MPACT LIMITED INTEGRATED REPORT 2011 ADMINISTRATION · 2.5 Countries of operation 6 2.6 Nature of ownership 6 2.7 Markets served including geographic breakdown/sectors served/customers

MPACT LIMITEDINTEGRATED REPORT 2011106

ADMINISTRATION

MPACT LIMITEDINTEGRATED REPORT 2011 / ADMINISTRATION 107


SHAREHOLDER INFORMATION as at 30 December 2011

No of holders

% of total share

holdersNo of

shares

% of totalissued

share capital

1) Analysis of shareholdings

1 - 1,000 30,628 96.51 1,261,233 0.77

1,001 - 10,000 637 2.01 1,904,628 1.16

10,001 - 100,000 288 0.91 11,853,698 7.23

100,001 - 1,000,000 150 0.47 50,781,135 30.96

1,000,001 - More 31 0.10 98,245,782 59.89

Totals 31,734 100.00 164,046,476 100.00

2) major beneficial shareholders (5% and more of the shares in issue)

Public investment corporation (GEPF) 28,261,993 17.23

– Direct 19,954,628 12.16

– Indirect 8,307,365 5.07

Shanduka Packaging (Proprietary) Limited 17,150,154 10.45

3) shareholder spread

Non-public: 1 0.01 17,178,448 10.47

Directors and prescribed officers 5 0.00 28,294 0.02

Shanduka Packaging (Pty) Limited 1 0.01 17,150,154 10.45

Public 31,732 99.99 146,868,028 88.56

Totals 31,734 100.00 164,046,476 100.00

4) Distribution of shareholders

Individuals 29,435 92.76 2,540,214 1.55

Pension funds 187 0.59 52,312,626 31.89

Banks 121 0.38 18,088,549 11.03

Close corporations 82 0.26 936,126 0.57

Insurance companies 8 0.03 4,483,731 2.73

Medical aid schemes 5 0.02 367,654 0.22

Nominees and trusts 1,369 4.31 27,529,511 16.78

Private companies 464 1.46 55,733,157 33.97

Public companies 63 0.20 2,054,908 1.25

Totals 31,734 100.00 164,046,476 100.00



SHAREHOLDERS’ DIARy

Financial year-end 31 December

Annual general meeting 5 june 2012

Reports

Interim for half-year to 30 June 2011 Published 11 August 2011

Preliminary report for the year ended 31 December 2011 Published 8 March 2012

Annual Integrated Report posting date 28 March 2012

Dividends

Maiden dividend declared for the year ended 31 December 2011 40 cents per share

Details of dividend declared

Last day to trade/receive a dividend Thursday, 19 April 2012

Shares commence trading “ex” dividend Friday, 20 April 2012

Record date Thursday, 26 April 2012

Payment date Monday, 30 April 2012

Share certificates may not be dematerialised or rematerialised between Friday 20 April 2012 and Thursday 26 April 2012 inclusive.


GRI CONTENT INDEX

The following table presents a content index to the Global Reporting Initiative G3 indicators.

Profile

1. strategy and analysis

1.1 Statement from senior decision maker 16 to 19

1.2 Description of key impacts, risks and opportunities 26 to 27 and 58 to 61

2. Organisational profile

2.1 Organisation’s name 6

2.2 Major products 6

2.3 Operational structure and major divisions 6

2.4 Location of headquarters IBC

2.5 Countries of operation 6

2.6 Nature of ownership 6

2.7 Markets served including geographic breakdown/sectors served/customers 7 to 8

2.8 Scale of organisation including number of employees, net sales/revenues, total capitalisation 6 to 8

2.9 Significant changes during reporting period 4

2.10 Awards received 9 and 18

3. report parameters

3.1 Reporting period 4

3.2 Date of previous report 4

3.3 Reporting cycle 4

3.4 Contact point 4

report scope and boundary

3.5 Process for defining report content 4

3.6 Boundary of the report 4

3.7 Limitations on the scope or boundary of the report 4

3.8 Basis for reporting on joint ventures, etc 4

3.10 Restatements of information 85 to 105

3.11 Significant changes from previous reporting periods Not applicable

GrI content index

3.12 Table identifying the location of disclosures in the report 110 to 112

Assurance

3.13 Policy and practice for seeking independent assurance for report 4

4. Governance, commitments and engagement

4.1 Governance structure including committees 52 to 55

4.2 Status of chair of highest governance body 53

4.3 Percent of independent directors 53

4.4 Mechanisms for shareholders and employees to interact with board 27 to 28 and 57

4.5 Linkage between compensation and organisation’s performance 67

4.6 Process for the board to ensure conflicts of interest are avoided 56



4. Governance, commitments and engagement continued

4.7 Processes for determining qualifications and expertise of the board 53

4.8 Mission and values statements, codes of conduct, and principles relevant to economic, environmental and social performance IFC

4.9 Procedures for board oversight on economic, environmental and social performance 55

4.10 Processes for evaluating board performance 56

Commitments to external initiatives

4.11 How precautionary approach/principle is addressed by organisation 58 to 61

4.12 Externally, voluntary economic, environmental, and social principles or initiatives endorsed 4

4.13 Significant memberships in associations and/or advocacy organisations 27, 40, 44 and 61

stakeholder engagement

4.14 List of stakeholder groups 27

4.15 Basis for identification and selection of stakeholders with whom to engage 27

4.16 Approaches to stakeholder engagement, including frequency and type 27

4.17 Key issues raised through stakeholder engagement and response 28

Economic performance indicators

EC1 Economic value generated and distributed, including revenues, operating costs, employee compensation, donations and other community investments, retained earnings, and payments to capital providers and governments 29

EC2 Financial implications, risks and opportunities due to climate change 44

EC3 Coverage of the organisation’s defined benefit plan obligations 31, 37 and 63 to 69

market presence

EC6 Policy, practices and spending on locally based suppliers 31

Indirect economic impacts

EC8 Development and impact of infrastructure investments and services for public benefit 39 to 41

EC9 Significant indirect economic impacts, including the extent of impacts 39 to 41

Environmental performance indicators

materials

EN2 Percentage of materials used that are recycled input materials 43

Energy

EN3 Direct energy consumption by primary energy source 44

EN4 Indirect energy consumption by primary source 44

Emissions, effluents and waste

EN16 Total direct and indirect greenhouse gas emissions by weight 44

social performance: Labour practices and decent work performance indicators

Employment

LA1 Total workforce by employment type, employment contract and region 37

LA3 Benefits provided to full-time employees that are not provided to temporary/part-time employees 37


GRI CONTENT INDEX

Labour/management relations

LA4 Percentage of employees covered by collective bargaining agreements 38

Occupational health and safety

LA7 Rates of injury, occupational diseases, lost days and absenteeism, and number of work-related fatalities 33 to 36

LA8 Education, training, counselling, prevention and risk-control programmes in place to assist workforce members, their families or community members regarding serious diseases 36

Training and education

LA11 Programmes for skills management and lifelong learning that support continued employability of employees 37

