Our performance in 2009 - Sappi

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Notice to shareholders
Notice of annual general meeting
THIS DOCUMENT IS IMPORTANT AND REQUIRES
YOUR IMMEDIATE ATTENTION
If you are in any doubt as to what action you should take,
please consult your stockbroker, banker, attorney, accountant
or other professional advisor immediately.
Sappi Limited
(Registration No 1936/008963/06)
(Sappi)
The seventy-third annual general meeting of Sappi will be held
in the Auditorium, Ground Floor, 48 Ameshoff Street, Braamfontein,
Johannesburg on Monday, 01 March 2010, at 15:00.
The following business will be transacted and resolutions
proposed with or without modification.
1. Annual financial statements: Receive and consider the
annual financial statements for the year ended September
2009.
2. Ordinary resolutions numbers 1.1 and 1.2: confirmation
of appointment of directors appointed subsequent to the
last annual general meeting and subsequent to the financial
year end, and re-election of those directors (see notes below).
Ordinary resolution number 1.1: resolved that the appointment
of Mr Peter Nlkateko Mageza with effect from 01 January 2010
is confirmed and as, in terms of the Articles of Association of
Sappi Limited, he retires from office at the conclusion of the
annual general meeting at which this resolution is considered, he
is re-elected as a director of Sappi Limited.
Ordinary resolution number 1.2: resolved that the appointment
of Dr Rudolf Thummer with effect from 01 February 2010
is confirmed and as, in terms of the Articles of Association of
Sappi Limited, he retires from office at the conclusion of the
annual general meeting at which this resolution is considered,
he is re-elected as a director of Sappi Limited.
3. Ordinary resolutions numbers 2.1 to 2.4: Re-election of
the directors retiring by rotation in terms of Sappi’s Articles
of Association (see notes below). The board has evaluated
the performances of each of the directors who are retiring
by rotation, and recommends and supports the re-election
of each of them.
It is intended that all the directors who retire by rotation
will, if possible, attend the annual general meeting, either in
person or by means of videoconferencing.
Ordinary resolution number 2.1
‘Resolved that Dr Deenadayalen Konar is re-elected as a
director of Sappi Limited.’
Ordinary resolution number 2.2
‘Resolved that Mr John David McKenzie is re-elected as a
director of Sappi Limited.’
Ordinary resolution number 2.3
‘Resolved that Sir Anthony Nigel Russell Rudd is re-elected
as a director of Sappi Limited.’
Ordinary resolution number 2.4
‘Resolved that Mr Mark Richard Thompson is re-elected
as a director of Sappi Limited.’
4. Ordinary resolution number 3: Re-appointment of auditors
The board has evaluated the performance of Deloitte &
Touche and recommends and supports their re-appointment
as auditors of Sappi.
‘Resolved to re-appoint Deloitte & Touche (with the designated
registered auditor currently being Mr M J Comber)
as the auditors of Sappi Limited for the year ending
September 2010’.
5. Ordinary resolution number 4: Placing of unissued shares
and treasury shares under the control of the directors
‘Resolved that, subject the provisions of the Companies
Act 61 of 1973, as amended and the Listings Requirements
of the JSE Limited, a total of 25,000,000 ordinary shares in
Sappi Limited (comprising ordinary shares in the authorised
but issued share capital of Sappi and/or treasury shares
owned by one or more subsidiaries of Sappi from time to
time), be and are hereby placed under the control of the
directors of Sappi, who are authorised by way of a general
authority to allot and issue or otherwise dispose of all or
any of such shares to such person/s on such terms and
conditions and at such times as the directors of Sappi may
from time to time in their discretion deem fit.’
It is recorded that the Listings Requirements (Listings
Requirements) of the JSE Limited (JSE) currently require,
inter alia, that a company may only undertake a general issue
for cash or be generally authorised to use treasury shares if:
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 4 constitute
approximately 4.65% of the issued share capital of Sappi;
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.