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NAMPAK LIMITED / MALBAK LIMITED - RESULTS OF MIX AND MATCH ELECTION 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 MIX AND MATCH ELECTION 1. INTRODUCTION Shareholders of Malbak are advised that the mix and match election in relation to 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") has closed. In terms of the Scheme, Malbak shareholders recorded in the register on Friday, 23 August 2002, (the "Record Date") ("Scheme Participants") are entitled to receive 26.92 Nampak shares, credited as fully paid up, and R60.00 in cash for every 100 Malbak shares held on the Record Date (the "Scheme Consideration"). In terms of the mix and match election, Malbak shareholders were entitled to elect either to: - increase the number of Nampak shares forming part of the Scheme Consideration by electing to receive the entire cash portion of the Scheme Consideration in additional Nampak shares; or - increase the cash portion of the Scheme Consideration by electing to receive the entire number of Nampak shares forming part of the Scheme Consideration in the form of an additional sum in cash. However, mix and match elections would be given only to the extent that Nampak shares or cash are available to satisfy such elections as a result of off-setting elections by other Malbak shareholders. 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 Securities Exchange South Africa ("JSE") for the period 11 July 2002 to 2 August 2002. 2. RESULTS OF MIX AND MATCH ELECTION Valid elections for additional Nampak shares under the mix and match election have been received in respect of 3 805 357 Malbak shares and valid elections for additional cash have been received in respect of 376 023 501 Malbak shares. Valid elections under the mix and match election for additional Nampak shares will be satisfied in full. Malbak shareholders who have made such an election will therefore be entitled to receive 31.38428 Nampak shares, credited as fully paid up, for every 100 Malbak shares held on the Record Date. Valid elections under the mix and match election for additional cash have been allocated on a pro rata basis to the extent that there was cash available to satisfy such elections. Malbak shareholders who have made such an election will therefore be entitled to receive 26.87482 Nampak shares, credited as fully paid up, and R60.60720 in cash for every 100 Malbak shares held on the Record Date. 3. SALIENT DATES AND STOCK EXCHANGE LISTING The Scheme will become operative on Monday, 26 August 2002 (the "Operative Date") and the listing of Malbak shares on the JSE will be terminated with effect from the commencement of trade on Tuesday, 27 August 2002. 4. SCHEME CONSIDERATION AND SURRENDER OF DOCUMENTS OF TITLE The Scheme Consideration will be sent (or available for collection depending on the election made by shareholders) to certificated Scheme Participants who have already surrendered their documents of title on or by Friday, 23 August 2002, or within five business days of the receipt of the documents of title by the transfer secretaries of Malbak, Computershare Investor Services Limited, 7th Floor, 11 Diagonal Street, Johannesburg (PO Box 1053, Johannesburg, 2000) (the "Transfer Secretaries"). Dematerialised Scheme Participants will have their Malbak holdings transferred and the Scheme Consideration credited to them in terms of the custody agreement entered into between the dematerialised Scheme Participants and their Central Security Depository Participants or stockbrokers on Monday, 26 August 2002 and therefore need not take any further action. Scheme Participants who have not already done so should surrender their documents of title as soon as possible to the Transfer Secretaries. The Scheme Consideration will not be sent to or made available for collection by Scheme Participants unless and until documents of title in respect of the relevant Malbak shares have been surrendered to the Transfer Secretaries. A form of surrender for documents of title was attached to the circular dated Thursday, 11 July 2002 sent to Malbak shareholders, copies of which are available at the registered offices of Malbak (4 Pybus Road, Wierda Valley, Sandton) or the Transfer Secretaries during normal business hours. To further assist Scheme Participants, a circular containing an additional form of surrender will be sent on or about the Operative Date. Johannesburg 23 August 2002 Financial adviser to Nampak UBS Warburg UBSWarburg Corporate Finance (South Africa) (Pty)Ltd A financial services group of UBSAG (Registration number 1994/008363/07) Financial adviser and transactional sponsor to Malbak SGHAMBROS SOUTH AFRICA Sponsor to Nampak UBSWarburg UBSWarburg Securities (South Africa) (Pty)Ltd A financial services group of UBSAG (Member of the JSESecurities Exchange South Africa) (Registration number 1995/011140/07) Sponsor to Malbak RAND MERCHANT BANK A division of FirstRand Limited CORPORATE FINANCE Legal adviser to Nampak BOWMAN GILFILLAN BOWMAN GILFILLAN INC. Reg. no. 1998/021409/21 Legal adviser to Malbak CLIFFE DEKKER Independent reporting accountants Deloitte &Touche Deloitte & Touche Chartered Accountants (SA) Registered accountants and auditor Legal adviser to SGHambros South Africa TABACKS Date: 23/08/2002 05:15:18 PM Supplied by www.sharenet.co.za Produced by the JSE SENS Department