Freedom of association and collective bargaining

HR5 Operations where the right to freedom of association and collective bargaining may be at significant risk, actions taken to support rights None

society performance indicators

Community

SO1 Nature, scope and effectiveness of any programmes and practices that assess and manage the impacts of operations on communities, including entering, operating and exiting 39 to 41

Product responsibility performance indicators

Customer health and safety

PR1 Life cycle stages in which health and safety impacts of products and services are assessed for improvement, percentage of significant products and services categories subject to such procedures 42

Products and services

PR3 Type of product and service information required by procedures, percentage of significant products and services concerned 42



NOTICE OF ANNuAL GENERAL MEETING

MPACT LIMITED(Registration number 2004/025229/06) Share code: MPTISIN: ZAE000156501(“Mpact” or “the company”)

Notice is hereby given to the shareholders of Mpact as at 23 March 2012, being the record date to receive notice of the annual general meeting in terms of section 59(1)(a) of the Companies Act, 71 of 2008 as amended (“Companies Act”), that the first annual general meeting (“meeting”) of the company will be held at mpact Limited, 4th Floor, 3 melrose Boulevard, melrose Arch, Johannesburg on 5 June 2012 at 13h00 for the purpose of considering the following business, and if deemed fit to pass, with or without modification, the following ordinary and special resolutions, in the manner required by the Companies Act, as read with the JSE Limited (“JSE”) Listings Requirements; and to further deal with such other business as may lawfully be dealt with at the meeting, which meeting is to be participated in and voted at by shareholders registered as such as at 25 May 2012, being the record date to participate in and vote at the annual general meeting in terms of section 62(3)(a), read with section 59(1)(b), of the Companies Act. Accordingly the last day to trade in order to participate in and vote at the meeting is 18 May 2012.

SECTION 63(1) OF THE COMPANIES ACT – IDENTIFICATION OF MEETING PARTICIPANTS

Kindly note that meeting participants (including proxies) are required to provide reasonably satisfactory identification before being entitled to attend or participate in a shareholders’ meeting. Forms of identification include valid identity documents, driver’s licenses and passports.

ELECTRONIC PARTICIPATION IN THE ANNuAL GENERAL MEETING

Please note that the company intends to make provision for shareholders, or their proxies, to participate in the annual general meeting by way of electronic communication. Should you wish to participate in the annual general meeting by way of electronic communication as aforesaid, kindly call one of these numbers for prior arrangements:

Johannesburg (011) 535 3600

Cape Town (021) 819 0900

Durban (031) 812 7600

ORDINARy RESOLuTIONS

Ordinary resolution 1: Adoption of annual financial statements

“resolved that the consolidated annual financial statements of the company (and its subsidiaries) for the year ended 31 December 2011, including the directors’ report and the report of the audit and risk committee, be and are hereby received and adopted.” A summary of the annual financial statements are set out on pages 85 to 105 of this Integrated Report.

Ordinary resolution 2: Re-election of director

“resolved that AM Thompson, who retires by rotation in terms of the memorandum of incorporation of the company and who is eligible and available for re-election, be re-elected as a director of Mpact.”

Ordinary resolution 3: Re-election of director

“resolved that NP Dongwana, who retires by rotation in terms of the memorandum of incorporation of the company and who is eligible and available for re-election, be re-elected as a director of Mpact.”



Ordinary resolution 4: Appointment of auditors“resolved that Deloitte be and are hereby re-appointed as auditors of the company for the ensuing financial year, that Michael Jarvis is reappointed as the independent individual registered auditor who will undertake the audit for the company for the ensuing year, and that the directors be and are hereby authorised to fix the remuneration of the auditors.”

Ordinary resolution 5: Appointment of audit and risk committee member“resolved that TDA Ross as an independent non-executive director be appointed the chairperson and member of the company’s audit and risk committee until the next annual general meeting.”

Ordinary resolution 6: Appointment of audit and risk committee member“resolved that NP Dongwana as an independent non-executive director be appointed a member of the company’s audit and risk committee with effect from the end of this meeting subject to her re-election as a director pursuant to ordinary resolution 3, until the next annual general meeting.”

Ordinary resolution 7: Appointment of audit and risk committee member“resolved that AM Thompson as an independent non-executive director be appointed a member of the company’s audit and risk committee with effect from the end of this meeting, subject to his re-election as a director pursuant to ordinary resolution 2, until the next annual general meeting.”

Brief curriculum vitaes of each director standing for election or re-election are detailed on pages 48 to 49 of the Integrated Report of which this notice forms part.

Ordinary resolution 8: Endorsement of Mpact remuneration policy“resolved that the company remuneration policy be and is hereby endorsed by way of a non-binding advisory vote.” The company’s remuneration policy’s key principles are contained on page 64 of this Integrated Report of which this notice forms part.

The above resolution is submitted to shareholders for approval by way of a non-binding advisory vote.

A majority of the votes cast by all shareholders present, or represented by proxy at the annual general meeting, is required on the above ordinary resolutions numbered 1-8.

SPECIAL RESOLuTIONS

Special resolution 1: General authority to acquire (repurchase) shares“resolved that, by way of a general authority, Mpact and/or any of its subsidiaries be and are hereby authorised to acquire ordinary shares in the company from any person in accordance with the requirements of the Companies Act, the memorandum of incorporation of the company and the JSE Listings Requirements.”

The JSE Listings Requirements currently provide, inter alia, that:

• the acquisition of the ordinary shares must be effected through the order book operated by the JSE trading system and done without any prior understanding or arrangement between the company and the counter party;

• authorisation for a general repurchase of shares is authorised by the company’s memorandum of incorporation;

• this general authority shall only be valid until the earlier of the company’s next annual general meeting or the expiry of a period of 15 (fifteen) months from the date of passing of this special resolution;



• in determining the price at which the company’s ordinary shares are acquired in terms of this general authority, the maximum premium at which such ordinary shares may be acquired will be 10% (ten percent) of the weighted average of the market value at which such ordinary shares are traded on the JSE, as determined over the 5 (five) business days immediately preceding the date on which the transaction is effected;

• at any point in time, the company may only appoint one agent to effect any acquisition/s on its behalf;

• the acquisitions of ordinary shares in the aggregate in any one financial year may not exceed 5% (five percent) of the company’s issued ordinary share capital; and the number of securities purchased and held by a subsidiary or subsidiaries of the company shall not exceed 10% (ten percent) in aggregate of the number of issued shares in the company at the relevant times;

• the company may only effect the repurchase once a resolution has been passed by the board of directors of the company confirming that the board has authorised the repurchase, that the company has passed the solvency and liquidity test (“test”) and that since the test was done there have been no material changes to the financial position of the Group;

• any such general acquisitions are subject to exchange control regulations and approval at that point in time;

• the company or its subsidiaries may not acquire ordinary shares during a prohibited period as defined in paragraph 3.67 of the JSE Listings Requirements unless they have in place a repurchase programme where the dates and quantities of securities to be traded during the relevant period are fixed (not subject to any variation) and full details of the programme have been disclosed in an announcement over SENS prior to the commencement of the prohibited period; and

• an announcement will be published once the company has cumulatively repurchased 3% (three percent) of the number of the ordinary shares in issue at the time this general authority is granted (“initial number”), and for each 3% (three percent) in aggregate of the initial number acquired thereafter.

