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NAMPAK LIMITED - Results of annual general meeting

Release Date: 16/02/2023 09:31
Code(s): NPK NPKP NPP1     PDF:  
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Results of annual general meeting

NAMPAK LIMITED
Registration number 1968/008070/06
Incorporated in the Republic of South Africa
Share Code: NPK ISIN: ZAE000071676
Share Code: NPP1 ISIN: ZAE000004966
Share Code: NPKP ISIN: ZAE000004958
LEI: 3789003820EC27C76729
(“Nampak” or “the Company”)

RESULTS OF ANNUAL GENERAL MEETING

Shareholders are advised that the voting results for the annual general meeting (the “AGM”) of Nampak held virtually through
online participation on Wednesday, 15 February 2023 were as follows:


Resolution                               Number of              As a           For**        Against**     Abstained***
                                           ordinary   percentage of                %                %                %
                                       shares voted        ordinary
                                                          shares in
                                                             issue*
                                                                  %
Re-election of retiring directors
Ordinary resolution number 1:
Re-election of
PM Surgey                               353 198 441           51.15            89.57             10.43             0.51
Ordinary resolution number 2:
Re-election of
N Khan                                  350 698 441           50.79            99.75              0.25             0.87
Ordinary resolution number 3:
Appointment of external auditors        352 944 699           51.12            98.83              1.17             0.55
Appointment of members of the
Audit and Risk Committee
Ordinary resolution number 4:
Appointment of N Khan                   350 743 699           50.80            99.84              0.16             0.87
Ordinary resolution number 5:
Appointment of KW Mzondeki              350 658 099           50.79            99.73              0.27             0.88
Ordinary resolution number 6:
Appointment of SP Ridley                353 234 699           51.16            99.17              0.83             0.51
Ordinary resolution number 7:
Appointment of LJ Sennelo               350 553 099           50.77            99.78              0.22             0.89
Non-binding advisory vote:
Remuneration policy of the
Company                                 352 578 509           51.06            30.62             69.38             0.60
Non-binding advisory vote:
Implementation report of the            352 588 309           51.06            41.84             58.16             0.60
Company’s remuneration policy
Special resolution number 1:
Approval of non-executive
directors’ remuneration                352 791 609            51.09             55.79            44.21             0.57
Special resolution number 2:                                              WITHDRAWN
General authority to repurchase
the Company’s ordinary shares
Special resolution number 3:                                              WITHDRAWN
Company acquiring the
Company’s shares from a director
or prescribed officer

*       Based on 690 474 523 ordinary shares in issue as at the date of the AGM.
**      In relation to the total number of ordinary shares voted at the AGM.
***     In relation to the total number of ordinary shares in issue as at the date of the AGM.


Based on the above voting results, all ordinary resolutions were passed by the requisite majority of ordinary shareholders
represented at the AGM. In addition, special resolution number 1 was not passed by the requisite majority of ordinary
shareholders and special resolutions numbers 2 and 3 were withdrawn at the commencement of the AGM.

Shareholders are further advised that the non-binding advisory votes in respect of the remuneration policy of the Company and
the implementation report of the Company’s remuneration policy were voted against by more than 25% of shareholders
represented at the AGM. Nampak extends an invitation to such dissenting shareholders to address their concerns in writing to
the chairperson of the nominations and remuneration committee, Mr Clifford Raphiri, by emailing the Company Secretary at
ilse.vanlochem@nampak.com by no later than close of business on Friday, 31 March 2023.

Nampak welcomes further engagement regarding the remuneration policy and implementation report of the Company and,
based on feedback received, will schedule individual meetings with the dissenting shareholders.

By order of the Board
I H van Lochem, Company Secretary
Bryanston

16 February 2023

Sponsor:
Nedbank Corporate and Investment Banking, a division of Nedbank Limited

Date: 16-02-2023 09:31:00
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