Exhibit 4.25


 


 


  FINAL
EXECUTION VERSION


 


 


THE
GOLD FIELDS LIMITED 2005 SHARE PLAN


 





















 


TABLE OF CONTENTS


 


	
  PART 1 - INTRODUCTION

  	
  1

  
	
   

  	
   

  	
   

  
	
  1

  	
  DEFINITIONS
  AND INTERPRETATION

  	
  1

  
	
   

  	
   

  	
   

  
	
  2

  	
  PURPOSE

  	
  12

  
	
   

  	
   

  	
   

  
	
  PART 2 - THE TRUST

  	
  12

  
	
   

  	
   

  	
   

  
	
  3

  	
  CONSTITUTION
  OF TRUST

  	
  12

  
	
   

  	
   

  	
   

  
	
  4

  	
  TRUSTEES

  	
  12

  
	
   

  	
   

  	
   

  
	
  5

  	
  POWERS
  OF TRUSTEES

  	
  14

  
	
   

  	
   

  	
   

  
	
  6

  	
  SECURITY

  	
  16

  
	
   

  	
   

  	
   

  
	
  7

  	
  REMUNERATION
  OF TRUSTEES

  	
  16

  
	
   

  	
   

  	
   

  
	
  8

  	
  DUTIES
  OF TRUSTEES

  	
  16

  
	
   

  	
   

  	
   

  
	
  9

  	
  INDEMNITY
  AND LEGAL PROCEEDINGS

  	
  17

  
	
   

  	
   

  	
   

  
	
  10

  	
  ACQUISITION
  OF SHARES BY THE TRUSTEES

  	
  17

  
	
   

  	
   

  	
   

  
	
  11

  	
  FUNDING
  OF THE TRUST

  	
  18

  
	
   

  	
   

  	
   

  
	
  12

  	
  MAXIMUM
  NUMBER OF SHARES WHICH MAY BE ACQUIRED BY PARTICIPANTS

  	
  19

  
	
   

  	
   

  	
   

  
	
  PART 3 – THE PERFORMANCE VESTING RESTRICTED SHARE
  METHOD

  	
  20

  
	
   

  	
   

  	
   

  
	
  13

  	
  GRANT
  OF AWARDS

  	
  20

  
	
   

  	
   

  	
   

  
	
  14

  	
  SETTLEMENT
  OF PERFORMANCE VESTING RESTRICTED SHARES

  	
  22

  
	
   

  	
   

  	
   

  
	
  15

  	
  LIMITATIONS
  ON THE SETTLEMENT OF PERFORMANCE VESTING RESTRICTED SHARES

  	
  23

  
	
   

  	
   

  	
   

  
	
  16

  	
  TIME
  FOR THE SETTLEMENT OF PERFORMANCE VESTING RESTRICTED SHARES

  	
  24

  
	
   

  	
   

  	
   

  
	
  17

  	
  TERMINATION
  OF EMPLOYMENT

  	
  25

  



 





















 


	
  18

  	
  EXTENT
  TO WHICH PERFORMANCE VESTING RESTRICTED SHARES UNDER AN AWARD ARE AVAILABLE
  FOR SETTLEMENT ON TERMINATION OF EMPLOYMENT

  	
  26

  
	
   

  	
   

  	
   

  
	
  PART 4 – THE PERFORMANCE ALLOCATED SHARE
  APPRECIATION METHOD

  	
  27

  
	
   

  	
   

  	
   

  
	
  19

  	
  ALLOCATION
  OF PERFORMANCE ALLOCATED SHARE APPRECIATION RIGHTS

  	
  27

  
	
   

  	
   

  	
   

  
	
  20

  	
  VESTING
  OF PERFORMANCE ALLOCATED SHARE APPRECIATION RIGHTS

  	
  28

  
	
   

  	
   

  	
   

  
	
  21

  	
  TIME
  FOR VESTING OF PERFORMANCE ALLOCATED SHARE APPRECIATION RIGHTS

  	
  28

  
	
   

  	
   

  	
   

  
	
  22

  	
  TERMINATION
  OF EMPLOYMENT

  	
  29

  
	
   

  	
   

  	
   

  
	
  23

  	
  EXTENT
  TO WHICH PERFORMANCE ALLOCATED SHARE APPRECIATION RIGHTS UNDER AN ALLOCATION
  ARE AVAILABLE FOR VESTING ON TERMINATION OF EMPLOYMENT

  	
  30

  
	
   

  	
   

  	
   

  
	
  24

  	
  CONSEQUENCES
  OF VESTING

  	
  31

  
	
   

  	
   

  	
   

  
	
  PART 5 - GENERAL

  	
  33

  
	
   

  	
   

  	
   

  
	
  25

  	
  ADJUSTMENTS

  	
  33

  
	
   

  	
   

  	
   

  
	
  26

  	
  REACQUISITION

  	
  36

  
	
   

  	
   

  	
   

  
	
  27

  	
  TAX
  LIABILITY

  	
  37

  
	
   

  	
   

  	
   

  
	
  28

  	
  LISTING
  AND LEGAL REQUIREMENTS

  	
  38

  
	
   

  	
   

  	
   

  
	
  29

  	
  AMENDMENT
  OF THE PLAN

  	
  38

  
	
   

  	
   

  	
   

  
	
  30

  	
  ADMINISTRATION

  	
  39

  
	
   

  	
   

  	
   

  
	
  31

  	
  ANNUAL
  ACCOUNTS

  	
  40

  
	
   

  	
   

  	
   

  
	
  32

  	
  STRATE

  	
  40

  
	
   

  	
   

  	
   

  
	
  33

  	
  DISPUTES

  	
  41

  
	
   

  	
   

  	
   

  
	
  34

  	
  PROFITS
  AND LOSSES AND TERMINATION OF THE PLAN

  	
  44

  
	
   

  	
   

  	
   

  
	
  35

  	
  DOMICILIUM
  AND NOTICES

  	
  44

  
	
   

  	
   

  	
   

  
	
  36

  	
  COMPLIANCE

  	
  46

  



 


ii





















 


	
  37

  	
  GENERAL
  PROVISIONS

  	
  46

  



 


iii





















 


THE
GOLD FIELDS LIMITED 2005 SHARE PLAN


 


PART 1 - INTRODUCTION


 


1                                          DEFINITIONS AND INTERPRETATION


 


1.1                                                                                 In this Deed, unless expressly stipulated to the contrary or 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                                                                                                                        “Act” - the
Companies Act 61 of 1973;


 


1.1.2                                                                                                                        “Allocation” – the
allocation of Performance Allocated Share Appreciation Rights to an Eligible
Employee in terms of 19.1 (read with 19.2) and the words “allocated” and “allocate” shall be construed accordingly;


 


1.1.3                                                                                                                        “Allocation Date” – the
date on which the Board resolves to make an Allocation to an Eligible Employee;


 


1.1.4                                                                                                                        “Allocation Letter” – a
letter containing the information specified in 19.2 sent by the Trustees to a
Participant informing the Participant of the making of an Allocation to him;


 


1.1.5                                                                                                                        “Allocation Price” – the
price attributable to a Performance Allocated Share Appreciation Right, being a
price equal to the Fair Market Value of a Share on the Allocation Date;


 


1.1.6                                                                                                                        “Any Other Plan” - any
share plan or scheme approved by the members of the Company in general meeting
(other than the Plan) which provides for the acquisition of, or subscription
for, shares in the Company by, or on behalf of, employees, directors (whether
executive or non-executive) or other officers of the members of the Group;
provided that such plan or scheme is in operation;


 





















 


1.1.7                                                                                                                        “Applicable Laws” – in
relation to any person or entity, all and any -


 


1.1.7.1                                                                                                                                                               statutes, subordinate legislation and common law;


 


1.1.7.2                                                                                                                                                               regulations;


 


1.1.7.3                                                                                                                                                               ordinances and by-laws;


 


1.1.7.4                                                                                                                                                               directives, codes of practice, circulars, guidance notices,
judgments and decisions of any competent authority,


 


compliance with which is mandatory for that person or
entity;


 


1.1.8                                                                                                                        “Arbitration Act” - the
Arbitration Act 42 of 1965;


 


1.1.9                                                                                                                        “Award” - the award to an
Eligible Employee of Performance Vesting Restricted Shares in terms of 13.1
(read with 13.2) and the word “awarded”
shall be construed accordingly;


 


1.1.10                                                                                                                  “Award Date” – the date
on which the Board resolves to make an Award to an Eligible Employee;


 


1.1.11                                                                                                                  “Award Letter” – a
letter containing the information specified in 13.2 sent by the Trustees to a
Participant informing the Participant of the grant of an Award to him;


 


1.1.12                                                                                                                  “Board” - the board of
directors for the time being of the Company, acting either through itself or
through any committee of its members appointed by it from time to time, which
is charged with the administration of the Plan;


 


1.1.13                                                                                                                  “Change of Control” – means -


 


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1.1.13.1                                                                                                                                                         all circumstances where a party (or parties acting in concert),
directly or indirectly, obtains -


