Exhibit 4.4


 


WERKSMANS
 ATTORNEYS


 


THIRD DEED OF AMENDMENT TO SAPPI LIMITED SHARE INCENTIVE SCHEME


 


 


between


 


 


SAPPI LIMITED


 


 


and


 


 


DAVID CHARLES BRINK


 


 


and


 


 


MEYER FELDBERG


 

















 


TABLE OF CONTENTS


 


	
  1

  	
  INTRODUCTION

  	
  1

  
	
   

  	
   

  	
   

  
	
  2

  	
  AMENDMENT

  	
  2

  
	
   

  	
   

  	
   

  
	
  3

  	
  GENERAL

  	
  2

  



 

















 


THIRD DEED OF AMENDMENT TO SAPPI LIMITED SHARE INCENTIVE SCHEME


 


between


 


SAPPI LIMITED


 


and


 


DAVID CHARLES BRINK


 


and


 


MEYER FELDBERG


 


	
  1

  	
   

  	
  INTRODUCTION

  
	
   

  	
   

  	
   

  
	
  1.1

  	
   

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

  
	
   

  	
   

  	
   

  
	
  1.2

  	
   

  	
  The deed was amended by way of -

  
	
   

  	
   

  	
   

  
	
  1.2.1

  	
   

  	
  a deed of amendment dated 19
  January 1998;

  
	
   

  	
   

  	
   

  
	
  1.2.2

  	
   

  	
  a deed of amendment dated 9
  March 2000.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The deed as amended by such amendments is referred to herein as the “amended deed”.

  
	
   

  	
   

  	
   

  
	
  1.3

  	
   

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

  



 


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  1.4

  	
   

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

  
	
   

  	
   

  	
   

  
	
  1.5

  	
   

  	
  It is recorded that this deed of amendment has, or will shortly, be
  approved by the JSE and that it does not require the sanction of the company
  in general meeting.

  
	
   

  	
   

  	
   

  
	
  2

  	
   

  	
  AMENDMENT

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The amended deed is hereby amended by -

  
	
   

  	
   

  	
   

  
	
  2.1

  	
   

  	
  the addition of the following new words
  after the words “mutatis mutandis” where they appear at the end of clause
  14.2 —

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  “; provided that the 30 day period for
  acceptance of offers in 10.3.1 may be extended by such period as the
  secretary of the company may from time to time determine is practicable for
  administrative purposes”;

  
	
   

  	
   

  	
   

  
	
  2.2

  	
   

  	
  the addition of the following new clause
  18.3 immediately after clause 18.2-

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  “18.3 Notwithstanding anything to the
  contrary contained in this deed, the board shall be entitled, in its
  discretion, to apply terms and conditions which are more favourable to a
  participant than those stipulated in18.2.”.

  
	
   

  	
   

  	
   

  
	
  3

  	
   

  	
  GENERAL

  
	
   

  	
   

  	
   

  
	
  3.1

  	
   

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

  



 


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  3.2

  	
   

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

  
	
   

  	
   

  	
   

  
	
  3.3

  	
   

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

  



 


	
  Signed
  at

  	
  Johannesburg

  	
  on

  	
  26th  November 2004

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  for

  	
  Sappi
  Limited

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  /s/  J C A Leslie

  
	
   

  	
   

  	
   

  	
  who
  warrants that he is duly authorized hereto

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Signed
  at

  	
  Sandton

  	
  on

  	
  10th December 2004

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  /s/  D C Brink

  
	
   

  	
   

  	
   

  	
  David
  Charles Brink

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Signed
  at

  	
  Johannesburg

  	
  on

  	
  26th  November 2004

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  /s/  M Feldberg

  
	
   

  	
   

  	
   

  	
  Meyer
  Feldberg

  



 


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