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SAPPI LTD (SAP) 6-K

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FORM OF DIRECTION FOR HOLDERS OF DEPOSITORY INTERESTS<br />

Sappi Limited<br />

(Incorporated in the Republic of South Africa with registration number 1936/008963/06)<br />

“Issuer Company”<br />

This Page<br />

Printed On<br />

Yellow<br />

Paper<br />

Form of Direction<br />

Form of direction for completion by holders of Depository Interests representing shares on a one for one basis in the Issuer Company in respect of the General<br />

Meeting of the Issuer Company at 48 Ameshoff Street, Braamfontein, Johannesburg, 2001, South Africa at 15:00 (South Africa) on 3 November 2008.<br />

I/We (full names in BLOCK LETTERS)<br />

of (address in BLOCK LETTERS)<br />

being a holder of Depository Interest representing shares in the Issuer Company hereby instruct Capita IRG Trustees<br />

Limited, the Depository, to vote for me/us and on my/our behalf in person or by proxy at the General Meeting of the<br />

Issuer Company to be held on the above date (and at any adjournment thereof) as directed by an X in the spaces<br />

below.<br />

Please indicate with an “X” in the spaces below how you wish your vote to be cast. If no indication is given, you<br />

will be deemed as instructing the Depository to abstain from voting.<br />

For Against Abstain<br />

Ordinary resolution number 1 Acquisition of M-<br />

real’s Acquired Business and authority to issue shares under<br />

the Transaction Agreements<br />

Special resolution number 1<br />

Increase in<br />

authorised share capital<br />

Ordinary resolution number 2<br />

Resolution placing<br />

unissued shares under Directors’ control for Rights Offering<br />

Ordinary resolution number 3<br />

Waiver of<br />

Mandatory Offer<br />

Signed at on 2008.<br />

Signature(s)<br />

Assisted by me (where applicable)<br />

Notes:<br />

1. To be effective, this form of direction and the power of attorney or other authority (if any) under which it is signed, or a notarially or otherwise<br />

certified copy of such power of authority, must be deposited at Capita Registrars, The Registry, 34 Beckenham Road, Beckenham, Ken BR3 4TU<br />

not later than 72 hours before the time appointed for holding the meeting.<br />

2. Any alterations made to this form of direction should be initialled.<br />

3. In the case of a corporation this form of direction should be given under its Common Seal or under the hand of an officer or attorney duly<br />

authorised in writing.<br />

4. Please indicate how you wish your votes to be cast by placing an “X” in the box provided. On receipt of this form duly signed, you will be deemed<br />

to have authorised Capita IRG Trustees Limited to vote, or to abstain from voting, as per your instructions.

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