 


1.1.13.1.1                                                                                                                                                beneficial ownership of the specified percentage or more of the
Company’s issued Shares; or


 


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


 


1.1.13.1.3                                                                                                                                                the right to control the management of the Company or the
composition of the Board; or


 


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


 


1.1.13.2                                                                                                                                                         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 1.1.13 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%;


 


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


 


1.1.15                                                                                                                  “Company” – Gold
Fields Limited (registration number 1968/04880/06), a company incorporated in
accordance with the laws of the RSA;


 


1.1.16                                                                                                                  “Date of Termination of Employment” – the
date upon which a Participant is no longer employed by, or ceases to hold
salaried office in, any Employer Company; provided that,


 


3





















 


where a Participant’s employment is terminated without notice or on
terms in lieu of notice, the Date of Termination of Employment shall be deemed
to occur on the date on which the termination takes effect, and where such
employment is terminated with notice, the Date of Termination of Employment
shall be deemed to occur upon the date on which that notice expires;


 


1.1.17                                                                                                                  “Deed” – this
Deed, as amended from time to time;


 


1.1.18                                                                                                                  “Eligible Employee” – a
person eligible for participation in the Plan, namely a senior employee of any
member of the Group who is not a Trustee, including any present or future
director holding salaried employment or office which employee shall be selected
by the Board from time to time in its discretion;


 


1.1.19                                                                                                                  “Employer Company” – that
member of the Group that is the employer of a particular Participant;


 


1.1.20                                                                                                                  “Fair Market Value” – in
relation to a Share on any particular day, shall be the volume weighted average
price of a Share on the JSE over either (a) the twenty Trading Days
immediately prior to the day in question; (b) such shorter period, being
less than twenty Trading Days immediately prior to the day in question, as the
Board may determine;


 


1.1.21                                                                                                                  “Family Company” – any
company or close corporation, the entire issued share capital or member’s
interest of which is held and beneficially owned by all or any of a
Participant, his lawful spouse, his lawful children and/or his Family Trust;


 


1.1.22                                                                                                                  “Family Entity” - a
Family Company or a Family Trust;


 


1.1.23                                                                                                                  “Family Trust” – a
trust constituted solely for the benefit of all or any of a Participant, his
lawful spouse and/or his lawful children;


 


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1.1.24                                                                                                                  “Full Performance Criteria” – the
Performance Criteria set at the level at which, if met, would indicate
exceptional performance over any given period;


 


1.1.25                                                                                                                  “Group” - the Company and
any other company, body corporate or other undertaking which is or would be
deemed to be a subsidiary of the Company in terms of the Act, and the
expression “member of the Group”
shall be construed accordingly;


 


1.1.26                                                                                                                  “Implementation Date” – in
relation to a Change of Control, the date upon which such Change of Control
becomes effective;


 


1.1.27                                                                                                                  “JSE” - the
securities exchange operated by the JSE Limited, or its successor;


 


1.1.28                                                                                                                  “LRA” – the
Labour Relations Act 66 of 1995;


 


1.1.29                                                                                                                  “Maximum Period” - the
period commencing on an Allocation Date and expiring on the earlier of either (a) on
the sixth anniversary of that Allocation Date; or (b) in the case of
Performance Allocated Share Appreciation Rights vesting in a Participant
pursuant to his employment being terminated for any reason contemplated in 22,
12 months after the Date of Termination of Employment; provided that -


 


1.1.29.1                                                                                                                                                         the Board shall extend the Maximum Period on written notice to
Participants if and to the extent necessary to take account of the fact that
the last day of the Maximum Period falls on a date on which, or during a period
in which, -


 


1.1.29.1.1                                                                                                                                                                                                by virtue of any Applicable Law or any policy of the Group
(including any corporate governance


 


5





















 


policy) it is not permissible to Settle a
Performance Allocated Share Appreciation Right; or


 


1.1.29.1.2                                                                                                                                                                                                by virtue of any Applicable Law or any policy of the Group
(including any corporate governance policy) a Participant would be precluded
from receiving or otherwise dealing/trading in Shares; or


 


1.1.29.2                                                                                                                                                         the Board may, in its sole discretion, extend the Maximum Period on
written notice to Participants if and to the extent necessary to take account
of the fact that any category of Participants has, in any 12 month period
preceding the last day of the Maximum Period, been precluded from receiving or
otherwise dealing/trading in Shares for five or more months;


 


1.1.30                                                                                                                  “Participant” – in the
case of -


 


1.1.30.1                                                                                                                                                         the Performance Vesting Restricted Share Method, an Eligible
Employee to whom an Award has been made and who has accepted same in terms of 13.6;
and


 


1.1.30.2                                                                                                                                                         the Performance Allocated Share Appreciation Method, an Eligible
Employee to whom an Allocation of Performance Allocated Share Appreciation
Rights has been made and who has accepted same in terms of 19.5;


 


1.1.31                                                                                                                  “Performance Allocated Share
Appreciation Method” – the method of participation in this
Plan detailed in Part 4 of this Deed;


 


1.1.32                                                                                                                  “Performance Allocated Share
Appreciation Right” – a Performance Allocated Share
Appreciation Right awarded to


 


6





















 


an Eligible Employee in terms of 19.1 (read with 19.2).  For the avoidance of doubt it is recorded
that Performance Allocated Share Appreciation Rights do not constitute equity
in the Company;


 


1.1.33                                                                                                                  “Performance Criteria” – the
performance criteria as determined by the Board from time to time;


 


1.1.34                                                                                                                  “Performance Vesting Restricted
Share Method” – the method of participation in this Plan
detailed in Part 3 of this Deed;


 


1.1.35                                                                                                                  “Performance Vesting Restricted
Shares” – Shares which have been conditionally awarded to
an Eligible Employee in terms of an Award Letter as described in 13.2.1;


 


1.1.36                                                                                                                  “Plan” – The
Gold Fields Limited 2005 Share Plan the terms of which are embodied in this
Deed and which entails participation therein through the Performance Allocated
Share Appreciation Method and/or the Performance Vesting Restricted Share
Method;


 


1.1.37                                                                                                                  “Release Date” - in
relation to (a) an Award, the date on which Performance Vesting Restricted
Shares shall be Settled to a Participant as described in 14, which date shall,
subject to 14, 17 and 25, be three years from the Award Date and (b) an
Allocation, the date from which Performance Allocated Share Appreciation Rights
may be exercised by Participants as described in 20, which date shall, subject
to 20, 22 and 25, be three years from the Allocation Date; provided that if
such date falls on a date which, or during a period in which, -


 


1.1.37.1                                                                                                                                                         by virtue of any Applicable Law or any policy of the Group
(including any corporate governance policy) it is not permissible to Settle
Shares to a Participant; or


 


7





















 


1.1.37.2                                                                                                                                                         by virtue of any Applicable Law or any policy of the Group
(including any corporate governance policy) it is not permissible for a
Participant to receive or otherwise deal/trade in Shares,


 


the Release Date shall be the fifth Trading Day after
the date on which it becomes permissible to Settle Shares to a Participant
and/or for the Participant to receive or deal/trade in Shares (as the case may
be);


 


1.1.38                                                                                                                  “Retirement Date” - the
earliest date on which, or age at which, an Eligible Employee can be required
to retire by any Employer Company or, if sooner, the date on which or age at
which he has agreed to take early retirement;


 


1.1.39                                                                                                                  “RSA” – the
Republic of South Africa;


 


1.1.40                                                                                                                  “Secretary” – the
company secretary for the time being of the Company;


 


1.1.41                                                                                                                  “Settled” – in
relation to a Share, shall mean either -


 


1.1.41.1                                                                                                                                                         the allotment and issue by the Company of such Share into the name
of a Participant; or


 


1.1.41.2                                                                                                                                                         if the Company so elects at any time prior to the Release Date, the
procuring by the Company of the transfer of such Share into the name of a Participant
through the acquisition thereof on behalf of a Participant or otherwise,


 


and the words “Settlement”
and “Settle” shall be construed
accordingly.  It is recorded that any
Shares which have been Settled to a Participant in terms of this Plan shall
rank pari passu with Shares in all respects;


 


8





















 


1.1.42                                                                                                                  “Shares” - ordinary
shares of a par value of R0,50 each in the capital of the Company (or such
other class of shares as may represent the same as a result of any
reorganisation, reconstruction or other variation of the share capital of the
Company to which the provisions of the Plan may apply from time to time);


 


1.1.43                                                                                                                  “Target Performance Criteria” – the
Performance Criteria set at the level at which performance is expected over any
given period;


 


1.1.44                                                                                                                  “Tax - any
present or future tax or other charge of any kind or nature whatsoever imposed,
levied, collected, withheld or assessed by any competent authority, and
includes all income tax (whether based on or measured by income/revenue or
profit or gain of any nature or kind or otherwise and whether levied under the
Tax Act or otherwise), capital gains tax, value-added tax and any charge in the
nature of taxation, and any interest, penalty, fine or other payment on, or in
respect thereof but specifically excluding issue duty, stamp duty, marketable
securities tax and uncertificated securities tax;


 


1.1.45                                                                                                                  “Tax Act” - the
Income Tax Act 58 of 1962;


 


1.1.46                                                                                                                  “Trading Day” – any
day on which the Shares are capable of being traded on the JSE;


 


1.1.47                                                                                                                  “Trust” - The
Gold Fields Limited 2005 Share Trust, constituted in terms of 3.1;


 


1.1.48                                                                                                                  “Trust Act” – the
Trust Property Control Act 57 of 1988;


 


1.1.49                                                                                                                  “Trustees” – the
persons who are, from time to time, the Trustees of the Trust, initially being
those persons referred to in 4.2.


