safety compliance.The health and safety representative,appointed in terms of OHSA, conductsregular workplace safety investigations ofthe various different components of theJohannesburg office. During the periodunder review, Brait introduced the concept

of ‘Pause” areas for staff, and encouragesemployees to utilise these dedicatedrelaxation areas during lunch breaks. Earlyin 2008, a building audit of theJohannesburg offices was completed byindependent assessors to ensure strictcompliance with the requirements ofOHSA and all outstanding itemshighlighted by the audit report wereattended to, including additional signageand OHSA compliance documentation.The Cape Town premises underwent asimilar exercise including, inter alia, stafftraining and evacuation plans.

For the reported period, Brait had ninequalified members of staff to act asemergency first-aid officers in the SouthAfrican premises, available to deal with anyday-to-day emergencies, and six trainedfire marshals. All fire marshals areequipped with emergency kit. The first-aidbags and boxes were audited and stockreplenished, and inventories of first-aidsupplies conducted monthly.

There were three work-related accidents orincidents reported to the human resourcesdepartment at the Johannesburg offices,over the past year, resulting in 79 workingdays lost (2008: Nil).

Remuneration and BenefitsThe remuneration and benefits strategymanages and retains the best peoplethrough outcomes-based rewardstructures and participative remunerationassessment.

Brait participates in industry-wideremuneration surveys to ensure thecompany is ahead of industry trends.Guaranteed remuneration is reviewed oncea year to ensure that employees areremunerated competitively. The cost to

company package consists of a basicsalary, company contributions to aretirement fund, group life and disabilityinsurance, and a flexible portion that canbe allocated to various benefits, such as acar allowance and medical aidcontributions. Employees may, during theannual review, elect to have higher levelsof group life cover, or increase theirretirement funding contributions.

A Remuneration Committee comprisingexecutive and non-executive directors ofthe Company provides the Brait board andother stakeholders with assurance that thedirectors, senior executives and staff ofBrait are fairly rewarded for theircontributions to the Group’s performance.In addition, the committee demonstratesto stakeholders that such remunerationand reward is set by an independentcommittee of the Board.

A Long-Term Incentive Plan (LTIP) hasbeen rolled out across the differentbusiness units. The LTIP and shareincentive scheme was welcomed as ameans of achieving a sense of partnershipand commitment.

Environment ReportBrait manages its environmental impactand supply chain while seeking newinitiatives to improve its resource efficiency.Resources have become an area of focusin the South African operations due to anincreased demand nationally for electricity,plus the prospect of possible clean watersupply shortages in the future. The Groupis mindful of the effects of climate changeand environmental deprivation andcontinues to search and, where possible,implement measures to mitigate the directimpact that Brait’s operations may have onthe environment.


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The Board recognises that, as a financialservices organisation, Brait’s environmentalimpacts are lower than those of otherindustries, but that environmental risk mayarise indirectly from the actions of itssuppliers, clients, staff, business partnersand investment companies. Brait’s strategy and objectives are based on the premiseof ensuring a better life for all the Group’sstakeholders and future generations andensuring that none of the Group’s

activities have a detrimental effect on the environment. The Group undertakes to conduct its businessactivities in a manner that minimises or eliminates destructive impacts on the environment.

The Board has committed to ensuring that Brait, and those parties over which it has influence, sets appropriate standards to deal specifically withenvironmental challenges.

Highlights in 2009• Group companies and staff support of

Earth Hour 2009.• Increase in glass recycling initiative to

11 889 units (2008: 6 216 units).• Substantial reduction in newspaper and

business magazine subscriptions as awaste, cost and paper-saving exercise.

• Increase in paper recycling – 30 treessaved from destruction ( 2008: 25 trees).

• Sponsorship of WWF-SA Annual Review.

Achievement against objectives

Objectives set for the 2009 financial year Performance against objectives

• Focus on energy-saving initiatives • Low voltage downlighters and energy-saving Osram fluorescent tubes(which consume 25% less power than industry standard lamps) installedin meeting rooms, passages, cloakrooms and auditorium.

• Thermometer of geysers lowered.• PC screens replaced with more energy-efficient LCD screens.• Staff commitment to electricity saving demonstrated through the

enthusiastic support and participation in Earth Hour 2009.

• Further energy-efficient lighting solutions • A sensor lighting system was investigated and found to be cost-prohibitive in the current economic climate.

