2008 Annual report - Sappi

Notice to shareholders // continued
1. authorised to do so by a general authority, which shall
only be valid until the next annual general meeting of
the company or for 15 months from the date of passing
of such resolution, whichever period is the shorter;
2. such shares are issued or sold, as the case may
be, to public shareholders (as defined in the Listings
Requirements) and not to related parties;
3. such shares do not in any one financial year in the
aggregate exceed 15% of the company’s issued shares,
as determined in accordance with paragraph 5.52(c) of
the Listings Requirements. It is recorded that the shares
contemplated in ordinary resolution number 3 constitute
approximately 4.65% of the expected issued share capital
of Sappi as at 31 December 2008;
4. the maximum discount at which such shares may be
issued or sold (as the case may be) is 10% of the
weighted average trading price of such shares on the
JSE over the 30 business days prior to the date of
determination of the issue or sale price, as the case
may be; and
5. such general authority is approved by a 75% majority
of the votes cast in favour of such resolution by all
equity securities holders present or represented by
proxy at the general meeting convened to approve
such resolution.
The reason for and effect of this ordinary resolution is to
authorise the board of directors of Sappi to issue
unissued shares in the authorised but unissued share
capital of Sappi and to sell treasury shares, thereby
providing the company with the flexibility to improve its
liquidity in the current uncertain market conditions, subject
to a limitation of 25,000,000 shares in the aggregate.
No issue and/or sale of these shares is contemplated
at present or will be made which could effectively
transfer control of Sappi without the prior approval of
shareholders in general meeting.
6. Ordinary resolution number 4: Non-executive directors’ fees
“Resolved that, with effect from 01 October 2008 and until
otherwise determined by Sappi Limited (Sappi) in general
meeting, the remuneration of the non-executive directors
for their services shall be adjusted as follows:
1. Sappi board fees From To
Chairperson ZAR1,500,000 pa* ZAR1,650,000 pa*
* Inclusive of all committee fees.
Senior independent non-executive director
ZAR324,000 pa
ZAR356,000 pa
Other directors
If South African resident ZAR216,000 pa ZAR237,500 pa
If European resident GBP34,000 pa GBP35,700 pa
If USA resident US$52,000 pa US$54,000 pa
2. Audit committees
Group committee
Chairperson
If South African resident ZAR216,000 pa ZAR237,500 pa
If European resident GBP34,000 pa GBP35,700 pa
If USA resident US$52,000 pa US$54,000 pa
Other members
If South African resident ZAR108,000 pa ZAR118,000 pa
If European resident GBP17,000 pa GBP17,900 pa
If USA resident US$26,000 pa US$27,000 pa
Regional audit committees
Chairperson
If South African resident ZAR28,000 ZAR30,500
per meeting per meeting
If European resident GBP4,400 GBP4,600
per meeting per meeting
If USA resident US$6,500 US$6,750
per meeting per meeting
3. Human resources committee,
compensation committee,
nomination and governance committee
and any additional committees
Chairperson From To
If South African resident ZAR135,000 pa ZAR148,000 pa
If European resident GBP20,500 pa GBP21,500 pa
If USA resident US$31,000 pa US$32,200 pa
Other members
If South African resident ZAR70,000 pa ZAR77,000 pa
If European resident GBP14,400 pa GBP15,100 pa
If USA resident US$18,700 pa US$19,500 pa
4. Additional meeting fees
Board meetings in excess of five meetings per annum (whether
attended in person or by teleconference/videoconference)
From
To
If South African resident ZAR21,600 ZAR23,700
per meeting per meeting
If European resident GBP3,400 GBP3,500
per meeting per meeting
If USA resident US$5,200 US$5,400
per meeting per meeting
5. Travel compensation
For more than US$2,600 US$2,700
10 flight hours per meeting per meeting
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