 


9





















 


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 gender includes the other genders;


 


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


 


1.2.2.3                                                                                                                                                               the singular includes the plural and vice versa;


 


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


 


1.2.4                                                                                                                        any reference to any statute shall be to that statute, as amended
from time to time and to any statutory substitution of that statute; and


 


1.2.5                                                                                                                        the use of the word “including”
or “includes” or “include” followed by a specific example
shall not be construed as limiting the meaning of the general wording preceding
it and the eiusdem generis rule shall not be applied in the interpretation
of such general wording or such specific example/s;


 


1.2.6                                                                                                                        the word “reacquired”
when used in relation to an Allocation, an Award, Performance Allocated Share
Appreciation Rights or Performance Vesting Restricted Shares shall mean the
acquisition of such Allocation, Award, Performance Allocated Share Appreciation
Rights or Performance Vesting Restricted Shares (as the case may be) from a
Participant by the Trust or


 


10





















 


the Company (whichever Allocated the Performance Allocated Share
Appreciation Rights or Awarded the Performance Vesting Restricted Shares, as
the case may be) for a total consideration of R0,01;


 


1.2.7                                                                                                                        the words “vest”, “vesting” and “vested” when used in relation to a Performance Vesting Share
Appreciation Right shall mean that such Performance Vesting Share Appreciation
Right shall become exercisable in accordance with 24;


 


1.2.8                                                                                                                        a Participant who ceases to be employed by an Employer Company on
the basis that he is -


 


1.2.8.1                                                                                                                                                               immediately thereafter employed by another Employer Company;


 


1.2.8.2                                                                                                                                                               thereafter re-employed by such Employer Company pursuant to it being
determined that his employment was terminated on a basis which was not lawful
in terms of the LRA;


 


shall be deemed not to have terminated his employment
for the purposes of the Plan and his rights shall be deemed to be unaffected;


 


1.2.9                                                                                                                        a Participant who is a director of any Employer Company who retires
and/or resigns on the basis that he is immediately re-elected in accordance
with the articles of association or other constitutional documents of that
Employer Company shall be deemed not to have terminated his employment with
that Employer Company.


 


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.


 


11





















 


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.


 


2                                          PURPOSE


 


The purpose of the Plan shall be to attract, retain,
motivate and reward Eligible Employees who are able to influence the
performance of the Group, on a basis which aligns their interests with those of
the Company’s shareowners.


 


PART 2 - THE
TRUST


 


3                                          CONSTITUTION OF TRUST


 


3.1                                                                                 There is hereby constituted a trust for the benefit of Participants,
to be known as “The Gold Fields Limited 2005 Share Trust”, on the terms and
conditions of this document.


 


3.2                                                                                 The Company shall irrevocably donate R100 to the Trustees on behalf
of the Trust.


 


4                                          TRUSTEES


 


4.1                                                                                 There shall at all times be a minimum of two Trustees in office;
provided that if for any reason whatever one or more Trustees ceases and/or
fails to act as such, the other Trustee/s in office shall, until the Board has
made a further appointment/s in terms of 4.3, be entitled to continue to
administer the Trust and to act to protect and preserve the Trust’s assets.


 


4.2                                                                                 Messrs A J Wright and T M G Sexwale
are appointed to be, and by their signatures hereto accept appointment as, the
initial Trustees of the Trust.


 


12





















 


4.3                                                                                 Subject to 4.5 and the provisions of the Trust Act, if any Trustee
shall cease to hold office for any reason the Board shall appoint a person,
willing to act as such, as Trustee in his place.


 


4.4                                                                                 The Board shall have the right to appoint any person qualified for
appointment as a Trustee as an additional Trustee.


 


4.5                                                                                 No person shall be entitled to participate under the Plan for as
long as he holds office as a Trustee of the Trust.  Furthermore, no executive director of the
Company may at any time hold office as a Trustee of the Trust.


 


4.6                                                                                 A Trustee shall cease to hold office as such if he -


 


4.6.1                                                                                                                        is removed by resolution of the Board; or


 


4.6.2                                                                                                                        resigns upon giving the Company and his co-Trustees not less than
one calendar month’s prior written notice to that effect; or


 


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


 


4.7                                                                                 Subject to 4.13, all decisions of the Trustees shall be taken by a
resolution which is unanimously passed at a meeting of such Trustees.


 


4.8                                                                                 A quorum for any meeting of Trustees shall, subject to the proviso
in 4.1, be two Trustees.


 


4.9                                                                                 Subject to the Trustees giving effect to the terms and conditions of
this Deed, the Trustees shall, in administering the Trust and its affairs,
adopt such procedures and take such administrative steps as they from time to
time deem necessary and advisable.  They
shall meet together for the dispatch of the business of the Trust, adjourn and
otherwise regulate their meetings as they, in their discretion, deem fit.


 


13





















 


Any Trustee shall be entitled to summon a meeting of the Trustees by
giving written notice to that effect to the other Trustee/s.


 


4.10                                                                           At all meetings of Trustees, each Trustee shall have one vote.


 


4.11                                                                           The Trustees shall have the power to delegate -


 


4.11.1                                                                                                                  any of their powers and duties to any one or more of their number;
and


 


4.11.2                                                                                                                  the day to day administration of the Trust to any officer or
employee of any Group Member, which officer or employee shall perform all of
his duties in accordance with the instructions of the Trustees and subject to
the provisions of this Deed.


 


4.12                                                                           The Trustees shall procure that minutes of their meetings are taken
and shall, if appropriate, certify same as correct.


 


4.13                                                                           A resolution which has been signed by all of the Trustees shall be
valid and effective as if it had been adopted at a duly convened meeting of the
Trustees.  Unless the contrary is stated
therein, any resolution shall be deemed to have been passed on the date on
which it was signed by the Trustee who signed it last.  Further, any such resolution may consist of
one or more documents each signed by one or more Trustees.


 


5                                          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 the Plan, including all the powers
set out in Schedule 2 of the Act and such powers as may 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 -


 


 


14





















 


5.1                                                                                 borrow moneys and/or to raise funding strictly for the purpose of
giving effect to the Plan;


 


5.2                                                                                 make Awards and Allocations subject to the provisions of 13.1 or 19.1
(as the case may be);


 


5.3                                                                                 open and operate banking accounts, savings 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 any bank or other deposit-taking
institution at which an account has been opened;


 


5.4                                                                                 invest any surplus moneys of the Trust (if any) in Shares or other
securities of the Company or in such other manner as the Board may from time to
time approve;


 


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


 


5.6                                                                                 exercise such further rights, powers and authorities as may from
time to time be conferred upon them by resolution of the Board;


 


5.7                                                                                 subject to 12 and the Listings Requirements of the JSE (including Schedule 14,
paragraph 14.12), purchase and sell Shares and/or to dispose of the Trust’s
assets and/or to transfer or deliver Shares to Participants;


 


5.8                                                                                 reacquire (if applicable) Allocations, Awards, Performance Allocated
Share Appreciation Rights and Performance Vesting Restricted Shares;


 


5.9                                                                                 subject to the provisions of the Act, enter into any one or more
transactions to hedge against or otherwise protect the assets of the


 


15





















 


Trust and/or the Trust itself from incurring any losses of whatever
nature.


 


6                                          SECURITY


 


No Trustee shall be required to furnish any security of any nature to
the Master of the High Court or to any other official or officer, nor shall any
security be required for the due performance of any duty under the Trust Act or
under any other statutory provision of the RSA or elsewhere.


 


7                                          REMUNERATION OF TRUSTEES


 


7.1                                                                                 The remuneration, if any, payable to the Trustees in their
capacities as such shall be determined from time to time by the Board.  The Trustees shall, in addition, be entitled
to reimbursement from the Trust for all expenses properly incurred by them in
and about the execution of their duties as Trustees.  Such remuneration and reimbursement of
expenditure shall be borne and paid by the Company if the Trust is unable to
pay these amounts from its own resources.


 


7.2                                                                                 No Trustee or firm or company of which such Trustee is a member or
director shall be disqualified from acting as adviser, agent, banker, broker or
attorney to, or contracting with, the Trust, nor from recovering any reasonable
remuneration in respect of any services performed as such on behalf of the
trust by such Trustee or his firm or company.