• The redesign of the Johannesburg offices enable many staff to work withnatural light during daylight hours, obviating the need to switch the mainoffice lights on when skeleton staff are working, ie over weekends.

• Investigation of environmental-friendly systems for • Due to the economic climate, during the period underplanned office refurbishment in Johannesburg review, the Board decided to curtail the Johannesburg officerefurbishment refurbishment.

Core objectives for the 2010 financial year:• Continue to investigate and, if appropriate, implement energy-saving projects to meet the electricity provider’s immediate term objective

of reducing consumption by 10%. • Investigate initiatives to reduce business travel, in an effort to reduce Brait’s carbon emissions.• Increase staff awareness of Company environmental initiatives.• Introduce a holistic programme, involving staff, to minimise Brait’s carbon footprint and in turn benefit some of the communities

supported by the Brait Foundation.


Direct Environmental ImpactsThe Group’s operations have a direct impacton the environment arising through theconsumption of energy and other resourcesused in daily business activities, or throughthe Group’s supply chain. The facilitiesdivision of Brait manages Brait’s internaldirect environmental impacts (ie energysaving, recycling, etc), and some of Brait’sindirect environmental impacts, throughprocurement. The division is mandated toeliminate, minimise or control at source anyimpact the Company’s activities might haveon the environment by applying appropriateproactive and remedial measures to fosterenvironmentally sustainable solutions.

The following internal areas of directimpact use are managed, monitored and,where possible, measured:• Energy• Water• Materials• Emissions, discharges and waste • Biodiversity

Indirect Environmental ImpactsAs a financial services institution, Brait’smost significant environmental risk mayarise indirectly from the environmental

impact of third parties such as its clients,investors and business partners. Indirectrisks have the potential to cause financiallosses and reputational damage.

Clients, Investors and BusinessPartnersBrait addresses the indirect environmentalimpact of its investor and investeecompanies with a stringent set ofguidelines designed specifically for theprivate equity funds under themanagement and administration of theGroup. Brait, as the fund manager,requires that its activities and those of theinvestee companies in which the fundshave, or will have, an investment complywith all applicable environmental laws andregulations of the host country and anyother countries in which the investeecompanies may have an operation. Anenvironmental officer is appointed fromwithin the Private Capital division and TheWorld Bank/IFC safeguard policies andguidelines are used in the environmentalimpact assessment and due-diligenceprocesses. Where the environmental risk isconsidered to be material, a detailed riskassessment and mitigation is required,which would typically entail environmental

impact studies undertaken by suitablyqualified, independent assessors.

Illovo Boulevard ManagementDistrict (IBMD)Brait is represented on the Board of the IBMD by their landlord’srepresentative. This association addressesthe environmental impact of its membersand neighbours on its direct surroundingsand requires all contractors on theboulevard to adhere to the environmentpolicy as contained in the developmentplan of the area.

Procurement and Supply ChainBrait sources suppliers who meet certainspecified minimum environmentalrequirements (practise in-houseenvironmental policies, recycling, useenvironmental-friendly products) and topromote black economic empowermentthrough the supply chain.

ComplianceThe Group has not incurred any penaltiesfor non-conformance or non-compliancewith environmental regulations and therehave been no accidents or other significantenvironmental incidents during the periodunder review.


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FeedbackBrait values any feedback, recommendations and suggestions regarding content, from its stakeholders, that would add to the value of future reports. A sustainability feedback form can be found on page 155.

Alternatively, please feel free to contact Brait with comments and suggestions on Brait’s sustainability reporting as follows:

This review sets out Brait’s sustainability highlights for the year ended 31 March 2009. The Group’s fullsustainability report will, in due course, be available on Brait’s website, www.brait.com.

