AUDITED RESULTS FOR THE YEAR ENDED 31 MARCH 2016

Transcription

1 2016 AUDITED RESULTS FOR THE YEAR ENDED 31 MARCH 2016 Brait SE (Registered in Malta as a European Company) (Registration No. SE1) Share code: BAT ISIN: LU Bond code: WKN: A1Z6XC ISIN: XS ( Brait, the Company or Group )

2 Item Page reference Section 1: Brait results presentation FYE 31 March Agenda 4 Highlights FYE 31 March Brait s NAV analysis As at 31 March Brait s audited results FYE 31 March Portfolio performance review: New Look FYE 31 March Virgin Active FYE 31 December Premier Nine months ended 31 March Iceland Foods FYE 31 March Other investments 95 Conclusion 96 Section 2: Appendices 97 Brait overview 98 Brait s Convertible Bond overview and salient terms 99 Brait s Preference Shares completion of redemption and delisting 101 Additional information on Brait s investment portfolio 102 Section 3: Brait audited results announcement FYE 31 March Disclaimer: This booklet may contain certain forward-looking statements with respect to the financial condition and results of operations of the Group, which by their nature, involve risk and uncertainty as they relate to events and depend on circumstances that may occur in the future. Audited results for the year ended 31 March 2016

3 BRAIT RESULTS PRESENTATION FYE 31 March 2016

4 Results presentation: FYE 31 March 2016 Agenda Welcome Brait Results: FYE 31 March 2016 Portfolio performance review New Look Results: FYE 31 March 2016 Virgin Active Results: FYE 31 December 2015 Premier Results: Nine months ended 31 March 2016 Iceland Foods Results: FYE 31 March 2016 Other investments Update on portfolio Conclusion 4 Results for the year ended 31 March 2016

5 Highlights: FYE 31 March 2016 NAV per share R Increase of 76.7% on FY2015 s NAV per share of R year NAV CAGR (1) 72.3% on reported NAV per share 72.6% including bonus shares Investment portfolio flows Received R17.7 billion Invested R32.2 billion R15.8 billion proceeds from sale of Steinhoff shares R1.9 billion proceeds from Other Investments portfolio and Premier Acquisition of 89% of New Look Acquisition of 78% of Virgin Active Increased shareholding in Iceland Foods from 19% to 57% Increased shareholder funding in Premier for acquisitions Other Investments: increased shareholding in DGB from 40% to 81% Convertible Bond Brait issued an oversubscribed, five year, 350 million Convertible Bond on 11 September 2015 Competitive pricing at a 2.75% coupon and 30% conversion premium Preference Shares Redeemed all 20 million issued preference shares on 18 January 2016 at their deemed issue price of R100 per share, as well as paying the accrued dividend to this date Dividend Proposed ordinary share bonus issue (with cash dividend alternative) cents per share (76.7% increase on FY2015) (1) 3-year NAV CAGR benchmark is 15% 5 Results for the year ended 31 March 2016

6 Highlights: FYE 31 March 2016 Performance metric Position at 31 March 2016 Performance against targets 1 NAV CAGR > 15% per year over any 3 year period a 72.3% CAGR since 31 March % CAGR including bonus shares issued / dividends paid 2 Dividend: 1% - 2.5% of closing NAV bonus shares or cash election a FY2016: 1% of R NAV proposed (76.7% up on FY2015) FY2015: 1% of R77.12 NAV (94% of shareholders elected bonus shares) 3 Operating costs: < 0.85% of Brait AUM (1) a 0.53% of Brait AUM 0.45% net after fee income 4 Minimal cash drag: < 25% of NAV a 6.2% of NAV 5 Primarily unlisted investments a 100% of investment portfolio 6 Demonstrate cash flow within underlying investments a Strong EBITDA cash flow conversion across portfolio (1) Brait s AUM at reporting date is R82 billion, representing the Group s total assets of R78 billion and Brait IV invested capital under management of R4 billion. Using average AUM as the reference basis, operating costs are 0.62% and net after fee income 0.52% 6 Results for the year ended 31 March 2016

7 Highlights: FYE 31 March 2016 A productive, return focussed year for Brait Apr-15 Brait announced the acquisition of 78% of Virgin Active on 16 th of April May-15 Brait announced the acquisition of 89% of New Look on 15 th of May Jun-15 Jul-15 Sep-15 Oct-15 Nov-15 Brait utilised its gearing facilities to pay 783 million for the New Look acquisition on 26 th of June New Look reduced the cost of its debt from 9.4% to 6.3% with the raising of 1.2 billion in senior notes Brait paid 691 million cash for the Virgin Active acquisition on 16 th of July Virgin Active acquired 3 clubs in central Milan from DownTown Brait raised 350 million from its Convertible Bond offering that priced on 11 th of September; settled on 18 th of September Brait s Other Investments portfolio: o Increased shareholding in DGB from 40% to 81% o Proceeds of R1.6 billion received: Brait sold its 36% interest in SVF, returning 3.1x cost and an IRR of 125% Brait sold its 40% interest in Chamber Lane Properties, returning 5.5x cost and an IRR of 41.4% Brait invested R363 million shareholder loan funding in Premier to finance acquisitions and increased its shareholding to 90.3% Through block trades, Brait divested its 200 million Steinhoff shares received as part consideration for the Pepkor realisation o The proceeds generated of R15.8 billion represent an increase of 39% on the original offer o The proceeds were applied to settle gearing of R14.2 billion that had been drawn to fund the acquisition of New Look Based on share performance for the 5 years ended 31 st August 2015, The Sunday Times ranked Brait 1 st in the JSE Top-40 Index Companies and 7 th in the JSE Top-100 Companies Brait increased its shareholding in Iceland Foods from 18.7% to 57.1% Brait invested R342 million shareholder loan funding in Premier to finance acquisitions and increased its shareholding to 91.1% Brait s Loan Receivable of R612 million was repaid by Fleet Holdings Limited ( Fleet ) on 30 th of November following Fleet s refinance thereof Jan-16 Brait redeemed all 20 million issued preference shares at their deemed issue price of R100 per share on 18 th of January Jun-16 At the recent EMEA Finance's Achievement Awards 2015, held in London, Brait was awarded (i) 'Best Private Equity Investment' for its acquisition of New Look and (ii) 'Best M&A Deal for its acquisition of Virgin Active 7 Results for the year ended 31 March 2016

8 Brait NAV analysis Audited Unaudited Audited Amounts in R'm 31-Mar Sep Mar-2016 Investments 27,144 66% 61,898 86% 73,036 94% New Look ,371 45% 34,869 45% Virgin Active ,298 22% 17,579 23% Premier 8,241 20% 9,804 14% 11,637 15% Iceland Foods 1,259 3% 1,829 3% 7,181 9% Other investments 2,438 6% 1,596 2% 1,770 2% Steinhoff (1) 15,206 37% Loan receivable 574 1% 602 1% - - Cash and cash equivalents (1) 13,689 33% 9,618 13% 4,354 6% Accounts receivable Total assets 41, % 72, % 77, % Borrowings (1) - - (1,100) Convertible Bonds - (6,466) (6,621) Accounts payable and other liabilities (86) (152) (42) Total liabilities (86) (6,618) (7,763) Preference share equity (1,964) (1,964) - NAV: ordinary shareholders 39,369 63,549 69,872 Number of issued ordinary shares ('m) excluding treasury NAV per share (2) R77.12 R R (1) In the interests of enhanced disclosure, the 30-Sep-15 reported cash and cash equivalents total of R9.618 billion includes the 2-Oct-15 post balance sheet event relating to the sale of Steinhoff shares and settlement of borrowings, which resulted in net proceeds of R1.6 billion (2) Closing GBP/ZAR exchange rates: (i) 31 March 2015: R17.97; (ii) 30 September 2015: R20.96; and (iii) 31 March 2016: R Results for the year ended 31 March 2016

9 Brait NAV analysis Reconciliation of the movement in NAV: FY2016 9,186 69,872 21, (435) (1,285) (292) R m 39, The FY2016 NAV reconciliation does not consider the 4.1m bonus shares issued during the year Using the closing reported NAV per share of R136.27, the 4.1m bonus shares issued are valued at R563 million Aggregated with the R292 million in respect of ordinary dividends (cash election) and share-buy backs, the result for the year is R855 million Opening NAV: 1 April 2015 R77.12 NAV per share Capital raised (1) Investment gains Other income (2) Foreign exchange gains (3) Operating expenses Finance costs and taxation (4) Distribution to shareholders (5) Closing NAV: 31 March 2016 R NAV per share (1) Capital raised represents the R0.9 billion Convertible Bond equity reserve created from the 350 million Convertible Bonds issued in September 2015 (2) Other income represents interest of R372 million; dividends of R34 million and fees of R69 million (3) Foreign exchange gains of R9.2 billion comprise amounts recognised in earnings of R1.1 billion and translation adjustments recognised in comprehensive income of R8.1 billion (4) Finance costs and taxation represents the aggregate of: (i) the charge per the income statement of R995 million; (ii) preference dividends paid of R254 million; and (iii) R36 million preference share issue costs recognised against retained earnings on redemption of the preference shares (5) Distribution to shareholders includes ordinary dividends (cash election) of R22 million and R270 million in respect of ordinary share buy backs. The 1.8 million ordinary shares bought during the year are treated as treasury shares and reduce the number of shares in issue for the calculation of the Group s NAV per share 9 Results for the year ended 31 March 2016

10 Brait NAV analysis Reconciliation of the movement in Investments: FY2016 9,067 73,036 32,199 21, R m (17,661) 27,144 Opening investments: 1 April 2015 Purchase of investments Investment proceeds received Investment gains (1) Other income (2) Foreign exchange gains (3) Closing investments: 31 March 2016 (1) Investment gains represents the revaluation of the Group s investments carried at fair value, which includes the shareholder funding in New Look and Virgin Active (2) Other income earned on investments primarily relates to interest income earned on the Premier shareholder funding, which is carried at amortised cost (3) Foreign exchange gains that arise on the investment portfolio of R9.1 billion, represent the translation of GBP denominated investments into the Group s ZAR presentation currency, which are recognised in comprehensive income 10 Results for the year ended 31 March 2016

11 Brait NAV analysis Rolling CAGR: reported NAV Commencing 1 April 2011 (1), Brait s performance benchmark for NAV growth is to exceed 15% CAGR over any three year period: FY2012 FY2013 FY2014 FY2015 FY2016 Reported NAV per ordinary share R20.59 R26.64 R31.95 R77.12 R Rolling 3-year CAGR (2) 24.8% 27.1% 24.6% 55.3% 72.3% Adjustment: ordinary share dividend (3) - R R R R % of March 2012 NAV of R R R R R % of March 2013 NAV of R R R R % of March 2014 NAV of R R R % of March 2015 NAV of R R Adjusted NAV per ordinary share R20.59 R26.85 R32.42 R77.91 R Rolling 3-year CAGR (including dividends) (2) 24.8% 27.6% 25.2% 55.8% 72.6% (1) Reported NAV of R16.50 per ordinary share (2) Period for which quoted CAGR calculated 1-Apr-11 to 31-Mar-12 1-Apr-11 to 31-Mar-13 1-Apr-11 to 31-Mar-14 1-Apr-12 to 31-Mar-15 1-Apr-13 to 31-Mar-16 (3) Percentage of ordinary shareholders that elected the receipt of bonus shares for respective year s dividend Not applicable 85% 91% 92% 94% Note: The 5 year CAGR for NAV per share from 1 April 2011 to 31 March 2016 is 52.5%; including dividends is 52.9% 11 Results for the year ended 31 March 2016

12 Brait NAV analysis Reconciliation of the five year movement in NAV: 1 April 2011 to 31 March ,499 2,002 9,700 (1,020) (1,910) (379) 69,872 Unrealised R25 bn R m Realised R27 bn The 5 year NAV reconciliation does not consider the 14.4m bonus shares issued during the period Using the closing reported NAV per share of R136.27, the 14.4m bonus shares issued are valued at R1.966 billion Aggregated with the R379 million in respect of ordinary dividends (cash election) and share-buy backs, the result for the 5 year period is R2.345 billion 7,055 1,925 Opening NAV: 1 April 2011 Capital raised (1) Investment gains Other income (2) Foreign exchange gains (3) Operating expenses Finance costs and taxation (4) Distributions to shareholders (5) Closing NAV: 31 March 2016 R16.50 NAV per share R NAV per share (1) Capital raised of R7.1 billion represents the net proceeds of R6.2 billion received from the 4 July 2011 Rights Issue and Private Placement, and the R0.9 billion Convertible Bond equity reserve created from the 350 million Convertible Bonds issued in September 2015 (2) Other income represents interest of R1.2 billion, dividends of R0.4 billion and fees of R0.4 billion (3) Foreign exchange gains of R9.7 billion comprise gains recognised in earnings of R1.4 billion and translation adjustments recognised in comprehensive income of R8.3 billion (4) Finance costs and taxation comprise amounts charged to earnings of R1.3 billion and R0.6 billion relating to preference shares (dividends paid and share issue costs) (5) Distributions to shareholders includes ordinary dividends (cash election) of R64 million and R315 million in respect of net ordinary share buy backs over the five years. The net 5.5 million ordinary shares bought over the period are treated as treasury shares and reduce the number of shares in issue for the calculation of the Group s NAV per share. The average buy-in price over the period is R62 per share 12 Results for the year ended 31 March 2016

13 Brait NAV analysis Reconciliation of the five year movement in Investments: 1 April 2011 to 31 March ,392 73,036 52,499 1,174 R m 41,681 2,359 (34,069) Opening investments: 1 April 2011 Purchase of investments Investment proceeds received Investment Other income (2) Foreign exchange gains (1) gains (3) Closing investments: 31 March 2016 (1) Investment gains represent the revaluation of the Group s investments carried at fair value, which includes the shareholder funding in New Look and Virgin Active (2) Other income earned on investments primarily relates to (i) interest income earned on the Premier shareholder funding, which is carried at amortised cost and (ii) dividend income, which was largely earned during FY2013 FY2015 from the Pepkor investment (3) Foreign exchange gains that arise on the investment portfolio of R9.4 billion, represent the translation of GBP denominated investments into the Group s ZAR presentation currency, which are recognised in comprehensive income 13 Results for the year ended 31 March 2016

14 Brait NAV analysis Reported assets and % weighting analysis: Five years ended 31 March 2016 (2) (1) R16.50 R16.50 R20.59 R26.64 R31.95 R77.12 R R (1) Reported NAV per share (2) Reflects total assets immediately post the 4 July 2011 Rights Issue and Private Placement 14 Results for the year ended 31 March 2016

15 Brait NAV analysis Peer group for New Look H&M Hennes & Mauritz AB (H&M) Industria de Diseño Textil, S.A. (Inditex) (1) Marks & Spencers Group Plc (M&S) Next Plc Associated British Foods Plc (2) Fast Retailing Co. Ltd (3) Mr Price Group Ltd Peer group for Virgin Active (7) Planet Fitness, Inc (4) The Gym Group Plc (5) Woolworths Holdings Ltd Mr Price Group Ltd Life Healthcare Group Holdings Ltd Clicks Group Ltd Whitbread Plc Merlin Entertainments Plc (6) Multiple 18.0 x 15.0 x 12.0 x 9.0 x 6.0 x 18.0 x 15.0 x 12.0 x (1) Inditex owns Zara (2) Associated British Foods owns Primark (3) Fast Retailing owns Uniqlo (4) Planet Fitness included Virgin Active s trailing 3-year peer average from Sep-15 (5) The Gym Group included in Virgin Active s trailing 3-year peer average from Mar-16 (6) Merlin included in Virgin Active s trailing 3-year peer average from Dec-13 (7) Dutch fitness chain Basic Fit listed on the Amsterdam Stock Exchange on 10 June The IPO valuation was 15.1x LTM 31 March 2016 EBITDA Multiple 9.0 x 6.0 x 16.4 x 14.5 x 9.0 x Legend EV/EBITDA multiples at 31 March 2016 New Look 15.3 x 14.8 x 13.3 x 13.3 x Acquisition date Sep-15 Mar-16 Virgin Active 14.2 x 14.2 x 10.2 x 10.8 x 11.0 x 15.1 x 13.3 x 13.7 x 13.5 x 13.5 x 13.6 x Acquisition date Sep-15 Mar-16 Brait valuation multiple discount: 31 March 2016 Brait valuation multiple New Look Virgin Active Peer average: Trailing 3-year 12% 19% Peer average: Spot - 20% 15 Results for the year ended 31 March 2016

16 Brait NAV analysis Peer group for Premier (1) Tiger Brands Ltd Pioneer Foods Group Ltd AVI Ltd Rhodes Food Group Holdings Ltd (2) Multiple 15.0 x 12.0 x 9.0 x 6.0 x 3.0 x 13.4 x 12.4 x EV/EBITDA multiples at 31 March 2016 Premier 14.6 x 15.0 x 13.0 x 11.0 x 11.5 x 12.3 x 12.6 x 12.7 x 12.3 x 12.6 x 12.7 x 6.5 x 7.5 x Mar-14 Sep-14 Mar-15 Sep-15 Mar-16 Peer group for Iceland Foods Tesco Plc J Sainsbury Plc WM Morrison Supermarkets Plc Booker Group Plc Poundland Group Plc (3) Multiple 12.0 x 9.0 x 6.0 x 3.0 x Iceland Foods 10.6 x 10.7 x 10.4 x 10.0 x 9.2 x 9.1 x 9.2 x 9.5 x 9.9 x 9.8 x 7.5 x 8.0 x 8.8 x 6.5 x 6.5 x Mar-14 Sep-14 Mar-15 Sep-15 Mar-16 (1) Premier s peer group expanded at 30 September 2015 to include AVI and Rhodes Food Group (2) Rhodes Food Group included in Premier s trailing 3-year peer average from December 2014 (3) Poundland included in Iceland Foods trailing 3-year peer average from June 2014 Legend Brait valuation multiple discount: 31 March 2016 Brait valuation multiple Premier Iceland Foods Peer average: Trailing 3-year 2% 12% Peer average: Spot - 10% 16 Results for the year ended 31 March 2016

17 Brait s audited results: FYE 31 March 2016 Summarised statement of comprehensive income Audited Audited March 2016 March 2015 R m R m Investment gains 21,990 22,979 Interest Dividends Fees Foreign exchange gains (1,2) 1, Income 23,587 23,590 Operating expenses (435) (201) Profit from operations 23,152 23,389 Finance costs and taxation (995) (55) Profit for the year 22,157 23,334 Translation adjustments (1,3) 8,064 9 Comprehensive income for the year 30,221 23,343 (1) In accordance with IAS 21 (The Effects of Changes in Foreign Exchange Rates), an entity s functional currency is a reflection of its underlying transactions. In the current year, post the Group s acquisition of controlling stakes in New Look and Virgin Active, the majority of the Group s investments are now GBP denominated (previously ZAR). As a result, the functional currency for Brait SE and two of its subsidiary companies (Brait Malta Limited and Brait Mauritius Limited) has changed to GBP with effect from 1 April 2015 (2) Following this change in functional currency to GBP, the effect of recording the Group s ZAR denominated cash and borrowings in GBP is recognised in earnings as foreign exchange gains. These gains are then reversed on translation of these GBP amounts back into ZAR (the Group uses ZAR as a presentation currency), with this reversal captured in translation adjustments in comprehensive income (3) Translation adjustments for the current year, recognise the gain in translating the Group s GBP denominated assets and liabilities into its ZAR presentation currency, offset by the reversal of the gains on ZAR denominated cash and borrowings described in note (2) 17 Results for the year ended 31 March 2016

