Exhibit
4.1


 


ORIGINAL


 


DEED OF TRUST


 


constituting


 


THE SAPPI LIMITED SHARE
INCENTIVE TRUST


 


Signed at Johannesburg on 5 March 1997


 





 


Johannesburg


 

















 


THE
SAPPI LIMITED SHARE INCENTIVE SCHEME


 


AS
TABLED AT THE ANNUAL GENERAL MEETING


OF
SAPPI LIMITED HELD ON 5 MARCH 1997


AND
HEREBY INITIALLED FOR THE


PURPOSES
OF IDENTIFICATION


 


 




	
   

  	
  /s/ E VAN AS - CHAIRMAN

  	
   

  






 

















 


TABLE OF
CONTENTS


 


	
  1

  	
   

  	
  INTERPRETATION

  	
   

  	
  1

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  PART 1 – THE TRUST

  	
   

  	
  7

  
	
   

  	
   

  	
   

  
	
  2

  	
   

  	
  CONSTITUTION OF TRUST AND TRUSTEES

  	
   

  	
  7

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3

  	
   

  	
  POWERS OF TRUSTEES

  	
   

  	
  8

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4

  	
   

  	
  SECURITY

  	
   

  	
  9

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5

  	
   

  	
  REMUNERATION OF TRUSTEES

  	
   

  	
  9

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6

  	
   

  	
  DUTIES OF TRUSTEES

  	
   

  	
  10

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7

  	
   

  	
  INDEMNITY AND LEGAL PROCEEDINGS

  	
   

  	
  10

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8

  	
   

  	
  PURCHASE OF OR SUBSCRIPTION FOR SHARES

  	
   

  	
  11

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9

  	
   

  	
  FUNDING OF THE TRUST

  	
   

  	
  12

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  PART 2 – THE CREDIT SALE SCHEME

  	
   

  	
  13

  
	
   

  	
   

  	
   

  
	
  10

  	
   

  	
  ACQUISITION OF SCHEME SHARES

  	
   

  	
  13

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  11

  	
   

  	
  PAYMENT FOR SCHEME SHARES AND INTEREST

  	
   

  	
  14

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  12

  	
   

  	
  TRANSFER, LISTING AND PLEDGE OF SHARES

  	
   

  	
  17

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  13

  	
   

  	
  DIVIDENDS

  	
   

  	
  19

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  PART 3 - THE SHARE OPTION SCHEME

  	
   

  	
  20

  
	
   

  	
   

  	
   

  
	
  14

  	
   

  	
  ACQUISITION OF SHARE OPTIONS

  	
   

  	
  20

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  15

  	
   

  	
  SHARE OPTIONS

  	
   

  	
  20

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  16

  	
   

  	
  EXERCISE OF SHARE OPTIONS

  	
   

  	
  21

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  17

  	
   

  	
  ALLOTMENT

  	
   

  	
  22

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  PART 4 - GENERAL PROVISIONS RELATING
  TO THE CREDIT SALE SCHEME AND THE SHARE OPTION SCHEME

  	
   

  	
  22

  
	
   

  	
   

  	
   

  
	
  18

  	
   

  	
  TERMINATION OF EMPLOYMENT

  	
   

  	
  22

  



 

















 


	
  19

  	
   

  	
  RIGHTS AND
  CAPITALIZATION ISSUES, CONSOLIDATIONS. SUB-DIVISIONS, REORGANISATION AND
  TAKEOVER AND SCRIP DIVIDENDS

  	
   

  	
  26

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  PART 5 - THE COMBINED OPTION/DEFERRED
  SALE SCHEME

  	
   

  	
  31

  
	
   

  	
   

  	
   

  
	
  20

  	
   

  	
  THE SCHEME

  	
   

  	
  31

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  PART 6 - SWITCHING MECHANISMS

  	
   

  	
  37

  
	
   

  	
   

  	
   

  
	
  21

  	
   

  	
  SHARE OPTIONS - CREDIT SALE

  	
   

  	
  37

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  22

  	
   

  	
  CREDIT SALE - SHARE OPTIONS

  	
   

  	
  38

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  23

  	
   

  	
  CREDIT SALE - COMBINED OPTION/DEFERRED SALE

  	
   

  	
  39

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  24

  	
   

  	
  SHARE OPTION - COMBINED OPTION/DEFERRED
  SALE

  	
   

  	
  41

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  25

  	
   

  	
  COMBINED OPTION/DEFERRED SALE - CREDIT SALE
  OR SHARE OPTIONS

  	
   

  	
  42

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  PART 7 - GENERAL

  	
   

  	
  45

  
	
   

  	
   

  	
   

  
	
  26

  	
   

  	
  ASSIGNMENT OF RIGHTS OR OBLIGATIONS

  	
   

  	
  45

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  27

  	
   

  	
  TRANSFERS FROM THE EXISTING SCHEME

  	
   

  	
  46

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  28

  	
   

  	
  CERTIFICATES

  	
   

  	
  47

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  29

  	
   

  	
  AGREEMENT BINDING ON PARTICIPANTS

  	
   

  	
  47

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  30

  	
   

  	
  AMENDMENT

  	
   

  	
  47

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  31

  	
   

  	
  DISPUTES

  	
   

  	
  48

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  32

  	
   

  	
  ANNUAL FINANCIAL STATEMENTS

  	
   

  	
  51

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  33

  	
   

  	
  PROFITS AND LOSSES

  	
   

  	
  51

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  34

  	
   

  	
  TERMINATION

  	
   

  	
  52

  



 

















 


THE SAPPI LIMITED SHARE INCENTIVE SCHEME


 


The  purpose
of the scheme is to provide employees of the group with the opportunity to
acquire an interest in the equity of the company, thereby providing such
employees with a further incentive to advance the group’s interests and
promoting an identity of interests between such employees and the shareholders
of the company.


 


1            INTERPRETATION


 


	
  1.1

  	
   

  	
  In this
  deed, unless the context clearly indicates a contrary intention, the
  following words and expressions shall bear the following meanings and cognate
  words and expressions shall bear corresponding meanings -

  
	
   

  	
   

  	
   

  
	
  1.1.1

  	
   

  	
  “acceptance
  date” - the date of acceptance by a participant of an offer for the
  acquisition of scheme shares, share options or rights and options in terms of
  10, 14 or 20, as the case may be;

  
	
   

  	
   

  	
   

  
	
  1.1.2

  	
   

  	
  “allocation
  price ” - the price per share payable by a participant for allocation shares,
  which price shall be the closing price at which shares are traded on the JSE
  on the trading day immediately preceding the date upon which the board will
  have resolved to offer to grant, or direct the trustees to offer to grant,
  the relevant right and option to that participant; provided that such price
  shall, if the date on which it is to be determined falls between the date on
  which the company declared an interim or final dividend on such shares and
  the last day for registration by shareholders to participate in such
  dividend, be reduced by the amount of such dividend;

  
	
   

  	
   

  	
   

  
	
  1.1.3

  	
   

  	
  “allocation
  shares “ - shares acquired by a participant pursuant to the exercise of a
  right and option in terms of 20;

  
	
   

  	
   

  	
   

  
	
  1.1.4

  	
   

  	
  “Act “ - the
  Companies Act 1973, as amended;

  



 


1

















 


	
  1.1.5

  	
   

  	
  “board” - the board of directors of the
  company acting either itself or through any committee constituted from time
  to time and appointed by it for the purpose of administering this scheme;

  
	
   

  	
   

  	
   

  
	
  1.1.6

  	
   

  	
  “company” - Sappi Limited (Registration
  number 05/08963/06);

  
	
   

  	
   

  	
   

  
	
  1.1.7

  	
   

  	
  “early retirement” - retirement at or after
  the age of fifty-five years but prior to normal retirement age referred to in
  1.1.19;

  
	
   

  	
   

  	
   

  
	
  1.1.8

  	
   

  	
  “eligible applicant” - a person eligible
  for participation in this scheme, namely an officer or other employee of any
  company or other entity or association of persons forming part of the group,
  which person shall be determined from time to time by the board in its
  discretion;

  
	
   

  	
   

  	
   

  
	
  1.1.9

  	
   

  	
  “existing scheme” - the Sappi Limited Share Purchase Scheme adopted
  at a general meeting of the company on 26 June 1979;

  
	
   

  	
   

  	
   

  
	
  1.1.10

  	
   

  	
  “family company” - any company or close corporation, the entire
  issued share capital or member’s interests of which is held and beneficially
  owned by all or any of an eligible applicant or participant, his lawful
  spouse, his lawful issue (including adopted children) and/or his family
  trust;

  
	
   

  	
   

  	
   

  
	
  1.1.11

  	
   

  	
  “family trust” - a trust constituted solely for the benefit of all or
  any of an eligible applicant or a participant, his lawful spouse and/or his
  lawful issue (including adopted children);

  
	
   

  	
   

  	
   

  
	
  1.1.12

  	
   

  	
  “group” -the company, the company’s subsidiaries for the time being and any
  company, partnership, trust or other entity or association of persons which
  is controlled or jointly controlled by the company, whether directly or
  indirectly, for which purpose the word “controlled” includes the right to
  direct or otherwise control the votes attaching to the majority (or one-half in
  the case of joint control) of the voting shares or other voting instruments
  or voting rights in that company, partnership, trust or other entity or
  association of persons;

  



 


2

















 


	
  1.1.13

  	
   

  	
  “JSE” - Johannesburg Stock Exchange;

  
	
   

  	
   

  	
   

  
	
  1.1.14

  	
   

  	
  “maximum period” - the period from the
  acceptance date to the tenth anniversary date thereof;

  
	
   

  	
   

  	
   

  
	
  1.1.15

  	
   

  	
  “option period” - the period from the
  acceptance date to the date of completion of ten subsequent years continuous
  service in the group;

  
	
   

  	
   

  	
   

  
	
  1.1.16

  	
   

  	
  “option price” - the price per share
  payable by a participant upon the exercise of a share option in respect
  thereof, which price shall be the closing price at which shares are traded on
  the JSE on the trading day immediately preceding the date upon which the
  board will have resolved to offer to grant, or direct the trustees to offer
  to grant, the relevant option to that participant; provided that such price
  shall, if the date on which it is to be determined falls between the date on
  which the company declared an interim or final dividend on such shares and
  the last day for registration by shareholders to participate in such
  dividend, be reduced by the amount of such dividend;

  
	
   

  	
   

  	
   

  
	
  1.1.17

  	
   

  	
  “option shares” - shares in respect of
  which options have been granted in terms of 14, for as long as such options
  have not been exercised and have not lapsed;

  
	
   

  	
   

  	
   

  
	
  1.1.18

  	
   

  	
  “participant” - an eligible applicant (or
  his nominated family trust or family company) who has accepted an offer to
  acquire share options, scheme shares or rights and options in terms of 10, 14
  or 20 (as the case may be) including his heirs, executors or administrators;

  
	
   

  	
   

  	
   

  
	
  1.1.19

  	
   

  	
  “retirement” - retirement at normal
  retirement age (and not at early retirement age, whether or not such early
  retirement is voluntary) in accordance with any pension or similar scheme of
  the company or other entity in the group from time to time in force of which
  the participant in question is a member or participant, it being recorded
  that such normal retirement age is currently either sixty or sixty-three
  years;

  



 


3

















 


	
  1.1.20

  	
   

  	
  “right and option” - the right and option
  granted to a participant in terms of 20 to enter into an agreement with the
  company or the trust to acquire allocation shares;

  
	
   

  	
   

  	
   

  
	
  1.1.21

  	
   

  	
  “scheme” - the scheme to enable employees
  of the group to acquire and/or fund the acquisition of shares, the terms of
  which are embodied in this document;

  
	
   

  	
   

  	
   

  
	
  1.1.22

  	
   

  	
  “scheme capitalization shares” - shares or
  other securities in the company allotted and issued to a participant by way
  of a capitalization of profits, share premium or reserves in respect of his
  holding of scheme shares;

  
	
   

  	
   

  	
   

  
	
  1.1.23

  	
   

