SAPPI LTD (SAP) 6-K

Explanatory Note to Ordinary Resolution Number 3
If, as a result of the implementation of the Rights Offering and the underwriting of the Rights Offering, one or more of the Underwriters acquire a sufficient
number of Sappi Shares for an affected transaction in terms of the Code to have occurred, a mandatory offer may have to be made to all the Shareholders
pursuant to the requirements of Rule 8 of the Code. Accordingly, the Shareholders are requested to pass a resolution approving of a waiver of their rights to a
mandatory offer being made by the Underwriters in those circumstances.
Each shareholder is entitled to appoint one or more proxies (who need not be a member of the Company) to attend, speak and on a poll, to vote in his stead.
By order of the board
Sappi Management Services (Proprietary) Limited
Company Secretary
10 October 2008
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