18 Brait s audited results: FYE 31 March 2016 Investment proceeds 17,661 Realisation proceeds Steinhoff 15,770 Realisation proceeds Other investments 1,642 Receipt of loan claim Iceland Foods 26 Interest received Premier 223 Fees received 69 Interest received on bank balances held 92 Operating expenses paid (444) Finance costs and taxation paid (960) Operating cash flow (excluding purchase of investments) 16,418 Purchase of investments New Look (14,407) Virgin Active (12,715) Iceland Foods (3,775) Premier (846) Other investments (456) (32,199) Net cash outflow from operating activities (15,781) Proceeds from the drawdown of Borrowings 16,465 Repayment of Borrowings Proceeds from issue of Convertible Bonds 7,245 Redemption of Preference Shares Proceeds from Loan Receivable (1) 612 Net purchase of treasury shares Ordinary dividend paid (cash election) Preference dividends paid Summarised cash flows (R m) (15,365) Net decrease in cash and cash equivalents (9,587) (2,000) (487) (22) (254) (1) Fleet Holdings Limited ( Fleet ) concluded the refinance of the remaining loan owed to the Group. Fleet then advanced the proceeds of R612m to the Group. In accordance with IFRS, the loans to and from Fleet are set-off in the Group s balance sheet. Refer to note 3 of the Group s summary consolidated financial statements for the year ended 31 March Results for the year ended 31 March 2016

19 Brait s audited results: FYE 31 March 2016 Analysis of cash position Audited March 2016 R m Audited March 2015 R m Net (decrease) / increase in cash and cash equivalents (9,587) 13,248 Effects of exchange rate changes on cash and cash equivalents Cash and cash equivalents at beginning of year 13, Cash and cash equivalents at end of year (1) 4,354 13,689 Comprising: ZAR cash 172 3,034 GBP cash 4,113 10,477 USD cash Cash and cash equivalents 4,354 13,689 Available from undrawn gearing facilities (2,3) 7,059 16,500 Total cash and available facilities 11,413 30,189 (1) The Group s cash is placed with five banks, each having an investment grade credit rating (2) The Group is in the process of increasing its existing R6.4 billion committed revolving facility, which matures during July The new committed revolving facility will have a term of four years and comprises the aggregate of a ZAR8.5 billion tranche and a GBP75 million tranche. The available amount quoted for FY16 includes this new facility (3) The prior year s undrawn gearing facility of R16.5 billion included a bridge facility of R11 billion, which facilitated the funding for the acquisition of New Look 19 Results for the year ended 31 March 2016

20 20 Results for the year ended 31 March 2016 New Look

21 New Look Business overview Founded in 1969, New Look has grown from a single store to become a dynamic, international retail brand Unique value fashion offering in apparel, footwear and accessories for women, men and teenage girls 838 stores (FY15: 809) of which 575 are in the UK (FY15: 569) Successful across a range of locations: shopping centres, prime high street and local markets A leading UK based fast fashion value retailer with a strong international presence No. 2 for womenswear in the UK 6.1% market share (1) (FY15: 6.0% (2) ) UK s largest total womenswear retailer for under 35s (1) Distinctive brand positioning maximising customer appeal Fast growing multichannel operation Top 5 in the UK online womenswear market (1) Flexible, fast fashion supply chain From design to shop floor in 13 weeks.for certain products it s just 2 weeks On average 3.6 deliveries per UK and ROI store per week Penetrating strategic international markets through targeted approach Key markets are China, France, Poland and Germany (1) Kantar Worldpanel: 52 weeks ended 13 March 2016, by value (2) Kantar Worldpanel: 52 weeks ended 15 March 2015, by value 21 Results for the year ended 31 March 2016

22 New Look 1,491m FY16 Revenue 3.8% FY12-16 Revenue CAGR 227m FY16 EBITDA 12.1% FY12-16 EBITDA CAGR 3PE 3% E-commerce 13% International 13% Results at a glance Sales mix (1) (FY16) UK 71% 838 no. of stores as at FY m unique UK customers in FY16 (2) 27.9% FY16 own website growth 41% of UK women shopped at New Look in FY16 (2) Wardrobe Essentials 20% Product mix (FY16) High Fashion 10% Fast Fashion 70% (1) Sales are based on Gross Transactional Value excluding adjustment for concession income which is presented on a net basis for statutory reporting purposes (2) Kantar Worldpanel: 52 weeks ended 15 March 2016, by value 22 Results for the year ended 31 March 2016

23 ( m) FY16 Growth FY15 Commentary New Look Summarised income statement Revenue 1, % 1,415.5 Brand LFL growth of +3.6%; all aspects of the existing five part strategy (1) are delivering Strong UK like-for-like of +3.4% Click & Collect and Order in Store help drive both strong traffic and conversion on E-commerce, as well as footfall back into UK retail stores Continued strong growth in own website sales (+27.9%) and 3rd Party E-commerce sales (+41.8%) Gross Profit % Margin % 5% % Actively managing promotional activity was offset by an increasing mix of E-commerce sales, which have lower gross margin due to higher packaging and fulfilment costs However, in comparison to stores, the lower E-commerce gross margins are offset by lower administrative expenses and therefore contribute a higher operating profit margin EBITDA % Margin % 7% % EBITDA increased by 14.8m The business continues to invest in its people, brand, infrastructure and systems to achieve long term growth in the UK and other strategic international markets Depreciation and amortisation (52.5) (11%) (59.2) Charge for tangible and intangible assets reduced by 6.7m Adjusted EBIT (2) % Margin % 14% % Function of above (1) Beginning FY17, New Look plans to improve its Gross Margin and has introduced a sixth pillar to its strategy Gross Profit Margin Improvement (2) FY16 excludes other non-operating costs of 40.3m (FY15: 4.3m) 23 Results for the year ended 31 March 2016

24 ( m) FY16 Growth FY15 Commentary New Look Summarised cash flow information Cash from operations % EBITDA % 19% % Increase in cash generated from operations follows the growth in profitability Capex (72.3) 20% (60.3) Continued investment in: - multichannel business in the core UK market, including the upgrade of existing ERP systems - E-commerce, improving delivery options and online platform 66 stores opened in China, net 6 stores opened in UK 114 stores (new and refurbished) were delivered during FY16 in the Concept format, taking total to 442 stores Operating cash flow post capex % EBITDA % 18% % Function of above Tax paid (10.9) 6% (10.3) In line with prior year Net interest paid (83.1) 19% (69.9) Net interest paid includes interest paid on notes (refinanced and old notes) and interest income Resulting operating cash flow % EBITDA % 19% % Function of above Refinancing fees paid (54.2) n/m - Refinancing fees relate to the 26 June 2015 refinancing Operating cash flow post capex, tax and interest paid % EBITDA % (85%) % Function of above 24 Results for the year ended 31 March 2016

25 New Look New Look completed a full refinancing on 26 June 2015, replacing the previous capital structure with new notes: Reducing weighted average interest cost from 9.4% to 6.3% Extending the average maturities from 3 years to 7 years Following the refinancing, all interest is now on a cash pay basis Gearing analysis Term debt facilities Interest rate Term (yrs) (1) Currency FY16 m FY15 m Total term debt (2) 1, ,165.0 Senior Secured Notes Fixed 6.5% 7 GBP Senior Secured Notes Floating (3) 3m Euribor bps 7 EUR Senior Notes Fixed 8.0% 8 GBP Revolving Credit Facility ( RCF ) (4) 6 GBP Reconciliation to net debt quoted in Brait's valuation of New Look FY16 m Total term debt 1,207.6 Add: Accrued interest (5) 23.4 Less: Cash (134.5) Less: Fair value of cross currency swaps (3) (13.7) Net debt per Brait's valuation of New Look 1,082.8 (1) Term of debt at original 26 June 2015 issue date (2) Net of capitalised fees (3) New Look has fixed 225m of a total 415m through GBP cross currency swaps. This results in c.90% of the total term debt having fixed interest rate and GBP exposure (4) RCF increased to 100m on 26 June 2015 (undrawn) (5) New Look Retail Group Limited s FY16 financial information discloses accrued interest as part of trade and other payables 25 Results for the year ended 31 March 2016

26 New Look Focussed strategy for growth Brand International Expansion Multichannel Product Development Menswear Gross Profit Margin Improvement 26 Results for the year ended 31 March 2016

27 New Look Being a true brand is key to our future strategy Brand 91% of female shoppers and 48% of male shoppers recognise the New Look brand and 41% of all UK women shopped with us last year (1) Our market share grew to 6.1% and we remain the no.1 Womenswear retailer in the UK for the under 35 s and no. 2 overall. We also continue to grow our online UK Womenswear market share (1) We continue our Concept refurbishments, with 114 further stores (new and refurbished) delivered in FY16. We now have 442 in this format We ve continued to open Menswear standalone stores, with 6 trading at year end and a further 20 planned for FY17 Overall customer satisfaction improved to 80% (FY15: 71%) and we were ranked 7th in the UK Customer Satisfaction Survey (2), the first time we have made the top 10 (1) Kantar Worldpanel: 52 weeks ended 13 March 2016, by value (2) Institute of Customer Service UK Customer Satisfaction Survey (January 2016), Retail (Non Food) sector, versus a cross section of non food retailers 27 Results for the year ended 31 March 2016

28 New Look China remains a key priority market to drive growth Key strategic international markets : China We still see strong positive LFL sales performance from stores trading for more than 12 months and our stores deliver strong underlying contribution to profit Conversion continues to improve as we increase brand awareness and refine the product ranges for the market Our domestic sourcing now accounts for more than 65% of our product offer Whilst the Chinese economy is experiencing a slow down which is impacting footfall, we remain confident in our operating model, with 85 stores in China at end of FY16 Our plan remains to open a further 50 stores in the next financial year (to March 2017) Location No. of Stores Prime 6 Secondary 59 Commercial 20 Total Results for the year ended 31 March 2016

29 New Look Key strategic international markets : Rest of World France Continued positive results from our new and refurbished stores Our 4 newest stores are performing particularly well 3 loss making stores in France will be relocated to more appropriately sized units, with more relocations planned in later years as lease terms allow Poland New and refurbished stores in Poland are outperforming the rest of the estate New market MD appointed Germany Concessions and 3rd Party E-commerce partnerships have raised brand awareness and given us the opportunity to better understand this market We have wound up our concession contracts with our German partners and we're planning to open our first directly-owned stores in Germany during the coming year 29 Results for the year ended 31 March 2016

30 New Look Own E-commerce Proven multichannel platform Total E-commerce sales increased to 201m (FY12-16 Sales CAGR of 33.8%), driven by investment and further improvements to the design, content and functionality of our transactional website at newlook.com and new mobile app Our store estate remains a core channel to market, and is an integral part of our multichannel offering: 31% 61% then 29% 18% 8% UK E-comm orders of all Click & Collect of these make of all Click & Collect E-commerce orders Clicked & Collected customers browse an additional customers buy when are made in stores (picked up from store) once back instore purchase collecting Now seeing more E-commerce traffic from mobile devices than from desktops 70% more orders on mobile site 51% of traffic is to mobile site (FY15: 45%) 68% Online returns are made to stores We continue to focus on convenience for our customers, offering delivery new options like Next Day Click & Collect to suit their lifestyles We are upgrading our International web platforms imminently and developing increased capability for further local language sites from FY17 3rd Party E-commerce We continue to trade successfully through selected online 3rd Party E-commerce partners FY16 sales were 48m, 41.8% more than last year 30 Results for the year ended 31 March 2016

31 New Look Product development We seek to deliver choice and value consistently to all our customers across our product ranges We ve installed custom-designed fixtures for our cosmetics and fragrance ranges at over 400 stores, and we are working on an extended range for autumn Activewear featured in our windows during January and continues to perform strongly We ve seen positive reaction to our rebranded Plus Size range, New Look Curves We grew our women s denim market share, making us the UK s No.1 retailer for women s jeans (1) We also increased our share of the UK women s footwear market further during FY16 to 6.4% (FY15: 6.1%), maintaining our position as No.1 for women under 35 (1) (1) Kantar Worldpanel: 52 weeks ended 13 March 2016 (Womenswear by value) 31 Results for the year ended 31 March 2016

32 New Look 25% UK market Menswear Mix (1) 3.4% New Look Menswear Sales mix (FY15: 3.1%) Menswear We significantly grew our menswear presence with a confident and credible offer Our Menswear has performed strongly this year at +17%, driven by improved product ranges and our market share grew to 0.4% (2) We successfully launched our first six New Look Men stores in the UK to positive reactions and customer approval ratings averaging 89% Since the year end, we have opened a further 2 standalone Menswear stores, taking us to 8 in total Product development continues, with the rollout of our new men s underwear range and expansion of activewear planned for FY17 (1) 2016 Verdict UK Men's market c. 11bn according to Verdict (2) Kantar Worldpanel: 52 weeks ended 13 March 2016, (Menswear by value) 32 Results for the year ended 31 March 2016

33 New Look Gross Profit Margin Improvement We are aiming to deliver significant, sustainable improvements in our gross profit margin Beginning in FY17 we plan to improve Gross Margin and as a result have added a 6th pillar to our strategy This will be achieved through: Better sourcing and product negotiation A clear price architecture strategy On-going reduction of Markdown Review of product related costs New tools and technology to enable this The tools and technology includes our new Retail Stock Management Programme ( ATLAS ) which will enhance our ability to adapt a global range for local requirements and improve availability to enable increasing full price sales Through a focussed approach to challenging all aspects of the business we see opportunities to drive margin growth over the coming years 33 Results for the year ended 31 March 2016

34 New Look Outlook Our focus on consistently delivering our strategy is reflected in these results We continue to be pleased with our progress across all strategic initiatives, especially Menswear and China As widely reported, external market conditions in the UK have been difficult recently with economic uncertainty in the run up to a referendum on EU membership impacting on consumer confidence, coupled with a consumer shift towards spending on leisure activities The immediate outlook for retailing in the UK is therefore more challenging than it has been for some time, however we are ultimately confident in our strategy and our ability to execute it 34 Results for the year ended 31 March 2016

35 New Look 35 Results for the year ended 31 March 2016 Brait s valuation Unaudited Audited 30-Sep Mar-16 'm 'm Maintainable EBITDA EBITDA multiple (1) 13.3x 13.3x Enterprise value 2, ,021.8 Less: net third party debt (1,100.7) (1,082.8) Less: shareholder funding (2) (893.0) (934.1) Equity value of New Look ,004.9 Brait s shareholding in New Look (3) 88.7% Less: New Look management team s performance based sweet equity (4) (8.8%) (82.4) (89.3) Brait s effective economic interest in the equity value of New Look (3) 79.9% Brait s shareholder funding Fair value of Brait s unrealised investment in New Look (5) 1, ,644.3 Closing GBP/ZAR exchange rate R20.96 R21.21 Brait s carrying value in ZAR m R32,371 R34,869 Brait s GBP carrying value translated into ZAR using acquisition exchange rate of R18.39 R28,409 R30,239 Carrying value attributable to exchange rate movement R3,962 R4,630 (1) Mar-16 valuation multiple used of 13.3x represents a 12% discount to the peer average trailing three year EBITDA multiple of 15.1x and is in line with the peer average spot EBITDA multiple of 13.3x (2) GBP denominated shareholder funding bears interest at a fixed rate of 10% and is unsecured, with no fixed repayment terms until the end of its ten year term on 25 June Total shown includes accrued interest to reporting date (3) A share buy-back by the company is the reason for the slight increase in Brait s shareholding and effective economic interest in New Look compared to Sep-15 (4) Brait announced on 26 June 2015 the completion of the acquisition of c.90% of New Look. During Sep-15, further classes of non-voting share capital (sweet equity) were issued to the New Look management team subject to vesting over a 4 year term. The valuation at reporting date reflects the full 10% dilution to Brait s economic interest in the equity value of New Look (5) Brait has entered into a series of put option agreements with the New Look management team. These options are based on Brait s fair value of New Look at the exercise date and as a result do not expose Brait to fair value risk

36 New Look Attractions to Brait Attractions Demonstrated through Alignment Brait is the controlling shareholder alongside management and the founder Management team Experienced, aligned and proven team Market leader Strong brand awareness in particular amongst women in the UK No. 2 UK overall womenswear; No. 1 UK under 35 womenswear (1) Clear strategy Well positioned Fast fashion operating model: average lead time just 13 weeks for certain products it s just 2 weeks Established UK footprint well positioned in the higher growth value segment of the apparel and accessories market Strong growth prospects in France, Germany, Poland and especially China which is a priority market Solid brand, well developed multichannel offering via traditional stores and fast growing e-commerce platform Scale and efficiency of fast fashion operating model from source to customer is difficult to replicate Well-invested infrastructure and systems Financial track record Demonstrated strong EBITDA growth in recent years Cash flow generative Solid cash flow generation to be used to deleverage and to fund growth Group capex tightly controlled and focussed on supporting key strategic growth drivers (1) Kantar Worldpanel: 52 weeks ended 13 March 2016, (Womenswear by value) 36 Results for the year ended 31 March 2016

37 37 Results for the year ended 31 March 2016 Virgin Active

38 Virgin Active The world s leading international health club operator Overview 276 clubs in 10 countries across 4 continents (1) 1.34m adult members worldwide (1) Constant currency EBITDA growth of 15% (8% growth at actual currency) (2) An outstanding business in South Africa and market-leading positions in Europe Platform for further growth, particularly in Africa and Asia Exclusive rights to use the Virgin Active brand globally until 2045 Geographic mix Clubs (1) Adult Members (1) Revenue (2) 4% 3% 5% 42% 30% 45% 51% 55% 65% m Southern Africa Europe Asia Pacific 658m (1) As at 31 December 2015 (2) Financial year ended 31 December 2015 measured using 2015 constant currency rates (1 = ZAR 17.8, Euro 1.3, Australian $ 1.8,Sing $2.0, Thai baht 50). Actual reported currency rates for 2015 are 1 = ZAR 19.52, Euro 1.38, Australian $2.04,Sing $2.10, Thai baht Constant currency rates are used throughout the presentation to remove the effect of foreign exchange movements on results and better reflect the operating performance of the business. Reported results using actual currencies are found in the appendix and elsewhere in the presentation where indicated 38 Results for the year ended 31 March 2016

39 Virgin Active Broad geographic diversity of operations and earnings UK No. Clubs (1) 96 No. Adult Members (1) 371k VA Market Position (2) No.1 Revenue (3) 311m Continental Europe (5) No. Clubs (1) 46 No. Adult Members (1) 195k VA Market Position (2) No.1 in Italy Revenue (3) 115m Asia Pacific (6) No. Clubs (1) 10 No. Adult Members (1) 37k Revenue (3) 36m Southern Africa (7) Current locations (1) As at 31 December 2015 (2) Based on revenues, source: IHRSA (3) FYE December 2015 at 2015 constant currency rates (4) Based on revenues of private health clubs (5) Continental Europe includes Italy, Spain and Portugal (6) Asia Pacific includes Australia, Thailand and Singapore (7) Southern Africa includes South Africa, Namibia and Botswana No. Clubs (1) 124 No. Adult Members (1) 738k VA Market Position (SA) (4) No. 1 Revenue (3) 196m 39 Results for the year ended 31 March 2016

40 Virgin Active Our growth & value creation drivers Our growth & value creation drivers 1 Manage to revenue 2 Secondary Margin 3 Margin enhancement 4 Premiumise the estate and manage the portfolio 5 6 New club rollout pipeline Strategic and tactical M&A Manage price and volume to maximise revenue Monetise member base by driving additional revenue streams Leverage existing cost base using purchasing efficiencies and shared best practice. Disciplined ongoing capital expenditure to maintain quality estate Identify opportunities for premiumisation; manage underperforming clubs Clear roll-out pipeline in Southern Africa and Asia Pacific Selective pipeline in leading European cities Strategic & tactical M&A building on successful track record Opportunity for further consolidation in existing markets CPI+ LFL Adult Dues growth CPI +2% (1,2) achieved across the estate in 2015 Increase contribution from secondary margin each year +6% growth in secondary earnings in 2015 (3) bps Improvement in EBITDA margin each year +212bps improvement in 2015 (3) UK premiumisation programme peaking in 2014/15 10 clubs exited in 2015 Premiumised clubs generated >30% EBITDA uplift (4) Grow estate by clubs p.a. over the medium term 16 new clubs opened in 2015 Key global targets under continual review Acquired 3 Italian clubs in central Milan Core estate Expansion (1) % calculated as a weighted average (CPI: SA 5.2%, UK 0.2%, CE 0.03%, APAC 1.1%); (2) Sources: UK data per ons.gov.uk, SA data per statssa.gov.za, CE and APAC (both calculated as weighted average) per TradingEconomics; (3) Measured using 2015 constant currency rates (4) 2014 refurbished clubs 40 Results for the year ended 31 March 2016

