Nampak Bee Transaction – Share Repurchase From Red Coral Investments 23 (Pty) Ltd (“Red Coral”) Nampak Limited (Incorporated in the Republic of South Africa) Registration number: 1968/008070/06) ISIN: ZAE000071676 Share code: NPK (“Nampak” or “the Company”) NAMPAK BEE TRANSACTION – SHARE REPURCHASE FROM RED CORAL INVESTMENTS 23 (PTY) LTD (“Red Coral”) 1. Introduction In October 2005 Nampak concluded a Black Economic Empowerment (“BEE”) transaction with Red Coral in terms of which Red Coral acquired a 4.5% shareholding in Nampak. As part of the transaction Red Coral granted Nampak an option to repurchase a formula determined number of ordinary shares held by Red Coral in Nampak at a price of 5 cents per share, being the par value of the Nampak shares at that time (“the Nampak Repurchase Option”), exercisable ten years after the BEE transaction was concluded. 2. Terms of the specific repurchase Application of the formula has determined that 14 969 114 shares are the subject of the Nampak Repurchase Option, for which the purchase price payable to Red Coral is R748 455.70. The Nampak Repurchase Option has been exercised and the repurchase and transfer of the shares will take place on 27 November 2015. Shareholder approval for the repurchase of the shares was obtained at the annual general meeting held in September 2005, at which shareholders approved the BEE transaction and passed a special resolution authorising Nampak to repurchase the shares from Red Coral in terms of the Nampak Repurchase Option. Red Coral acquired a total of 31 857 195 shares in Nampak in October 2005. 6 665 802 shares have been sold by Red Coral to redeem the preference shares issued to funders of part of the acquisition costs, while 14 969 114 shares will be acquired by Nampak. The balance of 10 222 279 shares will be retained by Red Coral for its own benefit. 3. The impact of the specific repurchase on financial information The impact of the specific repurchase has been investigated and the board has confirmed that the implementation of the specific repurchase will have no impact on the financial information of Nampak, other than reducing the share capital of the company and cash resources. The specific repurchase will be done from available cash reserves. Application will be made to the JSE to delist the shares, which will then be cancelled. Nampak’s issued ordinary shares will decrease by 14 969 114 ordinary shares and after the specific repurchase, Nampak’s total issued ordinary shares will be 687 527 541. 4. Opinion of the directors 4.1. The directors of the Company have satisfied themselves, after considering the effect of the repurchase, that: 4.1.1. the provisions of section 4 and 48 of the Companies Act No. 71 of 2008 have been complied with, 4.1.2. the Company and the Nampak Group will be able in the ordinary course of business to pay their debts for a period of 12 months after completion of the repurchase; 4.1.3. the assets of the Company and the Nampak Group will be in excess of the liabilities of the Company and the Nampak Group for a period of 12 months after completion of the repurchase; 4.1.4. the share capital and reserves of the Company and the Nampak Group will be adequate for ordinary business purposes for a period of 12 months after the date of completion of the repurchase; and 4.1.5. the working capital of the Company and the Nampak Group will be adequate for ordinary business purposes for a period of 12 months after completion of the repurchase. By order of the board N P O’Brien, Secretary Sandton 27 November 2015 Sponsor: UBS (South Africa) (Pty) Limited Date: 27/11/2015 04:05:00 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.