LuxembourgGuy KettmannExperta Luxembourg S.A.180, rue de AubépinesL-1145, LuxembourgTel: +352 269255 3297Fax: +352 269255 3642Email: [email protected]

South AfricaVeronica BoswellBrait South Africa LimitedPrivate Bag X1NorthlandsJohannesburg, 2116South AfricaTel: +27 11 507 1000Fax: +27 11 507 1231Email: [email protected]

MauritiusBrett ChildsBrait International LtdSuite 5205th FloorLe Caudan WaterfrontPort LouisMauritiusTel: +230 213 6909Fax: +230 213 6913 Email: [email protected]


Announcement of results 25 May 2009

Annual report issued 30 June 2009

Annual General Meeting 29 July 2009

Proposed final dividend

– declaration 29 July 2009

– record date 7 August 2009

– payment 11 August 2009

Interim report 31 October 2009

Financial year-end 31 March


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Shareholders’ Diary



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Notice of Annual General Meeting

Notice is hereby given that the annualgeneral meeting of shareholders of theCompany will be held at the registeredoffice of the Company, 180, rue desAubépines, L-1145, Grand Duchy ofLuxembourg, on Wednesday, 29 July 2009at 14:30 for the following purposes:

AgendaA. Ordinary Business1. To ratify and confirm the payment of

an interim dividend for the yearended 31 March 2009 of 8,58 UScents per share and 89,45 centsper share, which was paid on 8 December 2008.

2. To receive and adopt the reports ofthe directors, statutory auditor andindependent auditors for the yearended 31 March 2009.

3. To receive and adopt the statutoryfinancial statements of the Companyand the consolidated financialstatements of the Group for the yearended 31 March 2009.

4. To grant discharge to the directors,officers and the statutory auditor inrespect of the execution of theirmandates to 31 March 2009.

The directors, officers and thestatutory auditor of the Companyare appointed by the Company witha one-year mandate, in terms of theCompany’s articles andLuxembourg Law. It is customarypractice to discharge the directors,officers and the statutory auditorfrom their mandate at the annualgeneral meeting, prior to their re-appointment to office for thefollowing year. The discharge of the

mandate does not affect theobligations and liability of thedirectors, officers and statutoryauditors in respect of their dutieswhile in office.

5. To ratify the appointment by theBoard of directors on 28 October2008 of Mr S Sithole as a director ofthe Company to replace Mr M Masithela, who resigned on 28 October 2008, and theappointment on 19 June 2009 of Mr CS Seabrooke as a director ofthe Company to replace Mr PL Wilmot, who resigned on the same date.

6. To re-elect the following directors fora further term of office inaccordance with the provisions ofthe Articles of Incorporation:– Mr AC Ball – Mr PAB Beecroft – Mr JE Bodoni – Mr BI Childs – Mr JA Gnodde– Mr ME King – Mr RJ Koch – Mr AM Rosenzweig– Mr HRW Troskie – Mr SJP Weber – Mr S Sithole – Mr CS Seabrooke

7. To receive and act on the statutorynomination of the statutory auditorand the independent auditor for aterm of one-year ending at theannual general meeting in 2010.

8. To allocate the Company’s profits.

In terms of Luxembourg law, theCompany is required to transfer to

a legal reserve a minimum of 5% ofthe unconsolidated net earnings foreach financial year until the reserveequals 10% of its issued sharecapital. The legal reserve is notavailable for distribution, exceptupon dissolution of the Company.

9. To approve the declaration andpayment of a final dividend for theyear ended 31 March 2009 of 10,55US cents per share and 89,45 centsper share for the shareholdersregistered on the South Africanregister to be paid on Tuesday, 11 August 2009 to thoseshareholders appearing on theshare register as at 7 August 2009.

10. To renew the authority granted tothe Company to purchase its ownshares subject to the followinglimitations:

10.1 Unless a tender offer is made to allshareholders on the same termsand except in case of an emergencywhere the purchase is carried out toavoid a material loss, which theCompany would otherwise incur,each purchase shall be madethrough a stock exchange on whichthe shares in the Company areregularly traded and the purchaseprice shall not exceed 5% above theaverage market value for the shareson all stock exchanges on which theordinary shares are listed and havetraded for the 10 (ten) businessdays before the purchase.

10.2 If purchases are by tender, tendersmust be available to all shareholdersalike.



10.3 The maximum number of sharesthat may be repurchased pursuantto this authority shall not exceed10% of the issued share capital ofthe company from time to time.

This authority shall not extend beyond 18 (eighteen) months from the date of thisannual general meeting but shall berenewable for further periods by resolutionof the annual general meeting of theshareholders from time to time.