41 Virgin Active The Best Clubs Invested 113m (1) in new or improved clubs for our members 16 organic club openings in the year, (10 Southern Africa (including our first club in Botswana),1 Australia, 2 Thailand,1 Italy & 2 UK) Acquired three prime sites in central Milan - membership increase over 20% Accelerated rollout of RED format in South Africa Upgraded 12 clubs in UK to a more premium offering Superb Innovation Global launch of GRID - now in 153 clubs worldwide Barre launched in UK, Singapore, Australia and Thailand Pulse launched in UK Altitude studio in new UK Collection Club New junior programming in all markets Café offering relaunched in South Africa (Real Foods) and UK (Soulmate) Salt rooms in Asia Pacific & UK Collection clubs Leading Experts Launched a global partnership with Tough Mudder, the world s leading obstacle challenge 175k hours delivered on training or development 638k PT sessions delivered (+13% year on year) Delivering a real impact for members NPS (2) increased in every market Junior membership grew by 19% to 129k Adult membership grew to 1,342k L4L usage increased from 5.2m to 5.4m (3) Group exercise participation increased to 28% Our differentiators lead to stronger financials Revenue of 658m (4) (3% LFL (5) revenue growth) 142m EBITDA (4), 15% growth Operating cashflow of 78m (6) generated Barre Trading highlights (1) FYE December 2015 new clubs, premiumisation, maintenance and head office capex at actual currency rates (2) Net Promoter Score, a measure of customers willingness to recommend a product or service (3) Average monthly visits in Q on a like-for-like basis (4) Financial year ended 31 December 2015 at 2015 constant currency rates (5) LFL measurement removes new, developing and closed clubs from the portfolio (6) Measured at actual currency rates 41 Results for the year ended 31 March 2016

42 Virgin Active Active Inspiration 2015 A Force for Good Over 6,750 children across 41 schools have benefited from our Active Inspiration campaign, taking activeness into schools across South Africa and UK (1) South Africa: Future Crew Equipping 3 Future Crew Schools impacting 3,600 children Supporting pupils to participate in life changing sporting events Providing opportunities for pupils to gain practical work experience UK Playmakers improving confidence and skills of over 40 Primary school PE teachers Active crew bringing opportunity for children to try our product in 30 schools Active minds taking activeness beyond playtime Actively involved in local communities Supplier development programme in South Africa access to finance and expertise Environmentally aware 29% reduction in energy usage in our clubs since m kw of electricity saved year on year enough to provide electricity to 25 homes for 1 year (2) Carbon footprint reduced by 39,000 tonnes Barre Reduced water usage by 5% - saving 191m litres of water enough to provide water to c.1,200 families with an average of 4 members per household (3) WE VE GOT A WORKOUT FOR THAT (1) This takes into account the 3,600 young people the SA team have reached through Future Crew, and assumes that they are working in three SA schools. The other schools are in the UK (2) Based on UK power stats for average medium house usage (3) Based on stats from ccwater.org 42 Results for the year ended 31 March 2016

43 Virgin Active Summarised income statement Constant currency (1) Growth constant currency (1) Growth (Results in m) Revenue Total portfolio Current club portfolio (2) Like-for-like portfolio (3) FY 2015 results at a glance Actual currency (4) Southern Africa % 11% 8% 1% Europe (including UK) (2%) 3% 1% (4%) APAC % 44% 5% 33% Total % (5) 7% 3% (1%) EBITDA % 14% 8% 8% EBITDA margin 19.5% 21.6% Net third party debt ( m) 31-Dec-15 Actual currency Leverage ratio (6) Interest bearing bank debt x Finance leases x Less: cash (79) (0.6x) Net debt x (1) Measured using 2015 constant currency rates (2) The current club portfolio excludes the 10 clubs exited during the year (7 UK, 2 Iberia and 1 Italy) from both current and comparative periods (3) The like-for-like portfolio excludes new, developing and closed clubs (4) Growth measured in actual currency across the total portfolio (5) Measured at constant currency using 2015 actual currency rates, Revenue growth is 5% (6) Leverage ratio expressed as a multiple of December 2015 EBITDA of 134m (at actual currency rates) 43 Results for the year ended 31 March 2016

44 Virgin Active Summarised income statement Summarised income statement (Results in m; audited results in actual currency) Dec-15 Constant currency (1) Dec-15 Audited Dec-14 Audited Commentary Revenue % growth (1.2%) 639 Constant currency (1) revenue grew 4% with membership up 2%: Southern Africa delivered excellent growth (+11% on prior year), membership grew 2% and 10 new clubs were opened (including the first in Botswana) European revenue declined (2%) due to ten non-core clubs being divested. Excluding these ten clubs, revenue grew by 3% APAC revenue growth of 44% as new clubs continue to mature and 3 new clubs were opened 2016 saw a depreciation of the Rand against Sterling of 22% which has driven the decline in Revenue at actual reported currency EBITDA % margin % % % Constant currency (1) EBITDA grew 15% Actual currency EBITDA growth was 8% Regional EBITDA growth (1) : Southern Africa +13%; Europe +8%; APAC +81% Depreciation expense (42) (39) (36) Increase driven by investment in new clubs and premiumisation Amortisation expense (28) (27) (35) Reduction due to certain assets being fully amortised EBIT % margin % % % Function of above (1) Measured using 2015 constant currency rates 44 Results for the year ended 31 March 2016

45 Virgin Active Strong cash flow conversion Cash Flow Unlevered cash flow ( m) EBITDA at constant currency Forex adjustment to actual exchange rates - (8) EBITDA (Actual currency) Working capital movement (1) (3) (9) Cash flow from operations Maintenance and head office capex (2,3) (31) (47) Operating cash flow Operating cash conversion (4,6) 73% 59% Investments new clubs and premiumisation (46) (66) Italian acquisition (Milan 3 clubs) - (5) Non-recurring capex (5) (5) - Non-recurring items and proceeds on disposal of assets (13) (10) Free cash flow before financing, interest and tax 26 (3) Commentary Strong cash flow generation reflects good EBITDA growth profile and disciplined capital expenditure schedule Reduction in EBITDA at actual exchange rates primarily driven by Rand currency (constant currency 1 = ZAR 17.8, Actual currency 1 = ZAR 19.52) Increase in working capital outflow includes payments for previously provided property costs on closed clubs Operating cash conversion (6) of c.59% following continued investment in maintaining the premium club portfolio included c. 14m of maintenance expenditure incurred in 2014 but paid in Excluding this spend, 2015 operating cash conversion would have been 69% Cash generation supports self-funded growth opportunities via new clubs and premiumisation of existing facilities Non-recurring items primarily relate to IPO preparation fees and other transaction fees (1) Working capital excludes non-recurring cost cash flows (2) Maintenance capex includes head office and IT capex (3) Fixed asset disposal proceeds excluded from capex cash flow (4) Group level Operating cash conversion excludes new club capex and premiumisation capex (5) Non-recurring IT capex (6) Defined as Operating cash flow / EBITDA (actual currency rates) 45 Results for the year ended 31 March 2016

46 Virgin Active Southern Africa Honeydew South Africa 46 Results for the year ended 31 March 2016

47 Virgin Active Clubs: 124 Clubs (1) Southern Africa - Highlights The Best Clubs: New club growth continues in three main areas of in-fill, urban fringe and emerging markets VA RED clubs: Strong value offering which targets more price-sensitive emerging customers (7 clubs) 4 clubs opened in the year Locations include emerging as well as established markets and outlying towns, such as Riverside RED in Nelspruit Jabulani (Soweto) opened on 4 July and is our fastest growing VA RED club yet Robust pipeline for continued roll-out Jabulani RED club VA Lifecentre Clubs: Comprehensive offering with high quality facilities catering for volume and families (114 clubs) Continue to evolve club design, programming and indoor / outdoor experience Opened 6 Lifecentre Clubs VA Classic Clubs: Exclusive luxury offering (3 clubs) 2 clubs being built Cape Town & Pretoria - providing a presence in all major metros in SA Continue to seek potential sites and to evolve this high-end product (1) As at 31 December 2015 Honeydew Lifecentre club 47 Results for the year ended 31 March 2016

48 Virgin Active Southern Africa 2015 Highlights Superb Innovation Continue to innovate around the member experience and improve customer insights Launched the new myvirginactive app in Q3 and had over 45k downloads by 31 December Currently the functionality includes timetables, bookings and club visit tracking Product development initiatives GRID (fun, functional training space) rolled out across 90% of the estate Re-launched the cycle proposition (rollout of 340 wattbikes in over 70 clubs including the largest wattbike studio in SA with 31 bikes) Enhanced café offering with Real Foods, incorporating a roll-out of NÜ Health Food Café and a refreshed Kauai menu and brand Performance FY14 FY15 Change Clubs # % Membership # (000 s) % Revenue m (1) Rm 176 3, ,485 YoY EBITDA Growth (2) 13% 11% Financials Strong revenue growth from member dues (volume and price) and from secondary revenue streams especially Personal Training (+18%), Junior members (+43%) and Swim (+18%) EBITDA growth of 13% (2) driven by flow through of revenue growth and better leverage of the cost base (1) Translated into Sterling at 2015 constant currency rates (2) YoY growth measured in Rand 48 Results for the year ended 31 March 2016

49 Virgin Active Europe Capitán Haya Madrid 49 Results for the year ended 31 March 2016

50 Virgin Active Clubs: 142 Clubs (96 UK, 33 Italy, 9 Spain, 4 Portugal) (1) The Best Clubs: Opened 2 new Classic clubs in City of London: - The Walbrook (Cannon Street) and - Merchant Square (Paddington) Strengthened position in Milan through acquisition of 3 city centre premium clubs Opened 1 new Collection club in Turin, Italy (Torino Classic) 12 UK clubs upgraded through premiumisation programme during 2015 Careful management of tail through 10 non-core club disposals during 2015 Another club being built in City of London (Mansion House) Europe 2015 Highlights Performance FY 14 FY 15 Change Clubs # (2) % Membership # (000 s) (2) % Revenue m (2,3) % YoY EBITDA Growth (2, 3) 8% Superb Innovation Launched new website New junior programming GRID rolled out to almost 50% of the estate Barre and Pulse launched across the UK Altitude training studio built at Walbrook, London New Soulmate food offering in place in 61 UK clubs Financials Revenue from current club portfolio grew 3% YoY (3) EBITDA up 8% YoY (2, 3) (1) As at 31 December 2015 (2) Adjusted for the current club portfolio, which excludes the 10 clubs exited during 2015 (3) Translated at 2015 constant currency rates 50 Results for the year ended 31 March 2016

51 Virgin Active APAC Collins St Melbourne 51 Results for the year ended 31 March 2016

52 Virgin Active Clubs: 10 Clubs (6 Australia, 3 Thailand, 1 Singapore) (1) The Best Clubs: 3 new clubs opened in the in Australia (Collins Street) and 2 in Thailand (EmQuartier Classic and Westgate) Construction of 4 th site in Thailand (Bangkok s largest multi-use facility) and 2 nd site in Singapore under construction and due to open in A 3 rd site in Singapore is committed and due to open in 2017 Advance negotiations on a number of other key sites in Singapore and Thailand Launched enhanced Mind and Body offering in our Norwest club in Sydney APAC Highlights Performance FY14 FY15 Change Clubs # % Membership # (000 s) % Revenue m (2) % YoY EBITDA growth (2) 81% Superb Innovation Continued the successful roll out of Barre in Australia and Asia Launched Pulse & GRID in all Asian clubs Partnered with Under Armour and launched cobranded outdoor Zuu classes in Asia Exposure on Thailand national TV as a leading innovative, premium fitness and lifestyle provider Launched Precision Nutrition coaching Australia Financials Revenue growth driven by strong growth in new and developing clubs EBITDA growth increase is driven by the maturing of developing clubs (1) As at 31 December 2015 (2) Translated at 2015 constant currency rates 52 Results for the year ended 31 March 2016

53 Virgin Active Reminder of our strategy OUR VISION TO BE THE WORLD S MOST LOVED EXERCISE BRAND OUR PURPOSE TO MAKE EXERCISE IRRESISTIBLE OUR STRATEGIES CREATE MARKET LEADING, SUSTAINABLE HEALTH CLUB NETWORKS IN OUR CHOSEN MARKETS USE OUR BRAND, EXPERTISE AND SCALE TO DEVELOP INNOVATIVE PRODUCTS & SERVICES BEYOND THE FOUR WALLS OF OUR CLUBS 53 Results for the year ended 31 March 2016

54 Virgin Active 2016: Another year of Growth and Innovation Q vs Comparative period (1) Southern Africa Europe APAC Group Q Q % Q Clubs (number) % % % % Revenue ( m) % % % % EBITDA growth 7% 12% 324% 15% Q % Q Q % Q Q % The Best Clubs 2016 sees acceleration of global club opening program - 15 new clubs opening in Southern Africa including 5 Red clubs - 3 new Collection clubs opening in Cape Town, Pretoria and London - Ambitious acceleration of growth in Asia Pacific, with plans to invest up to 150 million and open up to 40 new clubs over the next six years, cementing Virgin Active s leadership position in the region. Three clubs set to open in 2016 Upgrade of more London clubs into the Collection group adding to the 17 clubs Virgin Active currently has worldwide Superb Innovation Global launch of exciting new cycle proposition The Pack with more to come Premiumisation of UK estate Virgin Active has entered into an agreement to sell 35 non-core UK clubs to Nuffield Health resulting in a stronger estate focussed on London, the South East and other major metropolitan areas, organised around 3 core proposition pillars: high-end Collection clubs, big family clubs and racquet clubs. The transaction is expected to close in the next few months Transaction represents an acceleration of stated strategy to focus on operating and developing prime sites in metropolitan hubs in key geographies Significant proceeds from the transaction will be invested in growth initiatives including: Premiumisation of the UK estate through the growth of Virgin Active s high end Collection portfolio of clubs; and Investment in Europe as strategic opportunities arise Club teams and members transferring to Nuffield Health Builds on the 150m investment programme underway in the UK. Plans are underway to open a new Collection club in Mansion House, London in 2016 Net leverage falls to 2.7x (from 3.0x) on execution (1) Measured using 2016 constant currency rates (1 = ZAR 24, Euro 1.4, Australian $2.0, Sing $2.1, Thai baht 53) 54 Results for the year ended 31 March 2016

55 Virgin Active Summary & Outlook 2016 Outlook Performance for the year ending December 2015 has been strong with EBITDA growth of 15% year on year (1) having successfully rolled out 16 new clubs Looking forward, the company is well positioned for further organic expansion in its existing territories and continues to seek and evaluate M&A opportunities Good start to 2016 with 15% constant currency EBITDA growth in Q1 (2) (5% growth at actual exchange rates) Confident of delivering double digit EBITDA growth in the current year, in line with long term trends, following investment in the company s premium proposition and the continuation of its global club opening programme with up to 19 new clubs planned this year (1) At 2015 constant currency rates (2) At 2016 constant currency rates 55 Results for the year ended 31 March 2016

56 Virgin Active Brait s valuation Unaudited Audited 30-Sep Mar-16 'm 'm Maintainable EBITDA EBITDA multiple (1) 10.8x 11.0x Enterprise value 1, ,479.8 Less: net third party debt (421.2) (407.6) Less: shareholder funding (2) (900.8) (946.0) Equity value of Virgin Active Brait s shareholding in Virgin Active 78.2% Less: Virgin Active management team s performance based sweet equity (3) (7.8%) (8.1) (9.8) Brait s effective economic interest in the equity value of Virgin Active 70.4% Brait s shareholder funding Fair value of Brait s unrealised investment in Virgin Active (4) Closing GBP/ZAR exchange rate R20.96 R21.21 Brait s carrying value in ZAR m R16,298 R17,579 Brait s GBP carrying value translated into ZAR using acquisition exchange rate of R18.39 R14,302 R15,243 Carrying value attributable to exchange rate movement R1,996 R2,336 (1) Mar-16 valuation multiple used of 11.0x represents a 19% discount to the peer average trailing three year EBITDA multiple of 13.6x, and a 20% discount to the peer average spot EBITDA multiple of 13.7x (2) GBP denominated shareholder funding bears interest at a fixed rate of 10% and is unsecured, with no fixed repayment terms until the end of its ten year term on 16 July Total shown includes accrued interest to reporting date (3) Brait announced on 16 July 2015 the completion of the acquisition of c.80% of Virgin Active. During Sep-15, further classes of non-voting share capital (sweet equity) were issued to the Virgin Active management team subject to vesting over a 4 year term. The valuation at reporting date reflects the full 10% dilution to Brait s economic interest in the equity value of Virgin Active (4) Brait has entered into a series of put option agreements with the Virgin Active management team. These options are based on Brait s fair value of Virgin Active at the exercise date and as a result do not expose Brait to fair value risk 56 Results for the year ended 31 March 2016

57 Virgin Active Attractions to Brait Attractions Demonstrated through Alignment Brait is the controlling shareholder alongside management, the founder and Sir Richard Branson Management team Experienced, aligned and proven team Market leader Outstanding business in South Africa No. 1 in UK and Italy based on revenues Clear strategy Well positioned A proven model that is repeatable, flexible and resilient Exposure to positive macro health and wellness trends A strong roll-out pipeline; exciting platform in Asia Pacific Geographical diversification that is able to leverage the best practices of the group Aspirational global consumer brand is a key differentiator supporting the customer proposition Strong relationships with healthcare providers Financial track record High earnings visibility from subscription based model Cash flow generative Strong cash flow generation with a large proportion of membership fees received in advance Provides capital for expansion or returns to shareholders 57 Results for the year ended 31 March 2016

58 58 Results for the year ended 31 March 2016 Premier

59 Premier A leading staple foods producer with the strategic intent to be a fast moving consumer goods (FMCG) manufacturer offering branded and private label solutions Business overview Strong heritage brands dating back to 1820 Snowflake (wheat flour), Iwisa No 1 & Nyala (maize meal), Blue Ribbon (bread) Lil-lets (feminine hygiene), Manhattan and Super C (sugar confectionery) Companhia Industrial da Matola S.A ( CIM ) food brand portfolio (Top Score, Polana, Florbela and Favorita) in Mozambique Operates a wide footprint 16 bakeries, 7 wheat mills, 3 maize mills, a sugar confectionery plant, a feminine hygiene manufacturing plant, a biscuit plant, a pasta plant and an animal feeds plant 22 distribution depots in South Africa, Swaziland, Lesotho and Mozambique, with a Lil-lets sales office in the UK On a large scale Sells 550 million loaves of bread and 1.35 million tons of maize and wheat per year Makes over 45,000 deliveries daily with a fleet of 930 bakery trucks and Employs 8,650 people Serves all channels to the market with significant exposure to the informal market which accounts for 70% of bread sales volumes 59 Results for the year ended 31 March 2016

60 Premier Premier FMCG Milling Baking Groceries International (1) Premier has the rights to produce and distribute the Dove brand for use in cotton wool products in South Africa in perpetuity 60 Results for the year ended 31 March 2016

61 Premier (R m) YTD FY16 Growth (1) YTD FY15 Net revenue (2) 8,247 32% 6,254 EBITDA (3) % Margin EBIT (3) % Margin % % 41% 37% % % YTD 9 months ended 31 March 2016 Commentary Like-for-like revenue growth was 13% In its first year of inclusion, CIM contributed revenue of R1.2 billion year to date Revenue from Milling and Baking comprises 77% of revenue: - Milling revenue was 12.5% higher than the prior period driven by increased selling prices as a result of the commodity price increases - Bread revenue increased by 14% Sugar confectionery and Femcare recorded year on year revenue growth of 12% and 14%, respectively Strong like-for-like EBITDA growth: - Milling operations up 11% - Baking up 17% - Sugar confectionery up 29% Femcare in SA and UK up 17% which includes contribution from the SA tampon manufacturing operation acquired March 2015 EBITDA margin was constrained by higher milling selling prices as Premier targets a rand value margin per ton on its milling products In line with strategic plan, Premier is on track to record a double digit EBITDA margin for the first time in FY16 (up from a margin of 4.5% in FY11) Margin improvement due to: - focus on margin management through out the business especially in milling operations - improving Premier s bread proposition to narrow the price differential to the market leader - adding higher margin FMCG businesses to the staple foods Premier has continued its investment in marketing to grow its brands by building brand equity and innovation. YTD marketing spend has increased by 32% over the comparable period (1) Results for 9 months YTD FY15 exclude CIM (acquired in March 2015) (2) In the current year, Premier has accounted for sales of its milling by-product as a recovery of costs. Previously these sales were recognised as revenue. The FY15 results have been restated for this change (3) Before non-recurring costs/(gains) (YTD FY16: (R14m); YTD FY15: R7m) 61 Results for the year ended 31 March 2016

