SAPPI LIMITED

holder of the beneficial interest in all of the securities held by the registered shareholder, the registered
shareholder is obliged, at the end of every calendar quarter, to disclose to the issuer the identity of each
person on whose behalf the registered holder holds securities and the number and class of securities
issued by that issuer held on behalf of each such person. However, the Companies Act, 2008 (‘‘the New
Act’’) (which is expected to come into effect in the year 2011) obliges the registered shareholder to make
such a disclosure within 5 (five) business days of the end of every month. Moreover, an issuer of
securities may, by notice in writing, require a person who is a registered shareholder of, or whom the
issuer knows or has reasonable cause to believe to have a beneficial interest in, a security issued by the
issuer, to confirm or deny whether or not such person holds that beneficial interest and, if the security is
held for another person, the person to whom the request is made is obliged to disclose to the issuer the
identity of the person on whose behalf a security is held. The addressee of the notice may also be
required to give particulars of the extent of the beneficial interest held during the three years preceding
the date of the notice. All issuers of securities are obliged to establish and maintain a register of the
disclosures described above and to publish in their annual financial statements a list of the persons who
hold beneficial interests equal to or in excess of 5% of the total number of securities of that class issued
by the issuer together with the extent of those beneficial interests.
Register of Members
Sappi Limited keeps a register of Shareholders in South Africa. Sappi Limited may keep a branch
share register in any foreign country, subject to the approval of the South African Reserve Bank.
Share Capital
As at September 2010 the authorized and issued share capital of Sappi was as follows:
Authorized:
725,000,000 ordinary shares of ZAR 1.00 each and 19,961,476 ‘‘A’’ ordinary shares of ZAR 1.00
each for an authorized share capital of ZAR 744,961,476 million
Issued:
541,446,223 ordinary shares of ZAR 1.00 each and 19,961,476 ‘‘A’’ ordinary shares for an issued
share capital of US$ 80 million
Share premium US$ 1,564 million
The authorized ordinary share capital was increased during the year by 19,961,476 ‘‘A’’ ordinary
shares with a par value of ZAR 1.00 per share as part of Sappi’s 2010 BEE Transaction. The issued
ordinary share capital increased during the year to its current numbers with the issue of 4,328,359
ordinary shares and 19,961,476 ‘‘A’’ ordinary shares as part of Sappi’s 2010 BEE Transaction.
All our ordinary shares in issue rank pari passu with each other and are fully paid and not subject to
calls for additional payments of any kind. Trading in our ordinary shares has been dematerialized under
the terms of the STRATE initiative of the JSE, and the provisions of section 91A of the Companies Act
relating to uncertificated securities apply in respect of those shares which have been dematerialized.
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 and will receive 50% of the dividends
payable on the Ordinary Shares. The ‘‘A’’ Ordinary Shares have the same voting rights as Ordinary
Shares but are not and will not be listed on the JSE. The ‘‘A’’ Ordinary Shares were issued to the BEE
Trusts in connection with the BEE Transaction and may not be disposed of by the BEE Trusts until the
August 2019 when Sappi will have the option to repurchase a number of ‘‘A’’ Ordinary Shares. 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
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