 


8                                          DUTIES OF TRUSTEES


 


The duties of
the Trustees in relation to the Trust shall be those prescribed by this Deed
and shall include, without limitation, the duty to -


 


8.1                                                                                 subscribe for or purchase Shares in accordance with the provisions
of this Deed and subject to the provisions of the Act and the Listings
Requirements of the JSE;


 


16





















 


8.2                                                                                 make Awards and Allocations subject to the provisions of 13.1 or 19.1
(as the case may be);


 


8.3                                                                                 invest the funds of the Trust in such form as is permitted by this
Deed;


 


8.4                                                                                 administer the Plan in order to achieve and maintain the purpose set
out in 2;


 


8.5                                                                                 without derogating from their obligations in terms of 4.12, 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 made up to
accord with the financial year end of the Company or such other date as may be
determined by the Board; and


 


8.6                                                                                 carry out such other duties as may, consistent with their offices as
Trustees and in terms of the provisions of this Deed, be delegated to them from
time to time by resolution of the Board.


 


9                                          INDEMNITY AND LEGAL PROCEEDINGS


 


9.1                                                                                 None of the Trustees shall be liable for, and the Company
indemnifies each of them against, any loss sustained out of whatever cause
arising if he has performed his duties and exercised his powers in compliance
with section 9(1) of the Trust Act.


 


9.2                                                                                 Legal proceedings instituted by or against the Trust may be
instituted or defended in its name.


 


10                                    ACQUISITION OF SHARES BY THE TRUSTEES


 


10.1                                                                           Subject to the Act, the Listings Requirements of the JSE (including
those contained in Schedule 14, paragraph 14.12) and 12, the Trustees
shall be entitled, for the purposes of the Plan, to subscribe for or purchase
on the JSE (or from such other sources as the Trustees may be able to purchase
Shares), or be given options to purchase or subscribe for, such numbers of
Shares at such prices as


 


17





















 


may be agreed from time to time by the Trustees and the Board,
including any Shares that may be required pursuant to any adjustment in terms
of 25.


 


10.2                                                                           The Company shall at all times reserve and keep available, free from
pre-emptive rights, out of its authorised but unissued share capital, such
number of shares as may be required to enable the Company to procure the
fulfilment by the Trustees of their obligations to transfer or deliver Shares
to Participants.


 


11                                    FUNDING OF THE TRUST


 


11.1                                                                           Other than any Tax/Social Liability as defined in 27.1, the
consideration for Shares (if any) acquired by the Trust in terms of 10 or
otherwise under the Plan, 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 in
order to give effect to the Plan (including in terms of 30.2.2) and any duties
payable upon the Settlement of Shares to Participants including issue duty,
stamp duty, marketable securities tax and uncertificated securities tax (all of
the aforegoing costs, expenses and duties hereinafter referred to as “Participation Costs”) shall be funded, as
the Board may from time to time direct, out of -


 


11.1.1                                                                                                                  the Trust’s own resources, if any, including money raised by any
company or companies incorporated by the Trust for the purpose of raising
funding through the issue of preference shares or other securities, whether
convertible or otherwise, on such terms and conditions as the Trustees may
decide; and/or


 


11.1.2                                                                                                                  loans to be made to the Trust by members of the Group in accordance
with the provisions of section 38(2)(b) of the Act;


 


18





















 


11.1.3                                                                                                                  loans by third parties to the Trust to be procured, subject to 38(2)(b) of
the Act, by the Company on such terms as the Company is able to arrange; and/or


 


11.1.4                                                                                                                  any other resource which is available to the Trust from time to
time.


 


11.2                                                                           The Trust shall recover from each Employer Company, and the Company
shall procure that each Employer Company pays to the Trust, such Participation
Costs as may be attributable to the participation of any of its employees in
the Plan.


 


12                                    MAXIMUM NUMBER OF SHARES WHICH MAY BE
ACQUIRED BY PARTICIPANTS


 


12.1                                                                           Subject to 12.3, 12.4, 12.5 and the prior approval, if required, of
any securities exchange on which Shares are listed, 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 Participants under the Plan
together with Shares which may be acquired by participants under Any Other Plan
is to exceed 5% of the Company’s issued ordinary share capital, being
24 564 711 Shares as at 19 August 2005.


 


12.2                                                                           Subject to 12.3, 12.4, 12.5 and the prior approval, if required, of
any securities exchange on which Shares are listed, the prior authority of the
Shareholders of the Company in general meeting shall be required if the
aggregate number of Shares that may be acquired by any one Participant in terms
of the Plan together with Any Other Plan is to exceed 0,5% of the Company’s
issued ordinary share capital, being 2 456 471 Shares as at 19 August 2005.


 


12.3                                                                           The number of Shares referred to in 12.1 and 12.2 shall be increased
or reduced in direct proportion to any increase or reduction of the Shares in
the Company’s issued share capital on any conversion, redemption,
consolidation, sub-division and/or any rights or capitalisation issue of
Shares; provided that the provisions of this


 


19





















 


Deed shall be deemed not to have been breached if, as a result of a
purchase or repurchase (as the case may be) of Shares by any company in the
Group, the percentages referred to in 12.1 and/or 12.2 are exceeded but the
number of Shares referred to in 12.1 and/or 12.2 is not exceeded.


 


12.4                                                                           In the determination of the number of Shares which may be acquired
by Participants in terms of 12.1 and/or 12.2, Shares shall not be taken into
account which have been acquired by a Participant -


 


12.4.1                                                                                                                  in terms of the Plan; and/or


 


12.4.2                                                                                                                  in terms of Any Other Plan, which in accordance with the provisions
of such plan need not be taken into account in the determination of the number
of Shares which may be acquired by a Participant in terms of such plan.


 


12.5                                                                           Without derogating from the aforegoing provisions of this 12, the
Trust shall not at any time hold in excess of 20% of the Company’s issued share
capital.


 


PART 3 – THE PERFORMANCE VESTING RESTRICTED SHARE METHOD


 


13                                    GRANT OF AWARDS


 


13.1                                                                           The Board may, in its sole and absolute discretion, resolve to
direct the Trustees to make Awards to Eligible Employees.


 


13.2                                                                           The Trustees shall, as soon as reasonably practicable on or after
the Award Date, notify the Eligible Employee of the grant of the Award by them
in an Award Letter.  The Award Letter
shall be in the form prescribed by the Board and shall specify -


 


13.2.1                                                                                                                  the maximum number of Shares conditionally awarded to the Eligible
Employee or the formula by which such number may be found;


 


20





















 


13.2.2                                                                                                                  the Award Date;


 


13.2.3                                                                                                                  the Release Date;


 


13.2.4                                                                                                                  the Performance Criteria imposed by the Board for the purpose of 15
which must be satisfied before the Settlement of any Performance Vesting
Restricted Shares under an Award to the Participant and the manner in which the
number of Performance Vesting Restricted Shares referred to in 13.2.1 shall be
adjusted if the Performance Criteria are not satisfied (whether in whole or in
part); and


 


13.2.5                                                                                                                  the Target Performance Criteria and the Full Performance Criteria.


 


13.3                                                                           Subject to 17.1 and 13.8, an Award is (and Performance Vesting
Restricted Shares are) personal to a Participant and shall not be capable of
being ceded, assigned, transferred or otherwise disposed of or encumbered by a
Participant.


 


13.4                                                                           There shall be no consideration payable for the grant of an Award.


 


13.5                                                                           A Participant shall not be entitled to any dividends (or other
distributions made) and shall have no right to vote in respect of Performance
Vesting Restricted Shares awarded to him in his Award, unless and until the
Performance Vesting Restricted Shares under his Award are Settled to him in
accordance with the provisions of this Plan.


 


13.6                                                                           Acceptance by an Eligible Employee of an Award shall be communicated
to the Trustees, in writing and in such form as the Board may from time to time
prescribe, by not later than thirty days after the date of delivery of the
relevant Award Letter to such Eligible Employee; provided that such acceptance
shall embody therein the provisions of 26 and 27.2.  An Award which is not accepted by an Eligible
Employee as aforesaid shall automatically be deemed to have


 


21





















 


been reacquired, subject to re-instatement or extension by the Board in
its discretion.


 


13.7                                                                           An Award may be reacquired at any time after the date of acceptance
thereof in terms of 13.6 if the Trustees (acting on the direction of the Board)
and Participants so agree in writing.


 


13.8                                                                           A Participant may, with the prior written consent of the Board and
subject to such conditions as the Board may in its discretion determine, cede,
assign or transfer his rights in and to an Award (or Performance Vesting
Restricted Shares) to a Family Entity. 
Without derogating from the generality of the aforegoing, the Board may
impose a condition that the Participant bind himself as surety for, and co-principal
debtor in solidum with, the Family Entity for the fulfilment of its obligations
in terms of this Plan.


 


14                                    SETTLEMENT OF PERFORMANCE VESTING RESTRICTED
SHARES


 


14.1                                                                           The Board shall meet before the Release Date in respect of an Award
in order to assess the extent to which the Performance Criteria imposed on the
grant of the Award have been satisfied.