B. Special Business11. To renew, in terms of the Law of

10 August 1915 on commercialcompanies, as amended, and thelisting requirements of theLuxembourg Stock Exchange,London Stock Exchange and JSELimited, the authority granted to theBoard, subject to the terms of theArticles of Incorporation, to issuefurther ordinary shares to bedelivered to participants under theGroup’s share incentive schemes,without reserving for the existingshareholders a preferentialsubscription right to subscribe tothe shares issued, subject to thefollowing limitations:

11.1 That this authority shall not extendbeyond 15 (fifteen) months from thedate of this annual general meetingbut shall be renewable for furtherperiods by resolution of the annualgeneral meeting of the shareholdersfrom time to time.

11.2 That the price at which such anissue of ordinary shares will be

made in terms of this authority, bebased on the weighted averagemarket price of the ordinary sharesas determined over the 7 (seven)days prior to the date of issue on allstock exchanges on which theordinary shares are listed and havetraded during that period.

By order of the Board of directors

ME KingChairman

19 June 2009

Note:Any shareholder may, in writing, appoint aproxy, who need not be a shareholder, torepresent him/her at any general meeting.Any company, being a shareholder, mayexecute a form of proxy under the hand ofa duly authorised officer or may authorisein writing such person as it thinks fit to actas its representative at the meeting subjectto the production to Brait S.A. of suchevidence of authority as the Board mayrequire. The instrument appointing a proxy,and the written authority of arepresentative, together with evidence ofthe authority of the person by whom theproxy is signed (except in the case of aproxy signed by the shareholder), shall bedeposited at the registered office of theCompany or a transfer office, two clearbusiness days (in the Grand Duchy ofLuxembourg or the jurisdiction where therelevant transfer office is located) beforethe time for the holding of the meeting or

adjourned meeting (as the case may be) atwhich the person named in suchinstrument proposes to vote. Noinstrument appointing a proxy shall bevalid after the expiration of 12 months fromthe date of its execution.

A form of proxy is enclosed with thisannual report, the completion of which willnot preclude a shareholder from attendingand voting at the meeting in person to theexclusion of any proxy appointed.

152

Notice of Annual General Meeting_continued



BRAIT S.A.Société Anonyme

(Incorporated in Luxembourg)(the “Company”)

R.C. Luxembourg B-13861Registered Office: 180, rue des Aubépines, L-1145 Luxembourg

Share code: BAT ISIN: LU0011857645

For use in respect of the annual general meeting of shareholders to be held at the registered office of the Company on 29 July 2009 at 14:30

Brait S.A. shareholders 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 necessaryauthorisation to attend the annual general meeting or the Brait S.A. shareholders 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.shareholder and the CSDP or broker concerned.

I/We (BLOCK LETTERS PLEASE)

of (address)

Telephone (work) ( ) Telephone (home) ( )

being the holder(s) of Brait S.A. shares, appoint (see note 1):1. or failing him/her,

2. or failing him/her,

3. the chairman of the annual general meeting,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 eachadjournment 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)

Ordinary resolution number 2 (adoption of directors’ and auditors’ reports)

Ordinary resolution number 3 (approval of financial statements)

Ordinary resolution number 4 (discharge of mandates)

Ordinary resolution number 5 (ratify appointment of new directors)

• Mr S Sithole

• Mr CS Seabrooke

Ordinary resolution number 6 (re-election of existing directors)

• Mr AC Ball

• Mr PAB Beecroft

• Mr JE Bodoni

• Mr BI Childs

• Mr JA Gnodde

• Mr ME King

• Mr RJ Koch

• Mr AM Rosenzweig

• Mr HRW Troskie

• Mr SJP Weber

• Mr S Sithole

• Mr CS Seabrooke

Ordinary resolution number 7 (nomination of auditor)

Ordinary resolution number 8 (allocation of profits to legal reserve)

Ordinary resolution number 9 (declaration of dividend)

Ordinary resolution number 10 (authority to purchase own shares)

Special resolution number 11 (board authority to issue further shares)

(Please indicate instructions to proxy in the space provided above by the insertion therein of the relevant number of votes exercisable.)

Each Brait S.A. shareholder is entitled to appoint one or more proxies (who need not be a Brait S.A. shareholder) to attend, speak and vote in place of that Brait S.A. shareholder at the annual general meeting.

Signed at this day of 2009.

