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Results of general meeting

Published: 2023-06-30 13:19:55 ET
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SENS ANNOUNCEMENT

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NAMPAK LIMITED
Registration number 1968/008070/06
Incorporated in the Republic of South Africa
Share Code: NPK ISIN: ZAE000071676
Share Code: NPP1 ISIN: ZAE000004966
Share Code: NPKP ISIN: ZAE000004958
LEI: 3789003820EC27C76729
(“Nampak” or the “company”)

RESULTS OF GENERAL MEETING

Further to the circular issued to Nampak shareholders on Wednesday, 31 May 2023 (“Circular”) which related to, inter alia, an
increase in share capital to facilitate the proposed rights offer and the restructuring of Nampak’s share capital by the consolidation
of every 250 shares into 1 share, shareholders are advised that the voting results for the general meeting (the “GM”) of Nampak
held virtually through online participation on Friday, 30 June 2023 were as follows:


                                                                     As a
                                                           percentage of
                                                                ordinary
                                             Number of         shares in
                                               ordinary           issue*               For**         Against**        Abstained*
     Resolution                            shares voted                %                   %                 %                 %
     Special resolution number 1:
     Conversion of ordinary shares
     with a par value to ordinary
     shares without par value               276 944 059             40.11              99.82               0.18               0.21
     Special resolution number 2:
     Consolidation of the authorised
     and issued ordinary share capital
     of the Company                         276 883 769             40.10              99.75               0.25               0.22
     Special resolution number 3:
     Increase in the authorised share
     capital of the Company                 276 883 769             40.10              99.66               0.34               0.22
     Special resolution number 4:
     Amendment to the MOI to reflect
     (i) the conversion from par value
     shares to no par value shares, (ii)
     the consolidation, (iii) the
     increase of authorised share
     capital, and (iv) other minor
     changes as approved by the
     board                                  276 944 059             40.11              99.64               0.36               0.21
     Special resolution number 5:
     Approval to issue 30% or more of
     the Company’s issued shares            276 917 059             40.11              98.64               1.36               0.22
 Ordinary resolution number 1:
 Placing Nampak shares under the
 control of the directors for the
 specific purpose of the rights
 offer                                   276 944 159              40.11             98.74               1.26               0.21
 Ordinary resolution number 2:
 Authority to implement                  276 944 159              40.11             99.02               0.98               0.21

*       Based on 690 474 523 ordinary shares in issue as at the date of the GM.
**      In relation to the total number of ordinary shares voted at the GM.

Based on the above voting results, all special and ordinary resolutions were passed by the requisite majority of ordinary
shareholders represented at the GM. The company will be filing the special resolutions with the Companies and Intellectual
Property Commission (“CIPC”).

Shareholders are reminded of the remaining salient dates and times:

                                                                                                                           2023


 Expected date to receive confirmation of filing and acceptance by CIPC of the special resolutions                Friday, 14 July

 Effective date for the conversion from par value to no par value shares                                       Monday, 17 July

 PLEASE NOTE THAT THE DATES PROVIDED BELOW RELATING TO THE CONSOLIDATION ARE SUBJECT TO THE FILING AND
 ACCEPTANCE BY CIPC OF THE SPECIAL RESOLUTIONS AND THE JSE BEING PROVIDED WITH A CERTIFIED COPY OF THE SPECIAL
 RESOLUTIONS AS FILED WITH CIPC. THE TIMETABLE BELOW IN RESPECT OF THE CONSOLIDATION WILL HAVE TO BE AMENDED
 SHOULD ACCEPTANCE OF THE RESOLUTIONS BY CIPC NOT HAVE BEEN RECEIVED BY THIS DATE


 Release of finalisation information in respect of the consolidation on SENS by 11:00                          Tuesday, 18 July

 Last day to trade under the present share capital in order to be recorded as a shareholder by the
 record date for the consolidation                                                                             Tuesday, 25 July

 Trading in consolidated shares under the new consolidated share capital commences on the new
 ISIN: ZAE000322095 and suspension of trading in shares on the old ISIN: ZAE000071676                       Wednesday, 26 July

 Announcement released on SENS in respect of the cash payment applicable to fractional
 entitlements as a result of the consolidation, based on the volume weighted average price of the
 consolidated shares traded on Wednesday, 26 July 2023, less 10%, by 11:00                                     Thursday, 27 July

 Record date to determine those shareholders whose shares will be subject
 to the consolidation                                                                                             Friday, 28 July

Words and expressions used in this announcement shall, unless expressly defined herein or indicated otherwise by the context, bear
the meanings given to them in Circular.

By order of the Board

Bryanston

30 June 2023
Joint transaction sponsors: Nedbank Corporate and Investment Banking, a division of Nedbank Limited and The Standard Bank of
South Africa Limited

Legal advisor: Edward Nathan Sonnenbergs Inc.