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Results of the eightieth annual general meeting of Sappi and appointment of new director to the board
Sappi Limited
(Incorporated in the Republic of South Africa)
Registration number: 1936/008963/06
JSE share code: SAP
ISIN code: ZAE000006284
("Sappi" or the "Company")
RESULTS OF THE EIGHTIETH ANNUAL GENERAL MEETING OF SAPPI AND
APPOINTMENT OF NEW DIRECTOR TO THE BOARD
Shareholders are advised that at the annual general meeting of shareholders of the
Company held on Wednesday, 08 February 2017 at 14:00 all the resolutions tabled thereat
were passed by the requisite majority of shareholders.
Details of the results of voting at the annual general meeting are as follows :
- total number of Sappi shares in issue as at the date of the annual general
meeting : 576 264 049 (556 302 573 ordinary shares and 19 961 476 “A” ordinary
shares).
- total number of Sappi shares that could have been voted at the annual general meeting
(excluding the treasury shares) : 554 439 702.
- total number of Sappi shares that were present/represented at the annual general
meeting : 460 192 644 being 83% of the total number of Sappi shares that could have
been voted at the annual general meeting.
Page 2 of 5
1. Ordinary resolution number 1 : Receipt and acceptance of 2016 Group Annual Financial
Statements, including directors’ report, auditors’ report and Audit Committee report
For Against Abstain Shares voted
457 397 056 165 050 2 630 538 457 562 106
99.96% 0.04% 0.47% 82.53%
2. Ordinary resolution number 2.1: Re-election of Mr M A Fallon as a director of Sappi
For Against Abstain Shares voted
459 203 081 387 294 602 269 459 590 375
99.92% 0.08% 0.11% 82.89%
3. Ordinary resolution number 2.2: Re-election of Dr D Konar as a director of Sappi
For Against Abstain Shares voted
334 208 763 86 575 106 39 408 775 420 783 869
79.43% 20.57% 7.11% 75.89%
4. Ordinary resolution number 2.3: Re-election of Mr J D McKenzie as a director of Sappi
For Against Abstain Shares voted
459 181 081 409 294 602 269 459 590 375
99.91% 0.09% 0.11% 82.89%
5. Ordinary resolution number 2.4: Re-election of Mr G T Pearce as a director of Sappi
For Against Abstain Shares voted
458 436 526 1 153 849 602 269 459 590 375
99.75% 0.25% 0.11% 82.89%
6. Ordinary resolution number 3.1: Election of Dr D Konar as Chairman of the Audit Committee
For Against Abstain Shares voted
295 549 408 125 234 461 39 408 775 420 783 869
70.24% 29.76% 7.11% 75.89%
Page 3 of 5
7. Ordinary resolution number 3.2: Election of Mr M A Fallon as a member of the Audit Committee
For Against Abstain Shares voted
459 203 081 387 294 602 269 459 590 375
99.92% 0.08% 0.11% 82.89%
8. Ordinary resolution number 3.3: Election of Mr N P Mageza as a member of the Audit Committee
For Against Abstain Shares voted
446 591 912 12 998 129 602 603 459 590 041
97.17% 2.83% 0.11% 82.89%
9. Ordinary resolution number 3.4: Election of Mrs K R Osar as a member of the Audit Committee
For Against Abstain Shares voted
458 932 597 657 444 602 603 459 590 041
99.86% 0.14% 0.11% 82.89%
Ordinary resolution number 3.5: Election of Mr R J A M Renders as a member of the Audit
10.
Committee
For Against Abstain Shares voted
459 202 747 387 294 602 603 459 590 041
99.92% 0.08% 0.11% 82.89%
11. Ordinary resolution number 4: Appointment of KPMG Inc. as auditors of Sappi for the year ending
September 2017 and until the next Annual General Meeting of Sappi
For Against Abstain Shares voted
459 417 284 166 072 609 288 459 583 356
99.96% 0.04% 0.11% 82.89%
Page 4 of 5
12. Ordinary resolution number 5.1: The placing of all ordinary shares required for the purpose of
carrying out the terms of The Sappi Limited Performance Share Incentive Plan (the ‘Plan’) under
the control of the directors to allot and issue in terms of the Plan
For Against Abstain Shares voted
384 052 922 75 530 828 608 894 459 583 750
83.57% 16.43% 0.11% 82.89%
13. Ordinary resolution number 5.2: The authority for any subsidiary of Sappi to sell and to transfer to
The Sappi Limited Share Incentive Scheme and the Sappi Limited Performance Share Incentive
Plan (collectively ‘the Schemes’) such shares as may be required for the purposes of the Schemes
For Against Abstain Shares voted
368 414 692 91 166 927 611 025 459 581 619
80.16% 19.84% 0.11% 82.89%
14. Ordinary resolution number 6: Non-binding endorsement of Remuneration Policy
For Against Abstain Shares voted
435 285 251 24 297 880 609 513 459 583 131
94.71% 5.29% 0.11% 82.89%
15. Special resolution number 1: Increase in non-executive directors’ fees
For Against Abstain Shares voted
459 343 126 248 968 600 550 459 592 094
99,95% 0.05% 0.11% 82.89%
16. Special resolution number 2: Authority for loans or other financial assistance to related or inter-
related companies
For Against Abstain Shares voted
450 769 316 8 816 546 606 782 459 585 862
98.08% 1.92% 0.11% 82.89%
Page 5 of 5
17. Ordinary resolution number 7: Authority for directors to sign all documents and do all such things
necessary to implement the above resolutions
For Against Abstain Shares voted
459 397 625 192 720 602 299 459 590 345
99.96% 0.04% 0.11% 82.89%
NEW APPOINTMENT TO THE BOARD OF DIRECTORS
In terms of paragraph 3.59(a) of the Listings Requirements of the JSE Limited, Sappi is
pleased to announce the appointment of Dr Boni Mehlomakulu as independent non-
executive director to the board of the Company and as a member of the Social, Ethics,
Transformation and Sustainability Committee, with effect from 1 March 2017.
Dr Mehlomakulu, 44, is currently the Chief Executive Officer of the South African Bureau
of Standards (“the SABS”) a position she has held since September 2009.
Dr Mehlomakulu currently sits on the boards of Hulamin Limited as non-executive
director, is a Council member of the University of South Africa, is a non-executive
Director of Yokogawa South Africa (Pty) Ltd and is a Council Member of the International
Organisation for Standardisation (Switzerland). Before joining the SABS,
Dr Mehlomakulu was Deputy Director General at the Department of Science and
Technology and has also held various positions at Sasol. Past directorships include
chairing the Social Ethics and Sustainability Committee at Eskom Holdings SOC Limited
from 2010 to 2014. Dr Mehlomakulu has a PhD in Chemical Engineering from the
University of Cape Town.
The Board looks forward to Dr Mehlomakulu’s contribution to Sappi and believes that her
experience will add to the Board’s insights into industry trends and into local and
international markets.
9 February 2017
Sponsor : UBS South Africa (Pty) Ltd
Date: 09/02/2017 02:40:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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