  	
  “scheme rights shares” - shares or other
  securities subscribed for in terms or as a consequence of a rights issue and
  acquired by or on behalf of a participant in terms of 19.2;

  
	
   

  	
   

  	
   

  
	
  1.1.24

  	
   

  	
  “scheme shares” - shares acquired by a
  participant in terms of 10, including -

  
	
   

  	
   

  	
   

  
	
  1.1.24.1

  	
   

  	
  shares
  acquired by a participant who held share options and who accepted an offer by
  the trustees to subscribe for or purchase on his behalf the shares
  represented by such options in terms of 21;

  
	
   

  	
   

  	
   

  
	
  1.1.24.2

  	
   

  	
  scheme
  capitalization shares;

  
	
   

  	
   

  	
   

  
	
  1.1.24.3

  	
   

  	
  scheme
  rights shares; and

  
	
   

  	
   

  	
   

  
	
  1.1.24.4

  	
   

  	
  shares or
  other securities in the company or in any other company allotted, issued or
  transferred by way of exchange for scheme shares pursuant to any conversion
  or redemption of shares in accordance with the company’s articles of association
  and/or pursuant to any takeover of the company or any scheme of arrangement
  or other proposal having as its object the

  



 


4

















 


	
   

  	
   

  	
  passing of control or the reconstruction of the capital of the
  company and/or pursuant to a reduction of capital or deregistration of the
  company,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  for so long as those shares or other securities remain the subject to
  the pledge referred to in 12;

  
	
   

  	
   

  	
   

  
	
  1.1.25

  	
   

  	
  “shares” - ordinary shares of a nominal value of R1 each in the capital
  of the company;

  
	
   

  	
   

  	
   

  
	
  1.1.26

  	
   

  	
  “share debt”- the amount for the time being owing by a participant to
  the trust in respect of scheme shares, which amount may be increased from
  time to time in regard to any participant in accordance with the directions of
  the board, in its discretion, by such amount/s which may become payable by
  the participant in question -

  
	
   

  	
   

  	
   

  
	
  1.1.26.1

  	
   

  	
  in respect of any interest liability
  incurred from time to time by a participant on any amount owing to the trust
  in terms of this scheme; and/or

  
	
   

  	
   

  	
   

  
	
  1.1.26.2

  	
   

  	
  pursuant to any provision of the Income Tax
  Act 1962 as amended (or any amendment or substitution thereof) arising out of
  or pursuant to his participation in the scheme;

  
	
   

  	
   

  	
   

  
	
  1.1.27

  	
   

  	
  “share option” - the right and option granted to a participant in
  terms of 14 to acquire option shares;

  
	
   

  	
   

  	
   

  
	
  1.1.28

  	
   

  	
  “share price” - the price per share payable by a participant for scheme
  shares, which price shall be the closing price at which shares are traded on
  the JSE on the trading day immediately preceding the date upon which the
  board will have resolved to direct the trustees to offer the relevant scheme
  shares to that participant; provided that such price shall, if the date on
  which it is to be determined falls between the date on which the company
  declared an interim or final dividend on such shares and the last day for
  registration by shareholders to

  



 


5

















 


	
   

  	
   

  	
  participate in such dividend, be reduced by the amount of such
  dividend;

  
	
   

  	
   

  	
   

  
	
  1.1.29

  	
   

  	
  “trust” - The Sappi Limited Share Incentive Trust constituted in
  terms of 2.1;

  
	
   

  	
   

  	
   

  
	
  1.1.30

  	
   

  	
  “trustees” - the trustees of the trust for the time being, the first
  trustees being the persons referred to in 2.3.

  
	
   

  	
   

  	
   

  
	
  1.2

  	
   

  	
  In this deed
  -

  
	
   

  	
   

  	
   

  
	
  1.2.1

  	
   

  	
  clause headings are used for convenience
  only and shall be ignored in its interpretation;

  
	
   

  	
   

  	
   

  
	
  1.2.2

  	
   

  	
  unless the context clearly indicates a
  contrary intention, an expression which denotes -

  
	
   

  	
   

  	
   

  
	
  1.2.2.1

  	
   

  	
  any one gender includes the other genders;

  
	
   

  	
   

  	
   

  
	
  1.2.2.2

  	
   

  	
  a natural person includes an artificial
  person (whether corporate or unincorporate) and vice versa;

  
	
   

  	
   

  	
   

  
	
  1.2.2.3

  	
   

  	
  the singular includes the plural and vice versa;

  
	
   

  	
   

  	
   

  
	
  1.2.3

  	
   

  	
  unless the context clearly indicates a
  contrary intention, words and expressions defined in the Act shall bear the
  meanings therein assigned to them.

  
	
   

  	
   

  	
   

  
	
  1.3

  	
   

  	
  If any provision in 1.1 is a substantive provision conferring any
  right or imposing any obligation on anyone, effect shall be given to it as if
  it were a substantive provision in the body of this deed.

  
	
   

  	
   

  	
   

  
	
  1.4 

  	
   

  	
  When any
  number of days is prescribed in this deed, same shall be reckoned exclusively
  of the first and inclusively of the last day unless the last day falls on a
  Saturday, Sunday or official public holiday, in which case the last day 

  



 


6














 


	
   

  	
   

  	
  shall be the
  next succeeding day which is not a Saturday, Sunday or official public
  holiday.

  



 


PART 1
-THE TRUST


 


2           CONSTITUTION
OF TRUST AND TRUSTEES


 


	
  2.1

  	
   

  	
  There is hereby constituted a trust for the benefit of participants,
  to be known as the “The Sappi Limited Share Incentive Trust”, upon the terms
  and conditions of this deed.

  
	
   

  	
   

  	
   

  
	
  2.2

  	
   

  	
  There shall at all times be a minimum of two trustees in office.

  
	
   

  	
   

  	
   

  
	
  2.3

  	
   

  	
  David Charles Brink and Thomas Louw De Beer are appointed to be, and
  by their signatures hereto accept appointment as, the first trustees of the
  trust.

  
	
   

  	
   

  	
   

  
	
  2.4

  	
   

  	
  If any trustee shall cease to hold office for any reason, the board
  shall appoint a person who is willing to act as trustee in his place.

  
	
   

  	
   

  	
   

  
	
  2.5

  	
   

  	
  The board shall have the right to appoint
  any person qualified for appointment as a trustee as an additional trustee or
  as an alternate trustee and shall, if it appoints any person as an alternate
  trustee, designate the trustee to whom he shall act as alternate. An
  alternate trustee shall be entitled to act as trustee in the place of and
  during any temporary absence or incapacity of his principal.

  
	
   

  	
   

  	
   

  
	
  2.6

  	
   

  	
  No trustee or alternate trustee shall be
  entitled to participate under this scheme for as long as he holds office as a
  trustee or as an alternate trustee.

  
	
   

  	
   

  	
   

  
	
  2.7

  	
   

  	
  A trustee or alternate trustee shall cease to hold office as such if
  he - .

  
	
   

  	
   

  	
   

  
	
  2.7.1

  	
   

  	
  is removed by resolution of the board; or

  
	
   

  	
   

  	
   

  
	
  2.7.2

  	
   

  	
  resigns upon giving the company and his
  co-trustees not less than one calendar month’s written notice to that effect;
  or

  



 


7

















 


	
  2.7.3

  	
   

  	
  becomes disqualified from holding an
  appointment as a director of a company.

  
	
   

  	
   

  	
   

  
	
  2.8

  	
   

  	
  All
  decisions of the trustees shall be taken by a simple majority vote.

  
	
   

  	
   

  	
   

  
	
  2.9

  	
   

  	
  A quorum for
  any meeting of trustees shall be two trustees.

  



 


3           POWERS
OF TRUSTEES


 


The trustees shall have plenary powers to enable them to carry out and
give effect to the intent, purposes and provisions of this scheme, including
the powers set out in Schedule 2 of the Act and such powers as may from time to
time be expressly conferred on them by the board. Without derogating from the
generality of the aforegoing, the trustees shall have the power, inter alia, to
–


 


	
  3.1

  	
   

  	
  borrow
  moneys, with or without security, either from the group in terms of 9 or from
  third parties for the purpose of giving effect to this scheme;

  
	
   

  	
   

  	
   

  
	
  3.2

  	
   

  	
  lend moneys,
  with or without security, to participants to enable such

  
	
   

  	
   

  	
  participants
  to acquire shares pursuant to this scheme;

  
	
   

  	
   

  	
   

  
	
  3.3

  	
   

  	
  open and
  operate banking accounts or other accounts appropriate to the business of the
  trust, to draw and issue cheques and to receive cheques, promissory notes
  and/or bills of exchange, and to endorse any of the same for collection by
  the bank and/or other financial institution at which the said account was
  opened;

  
	
   

  	
   

  	
   

  
	
  3.4

  	
   

  	
  invest any
  surplus moneys of the trust in shares or other securities of the company or
  in such other manner as the board may froth time to time approve; –

  
	
   

  	
   

  	
   

  
	
  3.5

  	
   

  	
  employ and
  act on the advice of, and pay out of the funds of the trust, the reasonable
  fees and disbursements of the company, auditors, attorneys, counsel and other
  professional consultants in connection with the affairs of the trust;

  



 


8

















 


	
  3.6

  	
   

  	
  delegate any
  of their powers and functions to any one or more of their number;

  
	
   

  	
   

  	
   

  
	
  3.7

  	
   

  	
  subject to 8.2 and 8.3, repurchase and
  resell scheme shares and allocation shares; and

  
	
   

  	
   

  	
   

  
	
  3.8

  	
   

  	
  exercise such further rights, powers and
  authorities as may from time to time be conferred upon them under this scheme
  or by resolution of the board.

  



 


4            SECURITY


 


No trustee, alternate trustee or successor trustee shall be required to
furnish any security of any nature to the Master of the Supreme Court or to any
other official or officer, nor shall any security be required for the due
performance of any duty under the Trust Property Control Act 1988 or under any
other statutory provision of the Republic of South Africa or elsewhere.


 


5           REMUNERATION
OF TRUSTEES


 


	
  5.1

  	
   

  	
  The trustees
  and alternate trustees shall be entitled to -

  
	
   

  	
   

  	
   

  
	
  5.1.1

  	
   

  	
  such
  remuneration (if any) as may from time to time be agreed between them and the
  board; and

  
	
   

  	
   

  	
   

  
	
  5.1.2

  	
   

  	
  reimbursement
  from the trust of all expenses properly incurred by them in and about the
  execution of their duties as trustees.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Such remuneration and expenditure shall be
  borne and paid by the company if the trust is unable to pay these amounts
  from its own resources.

  
	
   

  	
   

  	
   

  
	
  5.2

  	
   

  	
  The holding of office of a trustee or
  alternate trustee shall not preclude him or any firm or company of which he
  is a member from rendering and recovering reasonable remuneration for
  professional services on behalf of the trust.

  



 


9

















 


6           DUTIES
OF TRUSTEES


 


The duties of the trustees in relation to the trust shall be those
prescribed by this deed. In this regard, the day to day administration of the
business of the trust may be delegated to any person, including any officer of
the company, who shall perform all his duties in accordance with the
instructions of the trustees. The duties of the trustees shall include, without
limitation, the duty to -


 


	
  6.1

  	
   

  	
  subscribe
  for or purchase shares in accordance with the provisions of this deed;

  
	
   

  	
   

  	
   

  
	
  6.2

  	
   

  	
  offer eligible applicants the opportunity
  to acquire shares purchased or subscribed for by the trustees in terms of 8.1
  or options in respect thereof;

  
	
   

  	
   

  	
   

  
	
  6.3

  	
   

  	
  invest the funds of the trust in such form
  as is permitted by the provisions of this deed;

  
	
   

  	
   

  	
   

  
	
  6.4

  	
   

  	
  administer
  the scheme in order to achieve and maintain its objectives;

  
	
   

  	
   

  	
   

  
	
  6.5

  	
   

  	
  cause proper records and books of account
  to be kept of the affairs of the trust and their administration thereof and
  to cause financial statements to be prepared to accord with the financial
  year end of the company or such other date as may be determined by the board;
  and

  
	
   

  	
   

  	
   

  
	
  6.6

  	
   

  	
  carry out such other duties as may,
  consistent with their offices as trustees, be delegated to them from time to
  time by resolution of the board.

