Notice of annual general meeting

Notice is hereby given that the 49th annual general meeting of shareholders of Nampak Ltd will be held in The Forum at The Campus, Wanderers Building, 57 Sloane Street, Bryanston, 2021, South Africa on Wednesday, 1 February 2017 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 Friday, 2 December 2016.

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, 27 January 2017. Accordingly, the last date to trade in order to be registered in the company’s register of shareholders is Tuesday, 24 January 2017.

Presentation of annual financial statements

The consolidated audited annual financial statements of the company and of the group, for the year ended 30 September 2016, 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 (as amended) (the Companies Act).

Report of the social, ethics and transformation committee

In accordance with Companies Regulation 43(5)(c), issued in terms of the Companies Act, the chairman of the social, ethics and transformation committee will table a report to shareholders, as contained in the integrated report, at the annual general meeting. The full report is available on the website with a summary included here.

Percentage voting rights

Ordinary resolutions 1 to 9 require a minimum of 50% plus 1 vote of the voting rights cast in order for the resolutions to be adopted:

Ordinary resolution number 1 – re-election of retiring director

“RESOLVED that Mr RC Andersen, 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 2 – re-election of retiring director

“RESOLVED that Professor PM Madi, 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 NV Lila, 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 – 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 2017 as the individual registered auditor of Deloitte & Touche.”

Ordinary resolution number 6 – 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 and chairman of the audit committee until the next annual general meeting of the company.”

Ordinary resolution number 7 – 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 8 – appointment of a member of the audit committee

“RESOLVED that Mrs IN 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.”

Following the decision of Mrs Molope to step down on 1 February 2017, the board has recommended that the remaining three members of the audit committee be re-elected by shareholders. A communication will be sent to shareholders in due course about the election of a fourth member to the committee.

* Brief biographies of the directors named in resolutions 1 to 4 and 6 to 8 above, appear here.

Ordinary resolution number 9 – 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 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 2016 to 30 September 2017, be approved as follows:

    Proposed fees                                   Current fees
Board/committee Base fee per annum (rand) Fee per meeting for attendance (rand) Number of formal meetings scheduled per annum (rand) Total proposed fee per annum (rand) Total fee per annum (rand)
Non-executive chairman1       1 767 450 1 667 400
Non-executive director 174 200 18 300 5 265 700 250 700
Chairman of the audit committee 158 150 37 700 3 271 250 255 900
Member of the audit committee 94 250 17 000 3 145 250 137 000
Chairman of the nomination committee          
Member of the nomination committee 56 850 6 300 2 69 450 65 500
Chairman of the investment committee2 157 200 15 100      
Member of the investment committee2 78 000 8 800      
Chairman of the remuneration committee 157 200 15 100 2 187 400 176 800
Member of the remuneration committee 78 000 8 800 2 95 600 90 200
Chairman of the risk and sustainability committee 157 200 15 100 2 187 400 176 800
Member of the risk and sustainability committee 78 000 8 800 2 95 600 90 200
Chairman of the social, ethics and transformation committee 157 200 15 100 2 187 400 176 800
Member of the social, ethics and transformation committee 78 000 8 800 2 95 600 90 200

1

Single fee for the role of non-executive chairman and participation in sub-committee meetings, including fee for chairing nomination committee.

2

Fees paid only when investment committee meetings are required.

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, 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
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 counterparty;
(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.

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.

Share capital
  Authorised Issued
  Number of shares R million Number of shares R million
Ordinary shares of 5 cents each 776 857 200 38.9 688 668 338 34.4
6.5% cumulative preference shares of R2 each 100 000 0.2 100 000 0.2
6% cumulative preference shares of R2 each 400 000 0.8 400 000 0.8
Redeemable preference shares of 5 cents each 100
    39.9   35.4

The issued ordinary share capital includes 48 784 062 treasury shares of which 3 713 207 are held by the Nampak Black Management Trust.

Share premium as at 30 September 2016: R250.7 million.

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

(i) Directors and management
(ii) Major shareholders
(iii) There have been no material changes since 30 September 2016
(iv) Share capital of the company
(v) 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 here of the integrated 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, 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 (which includes lending money, guaranteeing a loan or other obligation, and securing any debt or obligation) 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;
  2. 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;”

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, 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 it 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, 30 January 2017. 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.
  2. 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.
  3. 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.
  4. 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.
  5. 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. 6. Attention is also drawn to the notes to the form of proxy. The completion of a form of proxy does not preclude any shareholder from 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 Friday, 27 January 2017 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
20 December 2016

Nampak Ltd
Nampak House
Hampton Office Park
20 Georgian Crescent East
Bryanston, Sandton
2191
Republic of South Africa