SAPPI LTD (SAP) 6-K

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This Page Printed On Pink Paper Sappi Limited (Incorporated in the Republic of South Africa) Registration number: 1936/008963/06 JSE share code: SAP ISIN: ZAE000006284 (“Sappi” or “the Company”) FORM OF PROXY FOR SAPPI SHAREHOLDERS For use at the general meeting to be held at 48 Ameshoff Street, Braamfontein, Johannesburg, 2001, South Africa at 15:00 on 3 November 2008. Only for use by shareholders who have not dematerialised their Sappi shares or who have dematerialised their Sappi shares with own name registration or who are nominees of a Central Securities Depository Participant (“CSDP”) or brokers on the sub-registers of the Company. Shareholders who have dematerialised their Sappi shares with a CSDP or broker, other than own name registration, must arrange with the CSDP or broker concerned to provide them with the necessary authorisation to attend the general meeting or the shareholders concerned must instruct their CSDP or broker as to how they wish to vote in this regard. This must be done in terms of the custody agreement entered into between the shareholder and the CSDP or broker concerned. A separate form of direction is attached for holders of Depository Interests with CREST to complete. I/We (full names in BLOCK LETTERS) of (address in BLOCK LETTERS) Telephone (work) ( ) Telephone (home) ( ) being the registered holder/s of ordinary shares in the Company, appoint (see note 1) 1. or failing him/her, 2. or failing him/her, 3. the Chairman of the general meeting. As my/our proxy to act on my/our behalf at the general meeting which will be held for the purpose of considering, and if deemed fit, passing with or without modification, the special and ordinary resolutions to be proposed thereat and at any adjournment or postponement thereof, and to vote for and/or against such resolutions and/or abstain from voting in respect of the ordinary shares registered in my/our name/s, in accordance with the following instructions (see note 2):
This Page Printed On Pink Paper Ordinary resolution number 1 Acquisition of M-real’s Acquired Business and authority to issue shares under the Master Agreement Special resolution number 1 Increase in authorised share capital Ordinary resolution number 2 Resolution placing unissued shares under Insert the number of votes exercisable (one vote per share) For Against Abstain Directors’ control for Rights Offering Ordinary resolution number 3 Waiver of Mandatory Offer Please indicate instructions to proxy in the space provided above the insertion therein of the relevant number of ordinary shares in the Company. Each shareholder is entitled to appoint one or more proxies (who need not be a shareholder of the Company) to attend, speak and vote in place of that shareholder a meeting. Proxies must be lodged at the office of the transfer secretaries of the Company at Computershare Investor Services (Proprietary) Limited PO Box 61051, M 2107, South Africa, or Capita Registrars (Jersey) Limited at 12 Castle Street, St Helier, Jersey JE2 3RT, Channel Islands not less than 48 hours before the time for holdin meeting. Signed at On Signature(s) Assisted by me (where applicable) Please read the notes below Notes: 1. A shareholder’s instructions to the proxy must be indicated by the insertion of the relevant number of shares held by that shareholder in the appropriate box provided. Failure to comply with the above will be deemed to authorise the proxy to vote or to abstain from voting at the general meeting as he/she deems fit in respect of all the shareholder’s votes exercisable thereat. A shareholder or the proxy is not obliged to use all the votes exercisable by the shareholder or by the proxy, but the total votes cast and in respect of which abstention is recorded may not exceed the total of the votes exercisable by the shareholder or by the proxy. 2. Should a shareholder only want to vote in respect of some of the shares held by it, it should indicate its instructions in this regard by inserting only the number of shares held by that shareholder in respect of which it wants to vote in the appropriate box. 3. Forms of proxy must be lodged with or posted to the Company’s transfer office, at Computershare Investor Services (Proprietary) Limited PO Box 61051, Marshalltown, 2107, South Africa or at Capita Registrars (Jersey) Limited 12 Castle Street, St Helier, Jersey JE2 3RT, Channel Islands, to reach them by no later than 48 hours before the time appointed for the general meeting at 15:00 (South Africa) on 3 November 2008 or, if in respect of an adjournment of the general meeting, not less than 48 hours before the resumption of that general meeting should it be adjourned. 4. The completion and lodging of this form of proxy by certificated shareholders and shareholders who have dematerialised their shares and who have elected own-name registration through a CSDP, will not preclude the relevant shareholder from attending the general meeting and speaking and voting in person thereat to the exclusion of any proxy appointed in terms thereof. Shareholders who have dematerialised their shares and who have not elected own-name registration through a CSDP or broker, who wish to attend the general meeting, must instruct their CSDP or broker to issue them with the necessary authority to attend. 5. Documentary evidence establishing the authority of a person signing this form of proxy in a representative capacity (e.g. on behalf of a company, close corporation, trust, pension fund, deceased estate, etc.) must be attached to this form of proxy, unless previously recorded by the Company or waived by the Company at the general meeting. 6. Any alteration or correction made to this form of proxy must be initialled by the signatory/ies. 7. The chairman of the general meeting may reject or accept any form of proxy, which is completed and/or received, other than in compliance with these notes, in the Chairman’s discretion. 8. A minor must be assisted by his/her parent or guardian, unless the relevant documents establishing his/her capacity are produced or have been registered by the Company. 9. Where there are joint holders of shares: - any one holder may sign this form of proxy; and - if more than one joint holder of a share is present at the general meeting, either personally or by proxy, the vote of the joint holder who tenders a vote and whose name stands in the register before the other joint holders who are present in person or by proxy, will be accepted.
