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SAPPI LIMITED - RESULTS OF THE EIGHTY-FIRST ANNUAL GENERAL MEETING OF SAPPI

Release Date: 08/02/2018 16:22
Code(s): SAP     PDF:  
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RESULTS OF THE EIGHTY-FIRST ANNUAL GENERAL MEETING OF SAPPI

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 EIGHTY-FIRST ANNUAL GENERAL MEETING OF SAPPI


Shareholders are advised that at the Annual General Meeting of shareholders of the
Company held on Wednesday, 07 February 2018 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 : 577 164 049 (557 202 573 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) : 558 569 539.

•   total number of Sappi shares that were present/represented at the Annual General
    Meeting : 453 163 691 being 81% of the total number of Sappi shares that could have
    been voted at the Annual General Meeting.
                                                                        Page 2 of 4


1.   Ordinary resolution number 1 – Receipt and acceptance of 2017 Annual
     Financial Statements, including directors’ report, auditors’ report and Audit
     Committee report

            For              Against            Abstain          Shares voted
        451 026 266           8 527            2 128 898          451 034 793
         100,00%              0,00%              0,38%              81,10%       1
                                                 0,37%              78,15%       2


2.   Ordinary resolution number 2 – Approval and confirmation of appointment
     of Dr B Mehlomakulu as a director of Sappi

            For              Against           Abstain          Shares voted
        452 858 306           9 531            295 854           452 867 837
         100,00%              0,00%             0,05%              81,43%       1
                                                0,05%              78,46%       2

3.   Ordinary resolution number 3.1 – Re-election of Sir Nigel Rudd as a director
     of Sappi

            For             Against             Abstain          Shares voted
        431 933 443        16 329 185          4 901 063          448 262 628
          93,36%             3,64%               0,88%              80,60%       1
                                                 0,85%              77,67%       2


4.   Ordinary resolution number 3.2 – Re-election of Mr NP Mageza as a director
     of Sappi

            For             Against             Abstain          Shares voted
        389 231 755        63 636 082           295 854           452 867 837
          85,95%            14,05%               0,05%              81,43%       1
                                                 0,05%              78,46%       2


5.   Ordinary resolution number 3.3 – Re-election of Mr MV Moosa as a director
     of Sappi

            For             Against             Abstain          Shares voted
        399 494 119        53 373 718           295 854           452 867 837
          88,21%            11,79%               0,05%              81,43%       1
                                                 0,05%              78,46%       2


6.   Ordinary resolution number 4.1 – Election of Dr D Konar as chairman of the
     Audit Committee - Withdrawn

7.   Ordinary resolution number 4.2 – Election of Mr MA Fallon as a member of
     the Audit Committee

            For              Against            Abstain          Shares voted
        452 859 110           8 727             295 854           452 867 837
         100,00%              0,00%              0,05%              81,43%       1
                                                 0,05%              78,46%       2


8.   Ordinary resolution number 4.3 – Election of Mr NP Mageza as a member of
                                                                      Page 3 of 4

     the Audit Committee

            For             Against           Abstain         Shares voted
        392 998 255        59 869 582         295 854          452 867 837
          86,78%            13,22%             0,05%             81,43%       1
                                               0,05%             78,46%       2


9.   Ordinary resolution number 4.4 – Election of Mrs KR Osar as a member of
     the Audit Committee

            For             Against           Abstain         Shares voted
        446 759 464        6 108 373          295 854          452 867 837
          98,65%             1,35%             0,05%             81,43%       1
                                               0,05%             78,46%       2


10. Ordinary resolution number 4.5 – Election of Mr RJAM Renders as a
    member of the Audit Committee

            For             Against           Abstain         Shares voted
        452 859 110          8 727            295 854          452 867 837
         100,00%             0,00%             0,05%             81,43%       1
                                               0,05%             78,46%       2


11. Ordinary resolution number 5 – Re-appointment of KPMG Inc. as auditors of
    Sappi for the year ending September 2018 and until the next Annual
    General Meeting of Sappi

            For             Against           Abstain         Shares voted
        413 864 267        19 780 876        19 518 548        433 645 143
          95,44%             4,56%             3,51%             77,98%       1
                                               3,38%             75,13%       2


12. Ordinary resolution number 6.1 – 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
        449 361 040        3 506 350          296 301          452 867 390
          99,23%             0,77%             0,05%             81,43%       1
                                               0,05%             78,46%       2


13. Ordinary resolution number 6.2 – 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
        447 387 085        2 692 533          3 094 073        450 069 618
          99,40%             0,60%              0,56%            80,93%       1
                                                0,54%            77,98%       2
                                                                                  Page 4 of 4

14. Ordinary resolution number 7 – Non-binding endorsement of Remuneration
    policy

             For                  Against                 Abstain           Shares voted
         447 387 560             2 550 370               3 225 761           449 937 930
           99,43%                  0,57%                   0,58%               80,91%       1
                                                           0,56%               77,96%       2


15. Ordinary resolution            number       8    –       Non-binding   endorsement     of
    Implementation report

             For                  Against                 Abstain           Shares voted
         414 427 624             35 376 959              3 359 108           449 804 583
           92,14%                  7,86%                   0,60%               80,88%       1
                                                           0,58%               77,93%       2


16. Special resolution number 1 – Increase in non-executive directors’ fees

             For                  Against                    Abstain        Shares voted
         442 006 803             10 860 616                  296 272         452 867 419
           97,60%                  2,40%                      0,05%            81,43%       1
                                                              0,05%            78,46%       2


17. Special resolution number 2 – Authority for loans or other financial
    assistance to related or inter-related companies or corporations

             For                  Against                    Abstain        Shares voted
         449 291 971             3 575 440                   296 280         452 867 411
           99,21%                  0,79%                      0,05%            81,43%       1
                                                              0,05%            78,46%       2


18. Ordinary resolution number 9 – Authority for directors to sign all
    documents and do all such things necessary to implement the above
    resolutions

             For                  Against                    Abstain        Shares voted
         452 858 272               9 631                     295 788         452 867 903
          100,00%                  0,00%                      0,05%            81,43%       1
                                                              0,05%            78,46%       2




1    Disclosed as a percentage of the voteable shares
2    Disclosed as a percentage of the total issued capital


Johannesburg


Announcement
08 February 2018

Sponsor : UBS South Africa (Pty) Ltd

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