  



 


7           INDEMNITY
AND LEGAL PROCEEDINGS


 


	
  7.1

  	
   

  	
  None of the trustees, alternate trustees,
  successor trustees or officers of the trust shall be liable for, and the
  company indemnifies each of them against, any loss sustained by the trust or
  by any participant out of whatever cause arising, save and except loss
  sustained as a result of the gross negligence, willful misconduct or
  dishonesty of the trustee, alternate trustee, successor trustee or officer in
  question.

  



 


10

















 


	
  7.2

  	
   

  	
  Legal
  proceedings instituted by or against the trust may be instituted in its name.

  



 


8           PURCHASE
OF OR SUBSCRIPTION FOR SHARES


 


	
  8.1

  	
   

  	
  Subject to the provisions of the Act, the
  trustees shall, for the purposes of the scheme, from time to time –

  
	
   

  	
   

  	
   

  
	
  8.1.1

  	
   

  	
  purchase or subscribe; or

  
	
   

  	
   

  	
   

  
	
  8.1.2

  	
   

  	
  be given options to purchase or subscribe; or

  
	
   

  	
   

  	
   

  
	
  8.1.3

  	
   

  	
  be given rights and options to purchase or
  subscribe,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  for such numbers of shares at such prices as may be agreed upon by
  the trustees and the board from time to time.

  
	
   

  	
   

  	
   

  



 


	
  8.2

  	
  Subject to 8.4, without the prior authority
  of the company in general meeting and the approval of the JSE, the aggregate
  number of shares which may be acquired under or pursuant to this scheme shall
  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 conversion, redemption, consolidation, sub-division,
  issue for cash, vendor placing, rights or capitalisation issue of shares in
  the capital of the company.

  
	
   

  	
   

  
	
  8.3

  	
  Subject to 8.4, the aggregate number of
  shares that may be acquired by any one participant in terms of or pursuant to
  this scheme shall not exceed 1 000 000 shares~ provided that the said number
  shall be increased or reduced in direct proportion to the increase or
  reduction of ordinary shares in the company’s issued share capital arising
  from any conversion, redemption, consolidation, sub-division, issue for cash,
  vendor placing, rights or capitalisation issue of shares in the capital of
  the company.

  



 


11

















 


	
  8 4 

  	
  In the
  determination of the number of scheme shares, option shares or allocation
  shares which may be acquired by participants in terms of 8.2 or 8.3, the
  board shall be entitled to direct the trustees to refrain from taking into
  account shares which have been or are capable of being released to a
  participant in terms of this scheme; provided that the board shall only be
  entitled to give such direction in respect of shares, the acceptance date in
  respect of which was more than ten years prior to the date of such direction.
  

  



 


9           FUNDING
OF THE TRUST


 


	
   

  	
  The purchase
  or subscription price of shares acquired by the trust in terms of 8 or
  otherwise under this scheme, the costs incurred in the acquisition thereof,
  any administration or other expenses or administration fees properly incurred
  by or on behalf of the trustees in the performance of their duties in terms
  of or to give effect to the scheme, the amounts referred to in 11.1, any
  duties payable upon the issue or transfer of shares to participants and any
  moneys required to effect loans under this deed or repayment of any previous
  borrowings by the trustees shall be funded, as the board from time to time
  may direct, out of -

  



 


	
  9.1

  	
   

  	
  the trust’s own resources, if any; and/or

  
	
   

  	
   

  	
   

  
	
  9.2

  	
   

  	
  loans to be made to the trust by companies
  forming part of the group in accordance with section 38(2)(b) of the
  Act; and/or

  
	
   

  	
   

  	
   

  
	
  9.3

  	
   

  	
  loans by third parties to the trust to be
  procured by the company upon such terms as the company is able to arrange;
  and/or

  
	
   

  	
   

  	
   

  
	
  9.4

  	
   

  	
  any other resource which is available to
  the trust from time to time.

  



 


	
   

  	
  The company
  undertakes to ensure that the trust shall at all times be in a position to
  fund the acquisition of shares under the scheme.

  



 


12

















 


PART 2 - THE CREDIT SALE
SCHEME


 


10         ACQUISITION
OF SCHEME SHARES


 


	
  10.1

  	
   

  	
  The trustees shall, if the board so directs
  and subject to 10.2, offer eligible applicants the opportunity to acquire
  scheme shares at the share price, which price may be higher or lower than the
  price at which the shares in question were or are to be acquired by the
  trust.

  
	
   

  	
   

  	
   

  
	
  10.2

  	
   

  	
  An offer made in terms of 10.1 –

  
	
   

  	
   

  	
   

  
	
  10.2.1

  	
   

  	
  shall be in writing;

  
	
   

  	
   

  	
   

  
	
  10.2.2

  	
   

  	
  may only be accepted by the eligible
  applicant to whom it is addressed (or by his family trust or family company
  in terms of 26);

  
	
   

  	
   

  	
   

  
	
  10.2:3

  	
   

  	
  shall specify the maximum number of shares
  (being a multiple of 100) in respect of which the offer may be accepted;

  
	
   

  	
   

  	
   

  
	
  10.2.4

  	
   

  	
  shall be in the form from time to time
  prescribed by the trustees;

  
	
   

  	
   

  	
   

  
	
  10.2.5

  	
   

  	
  may be accepted for the whole or such lesser
  number (being a multiple of 100) of the number of shares to which the offer
  relates, as the eligible applicant may elect.

  
	
   

  	
   

  	
   

  
	
  10.3

  	
   

  	
  Acceptance by an eligible applicant of an
  offer made to him to acquire scheme shares shall -

  
	
   

  	
   

  	
   

  
	
  10.3.1

  	
   

  	
  be communicated to the trustees in writing
  by not later than twenty days after the date upon which the offer giving rise
  thereto is made;

  
	
   

  	
   

  	
   

  
	
  10.3.2

  	
   

  	
  be accompanied by payment of such amount
  per share (if any) as may be stipulated by the board from time to time.

  



 


13

















 


11                                 PAYMENT FOR SCHEME
SHARES AND INTEREST


 


	
  11.1

  	
   

  	
  Save for the amount per share (if any) referred to in 10.3.2, the
  trust shall fund the acquisition of scheme shares by a participant and, to
  the extent not covered by any dividends accruing to the participant and, if
  the board so directs in its discretion, any taxation liability of a
  participant specified in 1.1. 26. 2.

  
	
   

  	
   

  	
   

  
	
  11.2

  	
   

  	
  Subject to 11.5, any amount paid on the acquisition of scheme shares,
  the portion of dividends referred to in 13.1.2 and any payment made in terms
  of 11.3 shall be applied rateably toward payment of the share price of all of
  the scheme shares which such participant holds unless the participant
  allocates in writing, at the time that he makes such payment, the payment to
  specific scheme shares (in multiples of 100 scheme shares). The balance of
  the share debt of a participant shall be paid by not later than the tenth
  anniversary of the acceptance date.

  
	
   

  	
   

  	
   

  
	
  11.3

  	
   

  	
  Unless the board otherwise resolves at any
  time in its discretion, notwithstanding that any scheme shares are paid for
  in whole or in part at any time by the participant concerned, no scheme
  shares shall be released from the scheme or from the pledge under 12 until a
  period, calculated from the acceptance date, of -

  
	
   

  	
   

  	
   

  
	
  11.3.1

  	
   

  	
  more than three years shall have elapsed,
  in which event not more than 25%;

  
	
   

  	
   

  	
   

  
	
  11.3.2

  	
   

  	
  more than four years shall have elapsed, in
  which event not more than 50%, cumulatively;

  
	
   

  	
   

  	
   

  
	
  11.3.3

  	
   

  	
  more than five years shall have elapsed, in
  which event not more than 75%, cumulatively;

  



 


14

















 


	
  11.3.4 

  	
   

  	
  more than six years shall have elapsed, in which event all, 

   

  of the relevant scheme shares may, if the share debt in respect of
  them is fully discharged, be released from pledge under the scheme.

  
	
   

  	
   

  	
   

  
	
  11.4

  	
   

  	
  A participant shall, on application to and
  on subsequent approval by the trustees, be entitled to pay the whole of his
  share debt or any portion thereof prior to the due date for payment thereof;
  provided that –

  
	
   

  	
   

  	
   

  
	
  11.4.1

  	
   

  	
  in the event of such an early payment -

  
	
   

  	
   

  	
   

  
	
  11.4.1.1

  	
   

  	
  the certificates in respect of the relevant
  scheme shares shall nevertheless continue to be held by the trust; and

  
	
   

  	
   

  	
   

  
	
  11.4.1.2

  	
   

  	
  the relevant scheme shares shall only be
  released from the restrictions imposed by this deed on the dates or the
  remaining date and in the proportions stipulated in 11.3;

  
	
   

  	
   

  	
   

  
	
  11.4.2

  	
   

  	
  in the event of the termination of such participant’s employment -

  
	
   

  	
   

  	
   

  
	
  11.4.2.1

  	
   

  	
  the participant’s entitlement to scheme
  shares shall be determined by reference to the principles set out in 18;

  
	
   

  	
   

  	
   

  
	
  11.4.2.2

  	
   

  	
  any amounts standing to the credit of any
  loan by the participant to the trust in terms of 11.5, and not applied in
  terms of 11.2, shall be refunded to the participant.

  
	
   

  	
   

  	
   

  
	
  11.5

  	
   

  	
  Notwithstanding 11.2 and 11.4, any payment
  made by a participant which would otherwise have the effect of releasing any
  scheme shares from the scheme and the pledge referred to in 12 prior to the
  due dates for such release under 11.3 shall, to the extent to which such
  payment would otherwise result in such release, be deemed to be an interest
  free loan by the participant to the trust until such due dates and no
  reduction of the share debt shall result from such payment until those due
  dates save to the extent

  



 


15

















 


	
   

  	
   

  	
  otherwise provided under this scheme or
  determined by the board in its discretion

  
	
   

  	
   

  	
   

  
	
  11.6 

  	
   

  	
  The
  outstanding balance from time to time of a participant’s share debt shall bear
  interest at such rate (if any) as the board determines, in its discretion.
  The board may determine such rate in its discretion and may alter such rate
  from time to time by giving not less than thirty days’ prior written notice
  of such alteration to participants; provided that - 

  
	
   

  	
   

  	
   

  
	
  11.6.1

  	
   

  	
  such rate of
  interest shall not exceed the lower of the maximum annual rate which may
  lawfully be charged from time to time and the publicly quoted rate of
  interest (nominal annual compounded monthly) at which the company’s main
  commercial bankers in the Republic of South Africa lend on overdraft to their
  prime corporate customers in the private sector at the appropriate time,
  reckoned from the due date for payment until the date of actual payment
  thereof;

  
	
   

  	
   

  	
   

  
	
  11.6.2

  	
   

  	
  the amount
  of such interest shall be calculated from a date which is not less than
  thirty days after the date of such determination or alteration (as the case
  may be) until the last day of the company’s financial year in which such date
  falls, and thereafter annually, and shall be paid on dates coinciding with
  the dates of payment by the company of dividends payable on scheme shares for
  each such annual period in respect of which such interest is payable;

  
	
   

  	
   

  	
   

  
	
  11.6.3

  	
   

  	
  any deficit
  between dividends accruing to any participant on his scheme shares and the
  interest payable by him shall, at the discretion of the board, be accumulated
  to and form part of the capital amount of his share debt, and such interest
  shall be compounded annually on the last day of each of the ~company’s
  financial years.

