NAMPAK LIMITED — AGM Information 2015

Feb 9, 2015

Nampak Ltd

Notice is hereby given that the 47th annual general meeting of shareholders of Nampak Ltd will be held in the Emthonjeni Room, situated on the first floor of Nampak Centre, 114 Dennis Road, Atholl Gardens, Sandton, South Africa on Wednesday, 4 February 2015 at 12:00 for the purpose of considering and, if deemed fit, passing with or without modification, the ordinary and special resolutions set out below.

The record date for purposes of determining which shareholders are entitled to receive this notice is Monday, 5 December 2014.

The record date for shareholders to be recorded in the securities register of the company in order to be able to attend, participate and vote at the annual general meeting, is Friday, 30 January 2015. Accordingly, the last date to trade in order to be registered in the company's register of shareholders is Friday, 23 January 2015.

Presentation of annual financial statements

The consolidated audited annual financial statements of the company and of the group, for the year ended 30 September 2014, incorporating the directors' report, the audit committee report and the auditor's report, have been distributed as required and will be presented to shareholders as required in terms of section 30(3)(d) of the Companies Act, No 71 of 2008.

Report of the social, ethics and transformation committee

In accordance with Companies Regulation 43(5)(c), issued in terms of the Companies Act, No 71 of 2008, the chairman of the social, ethics and transformation committee will table a report to shareholders, as contained in the integrated annual report, at the annual general meeting.

Percentage voting rights

Ordinary resolutions 1 to 11 require a minimum of 50% plus one vote of the voting rights cast in order for the resolutions to be adopted:

Ordinary resolution number 1 – confirmation of the appointment of a director – NV Lila*

"RESOLVED that, in terms of the company's memorandum of incorporation, the appointment of Ms NV Lila as an independent, non-executive director of the company on 1 March 2014 is hereby confirmed."

Ordinary resolution number 2 – re-election of retiring director*

"RESOLVED that Mrs CWN Molope, who is required to retire by rotation as a director of the company in terms of the company's memorandum of incorporation and who is eligible and available for re-election, be and he is hereby re-elected as an independent, non-executive director of the company."

Ordinary resolution number 3 – re-election of retiring director*

"RESOLVED that Ms DC Moephuli, who is required to retire by rotation as a director of the company in terms of the company's memorandum of incorporation and who is eligible and available for re-election, be and she is hereby re-elected as an independent, non-executive director of the company."

Ordinary resolution number 4 – re-election of retiring director*

"RESOLVED that Mr PM Surgey, who is required to retire by rotation as a director of the company in terms of the company's memorandum of incorporation and who is eligible and available for re-election, be and he is hereby re-elected as an independent, non-executive director of the company."

Ordinary resolution number 5 – re-election of retiring director*

"RESOLVED that Mr FV Tshiqi, who is required to retire by rotation as a director of the company in terms of the company's memorandum of incorporation and who is eligible and available for re-election, be and he is hereby re-elected as an executive director of the company."

Ordinary resolution number 6 – appointment of external auditors

"RESOLVED that Deloitte & Touche be appointed as the company's external auditors, as nominated by the company's audit committee, until the next annual general meeting and noted that Mr Trushar Kalan will undertake the audit during the financial year ending 30 September 2015 as the individual registered auditor of Deloitte & Touche."

Ordinary resolution number 7 – appointment of a member and chairman of the audit committee*

"RESOLVED that Mrs CWN Molope, an independent, non-executive director of the company, be and she is hereby appointed a member and chairman of the audit committee until the next annual general meeting of the company."

Ordinary resolution number 8 – appointment of a member of the audit committee*

"RESOLVED that Mr RC Andersen, an independent, non-executive director of the company, be and he is hereby appointed a member of the audit committee until the next annual general meeting of the company."

Ordinary resolution number 9 – appointment of a member of the audit committee*

"RESOLVED that Ms NV Lila, an independent, non-executive director of the company, be and she is hereby appointed a member of the audit committee until the next annual general meeting of the company."

