Exhibit 4.1


 


 


 


 


 


 


 


 


DEED
OF TRUST


 


 


 


constituting


 


 


 


 


THE SAPPI
LIMITED SHARE INCENTIVE TRUST


 


 


 


 


Incorporating all
prior deeds of amendments


 


Incorporating
changes made to comply with Schedule 14 of the


JSE Limited Listings
Requirements


 

















 


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

  	
  10

  
	
   

  	
   

  	
   

  
	
  2.        CONSTITUTION OF TRUST AND TRUSTEES

  	
  10

  
	
   

  	
   

  	
   

  
	
  3.        POWERS OF TRUSTEES

  	
  12

  
	
   

  	
   

  	
   

  
	
  4.        SECURITY

  	
  13

  
	
   

  	
   

  	
   

  
	
  5.        REMUNERATION OF TRUSTEES

  	
  13

  
	
   

  	
   

  	
   

  
	
  6.        DUTIES OF TRUSTEES

  	
  14

  
	
   

  	
   

  	
   

  
	
  7.        IMDEMNITY AND PROCEEDINGS

  	
  15

  
	
   

  	
   

  	
   

  
	
  8.        PURCHASE OF OR SUBSCRIPTION FOR SHARES

  	
  15

  
	
   

  	
   

  	
   

  
	
  9.        FUNDING OF THE TRUST

  	
  17

  
	
   

  	
   

  	
   

  
	
  PART 2
  – THE CREDIT SALE SCHEME

  	
  18

  
	
   

  	
   

  	
   

  
	
  10.      ACQUISITION OF SCHEME SHARES

  	
  18

  
	
   

  	
   

  	
   

  
	
  11.      PAYMENT FOR SCHEME SHARES AND INTEREST

  	
  19

  
	
   

  	
   

  	
   

  
	
  12.      TRANSFER, LISTING AND PLEDGE OF SHARES

  	
  23

  
	
   

  	
   

  	
   

  
	
  13.      DIVIDENDS

  	
  26

  
	
   

  	
   

  	
   

  
	
  PART 3
  – THE SHARE OPTION SCHEME

  	
  27

  
	
   

  	
   

  	
   

  
	
  14.      ACQUISITION OF SHARE OPTIONS

  	
  27

  
	
   

  	
   

  	
   

  
	
  15.      SHARE OPTIONS

  	
  27

  
	
   

  	
   

  	
   

  
	
  16.      EXERCISE OF SHARE OPTIONS

  	
  28

  
	
   

  	
   

  	
   

  
	
  17.      ALLOTMENT

  	
  29

  
	
   

  	
   

  	
   

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

  	
  30

  
	
   

  	
   

  	
   

  
	
  18.      TERMINATION OF EMPLOYMENT

  	
  30

  
	
   

  	
   

  	
   

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

  	
  34

  
	
   

  	
   

  	
   

  
	
  PART 5
  - THE COMBINED OPTION/DEFERRED SALE SCHEME

  	
  42

  
	
   

  	
   

  	
   

  
	
  20.      THE SCHEME

  	
  42

  
	
   

  	
   

  	
   

  
	
  PART 6
  - SWITCHING MECHANISMS

  	
  49

  
	
   

  	
   

  	
   

  
	
  21.      SHARE OPTIONS – CREDIT SALE

  	
  49

  
	
   

  	
   

  	
   

  
	
  22.      CREDIT SALE – SHARE OPTIONS

  	
  50

  
	
   

  	
   

  	
   

  
	
  23.      CREDIT SALE – COMBINED OPTION/DEFERRED SALE

  	
  51

  
	
   

  	
   

  	
   

  
	
  24.      SHARE OPTION – COMBINED OPTION/DEFERRED SALE

  	
  54

  



 

















 


	
  25.      COMBINED OPTION/DEFERRED SALE – CREDIT SALE OR SHARE
  OPTIONS

  	
  55

  
	
   

  	
   

  	
   

  
	
  PART 7
  - GENERAL

  	
  59

  
	
   

  	
   

  	
   

  
	
  26.      ASSIGNMENT OF RIGHTS OR OBLIGATIONS

  	
  59

  
	
