NAMPAK LIMITED - Results of Annual General Meeting

Results of Annual General Meeting

Nampak Limited
(Incorporated in the Republic of South Africa)
(Registration number 1968/008070/06)
Share code: NPK      ISIN: ZAE000322095
Share code: NPP1     ISIN: ZAE000004966
Share code: NPKP     ISIN: ZAE000004958
LEI: 3789003820EC27C76729
("Nampak" or the "Company")



RESULTS OF ANNUAL GENERAL MEETING


Shareholders are advised that the voting results for the annual general meeting
(the "AGM") of Nampak held at the Vineyard Hotel in Newlands, Cape Town on
Thursday, 15 February 2024 were as follows:

Resolution               Number of         As a   For**   Against** Abstained***
                          ordinary   percentage       %           %            %
                      shares voted           of
                                       ordinary
                                      shares in
                                         issue*
                                              %
Re-election of
retiring directors

Ordinary resolution
number 1:
Re-election of
KW Mzondeki              4 239 902       50.02    99.89       0.11          0.01

Ordinary resolution
number 2:
Election of
A van der Veen           4 239 902       50.02 100.00         0.00          0.01

Ordinary resolution
number 3:
Election of PM Roux      4 239 902       50.02    99.45       0.55          0.01

Ordinary resolution
number 4:
Election of PJ
Mnisi                    4 239 324       50.01    99.99       0.01          0.01

Ordinary resolution
number 5:
Election of N
Siyotula                 4 239 902        50.02   98.58       1.42          0.01
                        
Ordinary resolution
number 6:
Appointment of
external auditors        4 239 324        50.01  97.37        2.63          0.01

Appointment of
members of the
Audit and Risk
Committee

Ordinary resolution
number 7:
Appointment of N
Khan                     4 239 324        50.01  98.60        1.40          0.01

Ordinary resolution
number 8:
Appointment of KW
Mzondeki                 4 239 324        50.01  98.60        1.40          0.01

Ordinary resolution
number 9:
Appointment of SP
Ridley                   4 239 324        50.01  98.60        1.40          0.01

Ordinary resolution
number 10:
Appointment of PJ  
Mnisi                    4 239 324        50.01  99.99        0.01          0.01

Ordinary resolution
number 11:
Appointment of N
Siyotula                 4 239 324        50.01  99.99        0.01          0.01

Non-binding
advisory vote:
Remuneration
policy of the
Company                 3 859 139        45.53  77.30        22.70          4.50

Non-binding
advisory vote:
Implementation
report of the
Company's
remuneration
policy                  4 239 324        50.01  39.17        60.83          0.01

Ordinary resolution
number 12:
Approval of                               WITHDRAWN
general issue of
shares for cash

Special resolution
number 1:
Approval of non-
executive
directors'
remuneration           4 239 324       50.01   98.07          1.93          0.01

Special resolution
2: Authority to
provide financial
assistance in
terms of section
45 of the
Companies Act          4 239 324      50.01   93.64          6.36           0.01

Special resolution
3: Authority to
provide financial
assistance in
terms of section
44 of the
Companies Act          4 239 324      50.01  93.64           6.36           0.01

Special resolution
number 4:
General authority
to repurchase the
Company's ordinary
shares                 4 239 324      50.01  77.61          22.39           0.01

Special resolution
number 5:
Company acquiring
the Company's                                 WITHDRAWN
shares from a
director or
prescribed officer


*    Based on 8 476 184 ordinary shares in issue as at the date of the AGM.
**   In relation to the total number of ordinary shares voted at the AGM.
*** In relation to the total number of ordinary shares in issue as at the date
of the AGM.

Based on the above voting results, all ordinary and special resolutions were
passed by the requisite majority of ordinary shareholders represented at the AGM.
In addition, ordinary resolution number 12 and special resolution number 5 were
withdrawn at the commencement of the AGM.

Shareholders are further advised that the non-binding advisory vote in respect
of the implementation report of the Company's remuneration policy was voted
against by more than 25% of shareholders represented at the AGM. Nampak extends
an invitation to such dissenting shareholders to address their concerns in writing
to the nominations and remuneration committee by emailing the Company Secretary
at omeshnee.pillay@nampak.com by no later than close of business on Friday, 29
March 2024.

Nampak welcomes further engagement regarding the Company's remuneration policy
and the implementation thereof and, based on feedback received, will actively
engage with dissenting shareholders in this regard.

By order of the Board
O Pillay, Company Secretary

Bryanston
16 February 2024

Sponsor:
PSG Capital Proprietary Limited

Date: 16-02-2024 09:15:00
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