Ordinary resolution number 10 – appointment of a member of the audit committee*

"RESOLVED that Ms I Mkhari, an independent, non-executive director of the company, be and she is hereby appointed a member of the audit committee until the next annual general meeting of the company."

*Brief biographies of the directors named in resolutions 1 to 5 and 7 to 10 above, appear on pages 10, 11 and 12 of the integrated annual report.

Ordinary resolution number 11 – confirmation of the group's remuneration policy

"RESOLVED that as a non-binding advisory vote, the group's remuneration policy as set out in the remuneration report on pages 79 to 96 of the integrated annual report be and is hereby confirmed."

Percentage voting rights

The following special resolutions require a minimum of 75% of the voting rights cast in order for the resolutions to be adopted:

Special resolution number 1 – non-executive directors' fees

"RESOLVED that on the recommendation of the remuneration committee, the annual fees payable to the non-executive directors of the company for the 12 months from 1 October 2014 to 30 September 2015, be approved as follows:

Board/committee	Base feeper annum(rand)	Fee permeetingfor attendance(rand)	Numberof formalmeetingsestimatedper annum	Total proposedfee perannum(rand)	Total feeper annumprior year(rand)
		Single fee for role of
Non-executive chairman*	1 580 500	chairman and participation insub-committee meetings†		1 580 500	1 484 000
Non-executive directors**	155 780	16 370	5	237 630	238 500
Chairman of the audit committee**	141 200	33 800	3	242 600	227 900
Member of the audit committee**	84 080	15 240	3	129 800	121 900
Member of the nomination committee**	50 810	5 645	2	62 100	58 300
Chairman of the investment committee	140 650	13 500	Fees paid only when investment committeemeetings are required
Member of the investment committee	69 700	7 900
Chairman of the remuneration committee**	140 650	13 500	2	167 650	157 410
Member of the remuneration committee**	69 700	7 900	2	85 500	80 280
Chairman of the risk and sustainability committee**	140 650	13 500	2	167 650	157 410
Member of the risk and sustainability committee**	69 700	7 900	2	85 500	80 280
Chairman of the social, ethics and transformationcommittee**	140 650	13 500	2	167 650	157 410
Member of the social, ethics and transformationcommittee**	69 700	7 900	2	85 500	80 280

* Fees are paid monthly in arrears.

** Fees are paid quarterly in arrears.

† Includes fees for chairing the nomination committee.

Reason and effect

The reason for and effect of special resolution number 1 is to grant the company the authority to pay fees to its non-executive directors for their services as directors.

Special resolution number 2 – general authority to repurchase company shares

"RESOLVED that subject to compliance with the requirements of the JSE Limited and the Companies Act, No 71 of 2008, the company or any of its subsidiaries be and they are hereby granted a general authority to acquire, by purchase on the JSE, ordinary shares issued by the company provided that:

• (i) the number of ordinary shares acquired in any one financial year shall not exceed 20% of the ordinary shares in issue at the date on which this resolution is passed;
• (ii) this authority shall lapse on the earlier of the date of the next annual general meeting of the company or the date 15 months after the date on which this resolution is passed;
• (iii) the price paid per ordinary share may not be greater than 10% above the weighted average of the market value of the ordinary shares for the five business days immediately preceding the date on which a purchase is made; and
• (iv) the number of shares purchased by subsidiaries of the company shall not exceed 10% in the aggregate of the number of issued shares in the company at the relevant times."

Reason and effect

128

The reason and effect for special resolution number 2 is to grant the company a general authority to allow it or any of its subsidiaries, if the directors of the company deem it appropriate in the interests of the company, to acquire by purchase on the JSE ordinary shares issued by the company subject to the restrictions contained in the above resolution. Such purchases:

• (i) may not in any financial year exceed 20% of the company's ordinary shares in issue at the date of passing the above resolution;
• (ii) must be effected through the order book operated by the JSE trading system and done without any prior understanding or arrangement between the company and the counter party;
• (iii) may not be made at prices in excess of 10% above the weighted average of the market value of the ordinary shares for the five days preceding the date of purchase;
• (iv) must comply with the requirements of the JSE; and
• (v) if made by a subsidiary or subsidiaries may not exceed 10% in the aggregate of the issued shares in the company.

