SENS ANNOUNCEMENT




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

(“Nampak” or the “Company”)

DISPOSAL OF CERTAIN NAMPAK EQUIPMENT

1.Introduction

  Shareholders are advised that Nampak, via its wholly-owned subsidiary,
  Nampak Products Limited (“Nampak Products” or the “Seller”), has entered
  into a sale of equipment agreement (“Sale Agreement”) with Mpact Plastic
  Containers Castleview Proprietary Limited (“Mpact Plastic Containers”
  or the “Purchaser”), to dispose of certain equipment relating to its
  crates manufacturing business and ancillary plant and equipment
  (“Equipment”) (the “Disposal”).

  Mpact Plastic Containers is an indirect subsidiary of JSE-listed Mpact
  Limited.

2.Rationale

  Nampak has wound down and closed its crates manufacturing business and
  the Disposal relates to the Equipment that is no longer used by Nampak.

  The Disposal is in line with Nampak’s active portfolio optimisation
  strategy and will assist Nampak in its focus on the balance of its
  portfolio and to reduce its interest bearing debt.

3.Details of the Equipment

  The Disposal relates to certain selected Equipment as expressly
  described and specified in the Sale Agreement. The Equipment is located
  at Nampak sites in Olifantsfontein, Gauteng; Pinetown, Kwazulu-Natal
  and Epping, Western Cape. The Equipment mainly consists of injection
  moulding and recycling equipment, ancillary equipment and spares.

  Mpact Plastic Containers is not acquiring or otherwise taking over any
  other aspect of relating to Nampak's crates business, including any of
  Nampak’s contracts, supply agreements with its customers and/or
  goodwill, all of which shall remain with Nampak Products. The Equipment
  is being sold voetstoots.

4.Disposal consideration and application of proceeds

  The consideration payable for the Disposal amounts to R40 000 000
  (exclusive of VAT) (“Consideration”), which will be paid in cash by the
  Purchaser in 3 (three) tranches as follows:

  4.1   the first tranche, in an amount equal to 50% of the Consideration,
        shall be paid on the date upon which the Purchaser takes delivery
        of the Equipment in the manner contemplated in the Sale Agreement
        (“Delivery Date”), which date shall occur within 3 business days
        after the effective date of the Sale Agreement (“Effective Date”),
        being the second business day after the date on which the last of
        the conditions precedent is fulfilled or waived, as the case may
        be);
  4.2   the second tranche, in an amount equal to 25% of the Consideration
        shall be paid no later than 15 (fifteen) business days after the
        Delivery Date in respect of the equipment located at the Pinetown
        and Epping sites; and
  4.3   the third tranche, in an amount equal to 25% of the Consideration,
        shall be paid on completion of decommissioning and removal of the
        Equipment located at the Olifantsfontein site.

  The Consideration shall be paid in full by no later than 3 (three)
  months after the Delivery Date.

  The proceeds from the Disposal shall be used primarily to reduce the
  Company’s interest-bearing debt.

5.Conditions precedent to the Disposal

  The Disposal is subject to the fulfilment, or where applicable, waiver
  of the following conditions precedent:

  5.1   Nampak having published (the notices required to be published in
        relation to the proposed sale of the Equipment, in terms of section
        34 of the Insolvency Act), and for a period of 30 (thirty) days
        after such publication either: (i) no legal proceedings having
        being instituted or claim having being made against the Seller in
        connection with the Equipment (together, "Claims"); or (ii) if a
        Claim is made, the Seller having either: (a) discharged any such
        Claim made against it in full; or (b) secured the release of any
        attached Equipment and the return of such Equipment to the relevant
        site; and

  5.2   on or before the date on which the condition precedent in paragraph
        5.1 above has been fulfilled or waived (as applicable), Nampak
        Products not having been placed in business rescue, liquidation
        or judicial management or similar process, whether provisional or
        final, and whether compulsory or voluntary.


  The Disposal shall furthermore be subject to the resolutive condition
  that between the Effective Date and the Delivery Date, Nampak has not
  received or otherwise become aware of any Claims in respect of the
  Equipment, as contemplated by section 34(3) of the Insolvency Act and
  that if any Claims are made, Nampak having either: (i) discharged any
  such Claims made against it in full; or (ii) secured the release of any
  attached Equipment and the return of such Equipment to the relevant
  site.

  The Sale Agreement contains representations, indemnities and warranties
  by Nampak Products which are standard for transactions of this nature.

6.Financial information

  The book value of the Equipment is R4,5 million and the profit on the
  Disposal of the Equiment amounts to R35,5 million. The financial
  information has been extracted from Nampak’s unaudited management
  accounts for the period ended 28 February 2023 which were prepared in
  terms of International Financial Reporting Standards.


7.Categorisation

  The Disposal is categorised as a Category 2 transaction in terms of the
  JSE Listings Requirements and accordingly no shareholder approval is
  required.


Bryanston
22 March 2023

Sponsor
Nedbank Corporate and Investment Banking, a division of Nedbank Limited