Exhibit 4.3


 


WERKSMANS
 ATTORNEYS


 


SECOND DEED OF AMENDMENT


 


 


to


 


 


THE SAPPI LIMITED SHARE INCENTIVE SCHEME


 


 


between


 


 


SAPPI LIMITED


 


 


and


 


 


DAVID CHARLES BRINK


 


 


and


 


 


THOMAS LOUW DE BEER


 

















 


TABLE OF CONTENTS


 


	
  1

  	
  INTRODUCTION

  	
  1

  
	
   

  	
   

  	
   

  
	
  2

  	
  AMENDMENT

  	
  2

  
	
   

  	
   

  	
   

  
	
  3

  	
  GENERAL

  	
  3

  



 

















 


SECOND DEED OF AMENDMENT


 


to


 


THE SAPPI LIMITED SHARE INCENTIVE SCHEME


(“scheme”)


 


between


 


SAPPI LIMITED


(Registration No 05/08963/06)


(“company”)


of the first part


 


and


 


DAVID CHARLES BRINK


 


and


 


THOMAS LOUW DE BEER


 


(in their capacities as trustees of The Sappi Limited Share Incentive
Trust) 


(“trustees”)


of the second part


 


	
  1

  	
   

  	
  INTRODUCTION

  
	
   

  	
   

  	
   

  
	
  1.1

  	
   

  	
  On
  5 March 1997, the trust deed (“deed”) constituting the scheme was
  adopted by the company.

  
	
   

  	
   

  	
   

  
	
  1.2

  	
   

  	
  The
  deed was amended by way of a deed of amendment dated 19 January 1998. The
  deed as amended by such amendment is referred to hereinafter as the “amended deed”.

  



 

















 


	
  1.3

  	
   

  	
  Clause 30 of the amended
  deed provides that it shall be competent for the board of directors of the
  company (“board”) and the trustees to amend the scheme subject to the prior
  approval of the Johannesburg Stock Exchange (“JSE”) and of any other
  competent authority; provided that amendments affecting certain matters shall
  not be competent unless sanctioned by the company in general meeting.

  
	
   

  	
   

  	
   

  
	
  1.4

  	
   

  	
  The board and the trustees
  have agreed to amend the amended deed in the manner set out below.

  
	
   

  	
   

  	
   

  
	
  1.5

  	
   

  	
  It is recorded that -

  
	
   

  	
   

  	
   

  
	
  1.5.1

  	
   

  	
  this
  deed of amendment requires the sanction of the company in general meeting;
  and

  
	
   

  	
   

  	
   

  
	
  1.5.2

  	
   

  	
  this
  deed of amendment has, or will shortly, be approved by the JSE.

  
	
   

  	
   

  	
   

  
	
  2

  	
   

  	
  AMENDMENT

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The amended deed is hereby
  amended, with effect from 3 December 1999, by the substitution of the -

  
	
   

  	
   

  	
   

  
	
  2.1

  	
   

  	
  word
  “tenth” where it appears in each of clauses 1.1.14, 11.2 and 20.2.6 thereof
  with the word “eighth”; 

  
	
   

  	
   

  	
   

  
	
  2.2

  	
   

  	
  word
  “ten” where it appears in each of clauses 1.1.15 and 20.2.4 thereof with the
  word “eight”;

  
	
   

  	
   

  	
   

  
	
  2.3

  	
   

  	
  words
  “be a multiple of 100 not exceeding 10 000 000 shares; provided that the said
  number shall be increased or reduced in direct proportion to the increase or
  reduction in the number of ordinary shares in the company’s issued share
  capital arising from any

  



 


2

















 


	
   

  	
   

  	
  conversion,
  redemption, consolidation, sub-division, issue for cash, vendor placing,
  rights or capitalisation issue of shares in the capital of the company” in
  clause 8.2 thereof with the words “not exceed 7,5% of the company’s entire
  issued ordinary share capital from time to time”.

  
	
   

  	
   

  	
   

  
	
  3

  	
   

  	
  GENERAL

  
	
   

  	
   

  	
   

  
	
  3.1

  	
   

  	
  Unless
  the context clearly indicates a contrary intention, words and expressions in
  the amended deed shall bear the same meanings in this deed of amendment.

  
	
   

  	
   

  	
   

  
	
  3.2

  	
   

  	
  Save
  for the amendments in 2, the provisions of the amended deed shall remain
  unaltered and in full force and effect.

  
	
   

  	
   

  	
   

  
	
  3.3

  	
   

  	
  If
  there is any conflict between the provisions of the amended deed and this
  deed of amendment, the provisions of this deed of amendment shall prevail.

  



 


	
  Signed at

  	
  Johannesburg

  	
  on

  	
    2nd March 2000

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  for

  	
    Sappi Limited

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
    /s/  D G Wilson

  
	
   

  	
   

  	
   

  	
    who warrants
  that he is duly

    authorized hereto

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Signed at

  	
  Johannesburg

  	
  on

  	
    9th March 2000

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
    /s/  D C Brink

  
	
   

  	
   

  	
   

  	
    David Charles
  Brink

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Signed at

  	
  Johannesburg

  	
  on

  	
    9th March 2000

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
    /s/  T L 
  de Beer

  
	
   

  	
   

  	
   

  	
    Thomas Louw De
  Beer

  



 


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