The general authority granted by this special resolution will lapse on the earlier of the date of the next annual general meeting of the company or the date 15 months after the date on which this resolution was passed.

This authority will only be used if the circumstances are appropriate and ordinary shares will be purchased on the JSE.

The directors, after considering the effect of a repurchase of up to 20% of the company's issued ordinary shares, are of the opinion that if such repurchase is implemented:

• (i) the company and its subsidiaries will be able to pay their debts in the ordinary course of business for a period of 12 months after the date of this notice;
• (ii) recognised and measured in accordance with the accounting policies used in the latest audited annual group financial statements, the assets of the company and its subsidiaries will exceed the liabilities of the company and its subsidiaries for a period of 12 months after the date of this notice;
• (iii) the ordinary capital and reserves of the company and its subsidiaries will be adequate for the purposes of the business of the company and its subsidiaries for the period of 12 months after the date of this notice; and
• (iv) the working capital of the company and its subsidiaries will be adequate for the purposes of the business of the company and its subsidiaries for the period of 12 months after the date of this notice.

The company will ensure that its sponsor will provide the necessary letter on the adequacy of the working capital in terms of the JSE Listings Requirements, prior to the commencement of any purchase of the company's shares on the open market.

In terms of the JSE Listings Requirements for special resolution number 2, the following general information is included in the integrated annual report:

• (i) Directors and management (pages 10 to 13).
• (ii) Major shareholders (page 133).
• (iii) There have been no material changes since 30 September 2014.
• (iv) Directors' interests in securities (page 105).
• (v) Share capital of the company (page 102).
• (vi) The company is not party to any material litigation nor is it aware of any pending material litigation to which it may become a party.

The directors, whose names appear on pages 10 to 12 of the integrated annual report, collectively and individually accept full responsibility for the accuracy of the information given and certify that to the best of their knowledge and belief there are no facts that have been omitted which would make any statement false or misleading, and that all reasonable enquiries to ascertain such facts have been made and that the circular (the notice of the annual general meeting) contains all information required by law and the JSE Listings Requirements.

Special resolution number 3 – Financial assistance to related or inter-related companies or corporations

"RESOLVED, as a special resolution, in terms of section 45 of the Companies Act, No 71 of 2008, that the company provides 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 as contemplated in such section of the Companies Act to any 1 (one) or more related or inter-related companies or corporations of the company and/or to any 1 (one) or more members of any such related or inter-related company or corporation and/or to any 1 (one) or more persons related to any such company or corporation, provided that:

• 1. 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;
• 1. the board may not authorise the company to provide any financial assistance pursuant to this special resolution unless the board meets all those requirements of section 45 of the Companies Act which it is required to meet in order to authorise the company to provide such financial assistance;
• 1. such financial assistance to a recipient thereof is, in the opinion of the board, required for the purpose of: (a) meeting all or any of such recipient's operating expenses (including capital expenditure); and/or (b) funding the growth, expansion, reorganisation or restructuring of the businesses or operations of such recipient and/or (c) funding such recipient for any other purpose which in the opinion of the board is directly or indirectly in the interests of the company."

Reason and effect

The main reason for special resolution number 3 is to authorise the directors, if they deem it appropriate in the interests of the company, to provide financial assistance to related or inter-related companies and/or to any one or more members of any such related or inter-related companies subject to the restrictions contained in the above resolution.

The effect of special resolution number 3 will be to ensure that Nampak's subsidiaries and other related and inter-related companies and corporations have access to financing and/or financial backing from Nampak.

Identification, voting and proxies

Ordinary shareholders are entitled to attend, speak and vote at the annual general meeting.

In terms of section 63(1) of the Companies Act, No 71 of 2008, any person attending or participating in the general meeting must present reasonably satisfactory identification and the person presiding at the annual general meeting must be reasonably satisfied that the right of any person to participate in and vote (whether as a shareholder or as a proxy for a shareholder) has been reasonably verified.

