SAPPI LIMITED

Post transaction shareholding structure
Ordinary Shares: 643,227
AMB Capital
0.12%
Ordinary Shares: 515,484,265
Strategic Partners
“A” Ordinary Shares: 13,889,195
Ordinary Shares: 1,280,597
Other shareholders ESOP
Ordinary Shares: 1,971,693 Ordinary Shares: 432,842
Lereko Investments Malibongwe
Sappi
0.37% 0.08%
“A” Ordinary Shares: 3,642,959 “A” Ordinary Shares: 2,429,312
MSOP Sappi Foundation
95.5% 2.81% 0.67% 0.45%
9DEC201014050729
The total value of the BEE Transaction, based on the 30 day volume weighted average price (VWAP)
of Sappi’s ordinary shares as at Friday February 5, 2010 of ZAR 33.50 amounted to approximately ZAR
814 million (US$ 115 million). As part of the BEE transaction, Sappi issued an aggregate of
approximately 24.3 million shares, comprising approximately 4.3 million ordinary shares and
approximately 20 million ‘‘A’’ ordinary shares. The value of their shareholding in LPC attributable to the
Strategic Partners is ZAR 102.1 million and the value of the South African employees’ 30% entitlement
in LPC, which will be held through the ESOP Trust, is ZAR 42.9 million.
The ‘‘A’’ ordinary shares rank pari passu with and have the same rights and obligations attached as
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. The ‘‘A’’ ordinary shares have the same
voting rights as ordinary shares but are not listed on the JSE.
Sappi will have the option to repurchase a number of ‘‘A’’ Ordinary Shares at the end of the
Transaction in August 2019. The number of ‘‘A’’ Ordinary Shares Sappi may be entitled to repurchase
will be calculated according to a repurchase formula set forth in Article No. 38 of Sappi’s Articles of
Association. The number of any ‘‘A’’ Ordinary Shares that Sappi may elect to buy back in August 2019
will depend on the price performance of the Ordinary Shares over the period of the Transaction with the
remaining ‘‘A’’ Ordinary Shares being distributed to the beneficiaries of the BEE Trusts (or, in the case of
the Sappi Foundation Trust, continued to be held by such trust) and converted into Ordinary Shares. See
‘‘Item 10—Additional Information—Share Capital’’ for a description of the ‘‘A’’ ordinary shares.
For financial reporting purposes the ‘‘A’’ Ordinary Shares are treated as treasury shares, as the BEE
Trusts owning such shares are considered special purpose entities under IFRS.
The BEE deal involved the specific issue for cash of Ordinary Shares at full market value and ‘‘A’’
Ordinary Shares at par value. For further information on the resolution authorizing the change in the
Company’s Articles of Association relating to the ‘‘A’’ Ordinary Shares and the repurchase formula for
the ‘‘A’’ Ordinary Shares, see ‘‘Item 19—Exhibits 1.1 and 1.3’’.
Interests of Experts and Counsel
Not applicable.
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