   

  	
   

  	
   

  
	
  27.      TRANSFERS FROM THE EXISTING SCHEME

  	
  60

  
	
   

  	
   

  	
   

  
	
  28.      CERTIFICATES

  	
  61

  
	
   

  	
   

  	
   

  
	
  29.      AGREEMENTS BINDING ON PARTICIPANTS

  	
  61

  
	
   

  	
   

  	
   

  
	
  30.      AMENDMENT

  	
  62

  
	
   

  	
   

  	
   

  
	
  31.      DISPUTES

  	
  63

  
	
   

  	
   

  	
   

  
	
  32.      ANNUAL FINANCIAL STATEMENTS

  	
  66

  
	
   

  	
   

  	
   

  
	
  33.      DEALINGS IN SECURITIES

  	
  67

  
	
   

  	
   

  	
   

  
	
  34.      VOTES AT ANNUAL GENERAL MEETING

  	
  67

  
	
   

  	
   

  	
   

  
	
  35.      PROFITS AND LOSSES

  	
  67

  
	
   

  	
   

  	
   

  
	
  36.      TERMINATION

  	
  67

  



 

















 


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                      “allocated”
- for purposes of setting the scheme limits referred to in clause 8, shall
mean:


 


- in respect of
offers for the acquisition of scheme shares, one share allocated per offer
made;


 


- in respect of
share options, one share allocated per option granted;


 


- in respect of
rights and options, one share allocated per right and option granted


 


and the words
“allocation” and “allocate” shall be construed accordingly


 

















 


1.1.3                      “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


 


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


 


1.1.5                      “Act”
- the Companies Act 1973, as amended or any other act which may in the future
replace the Companies Act of 1973;


 


1.1.6                      “auditors”
– the auditors of the time being of the company;


 


1.1.7                      “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;


 


1.1.8                      “Code”
– the Securities Regulation Code and the Rules of the Securities Regulation
Panel, promulgated under section 440C of the Act;


 


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


 


2

















 


1.1.10                    “control”
- all circumstances where a party (or parties acting in concert), directly or
indirectly, obtains -


 


	
  1.1.10.1

  	
  de facto control
  of the company; or

  
	
   

  	
   

  
	
  1.1.10.2

  	
  beneficial ownership
  of the specified percentage or more of the company’s issued shares; or

  
	
   

  	
   

  
	
  1.1.10.3

  	
  control of the
  specified percentage or more of the voting rights at meetings of the company;
  or

  
	
   

  	
   

  
	
  1.1.10.4

  	
  the right to
  control the management of the company or the composition of the board; or

  
	
   

  	
   

  
	
  1.1.10.5

  	
  the right to
  appoint or remove directors holding a majority of voting rights at board
  meetings; or

  
	
   

  	
   

  
	
  1.1.10.6

  	
  the approval by the
  company’s shareholders of, or the consummation of, a merger or consolidation
  of the company with any other business or entity, or upon a sale of the whole
  or a major part of the company’s assets or undertaking.

  



 


For the purposes of this 1.1.10 the expression “specified percentage”
shall bear the meaning assigned to it from time to time in the Code read with
the Act, presently being 35%;


 


1.1.11                    “early retirement” -
termination of the participant’s employment by reason of retirement before the
participant has reached the age of 60 (sixty) years. For these purposes the
retirement date is determined as the date on which the participant ceases to be
employed in his or her


 


3

















 


position, whether
or not he or she receives a salary under part-time retirement


 


1.1.12                    “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;


 


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


 


1.1.14                    “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;


 


1.1.15                    “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);


 


1.1.16                    “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


 


4

















 


or other voting instruments or voting rights in that company,
partnership, trust or other entity or association of persons;


 


1.1.17                    “JSE”
- the JSE Limited (registration number 2005/022939/06), a public company duly
registered and incorporated with limited liability in accordance with the
company laws of South Africa, licensed as an exchange under the Securities
Services Act, No. 36 of 2004;


 


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


 


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


 


1.1.20                    “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;


 


1.1.21                    “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;


 


5

















 


1.1.22                    “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;


 