In accordance with the company's memorandum of incorporation, voting shall be by ballot only.

Shareholders holding dematerialised shares, but not in their own name, must furnish their Central Securities Depository Participant (CSDP) or broker with their instructions for voting at the annual general meeting. If your CSDP or broker, as the case may be, does not obtain instructions from you, it will be obliged to act in accordance with your mandate furnished to it, or if the mandate is silent in this regard, complete the attached form of proxy.

Unless you advise your CSDP or broker, in terms of the agreement between you and your CSDP or broker by the cut-off time stipulated therein, that you wish to attend the general meeting or send a proxy to represent you at this general meeting, your CSDP or broker will assume that you do not wish to attend the general meeting or send a proxy.

If you wish to attend the annual general meeting or send a proxy, you must request your CSDP or broker to issue the necessary letter of authority to you. Shareholders holding dematerialised shares, and who are unable to attend the annual general meeting and wish to be represented thereat, must complete the attached form of proxy in accordance with the instructions therein and lodge it with or post to the share registrar.

Forms of proxy must be dated and signed by the shareholder appointing a proxy and should be forwarded to reach the share registrar by no later than 12:00 on Monday, 2 February 2015. Before a proxy exercises any rights of a shareholder at the annual general meeting, such form of proxy must be so delivered.

In compliance with the provisions of section 58(8)(b)(i) of the Companies Act, a summary of the rights of a shareholder to be represented by proxy, as set out in section 58 of the Companies Act, is set out below:

• 1. An ordinary shareholder entitled to attend and vote at the annual general meeting may appoint any individual as a proxy to attend, participate in and vote at the annual general meeting in the place of the shareholder. A proxy need not be a shareholder of the company. A proxy appointment must be in writing, dated and signed by the shareholder appointing a proxy, and, subject to the rights of a shareholder to revoke such appointment (as set out below), remains valid only until the end of the annual general meeting.
• 1. A proxy may delegate the proxy's authority to act on behalf of a shareholder to another person, subject to any restrictions set out in the instrument appointing the proxy.
• 1. The appointment of a proxy is suspended at any time and to the extent that the shareholder who appointed such proxy chooses to act directly and in person in the exercise of any rights as a shareholder.
• 1. The appointment of a proxy is revocable by the shareholder in question cancelling it in writing and delivering a copy of the revocation instrument to the proxy and to the company. The revocation of a proxy appointment constitutes a complete and final cancellation of the proxy's authority to act on behalf of the shareholder as of the later of: (a) the date stated in the revocation instrument, if any and (b) the date on which the revocation instrument is delivered to the company as required in the first sentence of this paragraph.
• 1. If the instrument appointing the proxy has been delivered to the company, as long as that appointment remains in effect, any notice that is required by the Companies Act or the company's memorandum of incorporation to be delivered by the company to the shareholder, must be delivered by the company to: (a) the shareholder or (b) the proxy, if the shareholder has: (i) directed the company to do so in writing and (ii) paid any reasonable fee charged by the company for doing so.
• 1. Attention is also drawn to the notes to the form of proxy.
• 1. The completion of a form of proxy does not preclude any shareholder attending the annual general meeting.

Electronic communication

Shareholders or their proxies may participate in the meeting by way of telephone conference call and, if they wish to do so:

• must contact the assistant company secretary (by email at the address sipho.mahlangu2@za.nampak.com) by no later than 12:00 on 30 January 2015 in order to obtain dial-in details for the conference call;
• will be required to provide reasonably satisfactory identification; and
• will be billed separately by their own telephone service providers for their telephone call to participate in the meeting.

Voting will not be possible via electronic facilities and shareholders wishing to vote their shares will need to be represented at the meeting either in person, by proxy or by letter of representation, as provided for in the notice of the meeting.