 


14.2                                                                           On the Release Date in respect of an Award, if and to the extent the
Board has determined that the Performance Criteria imposed on the grant of the
Award have been satisfied, and subject to 14.3, 16 and 27, the number of
Performance Vesting Restricted Shares available to be Settled to a Participant
under the Award determined in accordance with 15 and/or 18 (if applicable)
shall be Settled to the Participant.


 


14.3                                                                           Notwithstanding 14.2, -


 


14.3.1                                                                                                                  the Participant shall pay, in such manner as the Board may from time
to time prescribe, any such additional amount of which the Board may notify the
Participant in respect of any deduction on account of Tax as may be required by
Applicable


 


22










 













 


Laws which may arise on the Settlement of Performance Vesting
Restricted Shares to him;


 


14.3.2                                                                                                                  the Company may, on the Release Date, discharge, in whole or in
part, its obligation to Settle Performance Vesting Restricted Shares by paying,
or procuring the payment by the relevant Employer Company, to the Participant a
cash bonus equal to the Fair Market Value of the Shares to which a Participant
becomes entitled in terms of 14.2, calculated on the Release Date.


 


14.4                                                                           For the sake of clarity and the avoidance of any doubt, it is
recorded that until the Release Date such Participant shall not -


 


14.4.1                                                                                                                  have any ownership interest in; or


 


14.4.2                                                                                                                  receive any dividends and/or exercise any voting rights attached to;
or


 


14.4.3                                                                                                                  have acquired,


 


such Performance Vesting Restricted Shares.


 


15                                    LIMITATIONS ON THE SETTLEMENT OF PERFORMANCE
VESTING RESTRICTED SHARES


 


15.1                                                                           If the Board determines that the Performance Criteria have not been
satisfied or exceeded, the number of Performance Vesting Restricted Shares to
be Settled to a Participant shall be adjusted in the manner set out in the
Award Letter.


 


15.2                                                                           Although the extent to which the Performance Vesting Restricted
Shares under an Award may be Settled to a Participant shall be conditional on,
inter alia, the Board being satisfied that such Performance Criteria as imposed
by the Board on the Award Date in accordance with 13.2 have been fulfilled, the
Board may waive such Performance Criteria if they consider in their absolute
discretion that


 


23





















 


there are exceptional circumstances which would justify such a waiver.


 


15.3                                                                           Notwithstanding any other provision of this Deed, the Board shall,
in its sole and absolute discretion, be entitled to amend the Performance
Criteria contained in an Award Letter to take account of any change in
circumstances which render such Performance Criteria inappropriate or
inapplicable; provided that no such amendment shall disadvantage and/or
prejudice any Participant.


 


15.4                                                                           A Performance Vesting Restricted Share shall be deemed to have been
reacquired, and accordingly not entitle a Participant to Settlement of any
Shares, upon the Participant making an application for the voluntary surrender
of his estate or his estate being otherwise sequestrated or any attachment of
any interest of a Participant under the Plan, unless the Board, in its
discretion, determines otherwise and then subject to such terms and conditions
as the Board may determine.


 


15.5                                                                           If the Company is placed in final liquidation, the Secretary shall
notify the Participant thereof in writing and he shall be entitled to require
that he be Settled all or any of his Performance Vesting Restricted Shares
within twenty-one days of such notification, failing which such Performance
Vesting Restricted Shares shall be deemed to have been reacquired.


 


16                                    TIME FOR THE SETTLEMENT OF PERFORMANCE VESTING
RESTRICTED SHARES


 


Subject to 15, Performance Vesting Restricted Shares
under an Award may only be Settled on their Release Date.  Any Award in respect of which Performance
Vesting Restricted Shares are not so Settled shall be deemed to have been
reacquired.


 


24





















 


17                                    TERMINATION OF EMPLOYMENT


 


17.1                                                                           If a Participant dies the Trustee shall, as soon as is reasonably
practicable after his death, Settle to his heirs, executor, trustee or other
representative the Performance Vesting Restricted Shares available for
Settlement under his Award in terms of 18 (if any).  Any Award in respect of which Performance
Vesting Restricted Shares are not so Settled shall be deemed to have been
reacquired.


 


17.2                                                                           Subject to 1.2.8, if a Participant ceases to be employed by the
Group by reason of -


 


17.2.1                                                                                                                  injury, disability or ill-health, in each case as certified by a
qualified medical practitioner nominated by the relevant Employer Company;


 


17.2.2                                                                                                                  dismissal for operational reasons as contemplated in the LRA;


 


17.2.3                                                                                                                  retirement on or after his Retirement Date;


 


17.2.4                                                                                                                  the company by which he is employed ceasing to be a member of the
Group; or


 


17.2.5                                                                                                                  the undertaking in which he is employed being transferred to a
transferee which is not a member of the Group,


 


the Performance Vesting Restricted Shares available to
be Settled to him under his Award in terms of 18 (if any) shall be so Settled
to him on the Date of Termination of Employment, unless the Board determines
otherwise.  Any Award in respect of which
Performance Vesting Restricted Shares are not so Settled shall be deemed to
have been reacquired.


 


17.3                                                                           Subject to 1.2.8, if a Participant ceases to be employed by the
Group for any reason other than one of the events specified in 17.1 or 17.2,
his Award shall be deemed to have been reacquired unless the Board


 


25





















 


determines otherwise, in which case the Performance Vesting Restricted
Shares available to be Settled to him under his Award in terms of 18 (if any)
shall be so Settled on the Date of Termination of Employment.


 


18                                    EXTENT TO WHICH PERFORMANCE VESTING RESTRICTED
SHARES UNDER AN AWARD ARE AVAILABLE FOR SETTLEMENT ON TERMINATION OF EMPLOYMENT


 


18.1                                                                           Subject to adjustment in terms of 18.2, if pursuant to 17,
Performance Vesting Restricted Shares may be Settled to a Participant under his
Award, the maximum number of Performance Vesting Restricted Shares which may be
Settled to him is to be calculated in accordance with the following formula
(rounded down to the nearest whole Share), unless the Board in its sole
discretion, permit him to acquire a greater number of Shares -


 





 


where -


 


	
  A

  	
  =

  	
  the number of Performance Vesting Restricted Shares originally
  conditionally awarded to him in the Award;

  
	
   

  	
   

  	
   

  
	
  B

  	
  =

  	
  the lesser of (a) number of completed calendar
  months which have elapsed from the Award Date to the Date of Termination of
  Employment; and (b) 36 calendar months; and

  
	
   

  	
   

  	
   

  
	
  C

  	
  =

  	
  36 calendar months.

  



 


18.2                                                                           The maximum number of Performance Vesting Restricted Shares to be
Settled to a Participant in accordance with 18.1 shall be adjusted as if the
Group had met only the Target Performance Criteria.


 


26





















 


PART 4 – THE
PERFORMANCE ALLOCATED SHARE APPRECIATION METHOD


 


19                                    ALLOCATION OF PERFORMANCE ALLOCATED SHARE
APPRECIATION RIGHTS


 


19.1                                                                           The Board may, in its sole and absolute discretion, resolve to
direct the Trustees to allocate Performance Allocated Share Appreciation Rights
to Eligible Employees.


 


19.2                                                                           The Trustees shall, as soon as reasonably practicable on or after
the Allocation Date, notify the Eligible Employee of the Allocation by them in
an Allocation Letter.  The Allocation
Letter shall be in the form prescribed by the Board and shall specify -


 


19.2.1                                                                                                                  the number of Performance Allocated Share Appreciation Rights
allocated to the Participant;


 


19.2.2                                                                                                                  the Allocation Price per Performance Allocated Share Appreciation
Right;


 


19.2.3                                                                                                                  the Allocation Date; and


 


19.2.4                                                                                                                  the Release Date.


 


19.3                                                                           Subject to 22.1 and 19.7, an Allocation is (and Performance
Allocated Share Appreciation Rights are) personal to a Participant and shall
not be capable of being ceded, assigned, transferred or otherwise disposed of
or encumbered by a Participant.


 


19.4                                                                           There shall be no consideration payable for the granting of an
Allocation.


 


19.5                                                                           Acceptance by an Eligible Employee of an Allocation shall be
communicated to the Trustees, in writing in such form as the Board may from
time to time prescribe, by not later than thirty days after the date of
delivery of the relevant Allocation to such Eligible Employee; provided that
such acceptance shall embody therein the provisions of


 


27





















 


26 and 27.2.  An Allocation which
is not accepted by an Eligible Employee as aforesaid shall automatically be
deemed to have been reacquired, subject to re-instatement or extension by the Board
in its discretion.


 


19.6                                                                           An Allocation may be reacquired at any time after the date of
acceptance thereof in terms of 19.5 if the Trustees (acting on the direction of
the Board) and Participants so agree in writing.