Reason for and effect of special resolution number 1The reason for and effect of this special resolution number 1 is to obtain an authority for, and to authorise, the company and the company’s subsidiaries, by way of a general authority, to acquire the company’s issued ordinary shares.

It is the intention of the directors of the company to use such authority should prevailing circumstances (including tax dispensations and market conditions) in their opinion warrant it.

The directors undertake that the company will not acquire ordinary shares as contemplated above unless the following can be met:

• The company and the Group will be able to repay its debts in the ordinary course of business for a period of 12 (twelve) months following the date of the acquisition.

• The company and the Group’s assets will be in excess of the liabilities of the company and the Group for a period of 12 (twelve) months after the date of the acquisition. For this purpose, the assets and liabilities will be recognised and measured in accordance with the accounting policies used in the latest audited consolidated annual Group financial statements which comply with the Companies Act.

• The share capital and reserves of the company and the Group will be adequate for ordinary business purposes for a period of 12 (twelve) months after the date of the acquisition.

• The working capital of the company and the Group will be adequate for ordinary business purposes for a period of 12 (twelve) months following the date of the acquisition.



• Upon entering the market to proceed with the acquisition, the company’s sponsor has confirmed the adequacy of the company’s and the Group’s working capital for the purposes of undertaking a general acquisition of shares, in writing to the JSE.

Other disclosure in terms of Section 26 of the JSE Listings RequirementsThe JSE Listings Requirements require the following disclosure, some of which are elsewhere in the Integrated Report of which this notice forms part as set out below:

• Directors and management – pages 48 to 51

• Major shareholders of the company – page 48

• Directors’ interests in securities – page 73

• Share capital of the company – page 80

Litigation statementIn terms of section 11.26 of the Listings Requirements of the JSE, the directors, whose names are given on pages 48 to 49 of the Integrated Report of which this notice forms part, are not aware of any legal or arbitration proceedings, including proceedings that are pending or threatened, that may have or have had in the recent past, being at least the previous 12 (twelve) months, a material effect on the Group’s financial position.

Directors’ responsibility statementThe directors, whose names are given on pages 48 to 49 of the Integrated Report, collectively and individually accept full responsibility for the accuracy of the information pertaining to this resolution and certify that to the best of their knowledge and belief there are no facts that have been omitted which would make any statement false or misleading, and that all reasonable enquiries to ascertain such facts have been made and that this resolution contains all information required by law and the JSE Listings Requirements.

Statement of no material changeOther than the facts and developments reported on in the Integrated Report, there have been no material changes in the financial position of the company and its subsidiaries since the date of signature of the audit report and the date of this notice.

Special resolution 2: Approval of non-executive directors fees“Resolved that payment to the non-executive directors of the following fees for services as directors with effect from 1 April 2012 until the date of the next annual general meeting be authorised:

1.1 Chairperson of the board

1.1.1 R700,000 p.a. for the chairperson, inclusive of the fees for the chairperson of the remuneration and nomination committee and all other fees.

1.2 Other non-executive directors:

1.2.1 R107,000 p.a. base fee;

1.2.2 R21,250 per day for each board meeting;

1.2.3 R170,000 p.a. for the chairperson of the audit and risk committee for up to four meetings a year plus R42,500 per meeting thereafter;

1.2.4 R85,000 p.a. for the other members of the audit and risk committee for up to four meetings a year plus R21,250 per meeting thereafter;

1.2.5 R128,000 p.a. for the chairperson of the social and ethics committee for up to four meetings a year plus R32,000 per meeting thereafter;



1.2.6 R64,000 p.a. for the other members of the social and ethics committee for up to four meetings a year plus R16,000 per meeting thereafter; and

1.2.7 R64,000 p.a. for the other members of the remuneration and nomination committee for up to four meetings a year

plus R16,000 per meeting thereafter.

Reason for and effect of special resolution 2The reason for special resolution 2 is to comply with the provisions of the Companies Act. The effect of the special resolution is

that, if approved by the shareholders at the annual general meeting, the fees payable to non-executive directors until the next

annual general meeting will be as set out above. Executive directors are not remunerated for their services as directors but are

remunerated as employees of the company.

The above fees have been proposed to ensure that the remuneration of non-executive directors remains competitive in order to

enable the company to retain and attract persons of the calibre, appropriate capabilities, skills and experience required to make

meaningful contributions to the company.

Special resolution 3: Approval of financial assistance

“resolved that to the extent required by the Companies Act, the board of directors of the company may, subject to compliance

with the requirements of the company’s memorandum of incorporation, the Companies Act and the JSE Listings Requirements,

each as presently constituted and as amended from time to time, authorise the company to provide direct or indirect financial

assistance by way of loan, guarantee, the provision of security or otherwise, to:

• any of its present or future subsidiaries and/or any other company or corporation that is or becomes related or inter-related to

the company for any purpose or in connection with any matter, including, but not limited to, acquisition of or subscription for

any option or any securities issued or to be issued by the company or a related or inter-related company, or for the purchase of

any securities of the company or a related or inter-related company; and

• any of its present or future directors or prescribed officers (or any person related to any of them or to any company or

corporation related or inter-related to any of them), or to any other person who is a participant in any of the company’s or

group of companies’ share or other employee incentive schemes, for the purpose of, or in connection with, the acquisition of

or subscription for any option or any securities issued or to be issued by the company or a related or inter-related company,

or for the purchase of any securities of the company or a related or inter-related company, where such financial assistance is

provided in terms of any such scheme that does not satisfy the requirements of section 97 of the Companies Act, such authority

to endure until the annual general meeting of the company for the year ended 31 December 2013.

Reason for and effect of special resolution 3Notwithstanding the title of section 45 of the Companies Act, being “Loans or other financial assistance to directors”, on a proper

interpretation, the body of the section may also apply to financial assistance provided by a company to related or inter-related

companies and corporations, including, inter alia, its subsidiaries, for any purpose.

Furthermore, section 44 of the Companies Act may also apply to the financial assistance so provided by a company to related

or inter-related companies, in the event that the financial assistance is provided for the purpose of, or in connection with, the

acquisition or subscription for any option, or any securities, issued or to be issued by the company or a related or inter-related

company, or for the purchase of any securities of the company or a related or inter-related company.

Both sections 44 and 45 of the Companies Act provide, inter alia, that the particular financial assistance must be provided only

pursuant to a special resolution of the shareholders, adopted within the previous 2 (two) years, which approved such assistance

either for the specific recipient, or generally for a category of potential recipients, and the specific recipient falls within that

category and the board of directors must be satisfied that:



• immediately after providing the financial assistance, the company would satisfy the solvency and liquidity test; and

• the terms under which the financial assistance is proposed to be given are fair and reasonable to the company.