By order of the board

NP O'Brien Company secretary 15 December 2014

Nampak Ltd

Nampak Centre 114 Dennis Road Atholl Gardens Sandton 2196 Republic of South Africa

Form of proxy

Nampak Ltd

(Incorporated in the Republic of South Africa) (Registration number: 1968/008070/06) (Share code: NPK ISIN: ZAE000071676) ("Nampak" or "the company")

FORM OF PROXY FOR USE BY CERTIFICATED SHAREHOLDERS AND "OWN NAME" DEMATERIALISED SHAREHOLDERS ONLY – 47th ANNUAL GENERAL MEETING

For use only:

• by holders of certificated shares of the company; and

• holders of dematerialised shares in the company held through a Central Securities Depository Participant (CSDP) or broker and who have selected "own name" registration;

at the annual general meeting of the company to be held in the Emthonjeni Room, situated on the first floor of Nampak Centre, 114 Dennis Road, Atholl Gardens, Sandton, South Africa on Wednesday, 4 February 2015 at 12:00 or at any adjournment thereof (the annual general meeting).

If you are a Nampak shareholder entitled to attend and vote at the annual general meeting you can appoint a proxy to attend, vote and speak in your stead. A proxy need not be a Nampak shareholder.

If you are a Nampak shareholder and have dematerialised your share certificate through a CSDP (and have not selected "own name" registration in the sub-register maintained by a CSDP), do not complete this form of proxy but instruct your CSDP to issue you with the necessary letter of representation to attend the annual general meeting, or if you do not wish to attend, provide your CSDP with your voting instructions in terms of your custody agreement entered into with them.

I/We

(Full names in BLOCK LETTERS please)
of (address)
telephone (work)	(home)
being the holder(s) of		ordinary shares in the company, hereby appoint (see note 2):
1.		or failing him/her
2.		or failing him/her

1. the chairman of the company, or failing him the chairman of the annual general meeting, as my/our proxy to attend, speak, and on a poll to vote or abstain from voting on my/our behalf at the annual general meeting which will be held for the purpose of considering and, if deemed fit, passing, with or without modification, the ordinary and special resolutions to be proposed thereat and at any adjournment thereof.

INSERT AN "X" OR THE NUMBER OF ORDINARY SHARES HELD IN THE COMPANY (see note 2)
Proposed resolutions		Against	Abstain
1. To confirm the appointment of a director – NV Lila
2. To re-elect CWN Molope
3. To re-elect DC Moephuli
4. To re-elect PM Surgey
5. To re-elect FV Tshiqi
6. To appoint the external auditors
7. To appoint CWN Molope a member of the audit committee
8. To appoint RC Andersen a member of the audit committee
9. To appoint NV Lila a member of the audit committee
10. To appoint I Mkhari a member of the audit committee
11. To confirm the group's remuneration policy
12. Special resolution number 1: to approve the fees payable to the non-executive directors
13. Special resolution number 2: to authorise the directors of the company to acquire orpurchase shares issued by the company on the JSE Limited
14. Special resolution number 3: to authorise the directors of the company to providefinancial assistance to related or inter-related companies or corporations

Note: Please indicate with an "X" in the relevant spaces above according to how you wish your votes to be cast. However, if you wish to cast your votes in respect of a lesser number of shares than you own in the company, insert the number of shares held in respect of which you wish to vote (see note 2).