  
	
   

  	
   

  	
   

  
	
  11.7

  	
   

  	
  If the full
  amount of any share debt is not paid on the due date for payment thereof, the
  trustees shall request the participant (or, in the event of the participant’s
  death or sequestration, the executor, administrator or trustee of his estate)
  in writing to do so. If such request is not complied with within

  



 


16














 


	
  twenty-one days of the date thereof, the sale of all of such
  participant’s scheme shares for which payment has not been made in full shall
  be deemed to have been cancelled on the basis that -

  
	
   

  	
   

  	
   

  
	
  11.7.1

  	
   

  	
  subject to 11.7.2, the participant or his estate shall, in
  consequence of such cancellation, be refunded the amounts actually paid by
  that participant or his estate on account of his scheme shares;

  
	
   

  	
   

  	
   

  
	
  11.7.2

  	
   

  	
  the trust shall not, by reason of any cancellation in terms of this
  11.7, be precluded from recovering from the participant or his estate all
  costs, damages and losses sustained by the trust as a result thereof and
  shall be entitled to retain any amounts payable to the participant or his
  estate at the date of such cancellation and apply them in discharge of such costs,
  damages and/or losses.

  



 


12                                           TRANSFER, LISTING
AND PLEDGE OF SHARES


 


12.1                                 The issue of share certificates
pursuant to the issue or sale of any scheme shares to a participant shall be
subject to the following conditions -


 


	
  12.1.1

  	
   

  	
  the scheme shares shall be registered in the name of the participant
  and the trust shall be obliged to pay any stamp duty payable on the allotment
  and issue or transfer of scheme shares to him;

  
	
   

  	
   

  	
   

  
	
  12.1.2

  	
   

  	
  the participant shall execute a pledge of his scheme shares in favour
  of the trust in such form and upon such terms and conditions as are
  determined by the trustees and upon the terms and conditions contained in
  12.2; and

  
	
   

  	
   

  	
   

  
	
  12.1.3

  	
   

  	
  the trust shall be entitled irrevocably and in rem suam to recover
  possession, from the company’s transfer secretaries, of the certificates
  relating to the relevant scheme shares, including any scheme capitalization
  shares and scheme rights shares related thereto, as well as share
  certificates in respect of shares in any other company acquired pursuant to
  1.1.24.4.

  



 


17

















 


12.2                                               The pledge of scheme shares by the
participant to the trust shall be upon the terms that -


 


	
  12.2.1

  	
   

  	
  such pledge shall
  include the pledge of any scheme capitalization shares, scheme rights shares
  and shares issued to a participant in lieu of a cash dividend on account of
  his scheme shares;

  
	
   

  	
   

  	
   

  
	
  12.2.2

  	
   

  	
  those scheme
  shares shall serve as security for the due payment by the participant of his
  share debt (including his liability in respect of scheme rights shares);

  
	
   

  	
   

  	
   

  
	
  12.2.3

  	
   

  	
  if a participant’s
  estate is surrendered or sequestrated, whether provisionally or finally, the
  provisions of 18.1.1.2 shall apply, mutatis mutandis; provided that -

  
	
   

  	
   

  	
   

  
	
  12.2.3.1

  	
   

  	
  any amounts due to
  the participant shall be paid by the trustees to the participant; and

  
	
   

  	
   

  	
   

  
	
  12.2.3.2

  	
   

  	
  the board may, in
  its discretion, include any other amounts in the net amount due to a
  participant under 18.1.1.2,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  thereby releasing
  the participant from his obligation to pay the share debt;

  
	
   

  	
   

  	
   

  
	
  12.2.4

  	
   

  	
  subject to 11.3,
  11.4 and 11.5, upon payment in full being received by the trust for any
  scheme shares, those scheme shares shall be released from the operation of
  that pledge;

  
	
   

  	
   

  	
   

  
	
  12.2.5

  	
   

  	
  any of the trustees,
  nominated by them, shall be irrevocably and in rem suam empowered to execute
  any instrument of transfer in respect of scheme shares to give effect to the
  implementation by the trust the powers conferred upon it in terms of this
  12.2;

  
	
   

  	
   

  	
   

  
	
  12.2.6

  	
   

  	
  the trust shall
  have the power to pledge any scheme shares pledged to it in terms of this
  12.2 for the purpose of raising any moneys

  



 


18

















 


	
   

  	
   

  	
  required for the
  purchase of or subscription for shares and/or the discharge of any loan owed
  by the trust, whether to the company or otherwise.

  
	
   

  	
   

  	
   

  
	
  12.3

  	
   

  	
  By not later than
  sixty days after the date on which payment in full is received by the trust
  for any scheme shares which are capable of being released to a participant in
  terms of 11.3 and the aforegoing provisions of this 12, the trustees shall
  deliver to the relevant participant the certificate in respect of those
  scheme shares, registered in the name of the participant. If such scheme
  shares are not already listed, the company shall apply for the listing of
  those shares on the JSE and any other stock exchange on which the shares of
  the company may be listed by not later than such delivery date.

  



 


13                                DIVIDENDS


 


13.1                                             Dividends declared in respect of
scheme shares shall be paid -


 


	
   

  	
  13.1.1

  	
   

  	
  firstly to the
  trustees, pro tanto in satisfaction of interest accrued in terms of 11 .6 in
  respect of the participant’s share debt;

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  13.1.2

  	
   

  	
  secondly, as to any amount determined by the board, in its
  discretion, not exceeding the balance of the participant’s share debt for the
  time being, to the trust by way of reduction pro tanto of the participant’s
  share debt; and

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  13.1.3

  	
   

  	
  as to the balance (if any), to the relevant participant.

  



 


13.2                                           Simultaneously with his acceptance
of an offer for scheme shares, each participant shall execute a dividend
mandate (which shall be in a form determined by the trustees) in respect of his
scheme shares authorising the payment of dividends accruing in respect thereof
to the trustees, which mandate shall be cancelled in respect of each tranche of
scheme shares referred to in 11.3.1, 11.3.2, 11.3.3 and 11.3.4 respectively
when, the full share debt in respect thereof will have been paid, whereafter
such dividends shall accrue and be paid to the participant.


 


19

















 


3.3                                                  Notwithstanding 13.1 and 13.2, the
trustees shall, if the board so determines in its discretion, pay to any
participant selected by the board, all or any part of any dividend declared in
respect of his scheme shares.


 


PART 3 - THE SHARE OPTION
SCHEME


 


14                                  ACQUISITION OF
SHARE OPTIONS


 


	
   

  	
  14.1

  	
   

  	
  The trustees shall, in respect of share options to be granted in
  terms of the scheme, if the board so directs and subject to 14.2, offer
  eligible applicants the opportunity to acquire share options, it being agreed
  that the option price may be higher or lower than the price at which the
  shares which are the subject matter of the share options in question were or
  are to be acquired by the trust.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  14.2

  	
   

  	
  An offer in terms of 14.1 shall be made and accepted in accordance
  with 10.2 and 10.3, which shall apply, mutatis mutandis.

  



 


15                                  SHARE OPTIONS


 


	
   

  	
  15.1

  	
   

  	
  Each share option shall confer the right on the holder thereof to
  subscribe for or purchase one share at the option price.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  15.2

  	
   

  	
  The company shall at all times reserve and keep available, out of its
  authorised but unissued share capital, such number of shares as shall become
  issuable upon the exercise of all the share options then outstanding, less the
  number of shares held by the trust and set aside by the trustees for the
  purpose of satisfying the exercise of any share options.

  



 


20

















 


16                                  EXERCISE OF SHARE
OPTIONS


 


	
  16.1

  	
  Share options may not be exercised until
  after a period, calculated from the acceptance date, of -

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  16.1.1

  	
   

  	
  more than three years shall have elapsed,
  in which event not more than 25%;

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  16.1.2

  	
   

  	
  more than four
  years shall have elapsed, in which event not more than 50%, cumulatively;

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  16.1.3

  	
   

  	
  more than five
  years shall have elapsed, in which event not more than 75%, cumulatively;

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  16.1.4

  	
   

  	
  more than six
  years shall have elapsed, in which event all,

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  or any lesser
  number, being a multiple of 100, of the relevant share options may be
  exercised; provided that the board may, subject to 16.2, permit all or any of
  the aforesaid exercise dates to be anticipated or postponed to such other
  date/s and to the extent determined by the board in its discretion.

  
	
   

  	
   

  
	
  16.2

  	
  A share option shall lapse -

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  16.2.1

  	
   

  	
  upon the day following the expiry of the option period; or

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  16.2.2

  	
   

  	
  upon the
  participant making application for the voluntary surrender of his estate or
  his estate being otherwise sequestrated or upon any attachment of any
  interest of a participant under the scheme, unless the board passes a
  resolution to the contrary.

  
	
   

  	
   

  	
   

  	
   

  
	
  16.3

  	
  If the company is
  placed in final liquidation, the secretary of the company shall notify the
  participant thereof in writing and he shall be entitled to exercise all or
  any share options held by him within twenty-one days of such notification,
  failing which the share options concerned shall lapse.

  



 


 


21

















 


 


16.4                       Every exercise of a share option shall
-


 


	
   

  	
  16.4.1

  	
   

  	
  be exercised by written notice given by the participant and delivered
  to the secretary of the company at the company’s registered office;

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  16.4.2

  	
   

  	
  specify the number of shares in respect of which the share option is
  exercised;

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  16.4.3

  	
   

  	
  be accompanied by payment of the full amount of the option price in
  respect of the share options exercised unless a participant has accepted an
  offer in terms of 21 for the trustees to subscribe for or purchase shares on
  his behalf; and

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  16.4.4

  	
   

  	
  be regarded as complete only when payment in terms of 16.4.3 has been
  received by the trustees.

  



 


17                                  ALLOTMENT


 


The company shall
issue share certificates, where applicable, for the shares allotted and issued
as a result of the exercise of any share options by not later than sixty days
after the exercise thereof and shall apply for a listing of the shares in
question on the JSE (and on any other stock exchange on which shares may be
listed), prior to or as soon as possible after such date. Shares allotted and
issued pursuant to the exercise of share options will rank pari passu with the
then issued shares as from their respective dates of allotment.


 


PART 4
- GENERAL PROVISIONS RELATING TO THE CREDIT SALE SCHEME AND THE SHARE
OPTION SCHEME


 


18                                  TERMINATION OF
EMPLOYMENT


 


18.1                       If the employment by any company in
the group of any participant who holds scheme shares terminates –


 


 


22

















 


	
   

  	
  18.1.1

  	
   

  	
  prior to the expiry of the maximum period for any reason other than any
  of the reasons referred to in 18.1.2, 18.1.3 and 18.1.4 -

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  18.1.1.1

  	
   

  	
  he shall, within sixty days after the termination of his employment,
  make payment of the liability attributable to the number of scheme shares, if
  any, which are capable of being released to him in terms of 11.3 at the date
  of termination of his employment;

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  18.1.1.2

  	
   

  	
  the sale of those scheme shares which are not capable of being
  released to him in terms of 11.3, at the date of termination of his
  employment and the sale of any other shares, the liability of the participant
  attributable to which is not paid to the trustees within the period of sixty
  days referred to in 18.1.1.1, shall be deemed to have been cancelled on the
  date of termination of his employment or upon the expiry of such sixty day
  period (as the case may be); provided that if the participant will, prior
  thereto, have paid any amount on account of his share debt in respect of such
  scheme shares, such amount, other than those payments retained by the
  trustees and applied in reduction of the participant’s interest liability in
  terms of 13.1.1, will be refunded to him; provided further that the board
  shall be entitled, in its discretion, to apply other terms or conditions
  which are more favourable to the participant than the aforegoing provisions
  of this 18.1.1.2 including the payment to the participant of a maximum amount
  equal to the share price at the date of termination of his employment minus
  his share debt at that date;

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  18.1.2

  	
   

  	
  by reason of his summary dismissal or on the grounds of his proven
  dishonest, fraudulent or grossly negligent conduct (whether such termination
  occurs as a result of notice given to or by him or otherwise), the sale of
  all such participant’s scheme shares which are not capable of being released
  in terms of 11.3 at the date of termination of his employment and all of his
  scheme shares for which

  



 


 


23

















 


	
   

  	
   

  	
   

  	
  full payment has not been received by the trustees as at that date
  shall be deemed to have been cancelled on the basis that such participant
  shall be refunded any amount actually paid by him in reduction of the
  liability attributable to his scheme shares other than those amounts retained
  by the trustees and applied in reduction of the participant’s interest
  liability in terms of 13.1.1;

