Annual General Meeting to be held on 3 February 2016 Nampak Limited (Incorporated in the Republic of South Africa) Registration Number: 1968/008070/06 Share Code: NPK ISIN: ZAE 000071676 (“Nampak”) Annual General Meeting to be held on 3 February 2016 - Special resolution number 3 – General authority to provide financial assistance to in terms of section 44 of the Companies Act (“the Act”) At the 48th annual general meeting (“the AGM”) of shareholders of Nampak to be held on Wednesday, 3 February 2016 at 12:00shareholders will be requested to approve Special Resolution number 3 which relates to the general authority to provide financial assistance in terms of section 44 of the Act and which is worded as follows: “RESOLVED, as a special resolution, in terms of section 44 of the Companies Act, that the company is authorised to provide at any time and from time to time during the period of 2 (two) years commencing on the date of this special resolution, any direct or indirect financial assistance by way of a loan, guarantee, the provision of security or otherwise to any person for the purpose of, or in connection with, the subscription of any option, or any securities issued or to be issued by the company or a related or inter related company, or for the purchase of any securities of the company or a related or inter –related company, provided that: - the board from time to time determines: (a) the recipient or recipients of such financial assistance; (b) the form, nature and extent of such financial assistance; and (c) the terms and conditions under which such financial assistance is provided; - the board may not authorise the company to provide financial assistance pursuant to this special resolution unless the board meets all those requirements of section 44 Of the Companies Act which it is required to meet in order to authorise the company to provide such financial assistance.” A number of shareholders have indicated their intention to vote against Special Resolution no.3 on the grounds that the authority granted to the company to provide financial assistance to “any person“ is too wide, but that the resolution would be acceptable if the authority granted to the company is limited to providing financial assistance to related or inter-related companies. It is Nampak’s intention to use the authority sought in terms of Special Resolution no.3 only to provide financial assistance to related or inter related companies and not to any other persons or parties. Nampak accordingly gives shareholders the undertaking that in the event that Special Resolution no.3 is passed at the AGM, the authority thereby granted to the company will be used solely for the purpose of providing financial assistance to related or inter-related companies. Sandton 27 January 2016 Sponsor: UBS South Africa (Pty) Ltd Date: 27/01/2016 09:08:00 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.