Signature(s)

Capacity and authorisation (see note 7)Please read the notes on the reverse side hereof.• There is no quorum requirement for resolution numbers 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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Form of Proxy

Sustainability .qxd 6/25/09 9:35 AM Page 153


Notes to Proxy 1. A member may insert the name of a

proxy or the names of two alternateproxies of the members’ choice in thespace(s) provided, with or withoutdeleting "the chairman of the annualgeneral meeting". The person whosename stands first on this form of proxyand who is present at the annualgeneral meeting will be entitled to actas proxy to the exclusion of thosewhose names follow.

2. The completion and lodging of this formof proxy will not preclude the relevantmember from attending the annualgeneral meeting and speaking andvoting in person to the exclusion of anyproxy appointed in terms hereof, shouldsuch member wish to so do.

3. The chairman of the annual generalmeeting may reject or accept any formof proxy, which is completed and/orreceived, other than in compliancewith these notes.

4. A Brait S.A. shareholder’s instructionsto the proxy must be indicated by theinsertion of the relevant number ofvotes exercisable by that Brait S.A.shareholder in the appropriate spaceprovided. Failure to comply with theabove will be deemed to authorise theproxy to vote or to abstain from votingat the annual general meeting ashe/she deems fit in respect of all the

Brait S.A. shareholder’s votesexercisable thereat. A Brait S.A.shareholder or the proxy is not obligedto use all the votes exercisable by theshareholder or by the proxy, but thetotal of the votes cast and in respectof which abstention is recorded maynot exceed the total of the votesexercisable by the Brait S.A.shareholder or the proxy.

5. Brait S.A. shareholders in South Africawho have dematerialised their shareswith a CSDP or broker, other than withOwn Name Registration, must arrangewith the CSDP or broker concerned toprovide them with the necessaryauthorisation to attend the annualgeneral meeting or the Brait S.A.shareholders concerned must instructthem as to how they wish to vote inthis regard. This must be done interms of the agreement entered intobetween the Brait S.A. shareholdersand the CSDP or broker concerned.

6. Any alteration to this form of proxy,other than the deletion of alternatives,must be initialled by the signatory/(ies).

7. Documentary evidence establishingthe authority of a person signing thisform of proxy in a representativecapacity (eg on behalf of a company,close corporation, trust, pension fund,deceased estate, etc) must beattached to this form of proxy, unlesspreviously recorded by the Company

or waived by the chairman of theannual general meeting.

8. A minor must be assisted by his/herparent or guardian, unless the relevantdocuments establishing his/hercapacity are produced or have beenrecorded by the Company.

9. Where there are joint holders ofshares:• any one holder may sign this form

of proxy; and• the vote of the senior joint holder

(seniority determined by the order ofthe names as recorded in theCompany’s register of members) byproxy or in person will be acceptedto the exclusion of the vote(s) of theother joint shareholder(s).

10. So as to be received by no later than11:30 on Monday, 27 July 2009, formsof proxy should be lodged at orposted to the:

Transfer Secretaries in SouthAfrica

Computershare Investor Services (Pty) Limited, Ground Floor, 70 Marshall Street, Johannesburg, 2001(PO Box 61051, Marshalltown, 2107)

Transfer Agents in the UnitedKingdom

CAPITA IRG plc, Bourne House, 34 Beckenham Road, Beckenham,Kent BR3 4TU, United Kingdom

154

Notes to Proxy



Fax: +27 11 507 1001

Your opinion matters. Please let us have your views of the concise review format of Brait’s sustainability review as contained in the 2009 Annual Report. TheGroup’s full sustainability report will, in due course, be available on Brait’s website: www.brait.com

Please identify which stakeholder group you belong to:

SHAREHOLDER CLIENT INVESTOR EMPLOYEE PUBLIC AUTHORITY SUPPLIER COMMUNITY

Other

Does the Sustainability Review address the issues that are of interest to you?

Comprehensively Partially Not at all

Please advise any additional information or further detail that you would like to see included in future reports:

How do you rate Brait’s 2009 sustainability review in terms of:

Excellent Good Fair Poor

1) Content and scope

2) Design and layout

Do you have any additional comments on the report?

Please indicate if we may include your comments in any future reports Yes No

Your details (optional)

Name:

Organisation:

Contact details:

Would you like to be consulted when we prepare our next sustainability review? Yes No

Thank you.

For further information please contact: Veronica Boswell at Brait South Africa Limited Tel: +27 11 507 1230 Email: [email protected]

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2009 Sustainability Review – Feedback Form


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