Disposal of Paper Business Nampak Limited (Incorporated in the Republic of South Africa) Registration number: 1968/008070/06 Share code: NPK ISIN: ZAE000071676 (“Nampak” or “the Company” or “the Group”) CATEGORY 2 TRANSACTION ANNOUNCEMENT: DISPOSAL OF PAPER BUSINESSSES IN SOUTH AFRICA 1. Introduction Nampak shareholders are advised that Nampak has entered into an agreement with Ethos Private Equity Proprietary Limited on behalf of Ethos Fund V1 (“Ethos”), in terms of which Nampak will sell to Ethos in one, indivisible transaction its Corrugated, Sacks and Tissue divisions (excluding the Group’s shareholding in Sancella (Pty) Ltd and its Recycling business ) (“the Transaction”). 2. Description of the Businesses Nampak’s Corrugated division manufactures recycled container board and corrugated packaging products. Nampak’s Sacks division manufactures paper sacks and bags. Nampak’s Tissue division manufactures a range of tissue paper products, including toilet tissue paper, facial tissues and roller towels. 3. Rationale for the Transaction The Transaction is a further step in the implementation of Nampak’s stated strategy of focusing on core product segments, namely metals, glass and plastic and its investment in these core businesses in South Africa and the rest of Africa. 4. Purchase Consideration The consideration payable for the Transaction is R1.575 billion, to be paid in cash on the effective date of the Transaction. Nampak intends to invest the proceeds of the Transaction mainly in strategic growth opportunities in the rest of Africa. 5. Conditions Precedent The Transaction is subject to various conditions precedent to be fulfilled by dates to be agreed, including: 5.1. approval in writing being granted to Nampak by the Financial Surveillance Department of the South African Reserve Bank regarding the sale of Nampak’s shareholding in Nampak Corrugated Swaziland Proprietary Limited to Ethos; 5.2. approval of the Transaction being granted by the competition authorities in South Africa; and 5.3. all other regulatory approvals, consents and other exemptions necessary in respect of the Transaction being granted. 6. Representations and warranties The sale and purchase agreement includes representations and warranties usual for a transaction of this nature. 7. Value of Net Assets The value of the net assets that are the subject of the Transaction as at 31 March 2014 was R1.969 billion prior to the impairment referred to in paragraph 11 below. 8. Profits Attributable to Net Assets The profit after tax attributable to the net assets that are the subject of the Transaction for the year ended 30 September 2014 was R133.8 million. 9. Effective Date of the Transaction Subject to fulfilment of the conditions precedent, Nampak expects the Transaction to close in the second quarter of the 2015 financial year. 10. Categorisation of the Transaction The Transaction is classified as a Category 2 transaction in terms of the Listings Requirements of the JSE Limited. 11. Additional Information The businesses which are the subject of the Transaction have not been classified as held for sale in the financial statements for the year ended 30 September 2014, since the sale of the businesses was not highly probable at that date. The value of the consideration payable for the transaction is below the carrying value of the net assets of the businesses at 30 September 2014. As a result it has become necessary to effect an impairment of approximately R394 million which has been accounted for in the results for the financial year ended 30 September 2014. The above information has not been reviewed or reported on by the Company’s external auditors. 12. Withdrawal of cautionary announcement Following this announcement the cautionary announcement issued on 11 November 2014 is withdrawn. As a result caution is no longer required to be exercised by shareholders when dealing in their securities. Sandton 20 November 2014 Sponsor: UBS (South Africa) (Pty) Ltd Date: 20/11/2014 02:07:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.