62 Premier YTD 9 months ended 31 March 2016 (R m) Cash from operations % EBITDA YTD FY % Growth 97% (1) YTD FY % Capex (977) 130% (425) Commentary A further R129 million absorbed by working capital in YTD FY16 (YTD FY15: R241 million absorption) driven by trading and the impact of high commodity prices on selling prices The aggregate investment in working capital remained constant at 15% of revenue (YTD FY15: 16%) Focus continues on rolling out the capex programme to improve efficiencies and expand capacity FY16 is the peak year of the capex programme Of the YTD capex, R77 million has been invested in projects for innovation and new product development Major projects invested in YTD FY16 include: - new wheat mill in Durban commissioned in November new extrusion plant in Kroonstad that uses special maize to produce a new breakfast cereal range was commissioned in January Durban bakery to replace the line damaged by a fire in FY15 - started projects to upgrade the Pinetown bakery and consolidate the three Eastern Cape bakeries onto a single site - acquisition of the site in Durban that houses the mill and bakery Significant investment into vehicle fleet to improve efficiencies through direct ownership of the fleet Operating cash flow post capex % EBITDA (316) (37%) (251%) (90) (15%) During the year Brait injected shareholder funding to part fund the capex programme (1) Results for 9 months YTD FY15 exclude CIM (acquired in March 2015) 62 Results for the year ended 31 March 2016

63 Premier Evolution of Premier s strategy The three pillars of Premier s 2012 strategy: Strategic intent: To be a leading FMCG player by growing EBITDA from existing operations at sustainable double digit margins, expanding the portfolio and growing in chosen geographies 1. Optimising milling and baking operations by investing in people, brands and assets 2. Converting from a staple foods producer to an FMCG branded business 3. Geographic expansion Mission statement: The Premier group provides innovative, branded and private label solutions in partnership with our customers and consumers in the FMCG sector via defined routes to market Sustainable growth is achieved through organic and acquisitive opportunities in chosen geographies Our success is measured by our profitability and also by our ability to reinvent ourselves through our innovative products and leading brands We are mindful of our responsibilities towards our stakeholders, employees, consumers and the communities in which we operate To be the best and grow together, we: Run our existing business well Are innovative and have a high performance culture Ensure route to market excellence Have category leadership in targeted categories Grow through acquisitions and geographic expansion 63 Results for the year ended 31 March 2016

64 Premier Strategic theme - Run our existing business well Category Premier brands Trading and operational update for the 9 months ended 31 March 2016 Bread Blue Ribbon BB Bread (KZN) Star Bread (Eastern Cape) Mister Bread (Eastern Cape & Swaziland) SUB Bread (Swaziland) Revenue up 14% over prior period of which bread sales volumes up 7% and the balance from price increases necessitated by cost pressure of wheat and packaging Blue Ribbon brand support continued by television campaign for Get that Mmmm Yum taste and in-store demonstrations for the lifestyle range of loaves On the back of consistent quality and taste profile, focus continues to be on narrowing the price gap to the market leader Sold 416m loaves in South Africa and Swaziland. In South Africa, 70% of sales in the informal sector which grew by 9% Premier improved its market share in the formal market from 22% to 24% (1) Focus on operational efficiency - despite significant increase in number of loaves sold, Premier fleet drove 11% fewer kilometres, reduced its fuel consumption by 14% and accident frequency by 81% (1) Market share is the share of value for the 12 months to April 2016 as measured by AC Nielsen 64 Results for the year ended 31 March 2016

65 Premier Strategic theme - Run our existing business well Category Premier brands Trading and operational update for the 9 months ended 31 March 2016 Maize Iwisa Invicta Nyala Super Sun High maize prices led to contraction of the maize market - Premier s maize sales volumes were down by 5% Additional costs were incurred to maintain service levels during a 6 week strike at the Kroonstad maize mill in August / September 2015 Focus has been on margin management at the expense of volumes and Premier s market share has remained relatively constant at 21.6% (1) Wheat Snowflake Wheat sales volumes up 1% despite fierce competition Consumer flour sales only account for 33% of Premier s total flour sales. Premier has a 26.8% market share (1) and a 46.5% (1) market share of cake mixes. Premier s focus on margin management means that Snowflake trades at a value / volume premium of 13% Completion of a state-of-the-art wheat mill in November 2015 in Durban which expands overall capacity and enables Premier to mill flour for Kwa-Zulu Natal market on a cost effective basis (1) Market share is the share of value for the 12 months to 31 March 2016 as measured by AC Nielsen 65 Results for the year ended 31 March 2016

66 Premier Category Premier brand Trading and operational update for the 9 months ended 31 March 2016 Strategic theme - Expand the portfolio Sugar Confectionery Manhattan Super C Grown volumes 9% and market share to 9.8% (3) by launching new products and filling sales gaps in the formal and informal sectors translating into 12% growth in revenue Category requires high rate of innovation - Premier has introduced 46 new SKUs since acquisition in May 2013 Despite challenging trading conditions for the category, margin has benefited from sales of new higher margin products Export sales were 75% up on prior year including sales to Premier subsidiaries in Swaziland and Mozambique Home & Personal Care Lil-lets Dove (1) Vulco (2) South Africa: Stable market share of 20% of the overall Femcare product sales which includes an 82% share in the non applicator tampon segment (3). Premier has focused on gaining share in the pads and liners segments Developing export markets in Africa by appointing distributors and using Premier s subsidiaries to distribute Lil-lets products United Kingdom: The tampon market has declined by 2.1% in volume and Lil-lets tampon volumes were down by 4.2% driven by the decision to discontinue a low margin range. Lil-lets value share in the non applicator tampon segment is 76% (4) Strategy is to invest in marketing to recruit new customers through Lil-lets teen range and applicator tampons International expansion programme is on track - with distribution into China currently through 400 high-end retail stores and a robust presence in Cyprus Benefits from Rand depreciation against the Pound (1) Licenced from Unilever Plc for cotton wool products in South Africa; (2) Vulco is the No. 1 household glove brand in SA; (3) Market share is the share of value for the 12 months to 31 March 2016 as measured by AC Nielsen; (4) IRI data 52 weeks ending 14 May Results for the year ended 31 March 2016

67 Premier Category Premier brand Trading and operational update for the 9 months ended 31 March 2016 Strategic theme - Expand the portfolio Milling Iwisa, Nyala and Top Score Thrive Building on successful range extensions of milling brands which saw Snowflake expand into baking powder and Iwisa into corn flour. Premier launched Iwisa Sip Snack in Gauteng using a third party beverage packer In January 2016 commissioned an extrusion plant at the Kroonstad maize mill that produces products for the Ready-to-Eat ( RTE ) breakfast cereal market In South Africa, the Hot Cereal segment is estimated at R888 million and the RTE segment at R5 billion, growing at 8% p.a. (1) offering significant growth potential for Premier s new ranges In March 2016, Premier launched an instant porridge range (under the Iwisa, Nyala and Top Score brands) as well as a high protein, multi-grain cereal under a new brand Thrive (1) Nielsen data, October Results for the year ended 31 March 2016

68 Premier Strategic theme - Grow in chosen geographies Category Premier brand Trading and operational update for the 9 months ended 31 March 2016 CIM (Mozambique) Top Score (maize) Polana (pasta) Florbela & Favorita (wheat) CIM was acquired in March 2015 and in its first year of trading as part of Premier, is recording excellent results with revenue and EBITDA ahead of the investment case Following the conversion of a shareholder loan into equity, Premier owns 95% of CIM with the balance held by local minority shareholders CIM has leading market shares of 30% in wheat flour and maize, 34% in pasta, 28% in biscuits and 38% in animal feeds in Mozambique (1) There is a challenging macro economic backdrop in Mozambique, which has seen rising interest rates, currency volatility and shortage of foreign currency to settle imports In line with the investment case, significant investment in capex to expand warehousing, site efficiencies and install a uninterrupted power source Premier is using CIM s in-country distribution infrastructure to sell its femcare, sugar confectionery products, Impala Special Maize and Blue Ribbon bread into Mozambique Blue Ribbon, SUB & Mister Bread Premier Top Score & Swaziland Ligugu (maize) Baker s Pride (wheat) (1) AMA 2015 Annual Report Premier acquired two bakeries in February 2012 and consolidated these onto a single site This was followed by the acquisition of a maize and wheat mill in April 2014 to form an integrated milling and baking business In 2015, Premier bought out its partner and Premier Swaziland is now a wholly owned subsidiary Premier Swazi bakes 90,000 loaves per day and is the leading bakery in Swaziland 68 Results for the year ended 31 March 2016

69 Premier Run our existing business well Outlook Premier has secured the supply of maize beyond its FY16, in order to mitigate the risk of white maize shortages, given the outlook for the 2015/16 crop. Recognising that tariffs are increasing the price of staples, ITAC (1) is reviewing the current formula for setting tariffs on wheat and maize and has requested submissions from stakeholders In bread, Premier plans to continue to focus on innovation in recipe formulation and brand building. Introduce a new recipe to comply with new low sodium legislation without comprising its taste proposition Innovative and high performance culture Focus on fewer but larger new product development ideas Continue to focus on expanding strategic brands into adjacent categories and geographies Ensure route to market excellence Focus on supply chain optimisation with an 18 month project launched in Feb 2016 Grow through acquisitions and geographic expansion Focus on achieving the targeted investment returns and maximising synergies / revenue opportunities Continue driving export sales to African countries Continue with Lil-lets international strategy focusing on China and the Middle East Seek FMCG acquisitions in SA and rest of Africa but remain disciplined in the approach - In Feb 2016, opted not to proceed with an East African acquisition based on results of due diligence (1) International Trade and Administration Commission of South Africa 69 Results for the year ended 31 March 2016

70 Premier Brait s valuation Audited Unaudited Audited 31-Mar Sep Mar-16 R'm R'm R'm Maintainable EBITDA 829 1,009 1,125 EBITDA multiple (1) 12.3x 12.6x 12.7x Enterprise value 10,197 12,713 14,286 Less: net third party debt (2) (1,609) (2,114) (1,946) Less: shareholder funding (1,578) (2,389) (2,562) Total (1,989) (2,389) (2,726) Adjustment for acquisitions / capex not as yet generating EBITDA Equity value of Premier 7,010 8,210 9,778 Brait s shareholding in Premier (3) 86.5% 90.3% 91.1% Fair value of Brait s unrealised investment in Premier 8,241 9,804 11,637 Equity value 6,061 7,415 8,911 Shareholder funding (4) 1,989 2,389 2,726 Financial derivative asset (5) (1) Mar -16 valuation multiple used of 12.7x represents a 2% discount to the peer average trailing three year EBITDA multiple of 13.0x and is in line with the peer average spot EBITDA multiple of 12.7x (2) Net third party debt is shown after the normalisation adjustment for capex spend that is not yet generating EBITDA, due to its early stage (Mar-16: R358m; Sep-15: R96m; Mar-15: R140m) (3) Increase in Brait s shareholding due to the exercise of put and call option agreements (4) Shareholder funding bears interest at the ruling SA prime interest rate plus a margin of 2% and is unsecured, with no fixed repayment terms. Premier has to date serviced interest of R389m (5) Brait acquired the last tranche of the shares held by former Premier shareholders resulting in the settlement of the financial derivative asset. The series of put and call option agreements that Brait has with the current Premier management team are based on Brait s fair value of Premier at the exercise date and as a result do not give rise to any financial instrument 70 Results for the year ended 31 March 2016

71 Premier Attractions to Brait Attractions Demonstrated through Alignment Shareholders are Brait (91.1%) and management (8.9%) Management team Deep bench with significant industry experience across all categories Market leader Market leading staple food brands Includes some of the oldest brands in the country Clear strategy Well positioned Cash consumer Optimising core operations by investing in people, brands and assets Investing in a number of internal projects with attractive returns Target acquisitions in a wide range of adjacent and FMCG categories Distribution platform opportunity for other product sets Sizeable footprint and reach not easy to build / replicate Operating leverage ability to expand margins and improve production efficiencies Well exposed to cash consumer in higher growth LSM 1 6 categories CIM acquisition enhances exposure to neighbouring countries Cash flow generative Strong cash flow characteristics due to nature of the product basket that is focused on cash sales into the informal market 71 Results for the year ended 31 March 2016

72 72 Results for the year ended 31 March 2016 Iceland Foods

73 Iceland Foods Business overview Introduction UK based national food retailer best known for its frozen food offering Founded in 1970 by Malcolm Walker, current CEO Over 22,000 employees; one of three companies to be ranked among the Best Big Companies to work for in every one of the last 10 years (1) Defensible market position 2.0% of UK grocery market (2) 16.1% share of the UK frozen market (2 nd only to Tesco) (2) Focused differentiated customer proposition of quality, value and convenience Not a direct competitor to Big 4, but aim to take share of customer wallet Diversified product mix Sales are split c.40% frozen, with the remainder split evenly between chilled food and grocery Iconic private label offering delivering higher margins and product innovation c.2,500 SKU s Channels to market In-store stores (FY15: 872) of which 864 are in the UK (3) (FY15: 859) mainly in convenient high street locations Home delivery (4) - Free delivery is offered to in-store customers spending in excess of 20 Online (4) - An online service is available throughout the UK, with free delivery to customers spending at least 35 The Food Warehouse New concept store launched in Currently 12 in operation with a further 25 planned to open in FY17 Operates in retail parks and offers bulk buying, extended ranges of luxury and specialty frozen food, chilled meat and fresh produce Attractive customer demographic Targets value seeking families, providing a compelling value for money proposition Cash generative business model Proven track record of high cash generation and de-leveraging (1) Sunday Times Best Companies Awards; (2) Kantar Worldpanel: 12 weeks ending 24 th April 2016; (3) Includes 12 The Food Warehouse stores at FY16 (FY15: 6 stores); (4) Delivered sales (both in-store and online purchases) regularly exceed 200,000 deliveries per week 73 Results for the year ended 31 March 2016

74 Iceland Foods Financial review: FY16 Key highlights The market The IGD (1) recorded like for like sales growth for the market of (1.4%) for the 52 weeks ending 26 March 2016 Food prices fell by (2.7%) in the year to March 2016 (2) Tesco, Asda and Morrisons have a declining market share (3) Discounters continue to show double digit total sales growth Iceland Iceland Foods sales for its 52 weeks ending 25 March 2016 decreased by (0.8%) on FY2015 Like-for-like sales of (2.7%) represented an improvement of 1.7% year-on-year The Group opened a net 9 new stores in the year taking the Group estate to 881 (864 UK stores including 12 Food Warehouse) Full Year EBITDA of 150.5m, 0.3m up year-on-year Full Year EBITDA % of Turnover of 5.6%, in line year-on-year Full year Cash from operations of 148.8m Capital expenditure for the year of 62.1m (FY2015: 28.7m) included a new EPOS system, installation of LED store lighting across the estate, investment in the refurbishment of the manufacturing business, and new stores and refits Free cash flow post capital expenditure of 86.7m represents an EBITDA cash conversion ratio of 58% Net Debt at the end of the year of 731.1m, improvement of 13.9m year-on-year Resulting Leverage ratio of 4.9x, an improvement of 0.1x on last year (1) IGD refers to the Institute of Grocery Distribution; (2) ONS: Consumer Price Inflation March 2016; (3) Kantar: 12 weeks ending 27 March Results for the year ended 31 March 2016

75 Iceland Foods Full year sales performance ( m) FY16 FY15 Var Weighted Var % Base estate (LFL) 2, ,653.1 (70.7) (2.7%) New stores % Other group companies % Turnover 2, ,696.7 (22.0) (0.8%) 75 Results for the year ended 31 March 2016

76 Iceland Foods Full year sales performance ( m) Like for Like sales moderated to -2.7% for FY16 from -4.4% for FY15 and quarterly trend is improving. 0% FY15 Q2 FY15 Q3 FY15 Q4 FY16 Q1 FY16 Q2 FY16 Q3 FY16 Q4-1% -2% -3% -4% -5% -6% -7% 76 Results for the year ended 31 March 2016

77 Iceland Foods FYE March 2016 results at a glance ( m) FY16 Audited Growth FY15 Audited (1) Commentary Sales 2,674.7 (0.8%) 2,696.6 LFL sales down 2.7% driven by UK food price deflation (2), a decline in customer transactions and cannibalisation effect of new store openings, partially offset by an increase in average basket values Year-on-year sales down 0.8%; net 9 stores opened in FY16 (FY15: net 28) EBITDA % Margin % 0.2% % EBITDA margin of 5.6% in line with prior year Driven by increased marketing spend offset by an improvement in gross margin and control of operating costs Depreciation Amortisation of intangibles (35.5) (0.2) (7.1%) - (38.2) (0.2) Depreciation charge reduced primarily as a result of the 71 stores opened in FY10 becoming fully depreciated in FY15 Adjusted EBIT % Margin % 2.7% % Function of above Amortisation of goodwill Exceptional items (75.1) (9.4) - 81% (75.1) (5.2) In terms of UK GAAP, Iceland amortises goodwill of 1.5 billion over 20 years Exceptional items for both years relate to business restructure costs EBIT (3) % Margin % (3.8%) % Function of above (1) Iceland Foods adopted Financial Reporting Standard 102 The Financial Reporting Standard Applicable in the UK and Republic of Ireland in FY16. This resulted in the restatement of FY15 EBT and PAT to recognise the 12m gain on fair value of foreign exchange forward contracts, cross currency and interest rate swaps. Under the old UK GAAP, such derivative contracts were not recognised in the balance sheet. These derivative contracts were closed out during the July 2014 refinancing (2) UK food deflation is at (1.4%) (Kantar Worldpanel: 52 weeks ending 26 March 2016) (3) Iceland Food s FY15 audited financial statements reported an EBIT loss of 27.8m, which included the July 2014 debt refinancing costs of 53.8m (exceptional items) and 5.5m amortisation of loan fees. The audited FY16 financials classify these 59.3m costs as interest payable and similar charges. This explains the positive variance of 59.3m 77 Results for the year ended 31 March 2016

78 Iceland Foods FYE March 2016 results at a glance ( m) FY16 FY15 Commentary Cash from operations % EBITDA % % Business has remained strongly cash generative Reduction relative to FY15 driven by lower benefit from working capital (largely as a result of prior year comparable including significant benefit from supplier payments) Capex (62.1) (28.7) Major capex programme driving increase. Projects specific to FY16 including a new EPOS system, expansion of the Iceland Manufacturing facility in Manchester and energy efficient equipment Partially offset by lower number of new stores Operating cash flow post capex % EBITDA % % Function of the above Tax paid (21.4) (19.3) Tax in line year-on-year Net interest paid (48.6) (28.3) Net interest includes underlying interest payable on Bonds offset by discount on bond buybacks and interest income Increase driven by timing of payments Refinancing fees paid - (11.9) July 2014 debt refinance Operating cash flow post capex, tax and interest paid % EBITDA % % Aggregate of above 78 Results for the year ended 31 March 2016

79 Iceland Foods FYE March 2016 results at a glance ( m) Cash at bank and in hand Debt (including finance leases) (896) (909) Net debt (731) (745) Net leverage (1) 4.9x 5.0x Term debt facilities Interest rate Term (years) (3) Currency Mar 2016 m Mar 2015 m Total term debt (2) Senior Secured Note - Floating Libor bps 6 GBP Senior Secured Note - Fixed 6.25% 7 GBP Senior Secured Note - Fixed 6.75% 10 GBP Revolving Credit Facility ( RCF ) (4) 6 GBP (1) Net leverage calculation based on actual EBITDA (2) FY16 debt : 887m bond debt + 10m finance leases; FY15 debt : 908m + 1m finance leases. Total of 912m reflected in FY15 balance sheet as 909m debt; 3m included in the line item Current liabilities (3) Term of debt at original issue date July 2014 (4) RCF is undrawn 79 Results for the year ended 31 March 2016