The company would like the ability to provide financial assistance, if necessary, also in other circumstances, in accordance with

section 45 of the Companies Act. Furthermore, it may be necessary or desirous for the company to provide financial assistance

to related or inter-related companies and corporations to acquire or subscribe for options or securities or purchase securities of

the company or another company related or inter-related to it. Under the Companies Act, the company will however require the

special resolution referred to above to be adopted. In the circumstances and in order to, inter alia, ensure that the company’s

subsidiaries and other related and inter-related companies and corporations have access to financing and/or financial backing

from the company (as opposed to banks), it is necessary to obtain the approval of shareholders, as set out in special resolution 3.

Sections 44 and 45 contain exemptions in respect of employee share schemes that satisfy the requirements of section 97 of

the Companies Act. To the extent that any of the company’s share or other employee incentive schemes do not satisfy such

requirements, financial assistance (as contemplated in sections 44 and 45) to be provided under such schemes will, inter alia,

also require approval by special resolution. Accordingly, special resolution number 3 authorises financial assistance to any of

the company’s directors or prescribed officers (or any person related to any of them or to any company or corporation related

or inter-related to them), or to any other person who is a participant in any of the company’s share or other employee incentive

schemes, in order to facilitate their participation in any such schemes that do not satisfy the requirements of section 97 of the

Companies Act.

Special resolution 4: Approval of the proposed amendments to the share plan

“resolved that the proposed amendments to the Mpact Limited 2011 Share Plan, in terms of which the administration of the

share plan is amended to include The Mpact Limited Incentive Schemes Trust as an administrator of the share plan and replacing

the board of directors of the company as administrators of the share plan, be and are hereby approved in the form tabled at the

annual general meeting.”

Reason for and effect of special resolution 4Special resolution 4 is proposed in order to afford the company greater flexibility in the management of the Mpact Limited 2011

Share Plan going forward. In terms of Schedule 14.2 of the Listings Requirements, special resolution 4 must be approved by at

least 75% of the votes cast by shareholders present or represented by proxy at the general meeting, provided that no beneficiary

of the Mpact Limited 2011 Share Plan will be entitled to vote in respect of special resolution 4.

The Mpact Limited 2011 Share Plan, reflecting the proposed amendment, will be available for inspection.

Special resolution 5: Adoption of new memorandum of incorporation

“resolved that, in terms of section 16(1)(c)(ii) of the Companies Act, and Item 4(2) of Schedule 5 to the Companies Act, the

existing memorandum and articles of association of the company be and are hereby substituted in their entirety by the new

memorandum of incorporation as tabled at the annual general meeting and signed by the chairperson of the annual general

meeting on the first page thereof for identification purposes, with effect from the date of filing of, and registration by (to

the extent applicable), the required notice of amendment and new memorandum of incorporation with the Companies and

Intellectual Property Commission.”

Reason for and effect of special resolution 5Special resolution 5 is proposed in order to adopt a new memorandum of incorporation in substitution for the existing

memorandum and articles of association of the company, which new memorandum of incorporation is in compliance with the

provisions of the Companies Act and the Listings Requirements.

A summary of the new memorandum of incorporation proposed for adoption by shareholders is attached to the notice of annual

general meeting. A summary of salient terms of the new memorandum of incorporation is on pages 120 to 122. Further, copies

of the new memorandum of incorporation will be available for inspection by any person who has a beneficial interest in any

securities of the company at 18 May 2012, during normal office hours from the date of issue of this notice of annual general

meeting up to and including the date of the annual general meeting or any adjourned meeting.



A majority of 75% (seventy five percent) of the votes cast by all shareholders present, or represented by proxy at the annual general meeting, is required on the above special resolutions numbered 1-5.

vOTING AND PROXIES

A shareholder of the company entitled to attend and vote at the annual general meeting is entitled to appoint one or more proxies (who need not be a shareholder of the company) to attend, vote and speak in his/her stead. On a show of hands, every shareholder of the company present in person or represented by proxy shall have one vote only. On a poll, every shareholder of the company present in person or represented by proxy shall have one vote for every share held in the company by such shareholder.

Dematerialised shareholders who have elected own-name registration in the sub-register through a Central Securities Depository Participant (“CSDP”) and who are unable to attend but wish to vote at the annual general meeting, should complete and return the attached form of proxy and lodge it with the transfer secretaries of the company, Link Market Services South Africa (Proprietary) Limited, 13th Floor, Rennie House, 19 Ameshoff Street, Braamfontein, 2001.

Shareholders who have dematerialised their shares through a CSDP or broker rather than through own-name registration and who wish to attend the annual general meeting must instruct their CSDP or broker to issue them with the necessary authority to attend.

If such shareholders are unable to attend, but wish to vote at the annual general meeting, they should timeously provide their CSDP or broker with their voting instructions in terms of the custody agreement entered into between that shareholder and his/ her CSDP or broker.

Forms of proxy may also be obtained on request from the company’s registered office. Shareholders are requested to lodge their proxy forms by hand, post or facsimile to the transfer secretaries at Link Market Services South Africa (Proprietary) Limited, 13th Floor, Rennie House, 19 Ameshoff Street, Braamfontein, 2001, or P.O. Box 4844, Johannesburg, 2002, at least 48 hours prior to the meeting. Any forms of proxy not received by this time must be handed to the chairperson of the annual general meeting immediately prior to the meeting.

A shareholder entitled to attend and vote at the annual general meeting may appoint one or more proxies to attend, vote and speak in his/her/its stead at the annual general meeting. A proxy need not be a shareholder of the company. Any shareholder who completes and lodges a form of proxy will nevertheless be entitled to attend and vote in person at the annual general meeting should the shareholder subsequently decide to do so.

Equity securities held by a share trust or scheme will not have their votes at the annual general meeting taken into account for the purposes of resolutions proposed in terms of the JSE Listings Requirements.

By order of the board.

mN sepuruCompany Secretary6 March 2012

registered Office4th Floor3 Melrose BoulevardMelrose ArchGauteng2196


ANNEXuRE

ANNEXuRE TO THE NOTICE OF THE ANNuAL GENERAL MEETING OF THE SHAREHOLDERS OF MPACT LIMITED TO BE HELD AT MPACT LIMITED, 4TH FLOOR, 3 MELROSE BOuLEvARD, MELROSE ARCH, jOHANNESBuRG ON 5 juNE AT 13H00

Summary of the salient terms of the new memorandum of incorporation to be adopted by Mpact Limited (“the company”)

1. Introduction

What is set out below is a summary of the salient points of the new Memorandum of Incorporation of the company (“MOI”) that is proposed to be adopted at the next annual general meeting of the company on 5 June 2012. The Memorandum of Incorporation incorporates changes necessitated by the coming into force of the new Companies Act, No. 71 of 2008 as amended (“the Act”) and the Companies Regulations of 2011 promulgated in terms of the Act (“the Regulations”), which replaces the old Companies Act No. 61 of 1973. The amended MOI is also drafted in order to comply with the Listing Requirements of the JSE Limited (“the Listings Requirements”) as well as taking into consideration the principles encompassed in terms of the King Code on Corporate Governance for 2009 (“the King Code”). Set out below is a summary of the salient terms of the MOI. Shareholders are advised that the full MOI will be available at the annual general meeting.

