2008 Annual report - Sappi

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Shareholder’s diary Annual general meeting 02 March 2009 First and third quarter reports released February and July 2009 Second quarter and half-year report released May 2009 Financial year end September 2009 Preliminary results for the fourth quarter and year released, dividend announcement November 2009 Annual report posted to shareholders December 2009 196
Proxy form for annual general meeting Sappi Limited (Registration number 1936/008963/06) (Incorporated in the Republic of South Africa) (Sappi or the company) Issuer Code: SAP JSE Code: SAP ISIN Code: ZAE000006284 For use by shareholders who – – hold shares in certificated form; or – hold dematerialised shares (i.e. where the paper share certificates representing the shares have been replaced with electronic records of ownership under the electronic settlement and depositary system (Strate Limited) of the JSE Limited) and are recorded in Sappi’s sub-register with ‘own name’ registration) (i.e. shareholders who have specifically instructed their Central Securities Depositary Participant (‘CSDP’) to record the holding of their shares in their own name in Sappi's sub register). If you are unable to attend the seventy-first annual general meeting of the members to be held at 15:00 on Monday, 2 March 2009 in the Auditorium, Ground Floor, 48 Ameshoff Street, Braamfontein, Johannesburg, 2001, Republic of South Africa, you should complete and return the form of proxy as soon as possible, but in any event to be received by no later than 15:00 South African time on Saturday, 28 February 2009, to Sappi’s transfer secretaries, Computershare Investor Services (Proprietary) Limited, by way of hand delivery to 70 Marshall Street, Johannesburg, 2001, Republic of South Africa or by way of postal delivery to PO Box 61051, Marshalltown, 2107, Republic of South Africa or to Capita IRG Trustees Limited, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU. Shareholders who have dematerialised their shares and who do not have ‘own name’ registration who wish to attend the annual general meeting, must instruct their CSDP or broker to provide them with the relevant letter of representation to enable them to attend such meeting, or, alternatively, should they wish to vote but not to attend the annual general meeting, they must provide their CSDP or broker with their voting instructions in terms of the relevant custody agreement entered into between them and the CSDP or broker. Such shareholders must not complete this form of proxy. A separate form of direction is attached for completion by holders of depositary Interests with CREST. I/We of being (a) shareholder(s) of Sappi holding Sappi shares and entitled to vote at the above-mentioned annual general meeting, appoint or failing him/her or failing him/her or failing him/her, the chairman of the meeting as my/our proxy to attend and speak and, on a poll, to vote for me/us on the resolutions to be proposed (with or without modification) at the annual general meeting of Sappi to be held at 15:00 on Monday, 2 March 2009 or any adjournment thereof, as follows: Ordinary resolution number 1 – Re-election of directors retiring by rotation in terms of Sappi’s articles of association* Ordinary resolution number 1.1 – Re-election of Mr David Charles Brink as a director of Sappi until 31 December 2009 Ordinary resolution number 1.2 – Re-election of Professor Meyer Feldberg as a director of Sappi Limited Ordinary resolution number 1.3 – Re-election of Mr James Edward Healey as a director of Sappi Limited Ordinary resolution number 1.4 – Re-election of Mr Helmut Claus-Jürgen Mamsch as a director of Sappi Limited Ordinary resolution number 2 – Re appointment of Deloitte & Touche as auditors for the year ending 30 September 2009 Special resolution number 1 – Decrease in authorised share capital Ordinary resolution number 3 – Placing a total of 25,000,000 unissued Sappi shares and/or treasury shares (constituting approximately 4.65% of Sappi’s issued share capital) under the control of the directors of Sappi with the authority to allot and/or issue and/or otherwise dispose of same in terms of the SA Companies Act and the Listings Requirements of the JSE Limited Ordinary resolution number 4 – Adjustment of non-executive directors’ fees Ordinary resolution number 5 – Authority for directors to sign all documents and do all things necessary to implement the above resolutions Number of shares For Against Abstain Insert ‘X’ in the appropriate block if you wish to vote all your shares in the same manner. If not, insert the number of votes in the appropriate block. If no indication is given, the proxy will vote as he/she thinks fit. Signed at on Assisted by me (where applicable) Each shareholder is entitled to appoint one or more proxies (who need not be shareholders of Sappi) to attend, speak, and on a poll, vote in place of that shareholder at the annual general meeting or any adjournment thereof. * Refer note to Notice of Meeting on page 191. // 2008 Annual report 197
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annual report 2008
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sappi Our report in overview In pro
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sappi Our performance The group’s
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sappi Target Target Net debt to tot
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sappi Our score on the DJSI World D
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sappi People continued Our commitme
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sappi Our business structure Johann
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sappi Pulp Paper pulp is the main r
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sappi Ideas that matter Print remai
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sappi Objectives for 2009 Meaningf
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sappi Deenadayalen (Len) Konar // (
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sappi Divisional and corporate mana
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sappi We are of the opinion that su
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sappi input cost reductions across
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sappi Q // Will the integration of
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sappi Sappi Fine Paper Mills/ Capac
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sappi deliver excellent service and
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sappi Transaction funding overview
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sappi Sappi Forest Products Mills/
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sappi Demand and prices in the inte
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Risk management Our top risks These
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Risk management // continued Risk m
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Chief financial officer’s report
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Five year review Not restated for I
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Share statistics at September 2008
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Corporate governance We are committ
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Corporate governance // continued E
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Corporate governance // continued A
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Corporate governance // continued r
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Compensation report Compensation co
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Annual financial statements for the
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Directors’ approval The directors
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Directors’ report // continued fo
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Group income statement for the year
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Group cash flow statement for the y
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Group income statement in Rands con
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Group cash flow statement in Rands
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Notes to the group annual financial
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Page 148 and 149: Notes to the group annual financial
Page 184 and 185: Condensed Sappi Limited company inc
Page 186 and 187: Condensed Sappi Limited company cas
Page 188 and 189: Notes to the condensed Sappi Limite
Page 190 and 191: Glossary General definitions bleach
Page 192 and 193: Glossary // continued Non-GAAP fina
Page 194 and 195: Notice to shareholders // continued
Page 196 and 197: Notice to shareholders // continued
Page 200 and 201: Notes to proxy The form of proxy mu
Page 202 and 203: Notes 1. To be effective, this form
Page 204 and 205: Notes 1. To be effective, this form
Page 206: www.sappi.com
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2008 Annual report - Sappi

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