80 Iceland Foods Iceland update In June 15 we explained. Price is no longer a differentiator Focussing on Frozen as our point of difference, our speciality The way forward is to change everything Power of Frozen Product quality and innovation Advertising / PR Packaging Online and Food Warehouse channels representing exciting prospects Do not lose focus on value proposition 80 Results for the year ended 31 March 2016

81 Iceland Foods Power of Frozen Trading review Innovation Launched in February 2015, the exclusive Slimming World TM range of products has grown into the UK s number one healthy eating brand Many new and distinctive frozen lines have been introduced into stores Change perception of frozen food by underlying advantages of quality, freshness, choice, convenience and waste reduction Brand is benefitting from the biggest ever product development programme Marketing campaign successfully re-emphasising Iceland s long established credentials as the UK s leading frozen foodspecialist New TV adverts based on real life families PR (investment in people and social media) Outdoor advertising 81 Results for the year ended 31 March 2016

82 Iceland Foods Product quality and innovation 82 Results for the year ended 31 March 2016

83 Iceland Foods Advertising and PR Awards won in At the British Frozen Food Federation Product Awards 2016, Iceland swept the board in the retail categories, recognising the investment made into creating genuinely innovative new products for the consumer Iceland won 3 Gold medals, 3 Silver and 4 Bronze medals In addition, Iceland won the Retail Product of the Year for the Slimming World TM Chicken Tikka Masala At the Grocer Own Label Awards 2016, Iceland won 2 Gold medals and 2 Silver medals 83 Results for the year ended 31 March 2016

84 Iceland Foods Advertising and PR 84 Results for the year ended 31 March 2016

85 Iceland Foods Packaging 85 Results for the year ended 31 March 2016

86 Iceland Foods Value offering: Maintain price gap Source: Iceland Net price index (185 key value lines) 86 Results for the year ended 31 March 2016

87 Iceland Foods Value proposition Maintain price gap Tactical marketing initiatives to remind public that Iceland remains outstandingly competitive across all categories 7 day deals Market leading price for 7 days Drive footfall Leaflet drops 87 Results for the year ended 31 March 2016

88 Iceland Foods Online Building on 20 years of expertise in home delivery Iceland has developed a fast growing online business Total delivered sales (in-store and online purchases) exceed 200,000 deliveries per week Voted the UK s best online store in the annual Which? survey of customer satisfaction with supermarkets based on value for money, offers and convenient delivery slots National TV advertising campaign to prioritise online channel Recent free delivery threshold drops have driven transactions (free delivery on online order of 35 or more and customers can place orders of 25 subject to a small charge) New look website 88 Results for the year ended 31 March 2016

89 Iceland Foods The Food Warehouse The Food Warehouse chain doubled in size to 12 stores at FY16 year end (FY15: 6 stores) Offers an extended product range (including general merchandise) Destination shops; typically in retail parks Offer customers bigger packs, wider range in bigger, fresher stores All stores are trading successfully Planned 25 new stores in FY17 Key differences to a Standard Iceland store: 10,000 sq.ft (vs Standard Iceland store at 5,000 sq.ft) Out of Town location operates in retail parks Single unit pricing no multi-buys Higher average weekly sales ( 85k vs 60k Standard Iceland) Higher average basket size Lower cost to serve % More SKU s 89 Results for the year ended 31 March 2016

90 Iceland Foods Significant investment into the business FY17 Capital expenditure New stores ( Food Warehouse) Refits / estate maintenance Completion of Iceland Manufacturing facility, dedicated to Slimming World TM Food kitchen New freezers Merchandising system Dedicated pick centre for online Completion of EPOS/ IT infrastructure The new development kitchen The online pick centre 90 Results for the year ended 31 March 2016

91 Iceland Foods Outlook 4 Food Warehouse stores will open in Q1 out of a plan to add 25 new UK Food Warehouse stores by end of FY17 8 new Iceland stores planned in the Republic of Ireland Power of Frozen marketing campaign and new product development will continue to improve consumer understanding of the Iceland brand Investing in new product capability by the construction of a state of the art product development kitchen Made senior appointments to strengthen buying team particularly in chilled food and grocery Increased trading initiatives to remind the public that we remain outstandingly competitive on price Launch of new TV adverts focussed on real families and social media content 91 Results for the year ended 31 March 2016

92 Iceland Foods Brait s valuation Audited Unaudited Audited 31-Mar Sep Mar-16 'm 'm 'm Maintainable EBITDA EBITDA multiple (1) 7.5x 8.0 x 8.8 x Enterprise value 1, , ,324.4 Less: net debt (2) (756.0) (739.0) (731.3) Equity value of Iceland Foods Brait s shareholding in Iceland Foods (3) 18.7% 18.7% 57.1% Fair value of Brait s unrealised investment in Iceland Foods ( m) Equity value Loan claim (4) Closing GBP/ZAR exchange rate R17.97 R20.96 R21.21 Brait s carrying value in ZAR m R1,259 R1,829 R7,181 Brait s GBP carrying value translated into ZAR using acquisition exchange rate (5) R837 R1,043 R6,269 Carrying value attributable to exchange rate movement R422 R786 R912 (1) Mar-16 valuation multiple used of 8.8x represents a 12 discount to the peer average trailing three year EBITDA multiple of 10.0x, and a 10% discount to the peer average spot EBITDA multiple of 9.8x (2) Brait s valuation considers net debt based on latest management accounts at the date of finalising the valuation (3) Brait increased its shareholding in November 2015, buying a further 38% of Iceland Foods from Lord Kirkham and The Landmark Group (4) The loan claim was settled during Brait s November 2015 transaction (5) R11.96 was the exchange rate upon acquisition paid for Brait s initial 18.7% shareholding in Iceland Foods. The blended acquisition exchange rate for Brait s 57.1% shareholding is R Results for the year ended 31 March 2016

93 Iceland Foods Brait s acquisition of a further 38% Overview Brait announced on 19 November 2015 the completion of the acquisition of a further 38% of Iceland Foods from Lord Kirkham and The Landmark Group This transaction increased Brait s stake in Iceland Foods from 19% to 57% The shareholding of the founder and management team of Iceland Foods remains unchanged at 43% Brait funded the acquisition cost from the proceeds of it s 350 million convertible bond issued in September 2015 Benefits to Brait Increasing Brait s shareholding to 57% is in line with Brait s strategy of holding majority stakes in sizeable unlisted companies Acquisition price was at an attractive entry point (EV/EBITDA multiple c.7.9x) Shareholders now Brait (57%) and management (43%) aligned long term interests in formulating and executing strategy Brait is excited for the prospects in partnering with the dynamic and entrepreneurial management team 93 Results for the year ended 31 March 2016

94 Iceland Foods Attractions to Brait Attractions Demonstrated through Alignment Strong, experienced management team aligned with Brait through equity ownership (management hold 43%) Management team Market leader Well positioned Entrepreneurial management style and positive culture permeates throughout the organisation Since their return in 2006, the management team has demonstrated its ability to deliver significant value creation through earnings growth, cash flow conversion and loyalty from customers and employees Market leader in frozen foods that focuses on the cash consumer by providing value for money Quality and innovative private label products at attractive prices, driving superior margins Extensive footprint of 881 stores (864 in the UK which includes 12 Food Warehouse stores) Well positioned to perform in current and medium-term economic climate prevailing in the UK The Iceland Foods brand and services such as home delivery considered strong competitive differentiators Cash consumer Customers are low LSM equivalent Clear strategy Targeted procurement strategy allows Iceland Foods to be relevant to specific brands, leveraging buying power Clear value message through round sum pricing Highly effective streamlined business model Cash flow generative Strong cash flow generation from operations used primarily for deleveraging 94 Results for the year ended 31 March 2016

95 Other investments Audited Unaudited Audited Mar-15 Sep-15 Mar-16 Overview R m % total % total % total assets R m assets R m assets Other investments portfolio carrying value 2,438 6% 1,596 2% 1,770 2% Investments housed within Brait s Other Investments portfolio include: DGB: a leading South African producer and exporter of local wine and importer of spirit brands Brait s effective c.10% interest in Brait IV; carrying value largely attributable to: o Consol the largest manufacturer of glass packaging products on the African continent o Primedia a leading South African media group Movements during FY 2016 R1.6 billion proceeds received from the divestment of SVF and Chamber Lane Properties Increase in DGB s carrying value: o Brait increased its shareholding from 40% to 81% o DGB has demonstrated strong growth (LTM (1) EBITDA up 17% to R170m) and cash flow generation Proceeds received from the Other Investments portfolio (since 1 April 2011) In excess of R2.1 billion has been received to 31 March 2016 (1) LTM refers to Last Twelve Months 95 Results for the year ended 31 March 2016

96 Conclusion New Look New Look produced a strong financial and operational performance in 2016, continuing its focus on consistent delivery and investment across its strategic initiatives in a disciplined and sustainable manner, to facilitate long term growth. Whilst the immediate outlook for UK retailing is more challenging than it has been for some time, New Look is confident in its strategy and ability to execute it Investment portfolio Virgin Active Premier Virgin Active generated a strong financial performance in 2015 and remains focused on its strategy of being the leading premium health operator in its chosen markets. The company is well placed for growth, with (i) a deep pipeline of club openings in Southern Africa; (ii) plans to accelerate the premiumisation of a streamlined UK estate; (iii) exciting opportunities for expansion in APAC and (iv) continued investment in innovation Premier continues to deliver on its strategy of brand building, through producing consistent quality offerings and product innovation as well as operational efficiencies. Premier s core brands are well positioned to compete in their respective markets Iceland Foods Iceland Foods core business has stabilized. Continued strong cash flow generation, targeted marketing campaigns, increasing the roll out of Food Warehouse stores, investing in people and online sales remain key strategies that management is focused on to drive growth Brait This has been another productive, return focused year for Brait The capital raised from the realisation of Pepkor at the close of FY2015, was effectively deployed during the first half of the current financial year in acquiring New Look and Virgin Active. Recently, at the EMEA Finance Achievement Awards for 2015, held in London, Brait was awarded Best Private Equity Investment for New Look and Best M&A Deal for Virgin Active Both these assets have produced solid results in their respective financial years and are performing in accordance with the original investment plan The second half of the year was characterised by (i) the successful debut GBP350 million Convertible Bond issuance, which listed on the Open Market segment of the Frankfurt Stock Exchange in October 2015; and (ii) increasing the shareholding in Iceland Foods to 57%, which resulted in the Group holding majority stakes across its four core investments Brait continues to explore new pools of capital to enhance its capital structure and ensure that it is well placed for new opportunities to complement its portfolio 96 Results for the year ended 31 March 2016

97 APPENDICES

98 Brait overview Brait is an investment holding company focused on driving sustainable long-term growth and value creation in its investment portfolio of sizeable unlisted businesses operating in the broad consumer sector. Brait s shares are listed on the EURO MTF market of the LuxSE and also on the JSE Brait s Other Investments portfolio comprises: 81% shareholding in DGB Effective c.10% look-through interest in Brait IV Private Equity fund (major investments are Consol and Primedia) 98 Results for the year ended 31 March 2016

99 Brait s Convertible Bond Salient features Overview Brait s unsubordinated, unsecured Convertible Bonds ( Bonds ) offering on 11 th of Sep 2015 was oversubscribed, raising GBP350 million The Bonds carry a fixed coupon of 2.75% per annum, payable semi-annually in arrears Fixed conversion price of GBP per share, represents a 30.0% premium to the volume weighted average price of Brait s ordinary shares between launch and pricing on 11 September 2015 Using this conversion price, the Bonds will convert into million shares (8.5% of Brait s current issued share capital) on exercise of bondholder conversion rights In the event the bondholders have not exercised their conversion rights, the Bonds are settled at par value in cash on maturity Brait has a soft call to early settle Bonds at their par value after 9 October 2018, if the value of the ordinary shares underlying the Bonds is equal to or exceeds GBP130,000 for more than 20 of the 30 consecutive trading days up to 9 October 2018 The Bonds listed on the Open Market (Freiverkehr) segment of the Frankfurt Stock Exchange on 15 th of Oct 2015 Benefits for Brait Successful debut European capital markets transaction: First investment company with unlisted assets to tap the European equity-linked market for funding Raised the Group s profile and sets a positive tone for any future capital markets issuance Diversification of funding sources from an instrument, investor and geographical basis Convertible bond is a good funding instrument for Brait: Provides an equity and cash underpin to the balance sheet, with no immediate equity dilution The coupon of 2.75% is cheaper than normal debt and the Bond is covenant light Post the New Look and Virgin Active investments, Brait s asset portfolio is largely GBP denominated which supported issuing the Bond in GBP Accounting treatment In terms of IAS 32 (Financial Instruments: Presentation), the GBP350 million Bond is a compound instrument The liability component is recognised initially as GBP308.3 million, which is the present value of the principal and coupon payments over the five year term, discounted at a market related rate for a vanilla bond at the date the Bonds were issued (a rate of 5.51%) The residual GBP41.7 million is recognised as an equity reserve At each reporting date during the term of the Bond, the liability component is remeasured to reflect the unwind of discount This will result in the liability at maturity date being recognised at the Bond s face value of GBP350 million 99 Results for the year ended 31 March 2016

100 Brait s Convertible Bond Salient terms Issuer Issue size Denomination Coupon Term Listing exchange Brait SE 350 million ($538 million; R7.3 billion) 100,000 each Fixed rate of 2.75% per annum, payable semi-annually in arrears on 18 March and 18 September over the 5 year term Five years Listed on 15 October 2015 on the Open Market (Freiverkehr) segment of the Frankfurt Stock Exchange Pricing date 11 September 2015 Reference share price VWAP between launch and pricing on 11 September 2015 of GBP (equivalent to R127.65) Conversion premium 30% Conversion price Conversion ratio Settlement date Settlement upon conversion Issuer call Status of the bond Dividend protection Covenant GBP (R at time of pricing) 12,624 Brait ordinary shares per Bond 18 September 2015 (T+5) Convert into 44,184,109 Brait ordinary shares (8.5% of Brait s current issued share capital) (settlement via new issue of shares or from treasury shares held) On or after 9 October 2018 to early settle the Bonds at their par value; provided that the value of the ordinary shares underlying a Bond have exceeded 130,000 for more than 20 dealing days in any consecutive 30 day dealing period. This equates to a Brait share price of (R at time of pricing) Unsubordinated and unsecured The conversion price is adjusted for any dividend paid Brait s Tangible NAV / Net Debt ratio shall not be less than 200% so long as the Bonds remain outstanding 100 Results for the year ended 31 March 2016

101 Brait s Preference Shares Completion of redemption and delisting Brait s R2 billion Preference Share Capital Brait s 20,000,000 cumulative, non-participating Preference Shares (R100 par value) listed on the Luxembourg Stock Exchange and the JSE on 6 August 2012: o Initial R1.5 billion private placement was oversubscribed o R500 million private placement on 25 June 2013 completed Brait s R2 billion Preference Share programme Total net proceeds raised of R1.964 billion were applied at the time to settle Group borrowings Dividends: payable semi-annually; floating dividend rate of 104% of SA prime lending rate ( Prime ); default rate at 144% of Prime Proposed Preference Share Capital redemption and delisting Brait announced on 9 th of November 2015: o Proposed amendment to its Memorandum of Association to authorise the Company to potentially redeem and delist its Preference Shares o Request for shareholder approval to buy back up to 75% of the Preference Shares on and off the market Rationale: Surplus liquidity following the disposal of the Steinhoff shares and issuance of the GBP350 million Convertible Bond The Circular containing full details of the terms, including the required notice for the Extraordinary General Meeting and necessary resolutions to be approved by all shareholders, was sent to both ordinary and preference shareholders on 9 November 2015 The proposed redemption price was the par value of R100, together with any scheduled and accumulated dividends Completion of redemption and delisting Brait announced on 19 January 2016: o Payment of a gross cash dividend of ZAR3.02 (ZAR2.57 net of dividend withholding tax) per preference share for the period 1 October 2015 to 18 January 2016 (the redemption date) o o Completion of the redemption of the Company s 20 million issued preference shares at their Deemed Issue Price of ZAR per preference share Subsequent delisting of all of the Company s preference shares from both the LuxSE and the JSE 101 Results for the year ended 31 March 2016

102 New Look Appendix information 102 Results for the year ended 31 March 2016

103 New Look Longstanding and leading position in the value fashion sector UK Clothing Market (1) No. 2 in UK Womenswear (2) By value ( bn) Rest of Market Value Market f *Total market 10.7 Competitor New Look Competitor 2 Competitor 3 Competitor Competitor Competitor 6 Competitor 7 Competitor 8 Competitor 9 New Look UK market share (3) Womenswear Menswear FY06 3.6% 6.1% (1) Copyright 2015 Verdict, reproduced with permission of Verdict (2) Kantar Worldpanel, 52 weeks ended 13 March 2016, by value (3) Kantar Worldpanel FY16 0.1% 0.4% Total market size 41.2bn (1) Menswear 10.5m Childrenswear (5) 5.1m Accessories 2.9m (4) Company information FY16 (5) Includes girlswear, boyswear and infantswear Womenswear 22.8m New Look product sales mix (4) Footwear 16% Menswear 3% Childrens wear 6% Accessories 11% Womenswear 64% 103 Results for the year ended 31 March 2016

104 New Look MID MARKET BRANDS Traditional UK brands. Higher price, lower fashion content Our distinctive brand positioning HIGH FASHION Fashion driven brands. High price points and fashion content VALUE ORIENTED MASS MARKET Supermarkets and value focussed retailers. Low price points and fashion content VALUE FASHION Combination of value and fashion content Source: Copyright 2015 Verdict, reproduced with permission of Verdict. Commentary based on Verdict and management belief 104 Results for the year ended 31 March 2016

105 New Look Price architecture to offer true choice Fast fashion at value price points maximising our customer appeal Our price positioning STRATEGY HIGH- FASHION 80% cheaper than high-fashion brands; e.g. MID MARKET BRANDS 40% cheaper than mid market brands; e.g. FAST- FASHION Prices in line with our competitors; e.g. MASS MARKET Wider range of fast-fashion products than value-led mass market brands; Inclusive customer profile e.g. From EARLY TEENS TO OVER 45 s, with an average customer age of 32 YEARS (1) 13.7m (1) unique UK CUSTOMERS in FY16 41% (1) of UK WOMEN shopped at New Look and we had over 570m VISITS to our stores and websites in FY16 (1) Kantar Worldpanel, 52 weeks ended 13 March Results for the year ended 31 March 2016

106 New Look We re a social brand with engaged fans and followers Extensive fashion media coverage A social brand Our social media mission is to be the Friendliest fashion brand 3.2m fans on Facebook (1) 1m followers on Instagram (1) 370k followers on Twitter (1) c.290k fans on Weibo (1) Rank Company 1 Topshop 2 New Look 3 M&S 4 Asos 5 River Island 6 H&M 7 Zara 8 Next 9 Dorothy Perkins 10 Primark #2 in the UK for PR value (2) 87m PR value in UK and ROI in FY16 (2) 12m PR value in China in FY16 (2) We re an award winning fashion retailer Drapers Awards 2015 Fashion Retail Business of the Year ( 500m+) Lorraine High Street Awards 2015 Best Shoes European Contact Centre and Customer Service Awards 2015 Best Multi Channel Customer Service (1) As at March 2016; (2) MyMarketMonitor, year to March 2016 share of shout based on PR value ( ) 106 Results for the year ended 31 March 2016

107 New Look Flexible fast fashion supply chain From design to shop floor in 13 weeks for certain products it s just 2 weeks Strong relationships based on 40+ years experience Our flexible supply chain means we can book orders later and therefore make less investment in stock Markdown and discount minimised to maximise margin Directly operated, highly automated distribution centre in Stoke on Trent c. 100m investment to date c. 800,000 sq. ft. with a capacity of c.180m units p.a. On average 3.6 deliveries per UK and ROI store per week Outsourced distribution hubs in Singapore and Shanghai serve our markets in Asia 107 Results for the year ended 31 March 2016

108 New Look Proven multichannel platform with integrated store base Well established store presence in the UK 575 stores, 98% profitable 372,000 m 2 (4.0m sq ft) footprint Successful across a range of locations: shopping centres; prime high street and local markets Flexible, with average remaining lease life of less than 5 years Store numbers FY16 FY15 A growing global footprint Growth is focussed on 4 markets China France Germany Poland Continued investment in refreshing owned stores United Kingdom Asia China Europe France Germany Poland Republic of Ireland Belgium Netherlands Total Owned Franchise Total Owned and Franchise Results for the year ended 31 March 2016