2. Constitution of the company

The MOI reflects the constitution of the company in terms of the Act, in particular in relation to the company being constituted in accordance with :

2.1 the unalterable and alterable provisions of the Act which are not amended by the MOI;

2.2 the unalterable and alterable provisions of the Act subject to the limitations, extensions, variations or substitutions with respect to such alterable provisions set out in the MOI;

2.3 the provisions of the MOI; and

2.4 the provisions of the Board Charter which was adopted by the board on 26 July 2011.

3. Amendment of the MOI

3.1 The MOI may only be amended by a special resolution of each class of shareholders, subject to the approval to such amendments being obtained from the JSE.

3.2 If any proposed amendment to the MOI relates to the variation of any preferences, rights, limitations and/or other share terms attaching to any class of shares other than the ordinary shares, such amendment must also be approved by a special resolution of holders of shares in that class at a separate meeting of such holders of shares.

4. Company records and accounting records

The MOI includes provisions incorporating the principles of section 24, section 26 and the relevant provisions of the regulations relating to access to the company’s accounting and other records by, inter alia, shareholders. These provisions should be reviewed by shareholders in respect of their rights in relation to information relating to the company and the procedure that must be followed in respect of accessing the same.

5. Extended accountability requirements in Chapter 3 of the Act

The provisions of Chapter 3 of the Act, which apply to the company, are set out in the MOI and encompass the obligations to:

5.1 appoint a company secretary in accordance with the Act;

5.2 appoint an auditor in accordance with the Act and to have its annual financial statements audited;

5.3 appoint an audit committee in accordance with the Act; and

5.4 appoint a social and ethics committee in compliance with the Act read with the regulations. The social and ethics committee is governed by the terms and conditions contained in the Board Charter.



6. Authority to alter the authorised shares

The MOI restricts the board’s powers contained in section 36(3) of the Act, relating to, inter alia, adjusting the number of authorised shares in the capital of the company and varying the rights attaching to such shares. The MOI also makes the ability to engage in certain transactions involving the share capital of the company subject to the approval of a special resolution of the shareholders.

7. The issue of securities

In terms of the MOI, any issue of shares, securities convertible into shares, or rights exercisable for shares to a:

7.1 director, future director, prescribed officer or future prescribed officer of the company;

7.2 person related or inter-related to the company, or to a director or prescribed officer of the company, shall require the approval of the shareholders by special resolution in terms of section 41(3) of the Act.

8. Right of pre-emption of the issue of shares

The MOI incorporates provisions relating to the right of pre-emption of shareholders on the issue of shares, and it regulates the manner and the time periods in which these rights can be exercised subject to the Listings Requirements.

9. Odd-lot offers

The MOI includes provisions in accordance with the Listings Requirements relating to the right of the company to implement odd-lot offers.

10. Capitalisation shares

In respect of the MOI, the board is authorised to issue capitalisation shares in accordance with section 47 of the Act, subject to being authorised by shareholders by special resolution.

11. Financial assistance

11.1 In terms of the MOI the board may authorise the company to provide financial assistance for the purpose of or in connection with the subscription for any option or securities as contemplated in section 44 of the Act subject to and in accordance with section 44.

11.2 Further, the board may authorise the company to provide loans or other financial assistance to persons contemplated in section 45 of the Act subject to and in accordance with the requirements in terms of section 45 of the Act.

11.3 At the same time, the company may provide any financial assistance whatsoever to any person without restriction subject to the requirements of sections 44 and 45 of the Act on such terms and subject to such conditions as the board in its discretion may from time to time determine.

12. Securities other than shares (debt instruments)

In terms of the MOI, the board shall not authorise or issue any securities which are not shares including debt instruments except on terms and subject to conditions as the shareholders of each separate class of shares have approved by special resolution of such shareholders in accordance with section 43 of the Act. Further debt instruments shall not be issued with special privileges, including the attending and voting at a general meeting and the appointment of directors.

13. Distributions

13.1 The MOI regulates the declaration and/or payment of a distribution by the company, subject to section 46 of the Act.

13.2 In this regard all distributions must comply with section 46 of the Act and the Listing Requirements.

13.3 Payments to securities holders must be made in accordance with the Listing Requirements and must not provide that capital shall be repaid on the basis that it may be called up again.

13.4 The board or on recommendation of the board, the ordinary shareholders by ordinary resolution, may at any time authorise and/or declare a distribution which for the avoidance of doubt includes a dividend, subject to compliance of section 46 of the Act to be paid to shareholders of any class in proportion to the number of shares held by them in that class.

13.5 No distribution which for the avoidance of doubt shall include a dividend shall be declared by the shareholders in a general meeting that is more than the amount recommended by the directors.


14. Shareholders’ meetings

14.1 The MOI includes provisions that regulate shareholders’ meetings and shareholders’ interactions with the company, and seek to ensure compliance with the Act relating to corporate action involving shareholders.

14.2 The material changes relate to the notice period for shareholders’ meetings and the procedure for exercising voting rights (including the determination of record dates in respect thereof). Shareholders are advised to please consult the MOI in respect of their rights in relation to shareholders’ meetings and the procedure to be followed in respect thereof.

15. Directors’ proceedings

15.1 The MOI includes provisions that regulate directors’ proceedings and seek to ensure compliance with the Act.

15.2 The material changes related to the notice period for directors’ meetings and the procedure for exercising voting rights, the retirement of directors and their remuneration.

16. Board committees

16.1 The MOI regulates the establishment of various committees of the board subject to the terms and conditions of the Board Charter.

16.2 It also includes provisions regulating the mandatory committees that must be established by the company in terms of the Act and read with the regulations, for example the audit committee and the social and ethics committee.

17. Indemnification and directors’ insurance

The MOI authorises and regulates the provision of insurance and indemnification for directors’ conduct in accordance with the provisions of the Act.

18. Business rescue

The MOI includes provisions relating to the situation where the company has commenced business rescue proceedings and outlines the procedures to be followed in such situations as envisaged in the Act.

19. Notices

The MOI includes provisions relating to the giving of notices for meetings in accordance with the Act. The required time periods, the manner in which notices may be given and other requirements that must be met such as the notice period for shareholders’ meetings and the procedure for exercising voting rights (including the determination of record dates in respect thereof) are set out in the MOI.

ANNEXuRE



For use at the annual general meeting of the company to be held at mpact Limited, 4th Floor, 3 melrose Boulevard,

melrose Arch, Johannesburg on 5 June 2012 at 13h00 and at any adjournment thereof. A shareholder entitled to attend and

vote at the annual general meeting may appoint one or more proxies to attend, vote and speak in his/her/its stead at the annual

general meeting. A proxy need not be a shareholder of the company.

