NAMPAK LIMITED - Results of the annual general meeting of Nampak limited and retirement of directors

Results of the annual general meeting of Nampak limited and retirement of directors

Nampak Limited
(Incorporated in the Republic of South Africa)
Registration Number: 1968/008070/06
Share Code: NPK
ISIN: ZAE 000071676
(“Nampak”)

RESULTS OF THE ANNUAL GENERAL MEETING OF NAMPAK LIMITED AND RETIREMENT
OF DIRECTORS

Results of the annual general meeting held on 5 February 2019

Nampak shareholders are advised that the results of the business
conducted at the annual general meeting held on Tuesday, 5 February
2019 at The Forum at The Campus, Wanderers Building, 57 Sloane Street,
Bryanston, South Africa, are as follows:

•    On Friday, 25 January 2019, the record date of the annual general
     meeting, the total number of Nampak shares in issue was 689 811 504
     of which 644 740 650 (excluding the treasury shares) were eligible
     to vote.
•    The total number of shares that were present in person or by proxy
     at the annual general meeting was 573 088 443 being 89% of the total
     number of Nampak shares that could have been voted at the annual
     general meeting.

1.   The audited annual financial statements of the Company and the
     Group, including the reports of the directors, external auditors,
     the Audit Committee and the Social, Ethics and Transformation
     Committee for the financial year ended 30 September 2018 were
     presented.

2.   Ordinary resolution number 1: To re-elect NV Lila as a director of
     the Company:

           For                 Against          Abstain       Shares voted
          572 174 823          489 256          424 364     572 664 079
               99.91%            0.09%            0.07%          88.82%

3.   Ordinary resolution number 2: Deloitte & Touche was automatically
     re-appointed as the independent auditor of the Company until the
     next annual general meeting in terms of section 90(6) of the
     Companies Act, 2008.
4.   Ordinary resolution number 3: To appoint J John as a member of the
     Audit Committee:

          For                 Against          Abstain       Shares voted
         572 630 958           33 121          424 364     572 664 079
              99.99%            0.01%            0.07%          88.82%

5.   Ordinary resolution number 4:To appoint IN Mkhari as a member of
     the Audit Committee:

          For                 Against          Abstain       Shares voted
         559 225 050       13 473 531          389 862     572 698 581
              97.65%            2.35%            0.06%          88.83%

6.   Ordinary resolution number 5: To appoint NV Lila as a member of the
     Audit Committee:

          For                 Against          Abstain       Shares voted
         572 663 329              750          424 364     572 664 079
                100%            0.00%            0.07%          88.82%

7.   Non-binding advisory vote number 1: To endorse on an advisory basis
     the Company’s remuneration policy:

          For             Against          Abstain       Shares voted
         481 304 145       91 394 436          389 862     572 698 581
              84.04%           15.96%            0.06%          88.83%

8.   Non-binding advisory vote number 2: To endorse on an advisory basis
     the implementation report of the Company’s remuneration policy:

          For             Against          Abstain       Shares voted
         491 680 888       81 017 693          389 862     572 698 581
              85.85%           14.15%            0.06%          88.83%

9.   Special resolution number 1: To approve the fees payable to the
     non-executive directors with effect from 1 October 2018:

          For             Against          Abstain       Shares voted
         569 366 158        3 297 921          424 364     572 664 079
              99.42%            0.58%            0.07%          88.82%

10. Special resolution number 2: To amend clause 29.1 of the Memorandum
    of Incorporation of the Company:

          For             Against          Abstain       Shares voted
         359 398 834      213 299 747          389 862     572 698 581
              62.76%           37.24%            0.06%          88.83%
11. Special resolution number 3: To authorise the board of directors of
    the Company to approve the general repurchase by the Company or
    purchase by any of its subsidiaries of any of the Company’s
    ordinary shares on the JSE Limited:

         For             Against          Abstain       Shares voted
        571 631 352        1 032 727          424 364     572 664 079
             99.82%            0.18%            0.07%          88.82%

12. Special resolution number 4: To authorise the board of directors of
    the Company, when any general repurchase by the Company takes
    place, to approve the purchase by the Company of its issued shares
    from a director and/ or a prescribed officer of the Company, and/or
    person related to a director or prescribed officer of the Company:

         For             Against          Abstain       Shares voted
        563 560 963        9 137 618          389 862     572 698 581
             98.40%            1.60%            0.06%          88.83%

Retirement of non-executive directors: RC Andersen and PM Madi

In compliance with paragraph 3.59(b) of the Listings Requirements of
the JSE Limited, shareholders are hereby advised that Mr RC Andersen
and Prof PM Madi have retired as non-executive directors, effective 6
February 2019.

The Board of directors thank Mr Andersen and Prof Madi for their
dedication and valuable contribution during their tenure on the Board
and wish them well in their future endeavours.

The Board will shortly announce the appointment of additional directors
to fill the vacancies created.

Bryanston
6 February 2019
Sponsor:
UBS South Africa (Pty) Ltd

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