NAMPAK LIMITED - Specific Issue of Shares

Specific Issue of Shares

NAMPAK LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1968/008070/06)
Ordinary Share Code: NPK
Ordinary share ISIN: ZAE000322095
6.0% Preference Share Code: NPKP ISIN: ZAE000004958
6.5% Preference Share Code: NPP1 ISIN: ZAE000004966
LEI: 3789003820EC27C76729
("Nampak" or "Company")


Specific Issue Of Shares

Introduction

Nampak has entered into various transaction agreements with effect
from 14 August 2024 with its Chief Executive Officer, Phil Roux
("Roux"), and with its Chief Financial Officer, Glenn Fullerton
("Fullerton"), (together the "Director Subscribers").

In terms of the Director Subscribers' respective contracts of
employment with Nampak Products Limited ("Nampak Products"), being a
wholly owned subsidiary of Nampak Intermediate Holdings Limited, being
a wholly owned subsidiary of Nampak, they were each given the right
to participate in an equity participation incentive scheme by
personally investing up to R4,000,000 (in the case of Roux) and
R3,999,975 (in the case of Fullerton) of their own funds to acquire
shares in Nampak. Upon making such personal investment, they would
then be afforded the additional right to acquire further shares in
Nampak ("Nampak Shares") equal to, in the case of Roux, four times,
and in the case of Fullerton, two and a half times the amount of their
initial personal investment, at the price of R175 per Share ("Specific
Issue Price").

The additional funds needed to acquire these further Nampak Shares
will be loaned to the Director Subscribers by Nampak Products on an
interest-free basis. The provision by Nampak Products of the funds to
the Director Subscribers amounts to the provision of financial
assistance by Nampak Products in terms of sections 44 and 45 of the
Companies Act

As disclosed on SENS on 7 December 2023 and 16 February 2024 Roux and
Fullerton have completed the purchase of Nampak Shares in terms of
their personal investment.

Accordingly, each of the Director Subscribers is entitled, in terms
of their respective contracts of employment to acquire additional
Nampak Shares ("Specific Issue") at the Specific Issue Price. Roux is
entitled to an additional 91,429 Nampak Shares, and Fullerton is
entitled to an additional 57,143 Shares (the "Specific Issue Shares").

The Specific Issue Shares to be acquired by the Director Subscribers
from Nampak Products Limited are treasury Shares (that is, Nampak
Shares held by a subsidiary of Nampak). In terms of paragraph 5.75 of
the JSE Listings Requirements, whenever an issuer wishes to use
treasury shares, such use must comply with the JSE Listings
Requirements as if such use was a fresh issue of securities.


Related Parties

Roux and Fullerton are directors of Nampak and are related parties in
terms of section 10 of the JSE Listings Requirements.

As the Specific Issue Price is at a 50% discount to the weighted
average traded price of the Company's ordinary shares over the 30
business days prior to 14 August 2024, being the date on which the
Specific Issue Price as agreed between Nampak and the Director
Subscribers, a fairness opinion on the Specific Issue will be required
to be obtained by the Company and presented to shareholders of the
Company.


Rationale and Financial Effects

The issue of the shares to Roux and Fullerton is intended to serve as
an incentive mechanism, aligning the interests of the Director
Subscribers with those of the Company and its shareholders.

The Specific Issue Shares will be issued from treasury shares and the
Specific Issue relates to a class of Nampak shares which are already
in issue and there is no other material impact on the Company's
financial statements. The financial impact of the Specific Issue on
Nampak will be illustrated in the circular to shareholders referenced
below.

Conditions Precedent

The Specific Issue is subject to the approval of the transaction and
listing of the shares by the JSE Limited ("JSE"), and the approval of
shareholders as required in terms of section 41 of the Companies Act,
2008 and paragraph 5.51 (g) of the JSE Listings Requirements.


Circular and Notice of General Meeting

In terms of section 41(1) of the Companies Act, an issue of shares to
a related or an inter-related party must be approved by a special
resolution of the shareholders of a company (requiring at least a 75%
majority of the votes cast in favour of such resolution) and in terms
of paragraph 5.51(g) of the JSE Listings Requirements, the Specific
Issue requires the approval by way of an ordinary resolution
(requiring at least a 75% majority of the votes cast in favour of such
resolution) by all Nampak shareholders present or represented by proxy
at a general meeting, excluding the Director Subscribers.

A circular containing full details of the Specific Issue and a notice
convening a general meeting at which shareholders will be requested
to approve the Specific Issue and accompanying resolutions, will be
distributed in due course.


Bryanston
14 August 2024

Sponsor and Transaction Advisor:
PSG Capital

Date: 14-08-2024 02:15:00
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