 


19.7                                                                           A Participant may, with the prior written consent of the Board and
subject to such conditions as the Board may in its discretion determine, cede,
assign or transfer his rights in and to an Allocation (or Performance Allocated
Share Appreciation Rights) to a Family Entity. 
Without derogating from the generality of the aforegoing, the Board may
impose a condition that the Participant bind himself as surety for, and co-principal
debtor in solidum with, the Family Entity for the fulfilment of its obligations
in terms of this Plan.


 


20                                    VESTING OF PERFORMANCE ALLOCATED SHARE
APPRECIATION RIGHTS


 


20.1                                                                           On the Release Date in respect of an Allocation and subject to 20.2,
21 and 27, the number of Performance Allocated Share Appreciation Rights
available for vesting under the Allocation shall vest in a Participant.


 


20.2                                                                           Notwithstanding 20.1 the Participant shall pay in such manner as the
Board may from time to time prescribe any such additional amount of which the
Board may notify the Participant in respect of any deduction on account of Tax
as may be required by Applicable Laws which may arise on the vesting of
Performance Allocated Share Appreciation Rights in him.


 


21                                    TIME FOR VESTING OF PERFORMANCE ALLOCATED SHARE
APPRECIATION RIGHTS


 


Performance Allocated Share Appreciation Rights under
an Allocation may only vest on their Release Date.  Any Allocation in respect of which


 


28





















 


Performance Allocated Share Appreciation Rights are
not so vested shall be deemed to have been reacquired.


 


22                                    TERMINATION OF EMPLOYMENT


 


22.1                                                                           If a Participant dies the Trustees shall vest in his heirs,
executor, trustee or other representative the Performance Allocated Share
Appreciation Rights available for vesting under his Allocation in terms of 23
(if any).  Any Allocation in respect of
which Performance Allocated Share Appreciation Rights are not so vested shall
be deemed to have been reacquired.


 


22.2                                                                           Subject to 1.2.8, if a Participant ceases to be employed by the
Group by reason of -


 


22.2.1                                                                                                                  injury, disability or ill-health, in each case as certified by a
qualified medical practitioner nominated by the relevant Employer Company;


 


22.2.2                                                                                                                  dismissal for operational reasons as contemplated in the LRA;


 


22.2.3                                                                                                                  retirement on or after his Retirement Date;


 


22.2.4                                                                                                                  the company by which he is employed ceasing to be a member of the
Group; or


 


22.2.5                                                                                                                  the undertaking in which he is employed being transferred to a
transferee which is not a member of the Group,


 


the Performance Allocated Share Appreciation Rights
available for vesting under his Allocation in terms of 23 (if any) shall vest
in the Participant on the Date of Termination of Employment, unless the Board
determines otherwise.  Any Allocation in
respect of which Performance Allocated Share Appreciation Rights are not so vested
shall be deemed to have been reacquired.


 


29





















 


22.3                                                                           Subject to 1.2.8, if a Participant ceases to be employed by the
Group for any reason other than one of the events specified in 22.1 or 22.2,
his Allocation shall, to the extent not yet vested, be deemed to have been
reacquired, unless the Board determines otherwise, in which case the
Performance Vesting Share Appreciation Rights available for vesting under his
Allocation in terms of 23 (if any) shall vest in him on the Date of Termination
of Employment.  Any Allocation in respect
of which Performance Allocated Share Appreciation Rights are not so vested
shall be deemed to have been reacquired.


 


23                                    EXTENT TO WHICH PERFORMANCE ALLOCATED SHARE
APPRECIATION RIGHTS UNDER AN ALLOCATION ARE AVAILABLE FOR VESTING ON
TERMINATION OF EMPLOYMENT


 


If pursuant to 22 Performance Allocated Share
Appreciation Rights vest in a Participant (or any other person or entity) under
his Allocation, the maximum number of Performance Allocated Share Appreciation
Rights which may vest is to be calculated in accordance with the following
formula (rounded down to the nearest whole Performance Allocated Share
Appreciation Right), unless the Board in its sole discretion, permit a greater
number of Performance Allocated Share Appreciation Rights to vest -


 





 


where -


 


	
  A

  	
  =

  	
  the number of Performance Allocated Share Appreciation Rights
  originally allocated to him in the Allocation;

  
	
   

  	
   

  	
   

  
	
  B

  	
  =

  	
  the lesser of (a) number of completed calendar
  months which have elapsed from the Allocation Date to the Date of Termination
  of Employment; and (b) 36 calendar months; and

  
	
   

  	
   

  	
   

  
	
  C

  	
  =

  	
  36 calendar months.

  



 


30





















 


24                                    CONSEQUENCES OF VESTING


 


24.1                                                                           A Participant shall be entitled, on or after the vesting thereof,
and by giving one or more written notices to that effect to the Company (each
an “Exercise Notice”), to exercise
one or more of such Performance Allocated Share Appreciation Rights on the
basis that a Participant shall, in respect of each Performance Allocated Share
Appreciation Right exercised as aforesaid, receive, and be Settled, such number
of Shares as is calculated in accordance with 24.6.


 


24.2                                                                           Subject to 24.3 and 25, on the expiry of the Maximum Period in respect
of any Performance Allocated Share Appreciation Rights, such Performance
Allocated Share Appreciation Rights as have vested in a Participant, but have
not yet been exercised by the Participant, shall be deemed to have been
reacquired.


 


24.3                                                                           A Performance Allocated Share Appreciation Right shall be deemed to
have been reacquired, and accordingly not entitle a Participant to Settlement
of any Shares, upon the Participant making an application for the voluntary
surrender of his estate or his estate being otherwise sequestrated or any
attachment of any interest of a Participant under the Plan, unless the Board,
in its discretion, determines otherwise and then subject to such terms and
conditions as the Board may determine.


 


24.4                                                                           If the Company is placed in final liquidation, the Secretary shall
notify the Participant thereof in writing and he shall be entitled to exercise
all or any of his Performance Allocated Share Appreciation Rights within twenty-one
days of such notification, failing which such Performance Allocated Share
Appreciation Rights shall be deemed to have been reacquired.  Upon exercise as aforesaid a Participant
shall in respect of each Performance Allocated Share Appreciation Right be
entitled to be Settled with the number of Shares calculated in accordance with 24.6.


 


31





















 


24.5                                                                           Every exercise of Performance Allocated Share Appreciation Rights in
accordance with the provisions of 24.1 or 24.4 shall be initiated by way of an
Exercise Notice which shall -


 


24.5.1                                                                                                                  be given by the Participant in the form which the Board may from
time to time prescribe;


 


24.5.2                                                                                                                  be delivered to the Company (for attention of the Secretary);


 


24.5.3                                                                                                                  specify the number of Performance Allocated Share Appreciation
Rights in respect of which the Participant is to be Settled in Shares.


 


24.6                                                                           A Participant shall, in respect of each Performance Allocated Share
Appreciation Right exercised in accordance with the provisions of this 24, be
entitled to be Settled with such number of Shares as is equal to A where A is
calculated in accordance with the following formula -


 





 


where -


 


	
  A

  	
  =

  	
  the number of Shares to which a Participant is entitled in respect of
  each Performance Allocated Share Appreciation Right which has been exercised
  or is deemed to have been exercised in terms of 25.3;

  
	
   

  	
   

  	
   

  
	
  B

  	
  =

  	
  the Fair Market Value of a Share on the date on
  which such Performance Allocated Share Appreciation Right is exercised or is
  deemed to have been exercised in terms of 25.3;

  
	
   

  	
   

  	
   

  
	
  C

  	
  =

  	
  the Allocation Price of such Performance Allocated
  Share Appreciation Right;

  



 


32





















 


24.7                                                                           Notwithstanding 24.6, the Company may, in whole or in part,
discharge its obligation to Settle a Performance Allocated Share Appreciation
Right on the exercise thereof, by paying, or procuring the payment by the
relevant Employer Company, to the Participant a cash bonus equal to the Fair
Market Value of Shares to which a Participant is entitled in terms of 24.6.


 


PART 5 - GENERAL


 


25                                    ADJUSTMENTS


 


25.1                                                                           Notwithstanding anything to the contrary contained herein but
subject to 25.3, if the Company makes a Special Distribution and/or if the
Company restructures its capital in that it -


 


25.1.1                                                                                                                  undertakes a rights offer; or


 


25.1.2                                                                                                                  is placed in liquidation for purposes of reorganisation; or


 


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


 


25.1.4                                                                                                                  undertakes a subdivision or consolidation of its ordinary share
capital; or


 


25.1.5                                                                                                                  undertakes a bonus or capitalisation issue,


 


such adjustments shall be made to the rights of
Participants as may be determined to be fair and reasonable to the Participants
concerned by an independent firm of auditors of international repute or a
merchant bank of international repute appointed by the Board; provided that any
adjustments pursuant to this 25.1 should give a Participant the entitlement to
the same proportion of the equity capital as he was previously entitled.  No adjustments shall be required in terms of
this 25.1 if the provisions of 25.3 to 25.5 are applicable or in the event of
an issue by the Company of any securities or securities convertible into Shares
as consideration for an acquisition.