For use by the holders of the company’s certificated ordinary shares and/or dematerialised ordinary shares held through a Central

Securities Depository Participant (“CSDP”) or broker who have selected own-name registration (“own-name dematerialised

shareholders”). Additional forms of proxy are available from the transfer secretaries of the company.

Not for the use by holders of the company’s dematerialised ordinary shares who are not own-name dematerialised shareholders.

Such shareholders must contact their CSDP or broker timeously if they wish to attend and vote at the annual general meeting

and request that they be issued with the necessary letter of representation to do so, or provide the CSDP or broker timeously

with their voting instructions should they not wish to attend the annual general meeting in order for the CSDP or broker to vote

thereat in accordance with their instructions.

I/We ____________________________________________________________________________________ (Full name in block letters) of

___________________________________________________________________________________________________________ (address)

being a shareholder(s) of the company and holding ________________________________________ ordinary shares in the company,

hereby appoint ___________________________________________________________ of _______________________________________

failing him/her ___________________________________________________________ of _______________________________________

failing him/her the chairperson of the annual general meeting, as my/our proxy to act for me/us and on my/our behalf at the

annual general meeting which will be held for the purpose of considering and, if deemed fit, passing, with or without modification,

the ordinary and special resolutions to be proposed there at and at any adjournment thereof; and to vote for and/or against the

special and ordinary resolutions and/or abstain from voting in respect of the Mpact ordinary shares registered in my/our name(s),

in accordance with the following instructions:Number of votes

For Against Abstain

Ordinary resolutions

1. To adopt the annual financial statements of the company for the year ended 31 December 2011, including the directors’ report and the report of the audit and risk committee.

2. To re-elect AM Thompson as a director of the company

3. To re-elect NP Dongwana as a director of the company

4. To re-appoint the auditors, the individual auditor and to fix their remuneration

5. To appoint TDA Ross as a member of the audit and risk committee.

6. To appoint NP Dongwana as a member of the audit and risk committee.

7. To appoint AM Thompson as a member of the audit and risk committee.

8. Endorsement of the company remuneration policy

special resolutions

1. Special resolution 1: General authority to acquire (repurchase) shares

2. Special resolution 2: Approval of non-executive directors’ fees

3. Special resolution 3: Approval of financial assistance

4. Special resolution 4: Approval of the proposed amendments to the share plan

5. Special resolution 5: Adoption of new memorandum of incorporation

* Please indicate with an “X” in the appropriate spaces above how you wish your votes to be cast. Unless otherwise instructed, my/our proxy may vote as

he/she thinks fit. Please read the notes on the reverse side hereof.

Signed at __________________________________________________________________ (place) on ____________________ (date) 2012

Shareholder’s signature ____________________________________ assisted by ___________________________________ (if applicable)

FORM OF PROXy MPACT LIMITED(Registration number 2004/025229/06)

Share code: MPTISIN: ZAE000156501

(“Mpact” or “the company”)


NOTES TO THE FORM OF PROXy

1. This form of proxy is to be completed only by those shareholders who are: (a) registered holders of shares in a certificated form; or (b) holders of dematerialised shares in the company, registered in their own name.

2. Shareholders who have dematerialised their shares, other than own-name dematerialised shareholders, and who wish to attend the annual general meeting must contact their CSDP or broker who will furnish them with the necessary letter of representation to attend the annual general meeting, or they must instruct their CSDP or broker as to how they wish to vote in this regard. This must be done in terms of the agreement entered into between the shareholders and their CSDP or broker. Letters of representation must be lodged with the company’s registrars by 31 May 2012 or must be handed in at the meeting together with proof of identification.

3. Each shareholder is entitled to appoint one or more individuals as a proxy (who need not be a shareholder(s) of the company) to participate in, speak and, on a poll, vote in place of that shareholder at the annual general meeting.

4. A shareholder wishing to appoint a proxy must do so in writing by inserting the name of a proxy or the names of two alternative proxies of the shareholder’s choice on the form of proxy in the space provided, with or without deleting “the chairperson of the annual general meeting”. The person whose name stands first on the form of proxy and who is present at the annual general meeting will be entitled to act as proxy to the exclusion of those whose names follow.

5. A shareholder’s instructions to the proxy must be indicated on the form of proxy by the insertion of the relevant number of votes exercisable by that shareholder in the appropriate box(es) provided. Failure to comply with the above will be deemed to authorise the chairperson of the annual general meeting, if the chairperson is the authorised proxy, to vote in favour of the ordinary and special resolutions at the annual general meeting, or any other proxy to vote or to abstain from voting at the annual general meeting as he/she deems fit, in respect of all the shareholder’s votes exercisable thereat.

6. A shareholder or his/her proxy is not obliged to vote in respect of all the ordinary shares held by such shareholder or represented by such proxy, but the total number of votes for or against the ordinary resolutions and in respect of which any abstention is recorded may not exceed the total number of votes to which the shareholder or his/her proxy is entitled.

7. Documentary evidence establishing the authority of a person signing this form of proxy in a representative capacity must be attached to this form of proxy, unless previously recorded by the company’s transfer office or waived by the chairperson of the annual general meeting.

8. The chairperson of the annual general meeting may reject or accept any form of proxy which is completed and/or received other than in accordance with these instructions, provided that he is satisfied as to the manner in which a shareholder wishes to vote.

9. Any alterations or corrections to this form of proxy must be initialled by the signatory (ies).

10. The completion and lodging of this form of proxy will not preclude the relevant shareholder from attending the annual general meeting and speaking and voting in person thereat to the exclusion of any proxy appointed in terms hereof, should such shareholder wish to do so.

11. A minor must be assisted by his/her parent/guardian unless the relevant documents establishing his/her legal capacity are produced or have been registered by the company’s transfer secretaries.

12. Where there are joint holders of any shares, only that holder whose name appears first in the register in respect of such shares need sign this form of proxy.

13. Any proxy appointment made in terms of this form of proxy remains valid until the end of the annual general meeting, unless revoked earlier.

14. Shareholders are requested to lodge their forms of proxy by hand, post or facsimile with the transfer secretaries at the address given below to be received at least 48 hours prior to the meeting:

Any forms of proxy not received by this time must be handed to the chairperson of the annual general meeting immediately prior to the meeting.



SuMMARy OF RIGHTS ESTABLISHED By SECTION 58 OF THE COMPANIES ACT, 71 OF 2008 (“COMPANIES ACT”), AS REquIRED IN TERMS OF SuBSECTION 58(8)(B)(I)

1. A shareholder may at any time appoint any individual, including a non-shareholder of the company, as a proxy to participate in, speak and vote at a shareholders’ meeting on his or her behalf (section 58(1)(a)), or to give or withhold consent on behalf of the shareholder to a decision in terms of section 60 (shareholders acting other than at a meeting) (section 58(1)(b)).

