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SAP - Sappi Limited - Proposed acquisition by Sappi of M-Real corporation`s coated graphic paper business and announcement of date of general meeting Sappi Limited (Reg No 1936/008963/06) (Incorporated in the Republic of South Africa) JSE Share Code : SAP ISIN Code : ZAE000006284 ("Sappi") This document is not an offer of securities for sale in the United States. Securities may not be offered or sold in the United States absent registration with the United States Securities and Exchange Commission or an exemption from registration. There will be no public offering of any securities in the United States. This document is not for distribution in the United States, Japan, Australia or Canada. PROPOSED ACQUISITION BY SAPPI OF M-REAL CORPORATION`S COATED GRAPHIC PAPER BUSINESS AND ANNOUNCEMENT OF DATE OF GENERAL MEETING 1. Introduction Shareholders of Sappi Limited ("Sappi", the "Company") are referred to the announcements published by Sappi on SENS dated 29 September 2008 and 2 October 2008; and the press advertisements dated 1 October 2008 and 2 October 2008 regarding the proposed acquisition by Sappi of the coated graphic paper business of M-real (the "Acquisition"). 2. Category 1 circular and general meetings Shareholders of Sappi are advised that the circular (the "Circular") in respect of the Acquisition (which is a category 1 transaction in terms of the Listings Requirements of the Johannesburg Stock Exchange), and which contains a notice convening a general meeting (the "General Meeting") of Sappi shareholders for the purposes of proposing, and if deemed fit, passing, inter alia, all resolutions required to be passed to implement the Acquisition, has been posted to shareholders on 10 October 2008. The Circular has been signed in Johannesburg on 10 October 2008, by Roeloff Jacobus Boettger and Mark Richard Thompson in their capacity as directors of Sappi Limited and on behalf of all of the other directors of Sappi Limited under powers of attorney granted to them by each other director of the Company. A signed copy of the Circular is available for inspection by shareholders at the offices of the Company. The Circular will also be available on Sappi`s website: www.sappi.com. The General Meeting will be held on Monday, 3 November 2008, at 15:00 (South African time) at Sappi`s offices, 48 Ameshoff Street, Braamfontein, Johannesburg, South Africa. 3. Conditions precedent Shareholders of Sappi are advised that the Acquisition remains subject to the fulfilment of a number of conditions precedent, details of which are set out in the Circular posted to shareholders. 4. Pro forma financial effects of the Acquisition of Sappi Shareholders of Sappi are advised that the pro forma financial effects of the Acquisition, published in the announcement dated 29 September 2008, have not changed. Johannesburg 10 October 2008 Financial adviser to Sappi Morgan Stanley & Co. Ltd. Acquisition transaction sponsor Morgan Stanley South Africa (Proprietary) Limited South African legal adviser to Sappi Bowman Gilfillan English legal adviser to Sappi Linklaters LLP US legal adviser to Sappi Cravath, Swaine & Moore LLP Financial adviser to M-real Goldman Sachs International South African legal adviser to M-real Werksmans English legal adviser to M-real Slaughter and May Sponsor to Sappi UBS South Africa (Proprietary) Limited Date: 10/10/2008 16:22:07 Supplied by www.sharenet.co.za Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.