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SAPPI LTD (SAP) 6-K Current report
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INCORPORATION BY REFERENCE Sappi Li
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CERTAIN FORWARD-LOOKING STATEMENTS
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South African legal advisor to Sapp
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TABLE OF CONTENTS Page CORPORATE IN
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ACTION REQUIRED BY SAPPI SHAREHOLDE
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IMPORTANT DATES/TIMES SALIENT DATES
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“CSDP” “CWF” “Deloitte So
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“Sappi Papier Holding” “Sappi
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CURRENCY TRANSLATION This Circular
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The tables below highlight certain
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Reconciliation from profit for the
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3. PRINCIPAL TERMS AND CONDITIONS O
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• dispose of any of the Settlemen
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There is no accrued taxation, which
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(d) all of the know-how, brands, or
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The map below sets out the location
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Name Age Position Experience Martti
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5. FINANCIAL INFORMATION ON THE ACQ
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The registered address of Metsälii
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Pro forma financial effects for the
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G. Financial information for Sappi
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13.3. Major Shareholders prior to t
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Dr D.C Cronje was appointed in Janu
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Executive Directors RJ Boëttger (3
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14.2.2. Changes in executive direct
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2007 2006 Direct Interests Indirect
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Other than described above, there a
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21. DIRECTORS’ RESPONSIBILITY STA
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25. EXCHANGE CONTROL AUTHORITY Subj
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• Audited Annual Financial Statem
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HISTORIC FINANCIAL INFORMATION RELA
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COMBINED STATEMENTS OF CASH FLOWS F
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Note 1• Background and basis of p
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The translation of foreign currency
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Goodwill that arose prior to 1 Janu
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Revenue recognition Revenue compris
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Application of new and amended IFRS
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Liquidity risk is defined as the ri
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Other operating expenses include al
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Note 7•Personnel data The Company
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Note 9•Financial income and expen
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The Company has offset deferred tax
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Note 12•Property, plant and equip
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Property, plant and equipment inclu
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Note 16•Cash and cash equivalents
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The Company expects to contribute E
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Note 20•Maturity of repayment and
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Maturity of repayment and interest
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Note 22•Other non-current liabili
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2. Interim Condensed Combined Finan
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INTERIM CONDENSED COMBINED CASH FLO
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NOTES TO THE INTERIM CONDENSED COMB
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A reconciliation of income tax expe
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Sales of goods to related parties d
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3. Interim condensed combined finan
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INTERIM CONDENSED COMBINED CASH FLO
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NOTES TO THE INTERIM CONDENSED COMB
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Depreciation of buildings and machi
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As of 31 December 2007 and 2006, cu
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ANNEXURE 2 INDEPENDENT REPORTING AC
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Opinion In our opinion, the combine
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Yours sincerely PRICEWATERHOUSECOOP
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The pro forma adjustments reflect t
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• anticipated synergies and effic
Page 132 and 133: (A) (B) Financial information for t
Page 134 and 135: (2) Adjustments to the equity balan
Page 136 and 137: ASSETS EUR’000 US$’000 Acquired
Page 138 and 139: UNAUDITED PRO FORMA INCOME STATEMEN
Page 140 and 141: Pro forma notes (1) Reflects the el
Page 142 and 143: * The number of shares in issue at
Page 144 and 145: Notes to the unaudited pro forma co
Page 150 and 151: (2) (EUR54,970) has been reallocate
Page 152 and 153: We do not accept any responsibility
Page 154 and 155: ANNEXURE 5 MATERIAL LOANS RELATING
Page 156 and 157: (4) The financial covenant relates
Page 158 and 159: The fair value of non-current borro
Page 160 and 161: ADDITIONAL MATERIAL LOANS OF THE GR
Page 162 and 163: Directorships in the last five year
Page 164 and 165: David Charles Brink Age 69 Business
Page 166 and 167: Directorships in last five years Cu
Page 168 and 169: Directorships in last five years Fo
Page 170 and 171: Directorships in last five years Cu
Page 172 and 173: Experience Jan joined Sappi in 1992
Page 174 and 175: Experience Berry Wiersum joined Sap
Page 176 and 177: ANNEXURE 7 DETAILS ON THE SAPPI SHA
Page 178 and 179: SPECIAL RESOLUTION NUMBER 1 Increas
Page 180 and 181: Explanatory Note to Ordinary Resolu
Page 184 and 185: FORM OF DIRECTION FOR HOLDERS OF DE
Page 186 and 187: (Incorporated in the Republic of So
Page 188 and 189: TABLE OF CONTENTS Page REVISED LIST
Page 190 and 191: 2.2 Background Sappi Limited was fo
Page 192 and 193: Where shareholders are required to
Page 194 and 195: 6. INFORMATION RELATING TO THE DIRE
Page 196 and 197: 6.4 Additional information pertaini
Page 198 and 199: No commissions are payable or have
Page 200 and 201: 15. MATERIAL VENDORS There have not
Page 202 and 203: ANNEXURE A TRADING HISTORY OF SAPPI
Page 204 and 205: ANNEXURE B PRINCIPAL IMMOVABLE PROP
Page 206 and 207: ANNEXURE C APPOINTMENT, QUALIFICATI
Page 208 and 209: If any question arises at any meeti
Page 210 and 211: As at the termination of each annua
Page 212 and 213: At every annual general meeting of
Page 214 and 215: Human Resources committee The respo
Page 216 and 217: Risk management The Sappi Board rec
Page 218 and 219: Interest in contracts The Sappi Gro
Page 220 and 221: ANNEXURE E CAPITAL COMMITMENTS AND
Page 222 and 223: Westbrook Cogeneration Agreement: I
Page 224: SIGNATURE Pursuant to the requireme
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