NAMPAK LIMITED - Annual General Meeting to be held on 3 February 2016

Annual General Meeting to be held on 3 February 2016

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


Annual General Meeting to be held on 3 February 2016 - Special
resolution number 3 – General authority to provide financial assistance
to in terms of section 44 of the Companies Act (“the Act”)

At the 48th annual general meeting (“the AGM”) of shareholders of Nampak
to be held on Wednesday, 3 February 2016 at 12:00shareholders will be
requested to approve Special Resolution number 3 which relates to the
general authority to provide financial assistance in terms of section
44 of the Act and which is worded as follows:

“RESOLVED, as a special resolution, in terms of section 44 of the
Companies Act, that the company is authorised to provide at any time
and from time to time during the period of 2 (two) years commencing on
the date of this special resolution, any direct or indirect financial
assistance by way of a loan, guarantee, the provision of security or
otherwise to any person for the purpose of, or in connection with, the
subscription of any option, or any securities issued or to be issued by
the company or a related or inter related company, or for the purchase
of any securities of the company or a related or inter –related
company, provided that:

  -   the board from time to time determines: (a) the recipient or
      recipients of such financial assistance; (b) the form, nature and
      extent of such financial assistance; and (c) the terms and
      conditions under which such financial assistance is provided;
  -   the board may not authorise the company to provide financial
      assistance pursuant to this special resolution unless the board
      meets all those requirements of section 44 Of the Companies Act
      which it is required to meet in order to authorise the company to
      provide such financial assistance.”
 
 A number of shareholders have indicated their intention to vote
 against Special Resolution no.3 on the grounds that the authority
 granted to the company to provide financial assistance to “any person“
 is too wide, but that the resolution would be acceptable if the
 authority granted to the company is limited to providing financial
 assistance to related or inter-related companies.

 It is Nampak’s intention to use the authority sought in terms of
 Special Resolution no.3 only to provide financial assistance to
 related or inter related companies and not to any other persons or
 parties. Nampak accordingly gives shareholders the undertaking that in
 the event that Special Resolution no.3 is passed at the AGM, the
 authority thereby granted to the company will be used solely for the
 purpose of providing financial assistance to related or inter-related
 companies.


Sandton
27 January 2016

Sponsor:
UBS South Africa (Pty) Ltd

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