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2012 Integrated report - Sappi

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other terms attaching to any other class of shares already in issue,<br />

that amendment must not be implemented without a special<br />

resolution taken by the holders of the shares of that class of shares<br />

at a separate meeting. In such instances, the holders of the shares<br />

of that class of shares may be allowed to vote at the meeting<br />

of ordinary shareholders subject to the MOI and JSE Listings<br />

Requirements. No resolution of shareholders may be proposed or<br />

passed, unless a special resolution of the holders of the shares of<br />

that class of shares have approved the amendment.<br />

Paragraph 8 also sets out the rights and conditions attaching to the<br />

‘A’ ordinary shares. The rights and conditions attaching to the ‘A’<br />

ordinary shares simply repeats the rights and conditions attaching<br />

to the ‘A’ ordinary shares as set out in the company’s current Articles<br />

of Association.<br />

Finally, the MOI deals with unclaimed dividends by providing that the<br />

company will hold all monies due to shareholders for the benefit of<br />

such shareholders, provided that the board may cause any monies<br />

unclaimed for a period of three years from the due date for payment<br />

to be forfeited for the benefit of the company.<br />

Schedule 1 to the MOI sets out the authorised shares of the<br />

company and also sets out the preferences, rights, limitations and<br />

other terms applicable to the shares.<br />

This summary of the MOI is not exhaustive and a copy of the<br />

proposed new MOI will be available on the company’s website<br />

www.sappi.com and copies will also be available for inspection<br />

at the company’s registered office from the date of issue of the<br />

<strong>2012</strong> annual integrated <strong>report</strong>, of which the notice of annual general<br />

meeting forms part, up to and including the date of the annual<br />

general meeting.<br />

sappi <strong>Integrated</strong> Report <strong>2012</strong> 195

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