SAPPI LIMITED

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
Major Shareholders
The following table sets forth certain information with respect to the ownership of the ordinary
shares, R1.00 par value, of Sappi Limited by the shareholders of record of Sappi Limited as of
September 23, 2010, holding 5% or more of the outstanding ordinary shares.
Name of Registered Holder
Number of
Shares Percentage
Nedcor Bank Nominees Limited (1) ................ 152,568,172 29.4
First National Nominees (Proprietary) Limited (1) .......
Standard Bank Nominees (Transvaal) (Proprietary)
139,689,163 26.9
Limited (1)(2) ............................... 128,492,212 24.7
ABSA Nominees (Proprietary) Limited (1) ............ 47,557,621 9.2
Public Investment Commissioner (PIC) ............. 61,609,689 11.9
All Directors and Executive Officers as a Group ...... 954,284 0.18
(1) The registered holders have advised us that they hold shares for numerous clients.
(2) Includes all the ADS shares which are held through the Standard Bank Nominees (Transvaal) (Proprietary)
Limited.
The authorized share capital of Sappi Limited consisted of 325,000,000 Ordinary Shares as of
September 28, 2008, was increased to 1,325,000,000 on November 4, 2008, and was subsequently
reduced to 725,000,000 on March 2, 2009. On April 29, 2010, the authorized share capital was increased
by 19,961,476 ‘‘A’’ Ordinary Shares with a par value of ZAR 1.00 per ‘‘A’’ Ordinary Shares. The ‘‘A’’
Ordinary Shares rank pari passu with the ordinary shares in all respects except for dividend entitlements
where the ‘‘A’’ Ordinary Shares are entitled to 50% of the dividends payable on the ordinary shares.
On June 11, 2010 Sappi issued 4,328,359 Ordinary Shares and 19,961,476 ‘‘A’’ Ordinary Shares, as
part of the BEE transaction. See ‘‘—Related Party Transactions’’ and Notes 17 and 28 of our Group
Annual Financial Statements contained elsewhere in this Annual Report for details relating to the BEE
transaction.
As of September 23, 2010, the issued Ordinary Share capital consisted of 541,446,223 Ordinary
Shares, of which 21,935,119 Ordinary Shares are held in treasury. The remaining 519,511,104 issued
Ordinary Shares have full voting rights. The issued ‘‘A’’ Ordinary Share capital consisted of 19,961,476
‘‘A’’ Ordinary Shares, issued as part of the BEE transaction. The issued ‘‘A’’ Ordinary Shares are treated
as treasury shares as the share trusts owning such shares are considered special purpose entities under
of IFRS. The ‘‘A’’ Ordinary treasury shares differ from the 21,935,119 Ordinary Shares held in treasury, in
that the A’’ Ordinary treasury shares have full voting rights. The Ordinary Shares are listed shares, whilst
the ‘‘A’’ ordinary shares are unlisted shares. The ‘‘A’’ Ordinary Shares have the potential to convert into
Ordinary Shares in 2019. See ‘‘—Related Party Transactions’’ for a summary of the conversion into
Ordinary Shares.
It is common in South Africa for shares to be held through nominees. As of September 23, 2010, the
four largest ordinary share shareholders of record (all of which are nominees) owned approximately
90.1% of the shares. We believe that, as of October 1, 2010, based on registered addresses and
disclosure by nominee companies, 14% of our shares were held beneficially in North America, 69% of
our shares were held beneficially in South Africa and 17% of our shares were held beneficially in Europe
and elsewhere, excluding the shares owned by our subsidiaries.
On September 30, 2010, there were 37 registered holders of ADSs holding 9,092,834 ADSs,
representing 1.7% of our issued share capital.
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