Signed at	on	2014/2015
Signature

131

• 1. A shareholder is entitled to appoint one or more proxies (none of whom need be a shareholder of the company) to attend, speak and vote or abstain from voting in the place of that shareholder at the annual general meeting.
• 1. A shareholder may therefore insert the name of a proxy of the shareholder's choice in the space provided, with or without deleting the words "the chairman of the company or failing him the chairman of the annual general meeting". The person whose name appears first on this form of proxy and who is present at the annual general meeting will be entitled to act as proxy to the exclusion of those whose names follow.
• 1. A shareholder's instructions to the proxy must be indicated by the insertion of an "X" in the appropriate box. Failure to comply with the above will be deemed to authorise the chairman of the company or failing him the chairman of the annual general meeting, if the chairman is the authorised proxy, to vote in favour of the ordinary and the special resolutions at the annual general meeting, or any other proxy to vote or abstain from voting at the annual general meeting as he/she deems fit, in respect of the shareholder's total holding.
• 1. The completion and lodging of this form of proxy will not preclude a shareholder from attending the annual general meeting and speaking and voting in person thereat to the exclusion of any proxy appointed in terms hereof, should such shareholder wish to do so.
• 1. In the case of joint shareholders, the vote of the most senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint shareholders, for which purpose seniority will be determined by the order in which the names appear on the company's register of shareholders in respect of the joint holding.
• 1. If a shareholder does not indicate on this form of proxy that his/her proxy is to vote in favour of or against any ordinary resolution or special resolution or to abstain from voting, or gives contradictory instructions, or should any further resolution(s) or any amendment(s) which may properly be put before the annual general meeting be proposed, the proxy shall be entitled to vote as he/she thinks fit.
• 1. The chairman of the annual general meeting may reject or accept any form of proxy which is completed and/or received otherwise than in accordance with these notes.
• 1. Documentary evidence establishing the authority of a person signing this form of proxy in a representative capacity must be attached to this form of proxy unless previously recorded by the company's share registrar or waived by the chairman of the annual general meeting.
• 1. Any alteration or correction to this form of proxy must be initialled by the signatory/ies, other than the deletion of alternatives.
• 1. Forms of proxy must be lodged with or posted to the company, c/o Computershare Investor Services Proprietary Ltd, Ground Floor, 70 Marshall Street, Johannesburg, 2001 (PO Box 61051, Marshalltown, 2107, South Africa), to be received by no later than 12:00 on Tuesday, 3 February 2015.

Shareholders' diary

Annual general meeting 4 February 2015 Interim statement and ordinary dividend announcement for the half year ending 31 March 2015 May 2015 Group results and ordinary dividend announcement for the year ending 30 September 2015 November 2015

Dividend

Ordinary Final for the year ended 30 September 2014 To be paid on 19 January 2015 Interim for the half-year ending 31 March 2015 To be paid in July 2015

Preference

6.5% and 6% cumulative Payable twice per annum during February and August

Corporate information

Auditors

Deloitte & Touche Buildings 1 and 2, Deloitte Place The Woodlands Office Park Woodlands Drive Woodmead, Sandton

Business address and registered office

Nampak Centre 114 Dennis Road, Atholl Gardens, Sandton 2196, South Africa PO Box 784324, Sandton 2146 Telephone +27 11 719 6300 Telefax +27 11 444 4794 Website www.nampak.com

Company secretary

Neill O'Brien BProc PO Box 784324, Sandton 2146 Telephone +27 11 719 6332 neill.o'brien@za.nampak.com

Investor relations

Zanele Salman BSc (Hons), DipMM, MBA PO Box 784324, Sandton 2146 Telephone +27 11 719 6326 zanele.salman@nampak.com

Share registrar

Computershare Investor Services (Pty) Ltd 70 Marshall Street Johannesburg 2001, South Africa PO Box 61051, Marshalltown 2107 Telephone +27 11 370 5000 Telefax +27 11 370 5487

Sponsor

UBS South Africa (Pty) Ltd 64 Wierda Road East Sandton 2196, South Africa PO Box 652863, Benmore 2010 Telephone +27 11 322 7000 Telefax: +27 11 784 8280

Sustainability

Lynne Kidd BA (Hons) PO Box 784324, Sandton 2146 Telephone +27 11 719 6322 lynne.kidd@za.nampak.com

Forward-looking statements

This integrated annual report contains forward-looking statements that, unless otherwise indicated, reflect the group's expectations as at year-end. Actual results may differ materially from the group's expectations. The group cannot guarantee that any forward-looking statement will materialise and, accordingly, readers are cautioned not to place undue reliance on these. The group disclaims any intention and assumes no obligation to revise any forward-looking statement even if new information becomes available, other than as required by the JSE Listings Requirements or any other applicable regulations.