 


33





















 


25.2                                                                           For the purposes of 25.1, the Company shall be deemed to make a “Special Distribution” if it distributes
Shares or any other asset (including cash) to its shareholders -


 


25.2.1                                                                                                                  in the course of, and as part of any unbundling, reorganisation,
rationalisation, compromise, arrangement or reconstruction (including the
amalgamation of two or more companies or entities);


 


25.2.2                                                                                                                  in the course of, or as part of, a reduction of capital (including a
share repurchase);


 


25.2.3                                                                                                                  as a special dividend or other payment in terms of section 90
of the Act; and/or


 


25.2.4                                                                                                                  in the course or in anticipation of the deregistration or
liquidation of a company for any of the above purposes;


 


provided that, this 25.2 shall not apply to normal
annual interim and final cash or scrip dividends declared by a Company.


 


25.3                                                                           Subject to 25.5, if the Company undergoes a Change of Control after
an Award Date and/or Allocation Date, then -


 


25.3.1                                                                                                                  the Release Date in respect of such Award and/or Allocation shall be
deemed to fall on the Implementation Date of such Change of Control; and


 


25.3.2                                                                                                                  all Performance Allocated Share Appreciation Rights which are or
become vested in a Participant (including those which vest pursuant to the
provisions of this 25.3 itself) shall be deemed to have been exercised on the
Implementation Date,


 


on the basis that the Company shall discharge its
obligation to Settle to a Participant any Shares by either -


 


34





















 


25.3.3                                                                                                                  paying to a Participant an amount equal to the Fair Market Value of
that number of Shares -


 


25.3.3.1                                                                                                                                                         in the case of the Performance Allocated Share Appreciation Method,
available for Settlement to the Participant on the Implementation Date as
calculated in accordance with 24.6; and


 


25.3.3.2                                                                                                                                                         in the case of the Performance Vesting Restricted Share Method,
available for Settlement to the Participant on the Implementation Date as if
the Target Performance Criteria had been met; and


 


in each case further adjusted in terms of 25.4; or


 


25.3.4                                                                                                                  if a Participant so elects in writing and giving effect to such
election is not prohibited by Applicable Laws, Settling to the Participant
concerned, that number of Shares -


 


25.3.4.1                                                                                                                                                         in the case of a Performance Allocated Share Appreciation Right,
available for Settlement to the Participant on the Implementation Date as
calculated in accordance with 24.6; and


 


25.3.4.2                                                                                                                                                         in the case of a Performance Vesting Restricted Share, available for
Settlement to the Participant on the Implementation Date as if the Target
Performance Criteria had been met; and


 


in each case further adjusted in terms of 25.4.


 


25.4                                                                           The maximum number of Performance Vesting Restricted Shares or
Performance Allocated Share Appreciation Rights available for Settlement to a
Participant under 25.3 is to be calculated in accordance with the following
formula (rounded down to the nearest


 


35





















 


whole Share), unless the Board in its sole discretion, permit him to
acquire a greater number of Shares -


 





 


where -


 


	
  A

  	
  =

  	
  the number of Performance Vesting Restricted Shares or Performance
  Allocated Share Appreciation Rights originally Awarded or Allocated to him;

  
	
   

  	
   

  	
   

  
	
  B

  	
  =

  	
  the lesser of (a) number of completed calendar
  months which have elapsed from the Award Date or Allocation Date to the
  Implementation Date; and (b) 36 calendar months; and

  
	
   

  	
   

  	
   

  
	
  C

  	
  =

  	
  36 calendar months.

  



 


25.5                                                                           If the Company undergoes a Change of Control pursuant to a
transaction, the terms of which make provision for Participants’ rights under
this Plan to be accommodated on a basis which is determined by an independent
merchant bank to be fair and reasonable to Participants, the provisions of 25.3
shall not apply; provided that, in such an event, if a Participant’s employment
by any member of the Group is terminated for any reason whatsoever (including
his resignation but excluding the manner contemplated in 1.2.8) within 12
months following the Implementation Date he shall be entitled to be Settled on
mutatis mutandis the basis of 25.3 had 25.3 been applicable.


 


26                                    REACQUISITION


 


If, in terms of any provision of this Plan, any Award,
Allocation, Performance Vesting Restricted Share or Performance Allocated Share
Appreciation Right


 


36





















 


is deemed to have been reacquired, the Company is
hereby irrevocably and in rem suam nominated, constituted and appointed as the
sole attorney and agent of the Participant concerned in that Participant’s
name, place and stead to sign and execute all such documents and do all such
things as are necessary for that purpose.


 


27                                    TAX LIABILITY


 


27.1                                                                           Notwithstanding any other provision in this Deed (including 14.3 and
20.2), if the Company, an Employer Company or the Trustees are obliged (or
would suffer a disadvantage of any nature if they were not) to account for,
withhold or deduct any (a) Tax in any jurisdiction which is payable in
respect of, or in connection with, the making of any Award or Allocation, the
Settlement to a Participant of Shares, the payment of a cash amount and/or
otherwise in connection with the Plan and/or (b) any amount in respect of
any social security or similar contributions which would be recoverable from a
Participant in respect of the making of any Award or Allocation, Settlement to
a Participant of Shares, the payment of a cash amount and/or otherwise in
connection with the Plan (the obligations referred to in (a) and (b) hereinafter
referred to as a “Tax/Social Liability”),
then the Company, the Employer Company or Trustees (as the case may be) shall
be entitled to account for, withhold or deduct such Tax/Social Liability or the
Company, the Employer Company and/or the Trustees shall be relieved from the
obligation to Settle any Shares to a Participant or to pay any amount to a
Participant in terms of the Plan until that Participant has either -


 


27.1.1                                                                                                                  made payment to the relevant Employer Company or the Trustees of an
amount equal to the Tax/Social Liability; or


 


27.1.2                                                                                                                  entered into an arrangement which is acceptable to the relevant
Employer Company or the Trustees to secure that such payment is made (whether
by authorising the sale of some or all of the Shares to be Settled to him and
the payment


 


37





















 


to the relevant person of the relevant amounts out of the proceeds of
the sale or otherwise).


 


27.2                                                                           The Company is hereby irrevocably and in rem suam nominated,
constituted and appointed as the sole attorney and agent of a Participant, in
that Participant’s name, place and stead to sign and execute all such documents
and do all such things as are necessary to give effect to the provisions of 27.1.2.


 


28                                    LISTING AND LEGAL REQUIREMENTS


 


Notwithstanding any other provision of this
Plan, -


 


28.1                                                                           no Shares shall be Settled on any Participant or acquired pursuant
to this Plan if the Trustees determine, in their sole discretion, that such
Settlement will or may violate any Applicable Laws or the listings requirements
of any securities exchange on which the Shares of the Company are listed; and


 


28.2                                                                           the Company shall apply for the listing of all Shares which are
Settled to Participants on the JSE.  It
is recorded that the Company shall not be obliged to apply for, or procure, the
listing of Shares which have been Settled to Participants on any securities
exchange other than the JSE.


 


29                                    AMENDMENT OF THE PLAN


 


29.1                                                                           It shall be competent for the Board and the Trustees to amend any of
the provisions of the Plan subject to the prior approval (if required) of every
stock exchange on which the Shares are for the time being listed; provided that
no such amendment affecting the vested rights of any Participant shall be
effected without the prior written consent of the Participant concerned, and
provided further that no such amendment affecting any of the following matters
shall be competent unless it is sanctioned by the Company in general
meeting -


 


38





















 


29.1.1                                                                                                                  the definition of Eligible Employees;


 


29.1.2                                                                                                                  the definition of Allocation Price;


 


29.1.3                                                                                                                  the definition of Fair Market Value;


 


29.1.4                                                                                                                  the calculation of the total number of Shares which may be acquired
for the purpose of or pursuant to the Plan;


 


29.1.5                                                                                                                  the calculation of the maximum number of Shares which may be
acquired by any Participant in terms of the Plan;


 


29.1.6                                                                                                                  the provisions of this 29.


 


29.2                                                                           Without derogating from the provisions of 29.1, if it should become
necessary or desirable by reason of the provisions of Applicable Laws at any
time after the signing of this Deed, to amend the provisions of this Deed so as
to preserve the substance of the provisions contained in this Deed but to amend
the form so as to achieve the objectives embodied in this Deed in the best
manner, having regard to such Applicable Laws and without prejudice to the
Participants concerned, then the Board and the Trustees may (with the prior
approval (if required) of every stock exchange on which the Shares are at the
time listed) amend this Deed accordingly.


 


30                                    ADMINISTRATION


 


30.1                                                                           Subject to the provisions of the Plan and to the approval of the
Board, the Board shall be entitled to make and establish such rules and
regulations, and to amend the same from time to time, as they may deem
necessary or expedient for the proper implementation and administration of the
Plan.