1.1.23                    “plan”
– the Sappi Limited Performance Share Incentive Plan, adopted by the company on
7 March 2005, as amended from time to time;


 


1.1.24                    “retirement/normal
retirement” – termination of the participant’s employment by reason of
retirement on or after the date on which that participant has reached the age
of 60 (sixty) years. For these purposes, the retirement date is determined as
the date on which the participant ceases to be employed in his or her position,
whether or not he or she receives a salary under part-time retirement;


 


1.1.25                    “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;


 


1.1.26                    “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;


 


1.1.27                    “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;


 


6














 


1.1.28                                                                               “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;


 


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


 


1.1.29.1                                                                                                           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;


 


1.1.29.2                                                                                                           scheme
capitalization shares;


 


1.1.29.3                                                                                                           scheme
rights shares; and


 


1.1.29.4                                                                                                           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 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.


 


7

















 


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


 


1.1.31                                                                               “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;


 


1.1.31.1                                                                                                           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


 


1.1.31.2                                                                                                           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;


 


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


 


1.1.33                                                                               “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


 


8

















 


shares and the last day
for registration by shareholders to participate in such dividend, be reduced by
the amount of such dividend;


 


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


 


1.1.35                                                                               “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.


 


9

















 


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 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                                                           An
executive director may not be appointed as a trustee of the scheme. A
non-executive director, subject to any restriction as contained in the Act, may
be appointed as a trustee of the scheme, provided that he or she does not
benefit from the scheme.


 


2.4                                                           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.


 


10

















 


2.5                                                           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.


 


2.6                                                           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.


 


2.7                                                           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.


 


2.8                                                           A
trustee or alternate trustee shall cease to hold office as such if he –


 


2.8.1                                                                                      is
removed by resolution of the board; or


 


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


 


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


 


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


 


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


 


11

















 


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;


 


12

















 


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.


 


13

















 


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.


 


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


 


14

















 


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.                            IMDEMNITY AND 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.


 


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 and 8.2, 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.


 


15

















 


8.2                                                           The
trustees shall only purchase or subscribe for shares once a participant or
group of participants to whom they will be allocated, has been formally
identified.


 


8.3                                                           The
shares held in the trust may only be sold by the trust:


 


8.3.1                                                                                      once
the employment of a participant has been terminated or a participant is
deceased; or


 


8.3.2                                                                                      on
behalf of a participant, once the rights of ownership of the participant has
vested in terms of the provisions of the scheme.


 


8.4                                                           Subject
to 8.8, the prior authority of the shareholders of the company in general
meeting shall be required if the aggregate number of shares which may be
acquired by all participants under this scheme and the plan is to exceed
42,700,870 (forty two million seven hundred thousand eight hundred and seventy)
shares being 7,95% of the company’s issued share capital as at 30 September 2009.


 


8.5                                                           Subject
to 8.8, the aggregate number of shares that may be allocated to any one
participant in terms of or pursuant to this scheme and the plan shall not
exceed 2,200, 000 (two million two hundred thousand) shares, being 0,05% (nil
comma nil five percent) of the company’s issued share capital as at 30 September 2009.


 


8.6                                                           The
limit referred to in clause 8.4 shall include new shares allotted and issued by
the company in settlement of this scheme and the plan.


 


8.7                                                           The
aggregate result of clauses 8.4 and 8.6 shall exclude the following:


 


16














 


8.7.1                                                                                      shares
purchased in the market in settlement of this scheme and the plan; and


 


8.7.2                                                                                      shares
in respect of grants and offers under this scheme and the plan which are not
subsequently settled to a participant as a result of the forfeiture thereof.


 


8.8                                                           The
limits referred to in clauses 8.4 and 8.5 shall be adjusted in such manner as
the board shall determine (and which the auditors shall confirm in writing to
be in their opinion fair and reasonable) following the sub-division or
consolidation of the shares, reduction of share capital or the issue of
additional shares whether by way of a capitalisation of the company’s profits
and reserves (including the share premium account and the capital redemption
reserve fund), or a rights issue. The auditors shall further confirm to the JSE
in writing that these adjustments are calculated in accordance with the
provisions of this scheme.


