exv4w5



 




Exhibit 4.5


ORIGINAL



SECOND DEED OF AMENDMENT



to



GF MANAGEMENT INCENTIVE SCHEME



between



GOLD FIELDS LIMITED



and



TOKYO MOSIMA GABRIEL SEXWALE



and



GORDON RAE PARKER








 









 







SECOND DEED OF AMENDMENT




to




GF MANAGEMENT INCENTIVE SCHEME




between




GOLD FIELDS LIMITED




and




TOKYO MOSIMA GABRIEL SEXWALE




and




GORDON RAE PARKER




 









 







TABLE OF CONTENTS



	 	 	 	 	 
	1 INTRODUCTION
	 	 	1	 
	2 SECOND AMENDMENT
	 	 	2	 
	3 GENERAL
	 	 	3	 







 









 





SECOND DEED OF AMENDMENT



to



GF MANAGEMENT INCENTIVE
SCHEME

(“scheme”)



between



GOLD FIELDS LIMITED

(Registration number 1968/004880/06)

(“company”)

of the first part



and



TOKYO MOSIMA GABRIEL SEXWALE

(“Sexwale”)



and



GORDON RAE PARKER

(“Parker”)

(in their capacity as trustees of The GF Management Incentive Trust)

(collectively, “the trustees”)

of the second part




	1	 	INTRODUCTION
	 
	1.1	 	On 10 November 1999, the trust deed (“deed”) constituting the scheme was
adopted by the company.



 









 





2





	1.2	 	The deed was amended by way of deed of amendment dated 4 May 2001.
The deed as amended by such amendment is referred hereinafter as “the
amended deed”. Clause 29 of the amended deed provides, inter alia, that
it shall be competent for the board of directors of the company
(“board”) and the trustees to amend the provisions of the scheme;
provided that the sanction of the company in general meeting is
required in certain instances (“special instances”).
	 
	1.3	 	The board and trustees have agreed to amend the amended deed in the manner
set out below.
	 
	1.4	 	It is recorded that -





	1.4.1	 	this second deed of amendment has, or will shortly, be approved by the
JSE Securities Exchange; and
	 
	1.4.2	 	this second deed of amendment as it amends a provision of the
deed, which falls within one of the special instances, requires the
sanction of the company in general meeting, which sanction was
obtained at the annual general meeting of the company on 31 October
2001.





	2	 	SECOND AMENDMENT
	 
	 	 	The amended deed is hereby amended as follows -





	2.1	 	by the deletion of the current clause 8.2 and the replacement thereof by -
	 
	 	 	“8.2 Subject to 8.3, the prior written authority of the company in
general meeting shall be required if, the aggregate number of shares
which may be acquired under this scheme is to exceed 22 791 830 shares
being approximately 5% of the company’s present issued share capital;
provided that the said number shall be increased or reduced in direct
proportion to any increase or reduction of the ordinary shares in the
company’s issued share capital upon any conversion, redemption,




 









 





3



	 	 	consolidation, sub-division, rights or capitalisation issue of shares in
the capital of the company or any vendor placing.”
	 
	3	 	GENERAL
	 
	3.1	 	Unless the context clearly indicates a contrary intention, words
and expressions in the deed and the amended deed shall bear the same
meanings in this second deed of amendment.
	 
	3.2	 	Save for the amendments in 2, the provisions of the amended deed and the
deed shall remain unaltered and in full force and effect.
	 
	3.3	 	If there are any conflicts between the provisions of the amended
deed, the deed and this second deed of amendment, the provisions of
this second deed of amendment shall prevail.





			
	 	 	 
	Signed at Johannesburg
	 	on 15 November 2001







for Gold Fields Limited




/s/
who warrants that he is duly

authorised hereto




			
	 	 	 
	Signed at Johannesburg
	 	on November 28 2001







/s/ Tokyo Mosima Gabriel Sexwale
Tokyo Mosima Gabriel Sexwale



 









 





4




			
	 	 	 
	Signed at Johannesburg
	 	on Nov 28, 2001








/s/
 Gordon Rae Parker
Gordon Rae Parker



This deed of amendment was duly adopted at a meeting of a company held at
Johannesburg on the [31] day of [October] 2001




			
	 	 	 
	Signed at Johannesburg
	 	on 15 November 2001








/s/
Chairman/Director