109 New Look Summarised income statement (Audited March results in m) Revenue % growth Gross profit % margin EBITDA % margin Summarised financial information FY16 Audited 1, % % % (1) FY15 Audited 1, % % % (2) FY14 Restated 1, % % % Depreciation and amortisation (53) (59) (63) Other non-operating items (3) (40) (4) (4) EBIT % margin % % % Net interest expense (4,5,6) (169) (98) (116) EBT (7) % margin (35) (2.3%) % % Tax 1 (2) (7) PAT % margin (34) (2.3%) % % (1) Continuing operations shown for FY15 (2) FY14 restated to reflect the divestment of Mim which took place during FY15 (3) FY16 includes 27.3m costs associated with the acquisition by Brait, and 10.0m share based payments expense in relation to management s performance based sweet equity (4) FY16 net interest expense reflects a 71m increase on FY15. 67m thereof relates to (i) the 56m net exceptional finance costs consisting primarily of prepayment premiums due to the June 2015 refinancing; and (ii) the 11m accelerated amortisation of previously capitalised debt issuance costs (5) Includes share of post tax profit from joint ventures; 1m (FY15: nil) (6) Figures stated represent the net interest expense amounts per New Look Retail Group s (operating company) audited financial results. The 10% fixed rate interest on shareholder funding, which sits at the New Look holding company level, is therefore not reflected. Brait s valuation of New Look however takes full consideration of this shareholder funding, including accrued interest to Brait s reporting date (7) Adjusting FY16 EBT for the 27m non-operating costs relating to the acquisition by Brait (included in other non-operating items ) and the 67m net exceptional financing costs results in a normalised FY16 EBT of 59m profit, which represents an increase of +16% on FY15 EBT 109 Results for the year ended 31 March 2016

110 Summarised cash flow information (Audited March results in m) Cash flow from operations % EBITDA New Look Summarised financial information FY16 Audited % (1) FY15 Audited % (2) FY14 Restated % Capital expenditure (72) (60) (49) Operating cash flow post capex % EBITDA Tax paid (11) (10) (5) Net interest paid (137) (70) (48) Operating cash flow post capex, tax and interest % EBITDA % 8 3.4% % % % % Summarised balance sheet (Audited March results in m) FY16 Audited FY15 Audited FY14 Audited Total Assets 1,306 1,262 1,221 Non-current assets (3) Inventory Other current assets Cash Total Liabilities 1,616 1,575 1,613 Current liabilities Financial liabilities (4,5) Other non-current liabilities 280 1, , , Net liabilities (310) (313) (392) (1) Continuing operations shown (2) Restated to reflect the divestment of Mim in FY15 (3) Largely property, plant and equipment and intangible assets (4) Term debt (noting that accrued interest thereon is included in current liabilities) (5) Figures as per New Look Retail Group s (operating company) audited financial results. The shareholder funding, which sits at the New Look holding company level, is therefore not reflected. Brait s valuation of New Look however takes full consideration of this shareholder funding, including accrued interest to Brait s reporting date 110 Results for the year ended 31 March 2016

111 Virgin Active Appendix 111 Results for the year ended 31 March 2016

112 Virgin Active Targeted exposure to positive macro and health & wellness trends Growing prevalence of obesity Adults aged 20+ by region (%) (2,3) Rise in life expectancy Life expectancy at birth globally (1) Increase in diabetes prevalence Number of people affected by diabetes (m) (4) Africa Americas S.E. Asia Europe East. Med. West. Pacific Global N America & Carrib. S&C America Africa MENA Europe SE Asia W Pacific Governments under increasing pressure OECD countries average healthcare cost % of GDP (5) Growing healthcare costs OECD average US $ per capita spend (5) 1,179 ~3x increase 13% 1,881 25% 3, Projected mortality trend of cardiovascular diseases Deaths by cause (%) (6) c. 17% c. 19% c. 24% Cardiovascular Diseases (1) United Nations 2010; (2) Data shows age-standardised prevalence and obesity is defined as BMI>30kg.m 2 ; (3) Approximated numbers based on World Health Organisation (2012); (4) International Diabetes Federation 2013; (5) OECD 2014 health statistics; (6) The Global Burden of Disease Update Geneva, WHO 112 Results for the year ended 31 March 2016

113 Virgin Active An outstanding business in South Africa Highlights Revenue (1) Strong and sustained leadership position: largest operator in the market by a significant margin Unique national network of 120+ well-invested, high-quality clubs ZARMM 3,136 3,485 Market segmentation through use of flexible club formats Best in class brand awareness and member loyalty (4) Strong member base profile with 83% of our members being LSM 9-10 resulting in low credit risk and supporting resilience through the economic cycle Substantial new club roll-out potential of clubs p.a. in the medium term 967 1,113 1,284 1,412 1,599 1,811 2,107 2,455 2,796 Excellent financial profile with strong growth, margins and operating cash conversion (c.85%) (2) Estimated market share by revenue (3,4,5) Partnerships with wellness incentive schemes Independents 13% Small chains 7% 5% 15% 60% Benefits to Virgin Active Schemes market on VA s behalf Schemes incentivise regular usage Benefits to providers Subsidised VA membership key customer acquisition tool Gym subsidy drives both acquisition and retention Higher profits: maintains healthy lives A successful relationship with Discovery since 2001 (1) Revenue on total portfolio basis, to be used as the calculation basis going forward; (2) FY2012- FY2015 average; (3) Market defined as commercial indoor gym market; (4) Leading international consultancy; (5) As at December 2014, Virgin Active had 114 (or 24%) of a total of 482 comparable clubs in South Africa leading international consultancy 113 Results for the year ended 31 March 2016

114 Virgin Active A market leading premium focused operator in Europe Highlights Club locations High quality estate of well invested full service clubs across UK, Italy & Iberia Leadership position in our chosen market segments based on revenue Strategic portfolio of carefully selected sites with focus on key metropolitan areas (London, Milan, Rome) Unique club network offering valuable reciprocal rights to members Powerful brand supporting customer proposition Track record of growth through both organic club roll-outs (e.g. Italy) and strategic acquisitions (e.g. Holmes Place 2006; Esporta 2011; Italian acquisition 2015) Strong relationship with Vitality Health UK (formerly Pru Health) Proven performance and resilience throughout the economic cycle 114 Results for the year ended 31 March 2016

115 Virgin Active Summarised financial information Summarised income statement (Results in m; actual reported currency) Dec-15 Audited Dec-14 Audited Dec-13 Audited Dec-12 Pro forma (1) Revenue % growth 631 (1.2%) 639 (2.1%) % 642 EBITDA (2) % margin % % % % Depreciation expense (39) (36) (44) (40) Amortisation expense (27) (35) (39) (43) EBIT % margin Net interest charge (3) (76) (100) (89) (92) Exceptional items (4) (64) (43) (57) (25) EBT (72) (90) (106) (78) Tax (5) (15) (1) (24) (1) PAT (87) (91) (130) (79) % % % % (1) The audited results for FY12 covered a 16 month and 30 day period. For comparability, pro forma results for 12 months to Dec-12 shown (2) EBITDA is defined as operating profit before depreciation, impairment, amortisation, non-recurring items and profit/(loss) on disposal of property, plant and equipment as well as the impact of non-cash rent adjustments (3) The reduction in FY15 net interest charge is primarily due to the restructuring of the shareholder funding following Brait s acquisition. Post July 2015 shareholder funding, which carries a 10% fixed interest rate, is now held at the Virgin Active holding company level and is not reflected in the operating company audited results shown above. Brait s valuation of Virgin Active takes full consideration of this shareholder funding, including accrued interest to Brait s reporting date (4) Exceptional items include non-recurring items of 25m, an 11m straight-lining lease adjustment, club impairments of 11m, and profit or loss on the disposal of fixed assets (5) The tax charge in FY14 was reduced by a deferred tax credit 115 Results for the year ended 31 March 2016

116 Virgin Active Summarised balance sheet (Results in m, actual reported currency) Dec-15 Audited Summarised financial information Dec-14 Audited Dec-13 Audited Total Assets ,028 1,174 Property and equipment Intangibles Current assets Cash Other Total Liabilities Trade creditors Current liabilities Interest bearing bank debt (1) Finance leases Other Shareholders Equity (2) Dec-12 Audited Summarised cash flow statement (Results in m, actual reported currency) Dec-15 Audited Dec-14 Audited Dec-13 Audited Dec-12 Pro forma (3) Cash flow from operations Maintenance and head office capex (47) (31) (38) (33) Operating cash flow Operating cash conversion Investments - new clubs, acquisitions and premiumisation Non-recurring capex Exceptional, one off items and proceeds on disposal of assets Free cash flow before financing, interest and tax (3) (1) Interest bearing bank debt is shown net of unamortised debt issue costs (2) Following Brait s acquisition of Virgin Active in July 2015, shareholder funding was restructured and at Dec-15 sits at the Virgin Active holding company level. The summarised balance sheet presented above includes shareholder funding for the previous years as part of Shareholders Equity. Brait s valuation of Virgin Active takes full consideration of this shareholder funding, including accrued interest to Brait s reporting date (3) The audited results for FY12 covered a 16 month and 30 day period. For comparability, pro forma results for 12 months to Dec-12 shown 78 59% (71) - (10) 90 73% (46) (5) (13) 83 67% (30) % (29) (17) Results for the year ended 31 March 2016

117 Premier Appendix information 117 Results for the year ended 31 March 2016

118 Premier Regional footprint 3 Maize Mills in SA, Swaziland & Mozambique 7 Wheat Mills in SA, Swaziland & Mozambique 16 Bakeries in SA & Swaziland 1 Sugar Confectionery Plant in SA 1 Home & Personal Care manufacturing plant (1) 22 Distribution Depots in SA, Swaziland, Lesotho & Mozambique 1 Pasta Plant in Mozambique 1 Animal Feed Plant in Mozambique 1 Biscuit Plant in Mozambique (1) Lil-lets has offices in both SA and Birmingham, UK 118 Results for the year ended 31 March 2016

119 Premier Company Date acquired Business description Acquisitions to date (1) 1. Acquired assets of Swaziland United Bakeries and Mister Bread in Swaziland Feb 2012 Acquired a controlling stake in in the two leading bakeries in Swaziland and created Premier Swazi Bakeries. Bought out minorities during March Manhattan and Super C May Star Bakeries Nov 2013 Entry into sugar confectionery sub-categories of gums & jellies, marshmallows and compressed tablets Bakeries in Eastern Cape giving Premier a national SA bread footprint; Mister Bread and Star brands 4. Lil-lets Nov 2013 Leading brand in feminine hygiene with operations in the UK and SA 5. Ngwane Mills April Mister Bread Milling March 2015 Largest wheat and maize miller in Swaziland to complement Premier Swazi Bakeries operations An Eastern Cape flour mill currently supplying c.50% of the Eastern Cape bakeries flour requirements 7. La Femme March 2015 Durban based business manufacturing tampons for Lil-lets SA 8. Companhia Industrial da Matola S.A. (CIM) March 2015 Acquired a controlling stake in the leading food producer in Mozambique with a diversified product range; maize, wheat, pasta, biscuit and animal feeds (1) Premier has invested R2.2bn to date in these acquisitions at an average EV / EBITDA multiple of 7x 119 Results for the year ended 31 March 2016

120 Premier Summarised financial information Summarised income statement (Amounts in R m) (1) June 2015 Audited June 2014 Audited June 2013 Audited (2) June 2012 Pro forma April 2011 Audited Net revenue (3) % Growth 8, % 7, % 6, % 5, % 4,896 (7.6%) EBITDA (4) % Margin % % % % % Depreciation and amortisation (369) (135) (86) (79) (87) EBIT (4) % margin % % % % % Net interest charge (313) (227) (120) (136) (108) EBT (5) PAT (1) The audited results for FY15 exclude the CIM acquisition made in March 2015 (2) Following change in year-end to June, audited results for FY12 covered a 14 month period. For comparability, pro forma results for 12 months to Jun-12 shown (3) In FY16, Premier has changed the recognition of sales of its milling by-product from revenue to recovery of costs. The historical net revenue amounts quoted in this slide will be restated to exclude the sales of milling by-product in the audit of the FY16 results (4) Excludes non recurring / non trading costs (FY15: R58m; FY14: R53m) (5) Excludes non-cash positive accounting adjustment of R2m (FY14: R19m) 120 Results for the year ended 31 March 2016

121 Premier Summarised cash flow information (Amounts in R m) (2) June 2015 Audited June 2014 Audited Summarised financial information June 2013 Audited (3) June 2012 Pro forma April 2011 Audited Cash flow from operations before working capital (1) Working capital (153) (31) (9) (197) (77) Cash flow from operations % EBITDA % % % % % Capex (including acquisition of intangibles) (549) (408) (203) (80) (152) Operating cash flow post capex % EBITDA % % % 4 1.0% % Taxation paid (80) (22) (2) (1) (6) Interest paid (147) (116) (124) (136) (111) Operating cash flow post capex, tax and interest % EBITDA (72) (8.4%) % (133) (46.0%) (51) (23.0%) (1) Cash flow before non recurring gains and losses, pre tax paid Summarised balance sheet (Amounts in R m) (2) June 2015 Audited June 2014 Audited June 2013 Audited (2) The audited results for FY15 exclude the CIM acquisition made in March 2015, which was integrated into Premier with effect from 1 July 2015 (3) Following the change in year-end to June, audited results for FY12 covered a 14 month period. For comparability, pro forma results for 12 months to Jun-12 shown (4) Shareholder loans are included in Shareholders Equity (3) June 2012 Pro forma April 2011 Audited Total Assets 5,680 5,206 3,209 2,669 2,259 Property and equipment Intangibles Current Assets Cash 1,871 2,226 1, Total Liabilities 3,185 2,738 1,990 1,964 1,584 Trade creditors Debt Other 1,008 1, Shareholders Equity (4) 2,495 2,468 1, ,363 2,335 1, ,047 1, , , Results for the year ended 31 March 2016

122 Iceland Foods Appendix information 122 Results for the year ended 31 March 2016

123 Iceland Foods Summarised financial information Summarised income statement (March year-end results in m) Revenue % growth EBITDA % margin EBIT (3) % margin 2016 Audited 2,675 (0.8%) % % Net finance charges (53) EBT % margin PAT % margin (23) (0.9%) (35) (1.3%) Audited (1) Audited 2,697 (0.5%) % % 2, % % % Pro forma (2) Audited 2, % % % 2, % % % (4) (80) (49) (68) 4 (48) (1.8%) (54) (2.0%) % 4 0.2% % % % % Trading information (as at March year-end) Number of UK retail outlets Iceland Cooltrader (sold Sep-12) Retail space ('000 m 2 ) Iceland Cooltrader (sold Sep-12) (1) Iceland Foods adopted Financial Reporting Standard 102 The Financial Reporting Standard Applicable in the UK and Republic of Ireland in FY16. This resulted in the restatement of FY15 EBT and PAT to recognise the 12m gain on fair value of foreign exchange forward contracts, cross currency and interest rate swaps. Under the old UK GAAP, such derivative contracts were not recognised in the balance sheet. These derivative contracts were closed out during the July 2014 debt refinancing (2) The audited FY2013 financial statements are Group accounts which include operating results from the acquisition date 9 March 2012 to 31 March For comparability, pro forma results for the 52 weeks to 31 March 2013 have been shown (3) EBIT includes the amortisation of goodwill (UK GAAP requirement billion over 20 years) and exceptional items: FY16: 9m; FY15: 5m; FY14: 8m; FY12: 29m (4) FY15 net finance charges include refinancing costs of 53.8m associated with the July 2014 debt refinance (exceptional item) and 5.5m amortisation of loan fees Results for the year ended 31 March 2016

124 Iceland Foods Summarised financial information Summarised cash flow ( m) Cash flow from operations % EBITDA % (1) % % % % Capital expenditure (2) (62) (29) (49) (37) (25) Operating cash flow post capex % EBITDA % % Tax paid (21) (19) (27) (32) (46) Interest paid (49) (3) (40) (33) (48) (1) Operating cash flow post capex, tax and interest % EBITDA (1) FY15 cash flow from operations includes significant benefit from supplier payments (2) The increase in FY2016 capex is driven by a number of projects specific to FY16 including a new EPOS system, expansion of the Iceland Manufacturing facility in Manchester and energy efficient equipment (3) FY15 interest paid includes the 12m refinancing fees relating to July 2014 debt refinance % % % % % % % % Summarised balance sheet (March year-end results in m) 2016 Audited 2015 Audited 2014 Audited 2013 Audited 2012 Audited Total Assets 1,743 1,798 1,874 1,891 1,933 Property and equipment Intangibles Current Assets Cash 178 1, Total Liabilities 1,405 1,426 1,436 1,456 1, , , , , Trade creditors Current liabilities Debt Other , , , Shareholders Equity Results for the year ended 31 March 2016

125 Other investments DGB Leading SA producer and exporter of local wine and importer of international spirit brands Formally founded in 1990, although winemaking history extends over 300 years Headquartered in Midrand, Johannesburg. Production facilities in Western Cape (Wellington and Franschhoek) Largest employer in the Wellington area, employing 370 staff and a number of seasonal workers State of the art production, bottling, storage and warehousing facilities Commissioning of a new craft brewery in Gauteng during May company owned wine brands, 5 agency wine brands 13 company owned spirit brands, 26 agency spirit and allied beverage brands Extensive distribution network with 16 national depots ensuring good coverage across SA Logistics platform to drive growth into new brands Entrepreneurial management team SA agent for all Bacardi products 125 Results for the year ended 31 March 2016

126 Other investments Brait IV investments overview Headquartered in Johannesburg, Consol employs around 1,700 staff Consol is the largest manufacturer of glass packaging products on the African continent Operates 6 manufacturing sites comprising 13 furnaces and 33 production lines strategically located in close proximity to its customers Principal supplier to all leading beverage and food companies in South Africa Owns the #2 glass producer in Nigeria and recently acquired the #1 glass producer in Kenya Manufactures and markets an extensive range of standard and premium glass packaging products in a variety of shapes, sizes, colours and weights Headquartered in Johannesburg, Primedia employs around 2,700 staff Primedia is a leading African focused media and advertising group targeting LSM 7 10 consumers With a broad portfolio of media and entertainment assets, Primedia spans a range of advertising opportunities, including radio stations, out of home media and digital platforms Primedia also owns South Africa s largest cinema chain, a theatrical content and electronic games distribution business and postproduction and animation facilities Primedia has established a presence in several key African markets, including Nigeria, Uganda, Zambia, Swaziland, Namibia, Mozambique, Lesotho, Botswana and Zimbabwe 126 Results for the year ended 31 March 2016

127 AUDITED RESULTS ANNOUNCEMENT for the year ended 31 March 2016

128 Salient features for the year ended 31 March 2016 Audited Audited Audited Audited 31 March 31 March 31 March 31 March R m R m m m PERFORMANCE MEASURES Net asset value (NAV) per share (cents) % 77% NAV per share increase for the year 37% 169% 55% 72% NAV per share three year CAGR # 53% 43% 0.44% 0.53% Operating cost: Assets Under Management (AUM)* 0.53% 0.44% 0.27% 0.45% Operating cost after fee income: AUM 0.45% 0.27% Cash inflow from investment portfolio DIVIDENDS Proposed/paid ordinary dividends per share (cents) Interim preference dividend per share paid (cents) Final preference dividend per share paid (cents) FINANCIAL STATISTICS Market capitalisation Closing ordinary share price (cents) Ordinary shares in issue (m) (6) (8) Treasury shares (m) (8) (6) Ordinary shares outstanding (m) # Compound Annual Growth Rate CAGR * AUM represents the aggregate of the Group s total assets and Brait IV invested capital under management. Using average AUM as the reference basis, FY16 operating cost are 0.62% and net after fee income 0.52% (FY15: 0.60% and 0.36% respectively). 128 Results for the year ended 31 March 2016