 


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 


 


17

















 


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.


 


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;


 


18

















 


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 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 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 thirty 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.


 


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
1.1.29.2.


 


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 


 


19

















 


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. The balance of the share
debt of a participant shall be paid by not later than the eighth 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 one year shall have elapsed, in which event not more than 25%;


 


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


 


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


 


11.3.4                                                                               more
than four 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 –


 


20

















 


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


 


21

















 


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.


 


22

















 


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
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;


 


23

















 


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.


 


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 –


 


24

















 


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


 


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 


 


25

















 


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.


 


26














 


13.3                                                    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; 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.


 


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, 


 


27

















 


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.


 


16.                     EXERCISE OF SHARE OPTIONS


 


16.1                                                    Share
options granted prior to 1 October 2009 may not be exercised until after a
period, calculated from the acceptance date, of -


 


16.1.1                                                                               more
than one year shall have elapsed, in which event not more than 25%;


 


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


 


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


 


16.1.4                                                                               more
than four years shall have elapsed, in which event all


 


or any lesser number of
the relevant share options may be exercised.


 


16.2                                                    The
periods after which options granted on or after 1 October 2009 may be
exercised shall be specified in the letter in terms of which the options are
granted.


 


16.3                                                    A
share option shall lapse -


 


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


 


16.3.2                                                                               upon
the participant making application for the voluntary surrender of his estate or
his estate being otherwise sequestrated or upon any 


 


28

















 


attachment of any interest of a
participant under the scheme, unless the board passes a resolution to the
contrary.


 


16.4                                                    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.


 


16.5                                                    Every
exercise of a share option shall -


 


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


 


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


 


16.5.3                                                                               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


 


16.5.4                                                                               be
regarded as complete only when payment in terms of 16.5.3 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 


 


29

















 


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 –


 


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 


 


30

















 


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 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;


 


31

















 


18.1.3                                                                               as
a result of his death, retrenchment 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 


 


32

















 


entitled to exercise all of that
number of his share options which he was entitled to exercise in terms of 16.1
and 16.2 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 and 16.2 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 of his share options (whether or not
they are capable of being exercised in terms of 16.1 and 16.2 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, retrenchment 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 of his share options (whether or
not they are capable of being exercised in terms of 16.1 and 16.2 at the date
of termination of his employment), failing which his share options shall
automatically lapse. If such participant 


 


33

















 


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, mutatis 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 of his share options
(whether or not they are capable of being exercised in terms of 16.1 and 16.2
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 and 16.2 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 CAPITILIZATION 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 


 


34

















 


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 –


 


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;


 


35

















 


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 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;


 


36














 


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 re-organisation; or


 


37

















 


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                                                    Subject
to Rules 19.8, in the event of –


 


19.7.1                                                                               a
change of control of the company becoming effective; or


 


19.7.2                                                                               if,
in concluding the change of control, the board in office at the date
immediately prior to the proposed change of control being communicated to the
board ceases to be able to determine the future employment conditions of the
group’s employees; or


 


38

















 


19.7.3                                                                               the
person/s (or those persons acting in concert) who has/have control of the
company as at the date that offers are made or options are granted in terms of
the scheme, take/s any decision, pass/es any resolution and/or take/s any
action the effect of which is to delist the company from the JSE and the
company becomes aware of such decision, resolution and/or action,


 


before the date that the participants are entitled to
the release of the scheme shares as specified in 11.3 or to exercise their
share options as specified 16.1 and 16.2, such participant shall be entitled to
require the release of all scheme shares not yet released and/or the exercise
of all share options which such participant was not yet entitled to exercise by
submitting a written notice to the board within a period of 90 days after the
date upon which such change of control becomes effective.