2. A proxy appointment must be in writing, dated and signed by the shareholder, and remains valid for one year after the date on which it was signed or any longer or shorter period expressly set out in the appointment, unless it is revoked in terms of paragraph 6.3 or expires earlier in terms of paragraph 10.4 (section 58(2)).

3. A shareholder may appoint two or more persons concurrently as proxies and may appoint more than one proxy to exercise voting rights attached to different securities held by the shareholder (section 58(3)(a)).

4. A proxy may delegate his or her authority to act on behalf of the shareholder to another person, subject to any restriction set out in the instrument appointing the proxy (“proxy instrument”) (section 58(3)(b)).

5. A copy of the proxy instrument must be delivered to the company, or to any other person acting on behalf of the company, before the proxy exercises any rights of the shareholder at a shareholders’ meeting (section 58(3)(c)) and in terms of the Memorandum of Incorporation (“MOI”) of the company at least 48 hours before the annual general meeting commences.

6. Irrespective of the form of instrument used to appoint a proxy - 6.1 the appointment is suspended at any time and to the extent that the shareholder chooses to act directly and in person

in the exercise of any rights as a shareholder (section 58(4)(a)); 6.2 the appointment is revocable unless the proxy appointment expressly states otherwise (section 58(4)(b)); and 6.3 if the appointment is revocable, a shareholder may revoke the proxy appointment by cancelling it in writing or by

making a later, inconsistent appointment of a proxy, and delivering a copy of the revocation instrument to the proxy and to the company (section 58(4)(c)).

7. The revocation of a proxy appointment constitutes a complete and final cancellation of the proxy’s authority to act on behalf of the shareholder as of the later of the date stated in the revocation instrument, if any, or the date on which the revocation instrument was delivered as contemplated in paragraph 6.3 (section 58(5)).

8. If the proxy instrument has been delivered to a company, as long as that appointment remains in effect, any notice required by the Companies Act or the company’s MOI to be delivered by the company to the shareholder must be delivered by the company to the shareholder (section 58(6)(a)), or the proxy or proxies, if the shareholder has directed the company to do so in writing and paid any reasonable fee charged by the company for doing so (section 58(6)(b)).

9. A proxy is entitled to exercise, or abstain from exercising, any voting right of the shareholder without direction, except to the extent that the MOI or proxy instrument provides otherwise (section 58(7)).

10. If a company issues an invitation to shareholders to appoint one or more persons named by the company as a proxy, or supplies a form of proxy instrument –

10.1 the invitation must be sent to every shareholder entitled to notice of the annual general meeting at which the proxy is intended to be exercised (section 58(8)(a));

10.2 the invitation or form of proxy instrument supplied by the company must - 10.2.1 bear a reasonably prominent summary of the rights established in section 58 of the Companies Act (section

58(8)(b)(i)); 10.2.2 contain adequate blank space, immediately preceding the name(s) of any person(s) named in it, to enable

a shareholder to write the name, and if desired, an alternative name of a proxy chosen by the shareholder (section 58(8)(b)(ii)); and

10.2.3 provide adequate space for the shareholder to indicate whether the appointed proxy is to vote in favour of or against any resolution(s) to be put at the annual general meeting, or is to abstain from voting (section 58(8)(b)(iii));

10.3 the company must not require that the proxy appointment be made irrevocable (section 58(8)(c)); and 10.4 the proxy appointment remains valid only until the end of the annual general meeting at which it was intended to be

used, subject to paragraph 0 (section 58(8)(d)).

APPENDIX


GLOSSARy OF TERMS

Actuarial gains and losses: The effect of differences between the previous actuarial assumptions and what has actually occurred as well as the effect of changes in actuarial assumptions.

Amortised cost: The amount at which a financial asset or liability is measured at initial recognition, adjusted for principal repayments, plus or minus the cumulative amortisation using the effective interest method of any difference between that initial amount and the maturity amount and minus any reduction for impairment or uncollectability.

BMI: BMI Research (Pty) Limited.

Cartonboard: Paperboard used to produce folding cartons and graphic products like cards and covers.

Cash flow hedge: A hedge of the exposure to variability in cash flows that is attributable to a particular risk associated with an asset or liability, or a highly probable forecast that could affect profit or loss.

Cash generating unit: The smallest identifiable group of assets that generates cash inflows and is largely independent of the cash inflows from other assets or groups of assets.

Constructive obligation: An obligation that derives from an established pattern of past practice, published policies or a sufficiently specific current statement such that it created a valid expectation on the part of other parties that the obligation will be met.

Containerboard: Collective term for kraftliner and/or testliner and fluting, the two basic components used to make the walls of corrugated boxes and cases.

Control: The power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.

Corrugated board: Packing material produced by gluing outer layers of containerboard to a rippled middle layer of fluting.

Corrugated boxes: Boxes produced from corrugated board.

Corrugated packaging: Packaging materials made from corrugated board.

Current ratio: Current assets divided by current liabilities.

De-inked pulp: Waste paper pulp produced from recovered printed paper from which the ink has been removed.

Derivative: A financial instrument, whose value changes in response to an underlying contract, requires no initial or minimal net investment in relation to other types of contracts that would be expected to have a similar response to changes in market factors and is settled at a future date.

Discount rate: The rate used for purposes of determining discounted cash flows defined as the yield on relevant South African government bonds that have maturity dates approximating the term of the related cash flows. The pre-taxation interest rate reflects the current market assessment of the time value of money. In determining the cash flows the risk specific to the asset or liability are taken into account in determining those cash flows and are not included in determining the discount rate.

Dividend cover: The ratio obtained by expressing underlying earnings per share as a multiple of dividends paid per share.

Dividend policy: The Group intends to adopt a dividend policy which reflects its strategy of creating value and growth with the objective of offering shareholders long-term dividend growth. The Group will target a dividend cover of two to three times on average over the cycle, although the payout ratio in each year may vary according to the business cycle.

EBIT: Earnings before interest and taxes, as defined by IFRS.

EBITDA: Operating profit including subsidiaries and joint ventures before special items, depreciation and amortisation.

EBITDA interest cover: EBITDA divided by net debt finance charges (before special financing items).

Extrusion-coated: Substrate material (e.g. paper, board, aluminium) coated with a molten web of resin (polymer) to enhance its barrier properties (e.g. to make it waterproof).

Fair value: The amount for which an asset could be exchanged between knowledgeable and willing parties in an arm’s length transaction.



Fair value hedge: A hedge of exposure to changes in fair value of a recognised asset, liability or firm commitment.

Finance lease: A lease that transfers substantially all the risks and rewards incidental to ownership of an asset. Title may or may not eventually be transferred.

Financial asset: Cash or cash equivalents, a contractual right to receive cash, an equity instrument or a contractual right to exchange financial instruments under favourable conditions.

Financial guarantee: A contract that requires the issuer to make specified payments to reimburse the holder for a loss it incurs because a specified debtor fails to make payment when due in accordance with the original or modified terms of the debt instrument.