129 Summary consolidated statement of financial position as at 31 March Audited Audited Audited Audited 31 March 31 March 31 March 31 March R m R m Notes m m ASSETS Non-current assets Investments Loan receivable Current assets Accounts receivable Cash and cash equivalents Total assets EQUITY AND LIABILITIES Ordinary shareholders equity and reserves Preference shareholders equity Non-current liabilities Convertible Bonds Borrowings Current liabilities Accounts payable and other liabilities Total equity and liabilities Ordinary shares in issue (m) (6) (8) Treasury shares (m) (8) (6) Outstanding shares for NAV calculation (m) Net asset value per share (cents) Results for the year ended 31 March 2016

130 Summary consolidated statement of comprehensive income for the year ended 31 March Audited Audited Audited Audited 31 March 31 March 31 March 31 March R m R m Notes m m Investment gains Other investment income (201) (435) Operating expenses (29) (15) (48) (971) Finance costs (63) (3) (7) (24) Taxation (2) (1) Profit for the year Other comprehensive income Translation adjustments (338) Comprehensive income for the year Earnings/Headline earnings per share (cents) basic Earnings/Headline earnings per share (cents) diluted Results for the year ended 31 March 2016

131 Summary consolidated statement of changes in equity for the year ended 31 March Audited Audited Audited Audited 31 March 31 March 31 March 31 March R m R m Note m m Ordinary shareholders balance at beginning of year Profit for the year Translation adjustments (338) 208 (36) Preference share issue cost allocated to Retained Earnings on redemption (2) 208 (22) (270) Net purchase of treasury shares (16) 864 Convertible Bond equity reserve 57 (185) (254) Earnings attributed to preference shares (15) (14) (14) (22) Ordinary dividends paid (cash election) 5 (1) (1) Ordinary shareholders balance at end of year Preference shareholders balance at beginning of year Translation adjustments Preference share issue cost Earnings attributed to preference shares (185) (254) Preference dividend paid (15) (14) (2 000) Preference share redemption (172) Preference shareholders balance at end of year Results for the year ended 31 March 2016

132 Summary consolidated statement of cash flows for the year ended 31 March Audited Audited Audited Audited 31 March 31 March 31 March 31 March R m R m m m Cash flows from operating activities: Investment proceeds received Fees received Interest received Dividends received 11 (214) (444) Operating expenses paid (29) (16) (10) (16) Taxation paid (1) (1) (46) (944) Finance costs paid (62) (4) Operating cash flow before purchase of investments (841) (32 199) Purchase of investments (2 222) (65) (15 781) Net cash (used in)/from operating activities (1 157) Proceeds from drawdown of Borrowings (164) (15 365) Repayment of Borrowings (996) (13) Proceeds from issue of Convertible Bonds 481 (2 000) Redemption of Preference shares (109) 612 Proceeds from Loan Receivable 40 (22) (487) Net purchase of treasury shares (32) (2) (14) (22) Ordinary dividend paid (cash election) (1) (1) (185) (254) Preference dividend paid (15) (14) (385) Net cash from/(used in) financing activities 568 (30) (9 587) Net (decrease)/increase in cash and cash equivalents (589) Effects of exchange rate changes on cash and cash equivalents (202) Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year Results for the year ended 31 March 2016

133 Notes to the audited summary consolidated financial statements for the year ended 31 March 1. accounting policies 1.1 Basis for preparation The financial statements of the Group are prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union, on the going concern principle, using the historical cost basis, except where otherwise indicated. These summary consolidated financial statements are prepared in accordance with IAS 34: Interim Financial Reporting and in accordance with the framework concepts and measurement and recognition requirements of IFRS. The accounting policies and methods of computation are consistent with those applied in the consolidated annual financial statements for the year ended 31 March The Group s financial statements are prepared using both the Euro ( /EUR) and SA Rand (R/ZAR) as its presentation currencies. The Group s subsidiaries have one of three functional currencies: GBP ( /GBP), SA Rand or USD (US$). The holding company, Brait SE, and its main consolidated subsidiaries use GBP as their functional currency in the current year. These entities used USD/ZAR as their functional currencies in the prior year. The change was effective from 1 April 2015 and was initiated as a result of a change in the denomination of significant funding and investment streams. The financial statements have been prepared using the following exchange rates: Closing Average Closing Average USD/ZAR GBP/ZAR EUR/ZAR USD/EUR GBP/EUR Compound financial instruments The Convertible Bonds issued in September 2015 are convertible into a fixed number of Brait ordinary shares. These Bonds are accounted for as compound financial instruments. The liability component is initially recognised as the present value of the future coupon and principal payments. The discount rate used for this calculation, was the market rate on the date the bonds were issued, for similar liabilities that do not have the equity conversion component (vanilla bonds). The equity component is the excess of the proceeds received on issuance, less the value of the liability component recognised for the instrument. Subsequent to its initial recognition, the liability component is measured at amortised cost using the effective interest rate method. In addition, the conversion option classified as equity (convertible bond reserve) will remain in equity until the conversion option is exercised, in which case, the balance recognised in convertible bond reserve will be transferred to share premium. Should the conversion option remain unexercised at maturity date, the balance recognised in convertible bond reserve will be transferred to retained earnings. No gain or loss is recognised in profit or loss on conversion or expiry of the conversion option. 133 Results for the year ended 31 March 2016

134 Notes to the audited summary consolidated financial statements for the year ended 31 March (continued) 2. INVESTMENTS The Group applies a number of methodologies to determine and assess the reasonableness of fair value, which may include the following: Earnings multiple Recent transaction prices Net asset value Price to book multiple Listed investments are held at recent quoted transaction prices. Where the listed investment is either thinly traded and/or the market is inactive, the valuation applied to determine the carrying value is based on the applicable unlisted investment methodology set out below. The primary valuation model utilised for valuing unlisted investee companies is the maintainable earnings multiple model: Maintainable earnings are derived with reference to the mix of prior year audited and latest available current year forecast EBITDA per the portfolio company, adjusted for any non-recurring income/expenditure. As the year progresses, so the weighting is increased towards the portfolio company s forecast. The Directors decide on an appropriate group of comparable quoted companies from which to base the EV/EBITDA multiple. The three year trailing average multiple of the comparable quoted companies, is adjusted for points of difference to the portfolio company being valued. The peer average spot multiple at reporting date is also considered. The equity valuation takes consideration of the portfolio company s net debt/cash on hand as per its latest available financial results. Further valuation information can be obtained from the 31 March 2016 investor presentation on the Group s website, R m R m m m New Look Virgin Active Premier Iceland Foods Steinhoff Other investments Investments Results for the year ended 31 March 2016

135 Notes to the audited summary consolidated financial statements for the year ended 31 March (continued) 2. INVESTMENTS (CONTINUED) Valuation metrics at 31 March 2016 Maintainable 3rd Party EBITDA Multiple Net Debt New Look (GBP m) x Virgin Active (GBP m) x 408 Premier (R m) x Iceland Foods (GBP m) x 731 Other Investments varied Fair Value Hierarchy IFRS 13 Fair Value Measurement provides a hierarchy that classifies inputs employed to determine fair value. Investments measured and reported at fair value are classified and disclosed in one of the following categories: Level 1 Unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices). Level 3 Inputs for the asset or liability that are not based on observable market data There are no financial assets that are categorised as Level 2 in the current or prior year. All Level 3 investments have been valued using a maintainable earnings multiple model. Investments Investments Total Investments Investments Total Level 1 Level 3 Level 1 Level 3 R m R m R m 2016 m m m New Look Virgin Active Premier Iceland Foods Other investments Investments at Fair Value Premier shareholder funding Other investments shareholder funding Investments at Amortised Cost Total investments Results for the year ended 31 March 2016

136 Notes to the audited summary consolidated financial statements for the year ended 31 March (continued) R m R m m m 3. Loan Receivable Loan to Fleet Holdings Ltd (Fleet) (1 098) (1 841) Loan from Fleet (110) (84) 574 Net loan to Fleet 44 The loans both bear interest at the 3 month Johannesburg Inter Bank Acceptance Rate ( JIBAR ) plus 3.45%, with the right to roll up interest. The loans both mature on 4 July In November 2015, Fleet refinanced the remaining loan owing to Brait with The Standard Bank of SA Limited and FirstRand Bank Limited (Lenders). Brait has provided the Lenders to Fleet with an indemnity for the amount owing. Brait holds collateral in the form of pledged Brait shares for the indemnification. 4. CASH AND CASH EQUIVALENTS Balances with banks (1) ZAR cash USD cash GBP cash (1) Cash placed across five banks, each having an investment grade credit rating 136 Results for the year ended 31 March 2016

137 Notes to the audited summary consolidated financial statements for the year ended 31 March (continued) R m R m m m 5. Share Capital and Premium Authorised ordinary share capital at par value of 0.22 per share. Issued ordinary share capital 31 March Bonus share issue March Preference share capital The company has authorised preference share capital. In January 2016 the Company redeemed all issued preference shares. Dividend (14) (22) 6% of ordinary shareholders elected to receive the cash alternative (1) (1) * The par value of the bonus shares issued are accounted for in Ordinary Share Premium with no adjustment to any other reserves in Equity. The bonus share issue option was converted at the 60 day Volume Weighted Average Price (VWAP) ending 29 May 2015 of R90.97 per share. This resulted in the R dividend per share translating into shares for every 100 shares held. 137 Results for the year ended 31 March 2016

138 Notes to the audited summary consolidated financial statements for the year ended 31 March (continued) R m R m m m 6. CONVERTIBLE BOND On 18 September 2015 Brait received GBP350 million from the issuance of its five year unsubordinated, unsecured convertible bonds (Bonds). The Bonds carry a fixed coupon of 2.75% per annum payable semi-annually in arrears. The fixed conversion price of GBP per ordinary share represents a 30% premium to the volume weighted average price of Brait s ordinary shares between launch and pricing on 11 September Using this conversion price, the Bonds will convert into ordinary shares (8.5% of Brait s current issued share capital) on exercise of bondholders conversion rights. In the event that bondholders have not exercised their conversion rights, the Bonds are settled at par value in cash on maturity. Brait has a soft call to early settle the Bonds at their par value after 9 October 2018 if the value of the ordinary shares underlying the Bonds is equal to or exceeds GBP130,000 for more than 20 of the 30 consecutive trading days up to 9 October The conversion option has been recognised directly in equity. The liability for the bonds is accounted for at amortised cost using an effective interest rate of 5.51%. 395 The Bonds listed on the Open Market (Freiverkehr) segment of the Frankfurt Stock Exchange on 15 October BORROWINGS The loan from FirstRand Bank Limited (acting through its Rand Merchant Bank division) and The Standard Bank of South Africa Limited (acting through its Corporate and Investment Banking Division) is Rand denominated, bears interest at Jibar plus 2.5% repayable quarterly, with a right to rollup. The current R6.4 billion revolving facility expires in July The new committed revolving facility will have a term of four years and comprises the aggregate of a ZAR8.5 billion tranche and a GBP75 million tranche from JP Morgan Chase Bank, N.A., London branch. 138 Results for the year ended 31 March 2016

139 Notes to the audited summary consolidated financial statements for the year ended 31 March (continued) R m R m m m 8. HEADLINE EARNINGS RECONCILIATION Profit for the year (95) (98) Interim Preference dividend paid (5) (7) (96) (60) Final Preference dividend paid (3) (7) Earnings/Headline Earnings Weighted average ordinary shares in issue (m) basic Earnings/Headline Earnings per share (cents) basic Earnings/Headline Earnings Earnings adjustment for Bond interest saved if Bonds converted to shares Diluted earnings/headline earnings Weighted average ordinary shares in issue (m) diluted (1) Earnings/headline earnings per share (cents) diluted (1) All ordinary shares underlying the Bonds are treated as dilutive and weighted from issue of the Bonds on 11 September RELATED PARTY BALANCES Transactions between the Company and its subsidiaries that have been eliminated on consolidation are not disclosed in this note. Transactions between the Company and its subsidiaries are disclosed in the Company s separate financial statements. During the year, Group companies entered into the following transactions with related parties who are not members of the Group. Profit from operations include: (9) (17) Non-executive directors fees (1) (1) (4) (5) Professional fees M Partners S.à r.l (1) (1) Professional fees Maitland International Holdings Plc 139 Results for the year ended 31 March 2016

140 Notes to the audited summary consolidated financial statements for the year ended 31 March (continued) R m R m m m 10. CONTINGENT LIABILITIES AND COMMITMENTS 10.1 Contingencies 69 Sureties (1) Guarantees (1) 30 (1) Sureties and guarantees were in respect of the lenders to Chamber Lane Properties and Southern View Finance Limited (SVF) and were released on the Group s realisation of these investments. Fleet Indemnity see note Total contingencies Commitments Convertible Bond commitments Coupon payment due within one year Coupon payments due between one and five years (2) Prinicipal settlement due in five years (2) 442 (2) The coupon payment due amounts reflect the semi-annual coupons payable in arrears over the Bond s five year term. The principal settlement due amount is only payable in the event that the bondholders have not exercised their conversion rights. Brait has a soft call to early settle the Bonds at their par value after 9 October 2018 if the value of the ordinary shares underlying the Bonds is equal to or exceeds GBP130,000 for more than 20 of the 30 consecutive trading days up to 9 October If the soft call is exercised, coupons for the two years to 18 September 2020 will not be payable Private equity funding commitments 7 9 Rental commitments (Malta and Mauritius) 2 2 Within one year 3 3 Between one and five years Total commitments Other The Group has rights and obligations in terms of shareholder or purchase and sale agreements relating to its present or former investments. 140 Results for the year ended 31 March 2016

141 Notes to the audited summary consolidated financial statements for the year ended 31 March (continued) 11. POST BALANCE SHEET EVENTS No events have taken place between 31 March 2016 and the date of the release of this report, which would have a material impact on either the financial position or operating results of the Group. Auditor s opinion These summary consolidated financial statements for the year ended 31 March 2016 have been audited by Deloitte Audit Limited who expressed an unmodified opinion thereon. The auditor also expressed an unmodified opinion on the annual consolidated financial statements from which these summary consolidated financial statements were derived. The auditor s report does not necessarily report on all of the information contained in this announcement. Shareholders are therefore advised that in order to obtain a full understanding of the nature of the auditor s engagement they should obtain a copy of that report, together with accompanying financial information from the Company s registered office. A copy of the auditor s report on the summary consolidated financial statement and of the auditor s report on the annual consolidated financial statements are available for inspection at the Company s registered office, together with the financial statements identified in the respective auditor s reports. 141 Results for the year ended 31 March 2016

142 Review of operations The Board of Directors is pleased to report to shareholders on the Group s results for the financial year ended 31 March KEY HIGHLIGHTS Brait s reported NAV per share at 31 March 2016 is ZAR which represents growth of 76.7% on 31 March 2015 s NAV per share of ZAR77.12 The three year CAGR for reported NAV per share to 31 March 2016 is 72.3% per annum (benchmark of 15% per annum); including ordinary share dividends it is 72.6% Received ZAR17.7 billion investment proceeds Invested ZAR32.2 billion primarily in acquiring 89% of New Look, 78% of Virgin Active and increasing the shareholding in Iceland Foods to 57% Brait raised GBP350 million on 18 September 2015 from the issuance of its oversubscribed, 5-year Convertible Bond Brait redeemed all 20 million issued Preference Shares on 18 January 2016 at their deemed issue price of ZAR100, as well as paying the dividend accrued to this date Brait proposes an ordinary share bonus issue, or alternatively, cash dividend of ZAR per ordinary share (76.7% increase on FY2015) VALUE DRIVERS Growth in NAV is the Group s key performance measure together with the following additional factors comprising the core value drivers of the business: Low cost to Assets Under Management (AUM) ratio; Minimal balance sheet cash drag; Significant cash flow within the investment portfolio; and Predictable and consistent ordinary dividend to closing NAV yield. Growth in NAV The growth in NAV per share when comparing the current ZAR to previous reporting periods is as follows: Reporting date Reported NAV per share Period % increase 31 March 2015 ZAR months 76.7% 30 September 2015 ZAR months 10.3% Brait reported a NAV per share of ZAR for its third quarter ended 31 December This included carrying values for the Group s GBP denominated assets translated into the Group s ZAR presentation currency using that period s closing GBP/ZAR exchange rate of ZAR Had the GBP/ZAR exchange rate at 31 March 2016 remained unchanged at ZAR22.80, rather than strengthening to its actual close of ZAR21.21, Brait s reported 31 March 2016 NAV would have been ZAR Results for the year ended 31 March 2016

143 Review of operations (continued) Brait s valuation policy is to reference the EV/EBITDA valuation multiple on an historical basis for each of its investments to their peer group s trailing three year average multiple. At reporting date, the EV/EBITDA historical valuation multiples used are: Valuation multiple used Peer average: 3 year trailing Peer average: spot New Look 13.3x 15.1x 13.3x Virgin Active 11.0x 13.6x 13.7x Premier 12.7x 13.0x 12.7x Iceland Foods 8.8x 10.0x 9.8x The discounts to peer average multiples at reporting date are: Discount to: Valuation multiple used Peer average: 3 year trailing Peer average: spot New Look 13.3x 12% Virgin Active 11.0x 19% 20% Premier 12.7x 2% Iceland Foods 8.8x 12% 10% 143 Results for the year ended 31 March 2016

144 Review of operations (continued) The NAV break-down is as follows: 31 March March March March 2015 ZAR m ZAR m % EUR m EUR m Investments New Look Virgin Active Premier Iceland Foods Other investments Steinhoff Loan receivable Cash and cash equivalents Accounts receivable Total assets Total liabilities Borrowings Convertible Bonds Accounts payable Preference share equity Net asset value Number of issued ordinary shares ( mil excluding treasury shares) Net asset value per share (cents) Results for the year ended 31 March 2016

145 Review of operations (continued) Key highlights for the Group s investment portfolio are: New Look s revenue and EBITDA for its financial year ended 26 March 2016 increased (in GBP) by 5.4% and 7.0% on FY2015 respectively. New Look Brand like-for-like sales for FY2016 are +3.6%, UK like-for-like sales are +3.4%, with own website sales +27.9% and 3rd Party E-commerce sales +41.8%. UK growth was driven by (i) strong product ranges; (ii) on-going improvements in product handwriting and brand identity; (iii) the continued roll-out of the Concept store refurbishment programme and (iv) further investment and improvements to the design, content and functionality of its transactional website at newlook.com and new mobile application. Encouraged by the strong reaction to the improving menswear range, particularly from 3rd Party E-commerce customers, New Look accelerated its plans during the year opening its first six standalone menswear stores in the UK. Menswear is now also available alongside womenswear in around 200 stores, where stronger visual merchandising and the introduction of menswear specialists to the in-store teams, has helped drive sales. New Look sustained a stable gross profit margin of 52.7%. During FY2016, New Look added Gross Profit Margin Improvement as its sixth strategic focus initiative, aiming to achieve a significant and sustainable improvement in gross margin going forward. The store rollout in China continues with strong like-for-like sales performance from stores that have traded for more than 12 months. At year end, there are 85 stores, spread across 20 provinces and 40 cities, in operation in China (FY2015: 19 stores). Across the group, the total number of stores increased to 838 (FY2015: 809 stores), with total space advancing by 1.5% to 5,442,000 sq ft (2015: 5,363,000 sq ft). More than half of the entire store portfolio has now been converted to the new successful Concept format. Cash flow generation is strong with operating cash flow pre tax, post capex, at 68.7% of EBITDA. New Look is valued at reporting date using an EV/EBITDA multiple of 13.3x, which represents a discount of 12% to the peer group s three year trailing average multiple of 15.1x and is at the peer group s average spot multiple. Applying the closing GBP/ZAR exchange rate of ZAR21.21, New Look s carrying value is ZAR34.9 billion, which represents 45% of Brait s total assets. The New Look FY2016 debt investor presentation is available on Virgin Active s revenue for its financial year ended 31 December 2015, measured in constant currency, increased by 4% on FY2014. EBITDA increased by 15.0%, reflecting growth across all territories, with EBITDA margin expanding from 19.4% to 21.6%. Total clubs increased by 9 to 276, following (i) the opening of three new Collection clubs in Europe; (ii) 10 new clubs opened in Southern Africa, including 4 entry level Virgin Active RED clubs (7 operating at year-end) and the first club in Botswana; (iii) three new clubs opened in Asia Pacific; (iv) the July 2015 acquisition of three clubs, rebranded to Virgin Active, at prime sites in central Milan; and (v) the divestment of 10 non-core clubs in Europe. Total membership grew by 3% to 1.47 million. Net bank debt to EBITDA decreased from 2.7 times in FY2014 to 2.5 times. Virgin Active is committed to product innovation and the continual search for new ways to help members become and stay active. Highlights for 2015 include the international roll out of a gym floor based high energy training zone The Grid; the introduction of boutique classes such as ballet-inspired Barre; Virgin Active s second ever high-altitude-training studio at the Walbrook Club in central London (one of its two new premium UK Collection clubs); and specialist training with partner Tough Mudder in several key markets. Virgin Active is valued at reporting date using an EV/EBITDA multiple of 11.0x, which represents a discount of 19% to the peer group s three year trailing average multiple of 13.6x and a 20% discount to spot. Applying the closing GBP/ZAR exchange rate of ZAR21.21, Virgin Active s carrying value is ZAR billion, which represents 23% of Brait s total assets. 145 Results for the year ended 31 March 2016