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  18.1.3

  	
   

  	
  as a result of his death or retirement or for any other reason
  approved by the board, he or the executors of his estate shall be entitled to
  make payment of his liability in respect of all of his scheme shares (whether
  or not they are capable of being released in terms of 11.3 at the date of
  termination of his employment) within twelve months after the date of termination of his employment,
  failing which the provisions of 18.1.1.2 shall apply, mutatis mutandis;

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  18.1.4

  	
   

  	
  as a result of his early retirement, he shall be entitled to make
  payment of his liability in respect of all of his scheme shares within twelve
  months after the date of such termination of employment, failing which the provisions
  of 18.1.1.2 shall apply, mutatis mutandis; provided that if the date of his
  early retirement falls on a date which is more than twelve months prior to
  the date which would have been his normal retirement date, then
  notwithstanding such payment, his scheme shares shall only be capable of
  being released to him on the dates on which they would have been capable of
  being released in terms of 11 .3 has his employment not terminated; provided
  further that the board shall be entitled, in its discretion, to apply other
  terms or conditions which are more favourable to the participant than the
  aforegoing provisions of this 18.1.4;

  



 


18.2      If the employment by any
company in the group of any participant who holds share options terminates -


 


	
   

  	
  18.2.1

  	
   

  	
  prior to the expiry of the option period for any reason other than
  those referred to in 18.2.2, 18.2.3, 18.2.4 and 18.2.5, the participant shall
  be entitled to exercise all or a multiple of 100 of that number of his

  



 


 


24

















 


	
   

  	
   

  	
   

  	
  share options which he was entitled to exercise in terms of 16.1
  immediately prior to the termination of his employment by not later than
  sixty days after the date of termination of his employment, failing which the
  said share options shall automatically lapse. Those share options which the
  participant is not entitled to exercise in terms of 16.1 on the date on which
  his employment terminates shall automatically lapse, unless the board
  otherwise resolves in its discretion;

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  18.2.2

  	
   

  	
  by reason of his summary dismissal or on the grounds of his proven
  dishonest, fraudulent or grossly negligent conduct (whether such termination
  occurs as a result of notice given to or by him or otherwise), all of his
  share options shall automatically lapse;

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  18.2.3

  	
   

  	
  as a result of his death, the executors or administrators of his
  estate or his heir (as the case may be) may exercise all or any multiple of
  100 of his share options (whether or not they are capable of being exercised
  in terms of 16.1 at the date of termination of his employment) by not later
  than twelve months after the date on which his employment terminates, failing
  which his share options shall automatically lapse;

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  18.2.4

  	
   

  	
  as a result of his retirement or for any other reason approved by the
  board, he may, by not later than twelve months after the date of termination
  of his employment, exercise all or any multiple of 100 of his share options
  (whether or not they are capable of being exercised in terms of 16.1 at the
  date of termination of his employment), failing which his share options shall
  automatically lapse. If such participant dies prior to having exercised all
  or any of his share options in terms of this 18.2.4, then the provisions of
  18.2.3 shall apply with effect from the date of his death, mutätis mutandis;

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  18.2.5

  	
   

  	
  as a result of his early retirement, he may, by not later than twelve
  months after the date of termination of his employment, exercise all or any
  multiple of 100 of his share options (whether or not they are

  



 


 


25

















 


	
   

  	
   

  	
   

  	
  capable of being exercised in terms of 16.1 at the date of
  termination of his employment), failing which his share options shall
  automatically lapse; provided that if
  the date of his early retirement is more than twelve months prior to
  the date which would have been his normal retirement date, then
  notwithstanding such payment, shares subscribed for or purchased by him as a
  result of the exercise of such share options shall only be capable of being
  released to him on the dates on which he would have been entitled to exercise
  such share options in terms of 16.1 had his employment not terminated. If
  such participant dies prior to having exercised all or any of his share
  options in terms of this 18.2.5, then the provisions of 18.2.3 shall apply
  with effect from the date of his death, mutatis mutandis.

  



 


19                                  RIGHTS AND CAPITALIZATION
ISSUES, CONSOLIDATIONS, SUB -DIVISIONS, REORGANISATION AND TAKEOVER AND SCRIP
DIVIDENDS


 


19.1                       Share options shall not entitle the
participant concerned (“option holder”) to participate in rights offers by the
company. If, however, the company undertakes a rights offer, it shall grant to
the option holder options to acquire the same number of shares or other
securities to which he would have been entitled in terms of the rights offer
had he been the holder of the same number of shares as the number of share
options held by him. The additional options shall be granted to the option
holder on the following terms and conditions -


 


	
   

  	
  19.1.1

  	
   

  	
  the board shall furnish full details of the rights offer to the
  option holder;

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  19.1.2

  	
   

  	
  the option holder shall not be entitled to renounce, transfer, cede,
  pledge, alienate or encumber the additional options thus granted;

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  19.1.3

  	
   

  	
  the option holder shall be granted the option to subscribe for all or
  such lesser number of the shares or other securities referred to in 19.1 at
  an option price which is the same as the subscription price of those shares
  or other securities, on the basis that -

  



 


 


26














 


 


19.1.3.1                                                                                     if the securities concerned are shares, the option price
shall be payable by the option holder, mutatis mutandis, in accordance with 16
and 18, upon the basis that the acceptance date in relation to those additional
share options shall be deemed to be the acceptance date relating to the share
options from which the opportunity to subscribe for the underlying shares
arose;


 


19.1.3.2                                                  if the securities concerned are not shares, the option price
shall be payable on, and the acceptance date in relation to the additional
options shall be, a date or dates determined by the board in its discretion;


 


provided that in all other respects the provisions of
this scheme relating to share Options shall apply to all options issued in
terms of this sub-clause, mutatis mutandis.


 


	
  19.2

  	
  Scheme
  shares shall rank pan passu with the other issued shares for participation in
  all rights offers of shares or other securities by the company. Rights
  accruing on scheme shares in respect of rights offers by the company shall,
  unless the board in its discretion otherwise directs, be followed by
  participants. If a participant is not required to follow his rights, then
  such rights shall be renounced in favour of the trust or its nominee/s, in
  which event the purchase price per right shall be the closing market price at
  which the rights are traded on the JSE on the trading day immediately
  preceding the date of such renunciation. Rights followed by a participant
  shall be subscribed for by the trust subject to the following terms and conditions
  - 

  



 


 


19.2.1                                                                                      the shares or other securities subscribed for in this manner
shall be scheme rights shares;


 


19.2.2                                                                                      the relevant company in the group shall lend to the trust
the amount required for the purpose of subscribing for the appropriate number
of that participant’s entitlement to scheme rights shares, and the trust shall
subscribe for those scheme rights shares on behalf of the


 


27

















 


participant concerned. The scheme
rights shares shall be allotted and issued by the company to the participant
concerned;


 


19.2.3                                                                                      certificates in respect of scheme rights shares shall be
delivered to and retained by the trust pursuant to the pledge thereof in terms
of 12.2;


 


19.2.4                                                                                      the subscription price of scheme rights shares subscribed
for by the trust on behalf of a participant in terms of 19.2.2 shall be payable
by the participant to the trust, mutatis mutandis, in accordance with the
provisions of 11, upon the basis that the acceptance date in relation to those
scheme rights shares shall be deemed to be the acceptance date relating to the
scheme shares from which the entitlement to those scheme rights shares arose.


 


19.3                                                                          Scheme shares shall in all other respects rank pari passu
with the existing issued shares, including in respect of participation in
capitalization issues; provided that scheme capitalization shares shall be
subject to all the restrictions and conditions of the scheme.


 


19.4                                                                          In the event of any capitalisation issue or any sub-division
or consolidation of ordinary shares or any reduction of the ordinary share
capital of the company (“adjustment event”), the number of option shares and/or
the option price shall be adjusted by the board in such manner as it may deem
appropriate with the objective that such adjustment should give a participant
an option to the same proportion of the equity capital as that to which he was
entitled prior to the adjustment event; provided that the auditors of the
company, acting as experts and not as arbitrators, shall have confirmed in
writing that in their opinion such adjustments are fair and reasonable.


 


19.5                                                                          If the company at any time before the share debt owing on
any scheme shares has been paid in full -


 


19.5.1                                is placed in
liquidation for purposes of reorganisation; or


 


28

















 


19.5.2                                                                                      is party to a scheme of arrangement affecting the
structuring of its share capital; or


 


19.5.3                                                               reduces its share capital; or


 


19.5.4                                                               sub-divides or consolidates its shares,


 


such adjustments shall be made to the purchase price
in respect of those scheme shares as have not been fully paid as a partner or
director of the company’s auditors for the time being (acting as an expert) in
his discretion may confirm in writing to the board as being fair and reasonable
in the circumstances, subject (where necessary) to the sanction of the Court.


 


19.6                                                                      The provisions of 19.5 shall apply, mutatis mutandis, to
participants holding share options; provided that the board shall have an
overriding discretion to determine the rights of such participants in the
circumstances outlined in 19.5. Notwithstanding the aforegoing, any decision by
the board under this 19.6 shall be fair and equitable to the participant
concerned.


 


19.7                                                                       If the company becomes
an immediate subsidiary of any company (other than its immediate holding
company, if any, at the acceptance date) as a result of a takeover,
reconstruction or amalgamation which makes provision for the participant to
receive shares in such other company in exchange for his scheme shares on terms
which a partner of the company’s auditors for the time being (acting as an
expert) determines in his discretion are not less favourable than those to
which the participants are entitled in terms of this deed, the participant shall
be obliged to accept such shares in that other company upon those terms and
conditions, then the trustees and the participants shall be obliged to sell,
exchange or otherwise dispose of the scheme shares at the same price and upon
the same terms and conditions and in the same proportion as the majority
shareholders sell or dispose of their shares if those majority shareholders so
require and the board so resolves.


 


29

















 


19.8                  Should the
provisions of 19.7 become applicable then -


 


19.8.1                                                                                                     the trustees shall immediately notify each holder of share
options (“option holder”) that the provisions of 19.7 have become applicable,


 


19.8.2                                                                                                within five business days after the receipt of the notice
referred to in 19.8.1, an option holder shall be entitled to exercise all or
any share options then granted to him;


 


19.8.3                                                                                                         to the extent that any option holder does not exercise any
share option in terms of 19.8.2, that share option shall be deemed to have
lapsed;


 


19.8.4                                                                                                         to the extent that any option holder exercises any share
option in terms of 19.8.2, the shares to be allotted and issued pursuant to the
exercise of such option shall be subject, mutatis mutandis, to the provisions
of 19.7.


 


19.9                                                                      Notwithstanding any other provision of this deed, if any
participant and the trustees so agree in writing and the board passes a
resolution approving that agreement - 


 


19.9.1                                                                                                         any transaction under which that participant purchased or
otherwise acquired shares under this scheme may be cancelled;


 


19.9.2                                                                                                         the trust may purchase from that participant any shares
purchased or otherwise acquired by him under this scheme at a price not
exceeding the selling or acquisition price of those shares to him, provided
that the participant shall not receive or become entitled, in consequence of
such cancellation or acquisition, to receive any compensation or consideration
other than the repayment of any portion of the purchase or acquisition price
actually paid by him.


 


19.10                                                     If, in declaring a dividend to its members at any time, the
company grants to its members the right to elect to receive either a cash
amount or shares in lieu


 


30

















 


of a cash dividend, participants holding scheme shares may
elect to receive either cash or shares; provided that the provisions of 13
shall apply, mutatis mutandis, in respect of such dividend should the
participant elect to receive the cash amount.


 


19.11                                                     Holders of share options and for allocation shares shall not
be entitled to any form of participation in or to any rights in respect of the
issue of shares by the company in lieu of a cash dividend.


 


PART 5 - THE COMBINED OPTION/DEFERRED SALE SCHEME


 


20                  THE
SCHEME


 


20.1                                                            Notwithstanding any other provision of this scheme, the
board and the trustees may give effect to the scheme by the company itself,
without the intervention of the trust or the trustees, offering eligible
applicants the opportunity to acquire rights and options. Any such offer and
acceptance thereof shall be made in accordance with 10.2 and 10.3, which shall
apply, mutatis mutandis.


