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Report on proceedings at the annual general meeting
Sappi Limited
(Incorporated in the Republic of South Africa)
(Registration number 1936/008963/06
JSE share code: SAP
ISIN: ZAE000006284
("Sappi" or "the Company")
REPORT ON PROCEEDINGS AT THE ANNUAL GENERAL MEETING
At the eighty-ninth annual general meeting ("AGM") of the shareholders of Sappi held on Wednesday, 4 February 2026 all the ordinary and special resolutions proposed
at the meeting were approved by the requisite majority of votes. In this regard, the Company confirms the voting statistics from the AGM as follows:
Votes cast disclosed as a Number of Shares voted Shares abstained
percentage in relation to shares voted disclosed as a disclosed as a
the total number of shares percentage in percentage in
Resolutions voted at the AGM relation to the total relation to the total
For Against issued shares* issued shares*
Ordinary resolution number 1 – Re-election of Ms E Istavridis as a 100 0.00 510,604,846 84.10 0.00
director of Sappi
Ordinary resolution number 2 – Re-election of Dr B Mehlomakulu 61.21 38.79 393,884,765 64.88 19.22
as a director of Sappi
Ordinary resolution number 3 – Re-election of Mr NL Sowazi as a 98.73 1.27 510,604,946 84.10 0.00
director of Sappi
Ordinary resolution number 4 – Re-election of Mr LL von Zeuner 99.76 0.24 510,604,946 84.10 0.00
as a director of Sappi
Ordinary resolution number 5 – Election of Ms ZN Malinga as a 99.34 0.66 510,604,946 84.10 0.00
member and chairperson of the Audit and Risk Committee
Ordinary resolution number 6 – Election of Dr B Mehlomakulu as 59.46 40.54 393,884,765 64.88 19.22
a member of the Audit and Risk Committee
Ordinary resolution number 7 – Election of Mr RJAM Renders as 67.61 32.39 510,604,946 84,10 0.00
a member of the Audit and Risk Committee
Ordinary resolution number 8 – Election of Mr LL von Zeuner as a 99.76 0.24 510,604,946 84,10 0.00
member of the Audit and Risk Committee
Ordinary resolution number 9 – Election of Ms E Istavridis as a 99.99 0.01 510,604,846 84,10 0.00
member of the Audit and Risk Committee
Ordinary resolution number 10 – Election of Mr BR Beamish as a 99.37 0.63 510,604,946 84,10 0.00
member and chairperson of the Social, Ethics, Transformation
and Sustainability Committee
Ordinary resolution number 11 – Election of Mr MA Fallon as a 98.71 1.29 510,604,946 84,10 0.00
member of the Social, Ethics, Transformation and Sustainability
Committee
Ordinary resolution number 12 – Election of Ms E Istavridis as a 100.00 0.00 510,604,946 84,10 0.00
member of the Social, Ethics, Transformation and Sustainability
Ordinary resolution number 13 – Election of Mr JM Lopez as a 99.65 0.35 510,604,946 84,10 0.00
member of the Social, Ethics, Transformation and Sustainability
Committee
Ordinary resolution number 14 – Election of Mr SR Binnie as a 99.99 0.01 510,604,946 84,10 0.00
member of the Social, Ethics, Transformation and Sustainability
Committee
Ordinary resolution number 15 – Re-appointment of KPMG Inc. as 92.87 7.13 510,604,946 84,10 0.00
auditors of Sappi for the financial year ending September 2026
and until the conclusion of the next annual general meeting of
Sappi
Ordinary resolution number 16 – Non-binding endorsement of 88.16 11.84 510,604,946 84,10 0.00
remuneration policy
Ordinary resolution number 17 – Non-binding endorsement of 76.87 23.13 510,604,946 84,10 0.00
remuneration implementation report
Ordinary resolution number 18 – Authority from shareholders to 99.85 0.15 510,604,946 84,10 0.00
set the maximum number of shares which may be settled under
the Sappi Limited Performance Share Incentive Plan (the Plan) for
future awards and to set the maximum number of shares which
may be settled to an individual, and to delete Rule 1.1.3 and
amend Rules 12.1, 12.2 and 12.3 of the Plan accordingly
Ordinary resolution number 19 – General authority to place shares 99.86 0.14 510,604,946 84,10 0.00
under the control of the directors for purposes of the Plan
Special resolution number 1 – Non-executive directors' fees 96.11 3.89 510,604,946 84,10 0.00
Special resolution number 2 – Loans or other financial assistance 99.86 0.14 510,604,946 84,10 0.00
to related or inter-related companies
Special resolution number 3 – General authority to repurchase 75.70 24.30 510,604,946 84,10 0.00
shares
Ordinary resolution number 20 – Authority for directors and Group 97.25 2.75 510,604,946 84,10 0.00
Company Secretary to sign all documents and do all such things
necessary or reasonably desirable for or incidental to the
implementation of the above resolutions
*Total issued shares: 607,141,463
^The special resolutions will, where necessary, be filed with the Companies and Intellectual Property Commission in due course.
5 February 2026
Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Date: 05-02-2026 03:41:00
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