Results of the annual general meeting Nampak Limited (Incorporated in the Republic of South Africa) Registration Number: 1968/008070/06 Share Code: NPK ISIN: ZAE 000071676 (“Nampak”) Results of the annual general meeting of Nampak Limited held on 1 February 2018 Nampak shareholders are advised that the results of the business conducted at the annual general meeting held on Thursday, 1 February 2018 at The Forum at The Campus, Wanderers building, 57 Sloane Street, Bryanston, South Africa, are as follows: • On Friday, 26 January 2018, the record date of the annual general meeting, the total number of Nampak shares in issue was 689 766 631 of which 644 695 777(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 was 581 710 020 being 90.23% of the total number of Nampak shares that could have been voted at the annual general meeting. 1. The audited annual financial statements of the Company and the Group, including the reports of the directors, external auditors, the audit committee and the social, ethics and transformation committee for the financial year ended 30 September 2017 were presented. 2. Ordinary resolution number 1: to re-elect RJ Khoza as a director of the Company: For Against Abstain Shares voted 530 319 711 49 968 521 1 421 788 580 288 232 91.39% 8.61% 0.22% 90.01% 3. Ordinary resolution number 2: to re-elect TT Mboweni as a director of the Company: For Against Abstain Shares voted 571 235 428 9 050 823 1 423 769 580 286 251 98.44% 1.56% 0.22% 90.01% 4. Ordinary resolution number 3: to re-elect IN Mkhari as a director of the Company: For Against Abstain Shares voted 580 253 696 33 786 1 422 538 580 287 482 99,99% 0.01% 0.22% 90.01% 5. Ordinary resolution number 4: to re-elect E Ikazoboh as a director of the Company: For Against Abstain Shares voted 579 728 224 559 258 1 422 538 580 287 482 99.90% 0.10% 0.22% 90.01% 6. Ordinary resolution number 5: to elect J John as a director of the Company: For Against Abstain Shares voted 579 842 687 445 545 1 421 788 580 288 232 99,92% 0.08% 0.22% 90.01% 7. Ordinary resolution number 6: to elect MMF Seleoane as a director of the Company: For Against Abstain Shares voted 578 315 235 1 972 247 1 422 538 580 287 482 99.66% 0.34% 0.22% 90.01% 8. Ordinary resolution number 7: to re-appoint Deloitte & Touche as external auditors and to appoint T Kalan as the designated individual registered auditor: For Against Abstain Shares voted 562 595 105 17 706 327 1 408 588 580 301 432 96.95% 3.05% 0.22% 90.01% 9. Ordinary resolution number 8: to appoint RC Andersen as a member of the audit committee: For Against Abstain Shares voted 568 404 745 11 883 487 1 421 788 580 288 232 97.95% 2.05% 0.22% 90.01% 10. Ordinary resolution number 9: to appoint NV Lila as a member of the audit committee: For Against Abstain Shares voted 580 262 896 24 586 1 422 538 580 287 482 100% 0.00% 0.22% 90.01% 11. Ordinary resolution number 10: to appoint IN Mkhari as a member of the audit committee: For Against Abstain Shares voted 580 263 096 24 386 1 422 538 580 287 482 100% 0.00% 0.22% 90.01% 12. Ordinary resolution number 11: to appoint J John as a member of the audit committee: For Against Abstain Shares voted 579 381 663 906 569 1 421 788 580 288 232 99.84% 0.16% 0.22% 90.01% 13. To endorse on an advisory basis the company’s remuneration policy: For Against Abstain Shares voted 362 973 652 213 352 199 5 384 169 576 325 851 62.98% 37.02% 0.84% 89.40% 14. To endorse on an advisory basis the implementation report of the company’s remuneration policy: For Against Abstain Shares voted 360 387 117 216 226 005 5 096 898 576 613 122 62.50% 37.50% 0.79% 89.44% In order to give effect to the minimum measures referred to in King IV, and given that the remuneration policy and the implementation report were voted against by shareholders exercising 25% and more of the voting rights exercised, Nampak invites all dissenting shareholders to submit their reasons for voting against the policy and the implementation report to Ms Kidd at Lynne.Kidd@nampak.com, whereafter, depending on the number and nature of submissions received, Nampak will contact such shareholders as soon as possible to arrange further engagement as required. 15. Special resolution number 1: to approve the fees payable to the non-executive directors with effect from 1 October 2017: For Against Abstain Shares voted 579 222 361 1 059 490 1 428 169 580 281 851 99.82% 0.18% 0.22% 90.01% 16. Special resolution number 2: to authorise the board of directors of the company to provide financial assistance in terms of sections 44 and 45 of the Companies Act: For Against Abstain Shares voted 405 284 610 175 875 200 550 210 581 159 810 69.74% 30.26% 0.09% 90.14% 17. Special resolution number 3: to authorise the board of directors of the company to approve the general repurchase by the company or purchase by any of its subsidiaries of any of the company’s ordinary shares on the JSE Limited: For Against Abstain Shares voted 569 574 515 7 078 028 5 057 477 576 652 543 98.77% 1.23% 0.78% 89.45% 18. Special resolution number 4: to authorise the board of directors of the company, when any general repurchase by the company takes place, to approve the purchase by the company of its issued shares from a director and/ or a prescribed officer of the company, and/or person related to a director or prescribed officer of the company: For Against Abstain Shares voted 555 436 942 21 217 582 5 055 496 576 654 524 96.32% 3.68% 0.78% 89.45% Bryanston 1 February 2018 Sponsor: UBS South Africa (Pty) Ltd Date: 01/02/2018 05:12:00 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. 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