 


20.2                                                            Each right and option shall confer on the holders thereof
the right and option to enter into an agreement with the company to acquire one
allocation share, which agreement shall be upon the following terms and
conditions -


 


20.2.1                                                                                                   allocation shares shall be acquired by participants at the
allocation price;


 


20.2.2                                                                                                   subject to 20.2.4 -


 


20.2.2.1                                                                                                                                 the company shall allot and issue or transfer the allocation
shares and deliver the share certificates in respect of the allocation shares
to the participant; and


 


20.2.2.2                                                                                                                                     the participant shall take delivery of the allocation
shares; and


 


31

















 


	
   

  	
  20.2.2.3

  	
  ownership
  of the allocation shares shall vest in the participant and the allocation
  shares shall be registered in the name of the participant,

  



 


at the times and in the numbers stipulated in 20.2.3. For the sake of
clarity, it is recorded that, until such times, the participant shall not be entitled
to exercise any of the votes attaching to the relevant allocation shares nor to
dividends declared on those allocation shares;


 


20.2.3                                                                                                         unless the board otherwise resolves in its discretion, no
allocation shares shall be paid for or delivered as contemplated in 20.2.2
until a period, calculated from the acceptance date, of -


 


20.2.3.1                                                                                                                                                  more than three years shall have elapsed, in which event not
more than 25%;


 


20.2.3.2                                                                                                                                                  more than four years shall have elapsed, in which event not
more than 50% cumulatively;


 


20.2.3.3                                                                                                                                                  more than five years shall have elapsed, in which event not
more than 75% cumulatively;


 


20.2.3.4                                                                                                                                                  more than six years shall have elapsed, in which event all,


 


of the relevant allocation shares shall be delivered to the participant
in accordance with 20.2.2 against payment by the participant of the full
allocation price in respect thereof;


 


20.2.4                                                                                                         if the employment by any company in the group of any
participant who has exercised a right and option terminates prior to the expiry
of ten years from the date of grant of the right and option -


 


20.2.4.1                                                                                                                                                  for any reason other than those stated in 20.2.4.2, 20.2.4.3
and 20.2.4.4, then -


 


32

















 


20.2.4.1.1                                                                                                                         he shall, within sixty days after the date of termination of
his employment, make payment of the allocation price attributable to the number
of allocation shares, if any, for which he is entitled to make payment and take
delivery in terms of 20.2.3 at the date of termination of his employment;


 


20.2.4.1.2                                                                                                                         the agreement shall be deemed to be automatically cancelled
in respect of those allocation shares in respect of which the payment by and
delivery to that participant was not competent in terms of 20.2.3 at the date
of termination of his employment and in respect of any other allocation shares,
the allocation price of which is not paid to the company within the period of
sixty days referred to in 20.2.4.1.1, and the participant shall receive no
compensation whatsoever in consequence of the cancellation of the agreement;
provided that the board shall be entitled, in its discretion, to apply other
terms or conditions which are more favourable to the participant than the
aforegoing provisions of this 20.2.4.1.2 including the payment to the
participant of a maximum amount equal to the share price at the date of
termination of his employment minus the allocation price in respect of such
allocation shares;


 


20.2.4.2                                                                                 by reason of his summary dismissal or on the grounds of his
proven dishonest, fraudulent or grossly negligent conduct (whether such
termination occurs as a result of notice given to or by him or otherwise), the
agreement shall be deemed to be automatically cancelled at the date of
termination of his employment in respect of all of that participant’s allocation
shares, and the participant shall receive no compensation whatsoever in
consequence of the cancellation of the agreement;


 


33

















 


20.2.4.3                                                                                     as a result of his death or retirement or for any other
reason considered and approved by the board, he or the executors of his estate
shall be entitled to make payment of the purchase price of all or any multiple
of 100 of his allocation shares within a period of twelve months after the date
of termination of his employment, failing which the provisions of 20.2.4.1.2
shall apply, mutatis mutandis;


 


20.2.4.4                                                                                     as a result of his early retirement, he shall be entitled to
make payment of the allocation price of all or any multiple of 100 of his
allocation shares within a period of twelve months after the date of such
termination of employment, failing which the provisions of 20.2.4.1.2 shall
apply, mutatis mutandis; provided that if the date of his early retirement
falls on a date which is more than twelve months prior to the date which would
have been his normal retirement date, then notwithstanding such payment, such
allocation shares shall only be delivered to him on the dates on which they
would have been capable of being delivered to him in terms of 20.2.3 had his
employment not terminated; provided further that the board shall be entitled,
in its discretion, to apply other terms or conditions which are more favourable
to the participant than the aforegoing provisions of this 20.2.4.4;


 


20.2.5                                                                                                          subject to the provisions of this 20, the provisions of 19
shall apply to rights and options and to allocation shares, mutatis mutandis;


 


20.2.6                                                                                                          notwithstanding any other provision of this 20.2, all
allocation shares shall be delivered to and paid for in full by the participant
concerned by not later than the tenth anniversary of the acceptance date
thereof.


 


20.3                                                                   A right and option shall be exercised by the participant
concerned at any time within twelve months after the date of grant of the right
and option, failing which the right and option shall automatically lapse. If
the employment with


 


34

















 


the group of any participant who
has not exercised a right and option terminates -


 


20.3.1                                                                                                         for any reason other than those stated in 20.2.4.3 and 20.2.4.4,
then such right and option shall automatically lapse;


 


20.3.2                                                                                                         for any of the reasons stated in 20.2.4.3 and 20.2.4.4, then
the provisions of 18.2.3, 18.2.4 or 18.2.5 (as the case may be) shall apply,
mutatis mutandis, on the basis that the provisions of 20.2.4.3 or 20.2.4.4 (as
the case may be) shall thereafter apply, mutatis mutandis, in respect of those
rights and options which are exercised.


 


20.4                 Every exercise of a right and
option -


 


20.4.1                                                                                                          shall be effected by written notice given by the participant
and delivered to the secretary of the company at the company’s registered
office;


 


20.4.2                                                                                                          shall specify the number of allocation shares (being a
multiple of 100) in respect of which the right and option is exercised;


 


20.4.3                                                                                                          shall be accompanied by a deposit (“deposit”) of such amount
per share (if any) as may be determined by the board from time to time in its
discretion; provided that such amount shall not exceed 5% of the allocation
price. The deposit shall -


 


20.4.4                                                                                                            be held by the trustees as security for the fulfillment by
the participant of his obligations under this deed and the trustees shall at
any time be entitled to appropriate and apply the deposit or any part thereof
to any amount owed by the participant to the trust;


 


20.4.5                                                                                                          unless the board
otherwise resolves in its discretion, be forfeited by the participant to the
trust should the agreement pursuant to the exercise of a right and option be
cancelled for


 


35

















 


any reason other than in terms of 25, in which event it shall be held by
the trustees as security for the repayment of the share price or option price,
as the case may be;


 


20.4.6                                                                                                         only be refunded to the participant by the trustees once he
has fulfilled all of his obligations in terms of this deed.


 


20.5                                                                   The company shall at all times reserve and keep available
out of its authorised but unissued share capital, such number of shares as
shall become issuable upon the date of issue of allocation shares, less the
number of shares held by the trust and set aside by the trustees for the
purposes of this 20.


 


20.6                                                                   The company shall issue share certificates for the shares
allotted pursuant to this 20 within sixty days after payment of the allocation
price of the allocation shares in question is made by the participant and shall
apply for a listing of the shares in question as soon as possible after such
date on the JSE (and on any other stock exchange on which shares are listed).
The shares so issued shall rank pari passu with the then issued shares of the
same class in the company as from their respective dates of issue.


 


20.7                                                                   Notwithstanding any other provision of this 20, the board
and trustees may give effect to this 20 -


 


20.7.1                                                                                                         by the trustees, upon being directed to do so by the board, causing
the trust to grant to participants the right and option to enter into an
agreement with the trust to purchase shares from the trust or causing the trust
to enter into an agreement with participants, mutatis mutandis, in accordance
with the provisions of 20.1 to 20.6 inclusive. If the trustees grant to a
participant a right and option as aforesaid, it shall be so granted on the
basis that if such right and option is exercised by the participant, the~
resultant agreement shall be in accordance with those provisions;


 


36














 


	
   

  	
   

  	
   

  	
   

  	
  by any variation of the method
  referred to in 20.1 to 20.6 inclusive or 20.7.1 or any other method which
  will not prejudice any eligible applicant or participant or the company.

  
	
   

  	
   

  	
   

  
	
  PART 6  - SWITCHING MECHANISMS

  
	
   

  	
   

  	
   

  
	
  21

  	
   

  	
  SHARE OPTIONS – CREDIT SALE

  
	
   

  	
   

  	
   

  
	
  21.1

  	
   

  	
  The trustees, on the authority of a
  resolution of the board, may at any time by written notice offer to subscribe
  for or purchase, on behalf of a participant who is permitted to exercise his
  share options under 16, in lieu of such share options, the shares represented
  by his share options.

  
	
   

  	
   

  	
   

  
	
  21.2

  	
   

  	
  A participant to whom an offer has
  been made in terms of 21.1 may, by written notice given to the trustees
  within 21 days of the date of the offer, accept such offer. Such notice shall
  -

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  21.2.1

  	
   

  	
  specify the name of the participant,
  the number of share options to be exercised and the option price;

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  21.2.2

  	
   

  	
  be accompanied by payment of the
  amount, if any, specified in terms of 10.3.

  
	
   

  	
   

  	
   

  
	
  21.3

  	
   

  	
  The trustees shall, forthwith on
  receiving the notice referred to in 21.2 subscribe for or purchase, on behalf
  of the participant concerned, the number of shares specified in 21.2.2. Such
  subscription shall be made subject to the provisions of 12 and the
  participant shall, ipso facto, in respect of the shares concerned, be bound
  by the provisions of the scheme relating to scheme shares; provided that the
  original acceptance date shall, unless the board otherwise resolves, remain
  unaltered.

  
	
   

  	
   

  	
   

  
	
  21.4

  	
   

  	
  Any taxes and/or duties payable as a
  result of any transaction in terms of the provisions of this 21 shall, unless
  the board otherwise resolves, be borne and paid by the participant.

  



 


37

















 


	
  22.

  	
   

  	
  CREDIT SALE - SHARE OPTIONS

  
	
   

  	
   

  	
   

  
	
  22.1

  	
   

  	
  The trustees, on the authority of a
  resolution of the board, may at any time prior to the expiry of the maximum
  period, by written notice offer to purchase on behalf of the trust all or any
  of a participant’s scheme shares which are not yet capable of release from
  the scheme in accordance with 11.3 at a price per scheme share equal to the
  original share price of such scheme shares on the basis that the trustees
  shall, simultaneously with such purchase, grant to such participant the
  option to purchase or subscribe for the same number of shares at a price per
  share (“offer price”) equal to such original share price.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  22.2

  	
   

  	
  A participant to whom an offer has
  been made in terms of 22.1 may, by written notice given to the trustees
  within 21 days of the date of the offer, accept such offer. Such notice shall
  specify, inter alia -

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  22.2.1

  	
   

  	
  the name of the participant;

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  22.2.2

  	
   

  	
  the number of scheme shares
  concerned; and

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  22.2.3

  	
   

  	
  the original share price.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  22.3

  	
   

  	
  Forthwith on receiving the notice
  referred to in 22.2 -

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  22.3.1

  	
   

  	
  the trustees shall apply the purchase
  price payable by the trust to the participant (being the original share
  price) in discharge of the outstanding balance of the participant’s share
  debt and the balance, if any, shall be paid to the participant;

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  22.3.2

  	
   

  	
  the participant shall, ipso facto, in
  respect of the share options concerned, be bound by the provisions of the
  scheme relating to share options; provided that the original acceptance date
  of the participant’s application for the relevant scheme shares shall, unless
  the board otherwise resolves in its discretion, be deemed to be the
  acceptance date of such share options.