Financial instrument: A contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.

Financial liability: A contractual right to pay cash or transfer other benefits or a contractual obligation to exchange a financial instrument under unfavourable conditions.

Financing cover: Profit before finance costs and taxation divided by the finance costs.

Flexible packaging: Papers, cellulose films and aluminium foils primarily used, separately or in combination, for retail food and non-food packaging (e.g. pet food, hygiene product overwrap, detergents) and other specialist uses such as medical, pharmaceutical and tobacco.

Fluting: Raw material used for the rippled middle layer of corrugated board.

Gearing: The ratio of net debt to total capital employed.

Group revenue: Total turnover including subsidiaries and proportionate share of joint venture turnover.

Headline earnings: JSE Listings measure, calculated in accordance with Circular 3/2009, “Headline Earnings”, as issued by the South African Institute of Chartered Accountants.

Hedged item: An asset, liability, firm commitment, highly probable forecast

transaction or net investment in a foreign operation that

exposes the entity to risk of changes in fair value or future

cash flows and is designated as being hedged.

Hedging instrument: A designated derivative or non-derivative financial asset or

non-derivative financial liability whose fair value or cash flows

are expected to offset changes in the fair value or cash flows

of a designated hedged item.

JSE: The JSE Limited, incorporated in South Africa under

registration number 2005/022939/06, licensed as an exchange

under the Securities Services Act.

Kraft paper: Strong paper made from virgin fibre.

Kraftliner: Containerboard manufactured primarily from virgin fibre.

LTIFR:Lost-time injury frequency rate per million hours, refers to

work-related injuries which result in the employee being

unable to perform their normal duties on the next scheduled

work day or shift.

Minimum lease payments: Payments over the lease term that the lessee is or can be

required to make, excluding contingent rent, costs for

services and taxes to be paid by and reimbursed to the lessor,

together with any amounts guaranteed by the lessee or by

a party related to the lessee or in the case of a lessor, any

residual value guaranteed to the lessor by the lessee, a party

related to the lessee or a third party unrelated to the lessor

that is financially capable of discharging the obligations under

the guarantee.

Net assets: Net assets are segment assets, consisting of property, plant

and equipment, intangible assets, retirement benefits

surplus, inventories and operating receivables less segment

liabilities, consisting of non-interest bearing current liabilities,

restoration and environmental provisions and provisions for

post-retirement benefits.

Net asset value per share: The net asset value divided by the number of shares in issue,

after deducting treasury shares, at the end of the year.


GLOSSARy OF TERMS

Net debt: A measure, comprising short-term, medium and long-term borrowings and bank overdrafts less cash and cash equivalents and current financial asset investments.

Pamsa: Paper Manufacturers Association of South Africa.

Prasa: Paper Recycling Association of South Africa.

Operating lease: A lease other than a finance lease.

Underlying operating margin: Underlying operating profit divided by Group revenue.

PET: Polyethylene terephthalate, a thermoplastic polymer resin of the polyester family, used in beverage, food and other liquid packaging.

Price earnings ratio: The closing price on the JSE Limited on the 31 December 2011 divided by the earnings per share.

Recoverable amount: The higher of an asset’s or cash generating unit’s fair value less costs to sell, and its value-in-use.

Recovered fibre: Used paper and board separately collected for re-use as fibre raw material in paper and board manufacture.

Recycled fibre: Fibre derived from the collection and treatment of waste paper.

Return on capital employed (ROCE): Underlying operating profit, including share of associates’ net income divided by average capital employed. Capital employed is adjusted for impairments in the year and spend on the strategic projects which are not yet in production.

Shared based payment: A transaction in which the entity issues shares or share options to employees in exchange for services rendered.

Shareholders’ funds: Stated capital, retained earnings and other reserves attributable to equity holders of Mpact.

SHE:Safety, health and environment.

Significant influence: Significant influence is the power to participate in the financial and operating policy decisions of the associate, which is not control or joint control over those policies.

Special items: Those non-recurring financial items which the Group believes should be separately disclosed on the face of the consolidated income statement to assist in understanding the underlying financial performance achieved by the Group and its business.

Testliner: Containerboard manufactured primarily from recycled product.

TGCOE:Total gross cost of employment.

Total equity: Shareholders’ funds and non-controlling interests in equity.

Trading capital employed: Net assets plus investment in associates, deferred tax, and other non-operating assets and liabilities excluding financial investments.

Underlying earnings: Net profit after tax before special items attributable to equity holders of the parent companies.

Underlying operating profit: Operating profit including subsidiaries and joint ventures before special items.

Underlying profit before tax: Profit/(loss) before tax and special items.

Useful life: The period over which an asset is expected to be available for use, or the number of production or similar units expected to be obtained from the asset.

Value-in-use: The present value of the future cash flows expected to be derived from an asset or cash generating unit.

Wood pulp: Principal raw material of paper and containerboard. The suitability of certain types of wood pulp for specific products depends upon the type of wood used and the pulping process. Pulp produced from hardwood trees (e.g. eucalyptus, aspen, birch and acacia) has short fibres and is better suited to coated packaging boards, coated and uncoated fine paper and tissues. Softwood (e.g. pine and fir) has long fibres and is generally used for strengthening.


COMPANy SECRETARy

Noriah Sepuru

4th Floor

3 Melrose Boulevard

Melrose Arch 2196

Gauteng, South Africa

SPONSORS

Rand Merchant Bank, a division of FirstRand Bank Limited

(Registration number 1929/001225/06

1 Merchant Place

Rivonia Road

Sandton 2196

(P.O. Box 786273 Sandton 2196)

South Africa

AuDITORS AND REPORTING ACCOuNTANTS

Deloitte

Deloitte Place

The Woodlands

Woodlands Drive

Woodmead

Sandton 2196

(Private Bag X6, Gallo Manor 2052)

South Africa

REGISTERED OFFICE

4th Floor3 Melrose BoulevardMelrose Arch 2196Gauteng, South AfricaRegistered in South AfricaRegistration No: 2004/025229/06Website: www.mpact.co.za JSE share code: MPT JSE ISIN: ZAE 000156501

COMMERCIAL BANkERS TO THE GROuP

The Standard Bank of South Africa(Registration number 1962/000738/063 Simmonds StreetJohannesburg 2001(P.O. Box 61344 Marshalltown 2107)South Africa

TRANSFER SECRETARIES

Link Market Services South Africa (Proprietary) Limited(Registration number 2000/007239/07)13th Floor, Rennie House19 Ameshoff StreetBraamfontein 2001(P.O. Box 4844, Johannesburg 2000)South Africa

CORPORATE INFORMATION

5339/11

www.mpact.co.za

INT

EG

RA

TE

D R

EP

OR

T 2011

Documents

MPACT LIMITED INTEGRATED REPORT 2011 ADMINISTRATION · 2.5 Countries of operation 6 2.6 Nature of ownership 6 2.7 Markets served including geographic breakdown/sectors served/customers