146 Review of operations (continued) Virgin Active s recent announcements to the market: 20 May 2016: Virgin Active believes the Asian market has enormous scope for its premium, high-end fitness clubs and its globally recognisable brand gives it a head start in securing iconic locations. Building on the success of its first four clubs in Thailand and Singapore, Virgin Active plans to significantly increase its presence in South East Asia, investing from existing resources up to GBP150 million in the region over the next six years. The intention is to open up to 20 clubs in Thailand (currently three) and between 8 and 10 clubs in Singapore (currently one). Virgin Active is also exploring expansion in other key Asian markets. 14 June 2016: Following the acquisition by Brait, Virgin Active s strategy has been built around a focus on operating and developing prime sites in metropolitan hubs in its key geographies. The sale of 35 of its non-core UK clubs to Nuffield Health, a not-for-profit healthcare organisation, is an acceleration of this strategy. The UK business will now be focussed on London, the South East and other metropolitan areas, and will be organised around three core proposition pillars: (i) high-end Collection clubs, (ii) big family clubs, and (iii) racquets clubs. The transaction is expected to complete in the next few months, when existing members and club staff will transfer to Nuffield Health. The proceeds from the sale will be directed to up-weighting its club upgrade and new club rollout programmes, together with M&A growth. As part of this, Virgin Active plans to upgrade a further 10 London clubs into its high end Collection group of clubs, adding to the 11 in the UK and 17 worldwide. Premier s revenue for the nine months ended 31 March 2016, which includes the acquisitions made in FY2015, increased by 32% on the comparative period. Group EBITDA margin improved to 10.5%, generating an increase in EBITDA of 41% for the period. Bakeries bread sales volumes increased by 7% on the comparative period, largely in the informal market. Against a difficult market environment as a result of significant increases in grain prices due to the severe drought, Rand depreciation and the effect of the wheat import tariff, the Milling division has focussed on managing its margins and costs and improving its milling efficiencies. As part of its strategy to enter new categories through innovation, Premier commissioned an extrusion plant at the Kroonstad maize mill in January 2016, which has enabled it to enter the Ready-to-Eat breakfast cereal market. In March 2016, Premier launched an instant maize porridge range under its Iwisa, Nyala and Top Score brands, as well as a high protein, multi-grain cereal under a new brand Thrive. Premier s Grocery division, which comprises Sugar confectionary, Lil-lets and CIM (the leading food producing company in Mozambique) has traded well. In particular, the Sugar confectionary division continued its focus on innovation having more than doubled its product offering since its acquisition in May Lil-lets backward integration into tampon manufacturing in South Africa, has been a success and its efforts to expand into new markets in China and the Middle East are on track. In its first period of inclusion in Premier s results, CIM has performed well and is trading in line with Premier s investment case, in Rands, despite the challenges caused by macroeconomic factors negatively affecting Mozambique. Premier s capital expenditure programme has continued according to plan in the current year, with R977 million being invested to: (i) install the new breakfast facility; (ii) purchase the site housing the Durban operations; (iii) commission a state-of-the-art wheat mill in Durban; (iv) complete a new bakery line in Durban to replace the line damaged by a fire in the prior year; and (v) complete the programme to own its milling and baking vehicle fleet. Furthermore, Brait increased its shareholding in Premier to 91.1% (FY2015: 86.5%), through the exercise of put and call option agreements. Premier is valued at reporting date using an EV/EBITDA multiple of 12.7x which represents a discount of 2% to the peer group s three year trailing average multiple of 13.0x and is at the peer group s average spot multiple. Premier s carrying value is ZAR11.6 billion (FY2015: ZAR8.2 billion) which represents 15% of Brait s total assets (FY2015: 20%). 146 Results for the year ended 31 March 2016

147 Review of operations (continued) The UK Grocery market remains challenging with price deflation again being a key factor. Iceland Foods sales for its 52 weeks ending 25 March 2016 decreased by 0.8% on FY2015. Like-for-like sales of -2.7% represented an improvement of 1.7% on the previous year. The 5.6% EBITDA margin is consistent with the prior year, with EBITDA of GBP150.5m +0.2% on FY2015. The Power of Frozen marketing campaign and an extensive programme of new product development, including Iceland s exclusive Slimming World range of frozen prepared meals, have supported a strong performance in Iceland s frozen category. A number of senior appointments have been made to strengthen Iceland s product development capabilities still further, and to increase expertise in the non-frozen categories. Iceland has achieved strong growth in the expanding UK online food sales market, leveraging its pioneering expertise in home delivery, which it has offered since 1996, and its unique offer of free delivery for a GBP35 minimum spend. In February 2016, Iceland Foods was voted the top UK online supermarket retailer in the annual customer satisfaction survey by consumer organization Which?. The Food Warehouse frozen-led warehouse concept was launched by Iceland in 2014 to cater for the trend of shoppers opting to do large scale shops at out of town retail parks, and it has continued to deliver ahead of plan. Six Food Warehouse stores were opened during FY2016, ending the year with 12 operating in the UK. Free cash flow post capital expenditure of GBP87 million represents an EBITDA cash conversion ratio of 58%. Capital expenditure for the year of GBP62 million (FY2015: GBP29 million) included a new EPOS system, installation of LED store lighting across the estate, investment in the refurbishment of the manufacturing business, and new stores and refits. The group added a net 9 stores during the year, closing with a total of 881 stores, which includes 864 stores in the UK. As communicated on 19 November 2015, Brait increased its shareholding in Iceland Foods from 19% to 57.1%, partnering alongside the founder and other senior management whose shareholdings remained unchanged at 42.9%. Iceland Foods is valued at reporting date using an EV/EBITDA multiple of 8.8x, which represents a discount of 12% to the peer group s three year trailing average multiple of 10.0x and a 10% discount to spot. Applying the closing GBP/ZAR exchange rate of ZAR21.21 (FY2015: ZAR17.97) Iceland Food s carrying value of ZAR7.2 billion (FY2015: ZAR1.3 billion) represents 9% of Brait s total assets (FY2015: 3%). The Iceland Foods FY2016 debt investor presentation is available on Within the Other Investments portfolio: (i) ZAR1.6 billion proceeds were received primarily from the realisation of the Group s investments in Southern View Finance and Chamber Lane Properties; (ii) Brait increased its investment in DGB from 40% to 81%; and (iii) DGB continues to demonstrate strong growth and cash flow generation, with its last twelve months EBITDA up 17% to ZAR170 million. These combined factors resulted in the carrying value of this portfolio of ZAR1.8 billion (FY2015: ZAR2.4 billion). Low cost to AUM ratio Operating expenditure for the year of ZAR435 million represents a ratio of 0.53% to AUM (FY2015: 0.44%) compared to the target of 0.85% or less. The net operating costs ratio, after fee income, to AUM for the year is 0.45% (FY2015: 0.27%). Using average AUM as the reference basis, operating costs are 0.62% (FY2015: 0.60%) and net after fee income are 0.52% (FY2015: 0.36%). Minimal balance sheet cash drag The Group targets minimal cash holdings on balance sheet to avoid diluting overall returns. The Group s cash and equivalents position at year-end of ZAR4.4 billion represents 6.2% of NAV which is well within the benchmark maximum of 25% of NAV. Significant cash flow within the underlying assets Brait s net investment inflows of ZAR17.7 billion comprises: (i) ZAR15.8 billion from the sale of 200 million Steinhoff shares; (ii) ZAR1.6 billion proceeds from the Other Investments portfolio, which related primarily to the sale of Southern View Finance and Chamber Lane Properties; (iii) ZAR223 million interest on shareholder loans received from Premier and (iv) ZAR26 million relating to the receipt of the Iceland Foods loan claim. 147 Results for the year ended 31 March 2016

148 Review of operations (continued) Predictable and consistent ordinary dividend to NAV yield The Group s policy is an ordinary bonus share issue or dividend of 1% to 2.5% of closing NAV. Bonus shares and dividends are considered annually when the results for each year are published. The extent of any bonus shares and cash dividends are determined relative to net operating cash flows. These include proceeds received on the realisation of loans and investments from time to time and which are not earmarked for new projects or required for liquidity. The Board has proposed a bonus share issue (with a cash dividend alternative) of 1% of NAV equal to ZAR cents/7.76 EUR cents (FY2015: ZAR cents/5.79 EUR cents). This represents an increase of 76.7% on FY2015. Further details regarding the bonus share issue with cash dividend alternative can be found below. In August 2015, 94% of shareholders elected to receive bonus shares, with 6% electing to receive cash. At 31 March 2016, issued ordinary share capital, net of treasury shares, is million shares (FY2015: million shares). CONVERTIBLE BOND Brait received GBP350 million on 18 September 2015, from the issuance of its unsubordinated, unsecured convertible bonds (Bonds). The Bonds have a five year term and carry a fixed coupon of 2.75% per annum payable semi-annually in arrears. The fixed conversion price of GBP per share was set at a 30.0% premium to the volume-weighted average price of Brait s ordinary shares between launch and pricing on 11 September Using this share price, the Bonds will convert into million shares (8.5% of Brait s current issued share capital) on exercise of bondholder conversion rights. The Bonds listed on the Open Market (Freiverkehr) segment of the Frankfurt Stock Exchange on 15 October In accordance with IAS 32 (Financial Instruments: Presentation), the Bonds liability component is measured at reporting date as GBP312 million. Applying the closing GBP/ZAR exchange rate of ZAR21.21, results in the Bonds translated carrying value of ZAR6.6 billion. PREFERENCE SHARES The Group completed the redemption of its 20 million issued preference shares at their deemed issued price of ZAR100.0 per preference share on 18 January The accrued dividend to this date of ZAR3.02 (ZAR2.57 net of dividend withholding tax) per preference shares was paid and the preference shares were subsequently delisted from both the LuxSE and the JSE. GROUP FUNDING POSITION The Group is in the process of increasing its existing ZAR6.4 billion committed revolving facility, which matures during July The new committed revolving facility will have a term of four years and comprises the aggregate of a ZAR8.5 billion tranche and a GBP75 million tranche. 148 Results for the year ended 31 March 2016

149 Review of operations (continued) PROPOSED BONUS SHARE ISSUE OR, ALTERNATIVELY, CASH DIVIDEND The Board has proposed a bonus share issue of new, fully paid, ordinary Brait Shares with a par value of EUR0.22 each ( New Shares ) in proportion to the shareholding of each respective shareholder in Brait, payable to shareholders recorded in the register on the Friday, 12 August 2016 (the Bonus Share Issue ). Shareholders will be entitled, in respect of all or part of their shareholding as of Friday, 12 August 2016 (the Record Date ), to elect to receive a cash dividend of ZAR cents/7.76 EUR cents per ordinary share (the Cash Dividend Alternative ) held in lieu of all or part of the New Shares to which they would have been entitled, which will be paid only to those shareholders whose election forms to receive the Cash Dividend Alternative, in respect of all or part of their shareholding are received by the transfer secretaries on or before 12:00 p.m. on the Record Date. The Bonus Share Issue and Cash Dividend Alternative are, however, subject to shareholder approval at the Company s AGM on 20 July If all shareholders receive New Shares, an approximate aggregate number of 4,497,886 New Shares are expected to be issued. If all shareholders elect to receive the Cash Dividend Alternative, this would amount to an aggregate of ZAR709,455,463 / EUR40,400,487 for the financial year ending 31 March Shareholders not electing to receive the Cash Dividend Alternative in respect of all or part of their shareholding will, without any action on their part, be issued with New Shares in accordance with their shareholding pursuant to the Bonus Share Issue. The number of New Shares to which shareholders will be entitled pursuant to the Bonus Share Issue will be determined by such shareholder s shareholding in Brait as of 8 August 2016 in relation to the ratio that ZAR cents bears (7.76 EUR cents) bears to ZAR157.73, being the 60-day volume weighted average price ( VWAP ) of ordinary Brait shares on the Luxembourg Stock Exchange ( LuxSE ) and the Johannesburg Stock Exchange ( JSE ) during the trading period ending on Friday, 27 May This conversion ratio amounts to New Shares per 100 Brait shares held by the shareholder at the Record Date. Fractions and fractional entitlements are not possible due to various corporate law and listing requirements. Accordingly, where a shareholder s entitlement to New Shares calculated in accordance with the above formula gives rise to a fraction of an ordinary share, such fraction of an ordinary share will be rounded down to the nearest whole number with the fraction being paid in cash, irrespective of whether the shareholder has completed a cash election form or not. The fraction paid in cash will be deemed a cash dividend and treated as such for tax purposes. The fraction rate will be announced on Thursday, 11 August A circular and an election form will be sent to all shareholders on Friday, 24 June 2016 containing full details of the Bonus Share Issue and Cash Dividend Alternative. The rationale for the Bonus Share Issue is to afford shareholders the opportunity to increase their shareholding in Brait and retain the Company s flexibility on cash holdings. The Bonus Share Issue and the Cash Dividend Alternative may have tax implications for shareholders. The receipt of New Shares by South African resident shareholders should not be classified as a dividend or a foreign dividend for South African tax purposes and hence dividends tax should not be levied on the New Shares. For those South African resident shareholders electing the Cash Dividend Alternative in lieu of the New Shares, such amount will be regarded as a foreign dividend, but may be subject to South African dividends tax at the rate of 15%, unless an exemption as set out in the South African income tax legislation applies. 149 Results for the year ended 31 March 2016

150 Review of operations (continued) If dividends tax does apply, the net dividend will be ZAR cents per share. Shareholders are therefore encouraged to consult with their professional advisors should they be in any doubt as to the appropriate action to take. The issued ordinary share capital at the date of this announcement is ordinary shares of EUR0.22 each. The salient dates are as follows: EVENT 2016 Announcement of the applicable ratio, based on the 60-day volume weighted average price ending on Friday 27 May 2016, released on the LuxSE and JSE Bonus share circular and form of election posted to shareholders on: AGM approving the Bonus Share Issue/Cash Dividend Alternative on: Last day to trade in order to be eligible for the Bonus Share Issue or, alternatively, the Cash Dividend Alternative on: Ordinary shares trade ex the Bonus Share Issue/Cash Dividend Alternative on: Announcement of fraction rate Last day for election forms to receive the Cash Dividend Alternative instead of the Bonus Share Issue to reach the Transfer Secretaries by 12:00pm on: Record Date in respect of the Bonus Share Issue/Cash Dividend Alternative on: Share Certificates and dividend cheques posted, CSDP/participant/broker accounts credited/updated and New Shares listed on the LuxSE and JSE on: Tuesday, 14 June Friday, 24 June Wednesday, 20 July Monday, 8 August Wednesday, 10 August Thursday, 11 August Friday, 12 August Friday, 12 August Monday, 15 August Share certificates may not be dematerialised or rematerialised, between close of business Wednesday, 10 August 2016 and Friday, 12 August 2016, both days inclusive. Please note that the New Shares to be issued in terms of the Bonus Share Issue may not be traded until Monday, 15 August Results for the year ended 31 March 2016

151 Review of operations (continued) GROUP OUTLOOK New Look produced a strong financial and operational performance in 2016, continuing its focus on consistent delivery and investment across its strategic initiatives in a disciplined and sustainable manner, to facilitate long term growth. Whilst the immediate outlook for UK retailing is more challenging than it has been for some time, New Look is confident in its strategy and ability to execute it; Virgin Active generated a strong financial performance in 2015 and remains focussed on its strategy of being the leading premium health operator in its chosen markets. The company is well placed for growth, with (i) a deep pipeline of club openings in Southern Africa; (ii) plans to accelerate the premiumisation of a streamlined UK estate; (iii) exciting opportunities for expansion in Asia-Pacific and (iv) continued investment in innovation; Premier continues to deliver on its strategy of brand building, through producing consistent quality offerings and product innovation as well as operational efficiencies. Premier s core brands are well positioned to compete in their respective markets; Iceland Foods core business has stabilized. Continued strong cash flow generation, targeted marketing campaigns, accelerating the roll out of Food Warehouse stores, investing in people and online sales remain the key strategies on which management is focussed to drive growth. This has been another productive, return focussed year for Brait. The capital raised from the realisation of Pepkor at the close of FY2015, was effectively deployed during the first half of the current financial year in acquiring New Look and Virgin Active. Recently, at the EMEA Finance s Achievement Awards 2015, held in London, Brait was awarded Best Private Equity Investment for New Look and Best M&A Deal for Virgin Active. Both these assets have produced solid results in their respective financial years and are performing in accordance with the original investment plan. The second half of the year was characterised by (i) the successful debut GBP350 million Convertible Bond issuance, which listed on the Open Market segment of the Frankfurt Stock Exchange in October 2015; and (ii) increasing the shareholding in Iceland Foods to 57%, which resulted in the Group holding majority stakes across its four core investments. Brait continues to explore new pools of capital to enhance its capital structure and ensure that it is well placed for new opportunities to complement its portfolio. For and on behalf of the Board PJ Moleketi Non-Executive Chairman 14 June 2016 Directors (all non-executive) PJ Moleketi (Chairman)*, JC Botts^, AS Jacobs ##, Dr LL Porter ##, CS Seabrooke*, HRW Troskie**, Dr CH Wiese* ## British ^American **Dutch *South African Brait s primary listing is on the Euro MTF market of the Luxembourg Stock Exchange and its secondary listing is on the Johannesburg Stock Exchange. Sponsor RAND MERCHANT BANK (A division of FirstRand Bank Limited) 151 Results for the year ended 31 March 2016

152 Notes 152 Results for the year ended 31 March 2016

153 Administration and contact details BRAIT SE Registration No: SE1 ISSUER NAME AND CODE Issuer long name BRAIT SE Issuer code BRAIT Share code: BAT ISIN: LU Bond code: WKN: A1Z6XC ISIN: XS COMPANY SECRETARY AND REGISTERED OFFICE Maria Angela Stivala 4th Floor, Avantech Building St. Julian s Road, San Gwann SGN 2805, Malta Tel: Fax: COUNSEL M Partners S.à r.l (a Member of Maitland Legal) 56, rue Charles Martel L-2134 Luxembourg Tel: Fax: luxembourg REGISTRAR AND TRANSFER AGENT Maitland Luxembourg SA 58, rue Charles Martel L-2134 Luxembourg Tel: Fax: south african transfer secretaries Computershare Investor Services Proprietary Limited 70 Marshall Street, Johannesburg, 2001 Tel: Fax: JSE SPONSOR Rand Merchant Bank (A division of FirstRand Bank Limited) 1 Merchant Place Corner Fredman Drive and Rivonia Road Sandton, 2196, South Africa INDEPENDENT AUDITORS Deloitte Audit Limited Deloitte Place, Mriehel Bypass Mriehel, BKR3000, Malta SUBSIDIARY OFFICE Brait Mauritius Limited Suite 520, 5th Floor, Barkly Wharf Le Caudan Waterfront, Port Louis Mauritius Tel: Fax: CORPORATE ADVISORS Brait South Africa Proprietary Limited 2nd Floor, The Zone II, 177 Oxford Road Rosebank, Johannesburg, 2196 South Africa Tel: Fax: Brait Advisory Services UK Limited 4th Floor, 55 Blandford Street, London W1U 7HW INVESTOR RELATIONS invest@brait.com Tel:

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