  
						



 


38

















 


	
  22.4

  	
   

  	
  Any taxes and/or duties payable as a result of any
  transaction in terms of the provisions
  of this 22 shall, unless the board otherwise resolves, be borne and
  paid by the participant.

  
	
   

  	
   

  	
   

  
	
  23.

  	
   

  	
  CREDIT SALE - COMBINED
  OPTION/DEFERRED SALE

  
	
   

  	
   

  	
   

  
	
  23.1

  	
   

  	
  The trustees, on
  the authority of a resolution of the board, may at any time prior to the
  expiry of the maximum period, by written notice offer to purchase all or any
  multiple of 100 of a participant’s scheme shares on the basis that -

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  23.1.1

  	
   

  	
  if the closing market price of a
  share on the JSE on the trading day immediately preceding the date of such
  request (“current price”) exceeds the original share price payable by the
  participant for the scheme shares, then -

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  23.1.1.1

  	
   

  	
  the purchase price per scheme share
  payable by the trust to the participant shall be not less than the current
  price;

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  23.1.1.2

  	
   

  	
  the trustees shall, simultaneously
  with such purchase, grant such participant the right and option to enter into
  an agreement with the trust to acquire the same number of allocation shares;

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  23.1.1.3

  	
   

  	
  the price payable by the participant
  in consideration for the grant of such right and option to him (“grant
  price”) shall be an amount equal to the current price less the original share
  price payable by him to the trust for the scheme shares in question;

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  23.1.1.4

  	
   

  	
  the allocation price per allocation
  share payable by the participant shall be the original share price payable by
  the participant for the scheme shares purchased by the trust from him;

  
							



 


39

















 


	
  23.1.2

  	
   

  	
   

  	
   

  	
  if the current price is equal to or
  less than the original share price payable by the participant for the scheme
  shares in question, then -

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  23.1 .2.1

  	
   

  	
  the price per scheme share payable by
  the trust shall be the original share price payable by the participant for
  those scheme shares;

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  23.1.2.2

  	
   

  	
  the provisions of 23.1.1.2 and
  23.1.1.4 shall apply, mutatis mutandis.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  23.2

  	
   

  	
  A
  participant to whom an offer has been made in terms of 23.1 may, by written
  notice given to the trustees within 21 days of the date of the offer, accept
  such offer. Such notice shall specify - 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  23.2.1

  	
   

  	
  the name of the participant;

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  23.2.2

  	
   

  	
  the number of scheme shares
  concerned;

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  23.2.3

  	
   

  	
  the share price payable by the
  participant for such scheme shares.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  23.3

  	
   

  	
  Forthwith
  on receiving the notice referred to in 23.2 - 

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  23.3.1

  	
   

  	
  if 23.1.1 is applicable, the trustees
  shall apply the current price payable to the participant in reduction of the
  participant’s share debt and the grant price;

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  23.3.2

  	
   

  	
  if 23.1.2 is applicable, the trustees
  shall apply the original share price payable to the participant in reduction
  of the participant’s share debt;

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  23.3.3

  	
   

  	
  the provisions of 20 shall apply,
  mutatis mutandis, to such allocation shares, save that -

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  23.3.3.1

  	
   

  	
  the date of grant of the right and
  option, unless the board otherwise resolves in its discretion, be deemed to
  be the original acceptance date for the relevant scheme shares;

  
								



 


40

















 


	
   

  	
   

  	
  23.3.4

  	
   

  	
  if more than twelve months has
  elapsed since the original acceptance date of the relevant scheme shares,
  then the right and option shall be exercised within sixty days after the date
  on which the trustees receive the participant’s notice in terms of failing
  which such right and option shall lapse.

  
	
   

  	
   

  	
   

  
	
  23.4

  	
   

  	
  Any taxes and/or duties payable as a
  result of any transaction in terms of the provisions of this 23 shall, unless
  the board otherwise resolves, be borne and paid by the participant.

  
	
   

  	
   

  	
   

  
	
  24

  	
   

  	
  SHARE OPTION - COMBINED
  OPTION/DEFERRED SALE

  
	
   

  	
   

  	
   

  
	
  24.1

  	
   

  	
  The trustees, on the
  authority of a resolution of the board may at any time prior to the exercise
  of any share option in terms of 16,
  by written notice offer to cancel all or any multiple of 100 of a
  participant’s share options on the basis that, simultaneously with such
  cancellation -

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  24.1.1

  	
   

  	
  the trustees shall grant to such
  participant the right and option to enter into an agreement with the trust to
  acquire the same number of allocation shares;

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  24.1.2

  	
   

  	
  the allocation price payable by such
  participant for such allocation shares shall be an amount equal to the
  original option price of the share options so cancelled.

  
	
   

  	
   

  	
   

  
	
  24.2

  	
   

  	
  A participant to whom an offer has
  been made in terms of 24.1 may, by written notice given to the to the
  trustees within 21 days of the date of the offer, accept such offer. Such
  notice shall specify -

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  24.2.1

  	
   

  	
  the name of the participant;

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  24.2.2

  	
   

  	
  the number of share options
  concerned;

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  24.2.3

  	
   

  	
  the option price payable in respect
  of such share options.

  
							



 


41

















 


	
  24.3

  	
   

  	
  Forthwith on
  receiving the notice referred to in 24.2, the trustees shall grant to such
  participant the right and option to enter into an agreement with the trust to
  acquire allocation shares. The provisions of 20 shall apply, mutatis
  mutandis, to such allocation shares, save that -

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  24.3.1

  	
   

  	
  The date of grant
  of the right and option shall, unless the board otherwise resolves in its
  discretion, be deemed to be the original acceptance date by the participant
  of the share option in question;

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  24.3.2

  	
   

  	
  if more than twelve
  months has elapsed since the original acceptance date of the participant’s
  share option, then the right and option shall be exercised within sixty days
  after the date on which the trustees received the participant’s notice in
  terms of 24.2, failing which such right and option shall lapse.

  
	
   

  	
   

  	
   

  
	
  24.4

  	
   

  	
  Any taxes and/or duties payable as a
  result of any transaction in terms of the provisions of this 24 shall, unless
  the board otherwise resolves, be borne and paid by the participant.

  
	
   

  	
   

  	
   

  
	
  25

  	
   

  	
  COMBINED
  OPTION/DEFERRED SALE - CREDIT SALE OR SHARE
  OPTIONS

  
	
   

  	
   

  	
   

  
	
  25.1

  	
   

  	
  The
  trustees, on the authority of a resolution of the board, may by written
  notice offer to a participant who has exercised a right and option granted to
  him pursuant to 20, at any time prior to delivery to and payment by the
  participant for the allocation shares in question to either -

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  25.1.1

  	
   

  	
  cancel the
  agreement referred to in 20 on the basis that, simultaneously with such
  cancellation, the trust shall sell to the participant or advance moneys to
  the participant to enable the participant to subscribe for the same number of
  scheme shares upon the following terms and conditions –

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  25.1.1.1

  	
   

  	
  the share
  or subscription price of such scheme shares shall be the original allocation
  price in respect of the allocation shares forming the subject matter of the
  agreement so cancelled;

  
							



 


42

















 


	
   

  	
   

  	
  25.1.1.2

  	
   

  	
  subject to the
  aforegoing, the provisions of this scheme relating to scheme shares shall
  apply, mutatis mutandis, in respect of such shares;

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  25.1.1.3

  	
   

  	
  the original date
  of grant of the right and option shall, unless the board otherwise resolves,
  be deemed to be the acceptance date of his application for those scheme
  shares; or

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  25.1 .2

  	
   

  	
  purchase all or any of such
  participant’s allocation shares in respect of which delivery is not competent
  in terms of 20.2.3 at that time on the basis that, the trustees shall,
  simultaneously with such purchase, grant such participant the option to
  acquire the same number of share options upon the following terms and
  conditions –

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  25.1.2.1

  	
   

  	
  if the closing market price of a
  share on the JSE on the trading day immediately preceding the date of such
  request (“current price”) exceeds the original allocation price in respect of
  the allocation shares forming the subject matter of such purchase, then -

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  25.1.2.1.1

  	
   

  	
  the purchase price per allocation
  share payable by the trust to the participant shall be not less than the
  current price;

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  25.1.2.1.2

  	
   

  	
  the price payable by the participant
  in consideration for the grant of such option shall be an amount equal to the
  current price less the original allocation price of the allocation shares
  forming the subject matter of such purchase;

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  25.1.2.1.3

  	
   

  	
  the option price per option share
  payable by the participant shall be the original allocation price of the
  allocation shares forming the subject matter of such purchase;

  
									



 


43

















 


	
   

  	
   

  	
  25.1.2.1.4

  	
   

  	
  the original date of grant of the
  right and option shall, unless the board otherwise resolves, be deemed to be
  the acceptance date of such share option;

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  25.1.2.1.5

  	
   

  	
  subject to the aforegoing, the
  provisions of this scheme relating to the share options shall apply, mutatis
  mutandis, in respect of such shares;

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  25.1.2.2

  	
   

  	
  if the current price is equal to or
  less than the original allocation price in respect of the allocation shares
  forming the subject matter of such purchase –

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  25.1.2.2.1

  	
  -

  	
  the price per
  allocation share payable by the trust shall be not less than the allocation price;

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  25.1.2.2.2

  	
   

  	
  the provisions of 25.1.2.1.3, 25.1.2.1.4 and 25.1.2.1.5 shall apply,
  mutatis mutandis.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  25.2

  	
   

  	
  A
  participant to whom an offer has been made in terms of 25.1 may, by written
  notice given to the trustees within 21 days of the date of the offer, accept
  such offer. Such notice shall specify -

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  25.2.1

  	
   

  	
  the name of
  the participant;

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  25.2.2

  	
   

  	
  the number of allocation shares
  concerned;

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  25.2.3

  	
   

  	
  the
  allocation price payable in respect of such allocation shares.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  25.3

  	
   

  	
  The
  trustees, on the authority of a resolution of the board, may by written
  notice offer to cancel a right and option granted to a participant to acquire
  allocation shares pursuant to 20 or 23 at any time prior to the exercise of
  such right and option on the basis that, simultaneously with such
  cancellation, the trust shall either sell to him the same number of scheme
  shares or grant him the same number of share options to acquire the same
  number of shares,

  
								



 


44

















 


	
   

  	
   

  	
  on the same bases, mutatis mutandis,
  set out in 25.1. A participant who accepts such offer shall do so in
  accordance with 25.2.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  25.4

  	
   

  	
  Any
  taxes and/or duties payable as a result of any transaction in terms of the
  provisions of this 25 shall, unless the board otherwise resolves, be borne
  and paid by the participant.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  PART 7 - GENERAL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  26

  	
   

  	
  ASSIGNMENT OF RIGHTS OR OBLIGATIONS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  26.1

  	
   

  	
  Save as is provided in 26.3, it shall
  not be competent for any participant to cede any of his rights or delegate
  any of his obligations pursuant to the acquisition of share options, scheme
  shares, rights and options or allocation shares by him except to the trust
  or, in the case of the participant’s death, to such participant’s estate.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  26.2

  	
   

  	
  Save as otherwise expressly provided
  in this deed -

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  26.2.1

  	
   

  	
  share options and rights and options
  may not be exercised by any person other than the participant; and

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  26.2.2

  	
   

  	
  no participant may alienate or
  encumber any of his share options, scheme shares, rights and options or
  allocation shares.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  26.3

  	
   

  	
  Eligible applicants and participants
  shall have the following rights -

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  26.3.1

  	
   

  	
  an eligible applicant may, with the
  prior approval of the trustees, nominate a family trust or a family company
  to accept an offer in terms of 10.1, 14.1, 20.1 or 20.3 on his behalf on the
  basis that such family trust or family company may accept all (and not part
  only) of the rights in relation thereto. All obligations in relation thereto
  shall be assumed and accepted in writing by the eligible applicant concerned,
  failing which acceptance of the rights by such eligible applicant’s family
  trust or family company shall be invalid and unenforceable;

  
							



