NAMPAK LIMITED - Results of the annual general meeting of Nampak Limited

Results of the annual general meeting of Nampak Limited

Nampak Limited
Registration Number: 1968/008070/06
(Incorporated in the Republic of South Africa)
Share Code: NPK      ISIN: ZAE 000071676
Share Code: NPP1     ISIN: ZAE000004966
Share Code: NPKP     ISIN: ZAE000004958
LEI: 3789003820EC27C76729
(“Nampak” or “the Company”)

RESULTS OF THE ANNUAL GENERAL MEETING OF NAMPAK LIMITED

Results of the annual general meeting held on 16 February 2022
Nampak shareholders are advised that the results of the business conducted
at the annual general meeting held entirely virtually on Wednesday, 16
February 2022, are as follows:

• On Friday, 4 February 2022, the record date of the annual general
  meeting, the total number of Nampak shares in issue was 690 474 523 of
  which 645 754 736 (excluding the treasury shares) were eligible to
  vote.

• The total number of shares that were present in person or by proxy at
  the annual general meeting of the total number of Nampak shares that
  could have been voted was 441 936 269 being 68%.

1.   The consolidated audited annual financial statements of the Company
     and the Group, including the reports of the directors, external
     auditors, the Audit and Risk Committee and the Social, Ethics and
     Transformation Committee for the financial year ended 30 September
     2021 were presented.

2.   Ordinary resolution number 1: Election of retiring directors - re-
     election of SP Ridley:

            For            Against           Abstain       Shares voted
                  99.97%         0.03%             0.26%          67.33%


3.   Ordinary resolution number 2: Election of retiring directors - re-
     election of LJ Sennelo:

            For            Against           Abstain       Shares voted
                  97.68%         2.32%             0.30%          67.28%
4.   Ordinary resolution number 3: Appointment of external auditors –
     appointment of Deloitte & Touche to act as independent external
     auditor of the Company until the end of the next annual general
     meeting:

            For             Against          Abstain       Shares voted
                  93.67%          6.33%            0.26%          67.32%


5.   Ordinary resolution number 4: Appointment of members of the Audit and
     Risk Committee – appointment of N Khan:

            For             Against          Abstain       Shares voted
                  97.47%          2.53%            0.30%          67.28%


6.   Ordinary resolution number 5: Appointment of members of the Audit and
     Risk Committee – appointment of KW Mzondeki:

            For             Against          Abstain       Shares voted
                  99.94%          0.06%            0.30%          67.28%


7.   Ordinary resolution number 6: Appointment of members of the Audit and
     Risk Committee – appointment of SP Ridley:

            For             Against          Abstain       Shares voted
                  92.25%          7.75%            0.30%          67.28%


8.   Ordinary resolution number 7: Appointment of members of the Audit and
     Risk Committee – appointment of LJ Sennelo:

            For             Against          Abstain       Shares voted
                  92.22%          7.78%            0.30%          67.28%


9.   Non-binding advisory vote number 1: To endorse on an advisory basis
     the Company’s remuneration policy:

            For             Against          Abstain       Shares voted
                  71.27%         28.73%            1.91%          65.67%


10. Non-binding advisory vote number 2: To endorse on an advisory basis
    the implementation report of the Company’s remuneration policy:

            For             Against          Abstain       Shares voted
                  72.17%         27.83%            1.91%          65.67%
11. Special resolution number 1: Approval of non-executive directors’
    remuneration:

           For             Against          Abstain       Shares voted
                 99.38%          0.62%            1.95%          65.63%


12. Special resolution number 2: Financial assistance in terms of section
    45 of the Companies Act to any related or inter-related company or
    corporation of the Company:

           For             Against          Abstain       Shares voted
                 99.90%          0.10%            1.91%          65.68%


13. Special resolution number 3: Financial assistance in terms of section
    45 of the Companies act to directors or prescribed officers of the
    Company or of a related or inter-related company in connection with
    Nampak’s existing share schemes:

           For             Against          Abstain       Shares voted
                 95.88%          4.12%            1.85%          65.73%



14. Special resolution number 4: Financial assistance in terms of section
    44 of the Companies Act to directors or prescribed officers of the
    Company or of a related or inter-related company in connection with
    Nampak’s existing share schemes:

           For             Against          Abstain       Shares voted
                 95.99%          4.01%            1.84%          65.74%



15. Special resolution number 5: General authority to repurchase Company
    shares:

           For             Against          Abstain       Shares voted
                 96.07%          3.93%            0.31%          67.27%



16. Special resolution number 6: Company acquiring the Company’s shares
    from a director or prescribed officer:

           For             Against          Abstain       Shares voted
                 97.66%          2.34%            0.29%          67.29%


As a result of 28.73% of shareholders voting against resolution number 8
at our annual general meeting, Nampak extends an invitation to all
dissenting shareholders, in order to address their concerns on the
remuneration policy. Shareholders are requested to provide their reasons
for voting against resolution 8, as well as their concerns with the
remuneration policy in writing to the chairperson of the remuneration
committee, Mr Clifford Raphiri by emailing the Company Secretary at
ilse.vanlochem@nampak.com by no later than close of business on Thursday,
31 March 2022.

As a result of 27.83% of shareholders voting against resolution number 9
at our annual general meeting, Nampak extends an invitation to all
dissenting shareholders, in order to address their concerns on the
implementation report of the Company’s remuneration policy. Shareholders
are requested to provide their reasons for voting against resolution 9,
as well as their concerns with the implementation report in writing to
the chairperson of the remuneration committee, Mr Clifford Raphiri by
emailing the Company Secretary ilse.vanlochem@nampak.com by no later than
close of business on Thursday, 31 March 2022.

Nampak welcomes further engagement on these issues and, based on the
feedback received, will schedule individual meetings with the relevant
shareholders.

Bryanston
17 February 2022
Sponsor:
UBS South Africa (Pty) Ltd

Date: 17-02-2022 09:00:00
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.