 


19.8                                                    In
the event that:


 


19.8.1                                                                               the
change of control is initiated by the board or the board in office immediately
prior to the proposed change of control being communicated to the board
continue to be able to determine the future employment conditions of the group’s
employees; or


 


19.8.2                                                                               there
is an internal reconstruction or other event which does not involve any
substantial change in the ultimate control of the company and the shareholders
in the company immediately prior to the transaction hold a majority of shares
in the company immediately after the transaction;


 


39

















 


the provisions of 19.7 shall not apply and the
participants shall not be entitled to require the release of scheme shares. The
provisions governing scheme shares and share options as set out in this deed
shall continue to apply unless the board determines that action should be taken
to protect the interests of participants. Such action shall be as the board
considers to be appropriate in the circumstances to protect the participants’
interests and which may include, but shall not be limited to granting shares in
such other company in exchange for the participants’ scheme shares or
converting share options into equivalent options in respect of shares in one or
more other companies.


 


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.


 


40

















 


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 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 of 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.


 


19.12                                             The
issue of equity securities as consideration for an acquisition, the issue of
securities for cash and the issue of equity securities or a vendor
consideration placing will not be regarded as a circumstance requiring
adjustment in terms of the provisions of this 19.


 


19.13                                             When
any adjustments in terms of the provisions of this 19 are finalised, the
auditors shall confirm to the JSE in writing that these are calculated in
accordance with the provisions of this scheme.


 


19.14                                             Any
adjustments made in terms of the provisions of this 19 will be reported on the
company’s annual financial statements in the year during which the adjustment
is made.


 


41

















 


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


 


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,


 


42

















 


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 one year shall have elapsed, in which event not more than 25%;


 


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


 


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


 


20.2.3.4                                                                                                           more
than four 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 eight years from the date
of grant of the right and option –


 


43

















 


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 –


 


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 


 


44

















 


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;


 


20.2.4.3                                                                                                           as
a result of his death, retirement, retrenchment 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 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 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 


 


45

















 


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 eighth
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
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


 


46














 


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 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;


 


47

















 


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 


 


48

















 


participant, the ~ resultant agreement
shall be in accordance with those provisions; 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 30 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 


 


49

















 


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.


 


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 30 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.


 


50

















 


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.


 


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 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 –


 


51

















 


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.


 


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.


 


52

















 


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 30 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;


 


23.3.3.2                                                                                                           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 


 


53

















 


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 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 30 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;


 


54

















 


24.2.3                                                                               the
option price payable in respect of such share options.


 


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 –


 


55

















 


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;


 


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


 


56














 


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;


 


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;


 


57

















 


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 30 days of the date of the offer, accept
such offer. Such notice shall specify –


 


25.2.1                                                                               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, 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.


 


58

















 


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;


 


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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”;


 


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


 


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.                     AGREEMENTS 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.


 


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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


 


30.2                                                    no
such amendment affecting any of the following matters shall be competent unless
it has first been approved by the JSE and is sanctioned by an ordinary
resolution of the 75% (seventy five percent) of the shareholders of 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 utilised 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 allocated to any participant;


 


30.2.4                                                                               the
option price;


 


30.2.5                                                                               the
share price;


 


30.2.6                                                                               the
allocation price;


 


30.2.7                                                                               the
voting, dividend, transfer and other rights (including those arising in the
event of the curatorship of the company, rights and capitalization 


 


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issues, consolidations,
sub-divisions, reorganizations and takeovers as envisaged in 19) attaching to
the shares;


 


30.2.8                                                                               the
procedure to be adopted on termination of employment of a participant under the
scheme; and


 


30.2.9                                                                               any
amendment of this clause 30.2.


 


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;


 


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;


 


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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.


 


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 the 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;


 


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;


 


64

















 


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.


 


65

















 


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.


 


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.


 


32.                     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


 


66














 


number of
shares under the control of the directors of the company for allotment or issue
in terms of this scheme.


 


33.                     DEALINGS IN SECURITIES


 


The company will ensure
compliance with paragraphs 3.63 – 3.74 (director dealings) of the Listings
Requirements of the JSE in terms of share dealings by the company relating to
the scheme.


 


34.                     VOTES AT ANNUAL GENERAL MEETING


 


The votes
of scheme shares held by the trust will not be taken into account for Listings
Requirements of the JSE resolution approval purposes at general or annual
meetings. Such shares shall also not be taken into account for purposes of
determining categorisations as detailed in section 9 of the JSE Listings
Requirements.


 


35.                     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.


 


36.                     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 


 


67

















 


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

  



 


68