 


45

















 


	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  26.3.2

  	
   

  	
  a
  participant who did not avail himself of his rights in terms of 26.3.1 may,
  with the prior approval of the trustees, at any later date cede all (and not
  part only) of his rights (but not assign any of his obligations) in terms of
  this scheme to a family trust or a family company, in which event the
  provisions of 26.3.1 shall apply, mutatis mutandis.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  In either event,
  the nominee or assignee in question shall bind itself in writing to abide by
  the terms of the scheme and the provisions of the scheme relating to
  participants shall be construed as referring to the participant and/or the
  family trust and/or the family company and/or all or any of them, as the
  context may require.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  26.4

  	
   

  	
  Notwithstanding 26.3, the trustees
  may permit a participant to discharge the whole or any portion of the share
  price, the option price or the allocation price (as the case may be) by the
  allotment and issue of preference shares in the share capital of a family
  company to the trustees, which preference shares shall be subject to such
  rights, privileges and conditions as may be acceptable to the trustees, in
  their discretion.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  27

  	
   

  	
  TRANSFERS FROM THE
  EXISTING SCHEME

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  All
  rights and obligations under the existing scheme of the Sappi Limited Share
  Purchase Trust, the trustees thereof, the company and participants shall be
  deemed to have been cancelled on the date of registration of this deed and be
  substituted by the respective rights and obligations of the trust, the
  trustees, the company and participants respectively under this deed on the
  basis that -

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  27.1

  	
   

  	
  shares held by participants under the
  existing scheme shall become “scheme shares” and their indebtedness under the
  existing scheme shall become their “share debt”;

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  27.2

  	
   

  	
  the share price of such scheme shares
  shall be equal to the share price payable by the participant under the
  existing scheme;

  
							



 


46














 


	
  27.3

  	
   

  	
  the date on which an application to
  acquire shares under the existing scheme was accepted shall be deemed to be
  the acceptance date of such scheme shares; and

  
	
   

  	
   

  	
   

  
	
  27.4

  	
   

  	
  such cancellation and substitution of
  the rights of participants shall not affect any of their vested rights under
  the existing scheme which shall remain of force and effect.

  
	
   

  
	
  28

  	
   

  	
  CERTIFICATES

  
	
   

  
	
   

  	
   

  	
  Certificates in respect of shares
  sold to or subscribed for by participants in terms of this scheme shall be
  retained by the trustees until such time as the shares are paid for and are
  capable of being released in terms of this scheme.

  
	
   

  	
   

  	
   

  
	
  29

  	
   

  	
  AGREEMENT BINDING ON PARTICIPANTS

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  No share options, scheme shares,
  rights and options or allocation shares which it is proposed will be granted,
  sold or issued to any participant will be granted, sold or issued otherwise
  than -

  
	
   

  	
   

  	
   

  
	
  29.1

  	
   

  	
  in writing; and

  
	
   

  	
   

  	
   

  
	
  29.2

  	
   

  	
  on the terms set out in this scheme
  and in terms of which the participant irrevocably and unconditionally
  undertakes to adhere to and be bound by all the terms of this scheme.

  
	
   

  	
   

  	
   

  
	
  30

  	
   

  	
  AMENDMENT

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  It shall be competent for the board
  and the trustees to amend any of the provisions of this scheme subject to the
  prior approval (if required) of the JSE and of any other competent authority;
  provided that -

  
	
   

  	
   

  	
   

  
	
  30.1

  	
   

  	
  no such amendment shall affect the
  vested rights of any participant; and

  



 


47

















 


	
  30.2

  	
   

  	
  no such
  amendment affecting any of the following matters shall be competent unless it
  is sanctioned by the company in general meeting -

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  30.2.1

  	
   

  	
  the eligibility of participants under
  this scheme;

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  30.2.2

  	
   

  	
  the
  calculation of the total number of shares which may be acquired for the
  purpose of or pursuant to this scheme;

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  30.2.3

  	
   

  	
  the maximum number of share options,
  scheme shares, rights and options and allocation shares which may be acquired
  by any participant;

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  30.2.4

  	
   

  	
  the option price;

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  30.2.5

  	
   

  	
  the share price; and

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  30.2.6

  	
   

  	
  the allocation price.

  
	
   

  	
   

  	
   

  
	
  31

  	
   

  	
  DISPUTES

  
	
   

  	
   

  	
   

  
	
  31.1

  	
   

  	
  Save as otherwise provided in this
  deed, should any dispute of whatever nature arise in regard to the
  interpretation or effect of, or the validity, enforceability or rectification
  (whether in whole or in part) of, or the respective rights or obligations of
  the parties under, or a breach or termination or cancellation of, this deed,
  then the dispute shall, unless the parties thereto otherwise agree in
  writing, be referred for determination to an expert (“expert”) in accordance
  with the remaining provisions of this 31.

  
	
   

  	
   

  	
   

  
	
  31.2

  	
   

  	
  The expert shall -

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  31.2.1

  	
   

  	
  if the matter in issue is primarily
  an accounting matter, be an independent practising chartered accountant of
  not less than fifteen years standing;

  
						



 


48

















	
   

  	
   

  	
  31.2.2

  	
   

  	
  if the matter in issue is primarily a
  legal matter, be a practising senior counsel of not less than five years’
  standing as such and practising at the Johannesburg bar;

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  31.2.3

  	
   

  	
  if the matter in issue is any other matter,
  be an independent accountant or be a senior counsel as envisaged in 31.2.1 or
  31.2.2 or be any other independent person,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  agreed upon by the parties to the
  dispute or, failing agreement within fourteen days after the dispute arises,
  appointed by the President for the time being of the South African Institute
  of Chartered Accountants or his successor-in-title at the request of any
  party to the dispute.

  
	
   

  	
   

  	
   

  
	
  31.3

  	
   

  	
  The expert selected as aforesaid
  shall in all respects act as an expert and not as an arbitrator.

  
	
   

  	
   

  	
   

  
	
  31.4 

  	
   

  	
  The expert shall be vested with
  entire discretion as to procedure to be followed in arriving at his decision.
  It shall not be necessary for the expert to observe or carry out either the
  strict rules of evidence or any other legal formalities or procedures,
  but the expert shall be bound to follow principles of law in deciding matters
  submitted to him.

  
	
   

  	
   

  	
   

  
	
  31.5

  	
   

  	
  The expert shall have the power,
  inter alia, to -

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  31.5.1

  	
   

  	
  investigate or cause to be
  investigated any matter, fact or thing which he considers necessary or
  desirable in connection with the dispute and, for that purpose, shall have
  the widest powers of investigating all the books, records, documents and
  other things in the possession of any party to the dispute or the company or
  under its control, the right to inspect goods and property of the parties and
  the company, the right to take copies and/or make extracts there from and the
  right to have them produced and/or delivered at any place reasonably required
  by him for the aforesaid purposes;  

  
						



 


49

















 


	
   

  	
   

  	
  31.5.2

  	
   

  	
  interview and question under oath any
  of the parties or other parties to the dispute, including the right to cross
  examine such parties;

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  31.5.3

  	
   

  	
  summon witnesses;

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  31.5.4

  	
   

  	
  record evidence;

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  31.5.5

  	
   

  	
  make an interim award;

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  31.5.6

  	
   

  	
  make an award regarding legal
  fees/costs and the expert’s remuneration. If he fails or declines to do so,
  then each of the parties to the dispute shall bear and pay its own costs.
  Until such time as the expert’s decision is given, the parties to the dispute
  shall bear and pay such costs in equal shares;

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  31.5.7

  	
   

  	
  call
  for the assistance of any other person who he may deem necessary to assist
  him in arriving at his decision;

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  31.5.8

  	
   

  	
  exercise
  any additional powers which may be exercised by an arbitrator in terms of the
  Arbitration Act 1965 as amended.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  31.6

  	
   

  	
  Any
  hearing by the expert shall be held in Johannesburg or Sandton unless the
  expert determines that it is more convenient or equitable that the hearing or
  any part thereof (including, but without limitation, the taking of evidence)
  be held elsewhere, in which event the hearing (or the relevant part thereof)
  shall be held in the place so determined by the expert.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  31.7

  	
   

  	
  The
  parties shall use their best endeavours to procure that the decision of the
  expert shall be given within thirty days or so soon thereafter as is possible
  after it has been demanded.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  31.8

  	
   

  	
  The
  decision of the expert shall be final and binding on all parties affected
  thereby, shall be carried into effect and may be made an order of any
  competent court at the instance of any party to the dispute.

  



 


50

















 


	
  31.9

  	
   

  	
  This clause constitutes an
  irrevocable consent by the company, the trustees and all participants and
  eligible applicants to any proceedings in terms thereof and no such party
  shall be entitled to withdraw there from or to claim at any such proceedings
  that it is not bound by this clause.

  
	
   

  	
   

  	
   

  
	
  31.10

  	
   

  	
  This clause shall not preclude any
  party from obtaining relief by way of motion proceedings on an urgent basis
  or from instituting any interdict, injunction or any similar proceedings in
  any court of competent jurisdiction pending the decision of the expert.

  
	
   

  	
   

  	
   

  
	
  31.11

  	
   

  	
  Subject to 31.5.8, the provisions of
  the Arbitration Act 1965 as amended shall not apply in respect of this clause
  or any other provision of this agreement.

  
	
   

  	
   

  	
   

  
	
  31.12

  	
   

  	
  This clause is severable from the
  rest of this agreement and shall remain in effect even if this deed is
  terminated for any reason.

  
	
   

  	
   

  	
   

  
	
  33

  	
   

  	
  ANNUAL FINANCIAL STATEMENTS

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The board shall ensure that a summary
  appears in the annual financial statements of the company of the number of scheme
  shares, the number of share options and the number of -rights and options or
  allocation shares in issue or acquired, any changes in such numbers during
  the financial year under review, the number of shares held by the trust which
  may be acquired by eligible applicants and the number of shares under the
  control of the directors of the company for allotment or issue in terms of
  this scheme.

  
	
   

  	
   

  	
   

  
	
  33

  	
   

  	
  PROFITS AND LOSSES

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The company shall bear any losses
  sustained, and be entitled to receive any profits made by the trust in
  respect of the purchase, acquisition, sale or disposal of shares.

  



 


51

















 


	
  34

  	
   

  	
  TERMINATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The trust shall terminate as soon as
  there are no longer any participants who hold or have acquired scheme shares,
  share options, rights and options or allocation shares and the board so
  resolves. Upon such termination, the assets (if any) of the trust shall be
  realised and any surplus remaining after the discharge of the trust’s
  liabilities shall be paid over to the company. Any deficit arising from the
  winding-up of the trust shall be borne by the company.

  



 


	
  Signed
  at

  	
  Johannesburg

  	
  on

  	
  5th March 1997

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  for

  	
  Sappi
  Limited

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ W E Hewitt

  
	
   

  	
   

  	
   

  	
  William Edward Hewitt

  
	
   

  	
   

  	
   

  	
  who warrants that he is duly 

  
	
   

  	
   

  	
   

  	
  authorized hereto

  
	
   

  
	
  We,
  the undersigned, David Charles Brink and Thomas Louw De Beer do hereby accept
  our appointment as trustees of The Sappi Limited Share Incentive Trust.

  
	
   

  
	
  Signed
  at

  	
  Johannesburg

  	
  on

  	
  5th March 1997

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ D C Brink

  
	
   

  	
   

  	
   

  	
  David Charles Brink

  
	
   

  	
   

  	
   

  	
   

  
	
  Signed
  at

  	
  Johannesburg

  	
  on

  	
  5th March 1997

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ T L de Beer

  
	
   

  	
   

  	
   

  	
  Thomas Louw De Beer

  
	
   

  
	
  This
  scheme was duly adopted at a general meeting of Sappi Limited held at
  Johannesburg on 5 March 1997.

  
	
   

  
	
  Signed
  at

  	
  Johannesburg

  	
  on

  	
  5th March 1997

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ E van As

  
	
   

  	
   

  	
   

  	
  Eugene van As

  
	
   

  	
   

  	
   

  	
   

  



52