Nampak and Malbak merger - SARB approval and posting of Nampak circular

Nampak and Malbak merger - SARB approval and posting of Nampak circular         
Nampak Limited                    Malbak Limited                                
(Incorporated in the Republic of  (Incorporated in the Republic of              
South Africa)                     South Africa)                                 
Share code NPK                    Share code MLB                                
ISIN code ZAE000004933            ISIN code ZAE000004487                        
(Registration number              (Registration number                          
1968/008070/06)                   1946/022234/06)                               
("Nampak")                        ("Malbak")                                    
Nampak and Malbak merger - SARB approval and posting of Nampak                  
circular                                                                        
Further to the joint announcement dated 19th June 2002 regarding                
Competition Tribunal approval, shareholders of Nampak and Malbak are            
advised that the South African Reserve Bank ("SARB") has approved               
the merger of Nampak and Malbak (the "Transaction").                            
The implementation of the Transaction is still subject to the                   
fulfilment of the following conditions precedent:                               
- approval of the Transaction and the increase of Nampak`s                      
authorised share capital by the Nampak shareholders; and                        
- either the scheme of arrangement in terms of Section 311 of the               
Companies Act, 1973, to be proposed by Nampak between Malbak and its            
shareholders (the "Scheme") being agreed to by not less than 75% of             
the votes exercisable by Malbak shareholders present and voting                 
either in person or by proxy at the Scheme meeting, the sanctioning             
of the Scheme by the High Court of South Africa and the registration            
of the Order of Court sanctioning the Scheme by the Registrar of                
Companies; or, if the Scheme is not implemented, the substitute                 
offer in terms of Section 440 of the Companies Act, 1973 to be made             
by Nampak, being accepted by Malbak shareholders holding not less               
than 90% of the transaction shares.                                             
The circular regarding the proposed merger will be posted to Nampak             
shareholders on 8 July 2002 and the Scheme document will be posted              
to Malbak shareholders on or about 11 July 2002.                                
Johannesburg                                                                    
8 July 2002                                                                     
Financial adviser to Nampak        Financial adviser and                        
                                   transactional sponsor to Malbak              
UBS Warburg Corporate Finance      SG Hambros South Africa                      
South Africa (Pty) Ltd                                                          
A financial services group of UBS                                               
AG                                                                              
(Registration number                                                            
1994/008363/07)                                                                 
Sponsor to Nampak                  Sponsor to Malbak                            
UBS Warburg Securities South       Rand Merchant Bank                           
Africa (Pty) Ltd                                                                
A financial services group of UBS  Corporate Finance                            
AG                                                                              
(Member of the JSE Securities      A division of FirstRand Bank                 
Exchange South Africa)             Limited                                      
(Registration number                                                            
1995/011140/07)                                                                 
Legal adviser to Nampak            Legal adviser to Malbak                      
Bowman Gilfillan                   Cliffe Dekker                                
(Registration number               (Registration number                         
1998/021409/21)                    1998/018173/21)                              
Independent Reporting accountants  Legal adviser to SG Hambros                  
Deloitte & Touche                  Taback                                       
Date: 08/07/2002 08:50:00 AM Supplied by www.sharenet.co.za                     
Produced by the JSE SENS Department