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NAMPAK/MALBAK - RESULTS OF SCHEME MEETING Nampak Limited (Incorporated in the Republic of South Africa) (Registration number 1968/008070/06) Share code: NPK ISIN: ZAE 000004933 ("Nampak") Malbak Limited (Incorporated in the Republic of South Africa) (Registration number 1946/022234/06) Share code: MLB ISIN: ZAE 000004487 ("Malbak") RESULTS OF SCHEME MEETING 1. INTRODUCTION Shareholders of Malbak are advised that, at the scheme meeting held on Monday, 5 August 2002, the scheme of arrangement in terms of section 311 of the Companies Act, 1973 (Act 61 of 1973), as amended, proposed by Nampak between Malbak and its shareholders other than Kohler Packaging Limited ("the Scheme") was approved by the requisite majority of Malbak shareholders. 2. CONDITIONS PRECEDENT The implementation of the Scheme is still subject to the fulfilment of the following conditions precedent: - the sanctioning of the Scheme by the High Court of South Africa (Witwatersrand Local Division) ("the Court"); and - the registration of the Order of Court sanctioning the Scheme by the Registrar of Companies. A further announcement will be published in the press on Monday, 26 August 2002 detailing the results of the mix and match election and any remaining conditions precedent that have not been fulfilled. 3. SALIENT DATES Application will be made to the Court for sanctioning of the Scheme at 10:00 on Tuesday, 13 August 2002 or as soon thereafter as Counsel may be heard. Subject to the fulfilment of the remaining conditions precedent as detailed above: - the Committee of the JSE Securities Exchange South Africa ("the JSE") has granted approval for the suspension of the listing of Malbak shares with effect from the commencement of trade on Monday, 19 August 2002 and the termination of the listing of Malbak shares with effect from the commencement of trade on Tuesday, 27 August 2002; - the Committee of the JSE has granted approval for the listing of the Nampak consideration shares with effect from the commencement of trade on Monday, 19 August 2002; - the Scheme will become operative on Monday, 26 August 2002 ("the Operative Date"); and - the consideration of 26.92 Nampak shares, credited as fully paid up, and R60.00 in cash for every 100 Malbak shares held ("the Scheme Consideration") will be paid to all Malbak shareholders registered as such at the close of business on Friday, 23 August 2002 ("the Scheme Participants"), as set out below. Malbak shareholders will be entitled (subject to availability), in terms of the mix and match election, to vary the proportions in which they receive Nampak shares forming part of the Scheme Consideration. The Nampak share price for the purposes of the mix and match election is R13.44, being the volume weighted average closing price of a Nampak share on the JSE for the period 11 July 2002 to 2 August 2002. The last date for the receipt of the mix and match elections is by 16:00 on Wednesday, 21 August 2002. 4. SURRENDER OF DOCUMENTS OF TITLE AND SETTLEMENT OF SCHEME CONSIDERATION In order to receive the Scheme Consideration, certificated Scheme Participants are required to surrender their share certificates or other documents of title in respect of Malbak shares ("documents of title"), as soon as possible, to Malbak`s transfer secretaries, Computershare Investor Services Limited, 7th Floor, 11 Diagonal Street, Johannesburg (PO Box 1053, Johannesburg, 2000) ("the Transfer Secretaries"). A form of surrender for this purpose was included in the circular sent to Malbak shareholders on Thursday, 11 July 2002. To further assist certificated Scheme Participants, a circular containing a form of surrender will be sent on or about the Operative Date. Certificated Scheme Participants will, depending on the instructions provided by them to the Transfer Secretaries, have the Scheme Consideration posted to them, at the risk of the Scheme Participants concerned, or be entitled to collect the Scheme Consideration on the Operative Date or within five business days of receipt of their documents of title by the Transfer Secretaries, whichever is the later. Dematerialised Scheme Participants will have their Malbak shares transferred and the Scheme Consideration credited to them in terms of the custody agreement entered into between the dematerialised Scheme Participants and their Central Securities Depository Participants or stockbrokers. No dematerialisation or rematerialisation of Malbak shares will take place after Friday, 16 August 2002. Johannesburg 5 August 2002 Financial adviser to Nampak UBS Warburg UBS Warburg Corporate Finance (South Africa) (Pty) Ltd A financial service group of UBS AG (Registration number 1994/008363/07) Sponsor to Nampak UBS Warburg UBS Warburg Securities (South africa) (Pty) Ltd A financial service group of UBS AG (Member of the JSE Securities Exchange South Africa) (Registration number 1995/011140/07) Legal adviser to Nampak BOWMAN GILFILLAN INC. Reg. no. 1998/021409/21 Independent reporting accountants Deloitte & Touche Chartered Accountants (SA) Registered accountants and auditors Financial adviser and transactional sponsor to Malbak SG HAMBROS SOUTH AFRICA Sponsor to Malbak RAND MERCHANT BANK A division of FirstRand Bank Limited CORPORATE FINANCE Legal adviser to Malbak CLIFFE DEKKER Legal adviser to SGHambros South Africa TABACKS Date: 05/08/2002 04:20:00 PM Supplied by www.sharenet.co.za Produced by the JSE SENS Department