 


30.2                                                                           Notwithstanding the provisions of 11, the Company shall and shall
procure, if applicable, that the relevant Employer Company shall -


 


39





















 


30.2.1                                                                                                                  bear all costs of and incidental to the implementation and
administration of the Plan and shall, as and when necessary, provide all
requisite funds and facilities for that purpose;


 


30.2.2                                                                                                                  provide all secretarial, accounting, administrative, legal and
financial advice and services, office accommodation, stationery and so forth
for the purposes of the Plan;


 


30.2.3                                                                                                                  be entitled to recover from the Trust all the abovementioned costs
if the Trust is able to pay these costs from its own resources.


 


31                                    ANNUAL ACCOUNTS


 


The Board shall ensure that
a summary appears in the annual financial statements of the Company of the number of Shares conditionally Awarded to Participants in terms
of Awards, the number of Shares that may be utilised for the purposes of this
Plan, 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 Employees
and the number of Shares then under the control of the Board for Settlement to
Participants in terms of this Plan.


 


32                                    STRATE


 


Notwithstanding any provision in this Deed, the
Trustees and/or the Company shall not be obliged to deliver the Participant
share certificates in respect of the Shares settled to him in terms of this
Deed but shall instead be obliged to procure such electronic transactions
and/or entries and to deliver to the Participant such documents (if any) as may
be required to reflect his rights in and to such Shares pursuant to the
provisions of the Act, the Security Services Act 36 of 2004, the Rules of
the Central Securities Depository (being Share Transactions Totally Electronic
Limited) and the requirements of the JSE.


 


40





















 


33                                    DISPUTES


 


33.1                                                                           Save as otherwise expressly provided in this Deed (including 33.13),
should any dispute of whatever nature arise in regard to the interpretation or
effect, 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 33.


 


33.2                                                                           The Expert shall -


 


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


 


33.2.2                                                                                                                  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;


 


33.2.3                                                                                                                  if the matter in issue is any other matter, be an independent
accountant or be a senior counsel as envisaged in 33.2.1 or 33.2.2 or be any
other independent person,


 


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


 


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


 


33.4                                                                           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


 


41





















 


any other legal formalities or procedures, but the Expert shall be
bound to follow principles of law in deciding matters submitted to him.


 


33.5                                                                           The Expert shall have the power, inter alia, to -


 


33.5.1                                                                                                                  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, the right to take copies and/or make extracts therefrom
and the right to have them produced and/or delivered at any place reasonably
required by him for the aforesaid purposes;


 


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


 


33.5.3                                                                                                                  summon witnesses;


 


33.5.4                                                                                                                  record evidence;


 


33.5.5                                                                                                                  make an interim award;


 


33.5.6                                                                                                                  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;


 


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


 


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


 


42





















 


33.6                                                                           Any hearing by the Expert shall be held in Johannesburg 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.


 


33.7                                                                           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.


 


33.8                                                                           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.


 


33.9                                                                           This clause constitutes an irrevocable consent by the Company, the
Trustees and all Participants and Eligible Employees to any proceedings in
terms thereof and no such party shall be entitled to withdraw therefrom or to
claim at any such proceedings that it is not bound by this clause.


 


33.10                                                                     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 in the RSA (and not in any
other jurisdiction) pending the decision of the Expert.


 


33.11                                                                     Subject to 33.5.8, the provisions of the Arbitration Act as amended
shall not apply in respect of this clause or any other provision of this Deed.


 


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


 


43





















 


33.13                                                                     Notwithstanding anything to the contrary contained herein, any
dispute as to whether or not a Participant has met the Performance Criteria
specified in an Award Letter have been met shall be determined by the Board in
their sole and absolute discretion shall not be referred to an expert in terms of
this 33 and the decision of the Board shall be final and binding


 


34                                    PROFITS AND LOSSES AND TERMINATION OF THE PLAN


 


34.1                                                                           The Company shall, to the extent not recovered by the Trust in terms
of 11.2, bear any losses sustained by the Trust which are not recovered from
Employer Companies in terms of 11. 
Furthermore, the Company shall be entitled to receive and be paid any
profits made, by the Trust in respect of the purchase, acquisition, sale or
disposal of Shares.


 


34.2                                                                           The Plan shall terminate if the Board so resolves.  Upon such termination, the assets (if any) of
the Trust shall be realised and any surplus remaining after the discharge of
the Trust’s liabilities shall be paid over to the Company.  Any deficit arising from the winding up of
the Trust shall be borne by the Company, to the extent not recovered by the
Trust from Employer Companies.


 


35                                    DOMICILIUM AND NOTICES


 


35.1                                                                           The parties choose domicilium citandi et executandi for all purposes
arising from the Plan, including the giving of any notice, the payment of any
sum, the serving of any process, as follows -


 


	
  35.1.1

  	
  the Company and the Trustees

  	
  :

  	
  The address and telefax number of the Registered Office of the
  Company from time to time;

  
	
   

  	
   

  	
   

  	
   

  
	
  35.1.2

  	
  each Participant

  	
  :

  	
  The physical address, telefax number and electronic address from time
  to time reflected as being his address, telefax number and/or electronic 

  



 


44





















 


	
   

  	
   

  	
   

  	
  address in the Group’s payroll system from time to time.

  



 


35.2                                                                           Each of the parties shall be entitled from time to time, by written
notice to the other, to vary its domicilium to any other physical address
and/or its facsimile number and/or (in the case of a Participant) his
electronic address; provided in the case of a Participant such variation is
also made to his details on the Group’s payroll system.


 


35.3                                                                           Any notice given and any payment made by any party to the other
which -


 


35.3.1                                                                                                                  is delivered by hand during the normal business hours of the
addressee at the addressee’s domicilium for the time being shall be rebuttably
presumed to have been received by the addressee at the time of delivery;


 


35.3.2                                                                                                                  is posted by prepaid registered post from an address within the
Republic of South Africa to the addressee at the addressee’s domicilium for the
time being shall be rebuttably presumed to have been received by the addressee
on the seventh day after the date of posting.


 


35.4                                                                           Any notice given by any party to any other party which is
transmitted by electronic mail and/or facsimile to the addressee at the
addressee’s electronic address and/or facsimile address (as the case may be)
for the time being shall be presumed, until the contrary is proved by the
addressee, to have been received by the addressee on the date of successful
transmission thereof.


 


35.5                                                                           For the sake of clarity and the avoidance of any doubt it is
recorded that a Participant shall not be entitled to give any notice or serve
any process on the Company and/or the Trustees by electronic mail.


 


45





















 


36                                    COMPLIANCE


 


36.1                                                                           The Company shall comply with (and procure compliance by all members
of the Group with) all Applicable Laws. 
The Plan shall at all times be operated and administered subject to all
Applicable Laws.


 


36.2                                                                           Without derogating from the generality of the aforegoing, the
Company shall -


 


36.2.1                                                                                                                  appoint the Secretary as Compliance Officer of the Plan in terms of section 144A
of the Act and comply with the provisions of section 144A of the Act;


 


36.2.2                                                                                                                  comply with section 93 of the Act;


 


36.2.3                                                                                                                  ensure compliance with Schedule 14, paragraph 14.13 of the
Listings Requirements of the JSE.


 


36.3                                                                           The Company, by its signature hereto, undertakes to procure
compliance by every Employer Company with this Deed.


 


37                                    GENERAL PROVISIONS


 


37.1                                                                           The rights and obligations of any Participant under the terms of his
office or employment with any Employer Company shall not be affected by his
participation in the Plan or any right which he may have to participate in it.  The Plan shall not entitle a Participant to
any right to continued employment or any additional right to compensation in
consequence of the termination of his employment.


 


37.2                                                                           The Plan shall be governed and construed in accordance with the laws
of the RSA.


 


37.3                                                                           Subject to the provisions of 33, the Company and all Eligible
Employees hereby consent and submit to the jurisdiction of the


 


46





















 


Witwatersrand
Local Division of the High Court in respect of any dispute or claim arising out
of or in connection with this Plan.


 


 


	
  Signed
  at Johannesburg 

  	
  on
  

  	
  18 November 2005

  
	
   

  	
   

  	
   

  
	
   

  	
  for
  Gold Fields Limited

  	
   

  



 


 


	
   

  	
    /s/ Ian D. Cockerill

  
	
   

  	
    who warrants that he is duly
  authorised hereto

  



 


 


We, the
undersigned, A J Wright and T M G Sexwale, do hereby
accept our appointment as Trustees of the Gold Fields Limited Share Incentive
Trust.


 


 


	
  Signed
  at Sandton

  	
  on
  

  	
  18 November 2005

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


 


	
   

  	
    /s/ Alan J. Wright

  
	
   

  	
    A J Wright

  



 


 


	
  Signed
  at Sandton

  	
  on
  

  	
  23 November 2005

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


 


	
   

  	
    /s/ Tokyo M. G. Sexwale

  
	
   

  	
    T M G Sexwale

  



 


 


This Deed was
duly adopted at a meeting of Gold Fields Limited held at Johannesburg on 17 November 2005.


 


 


	
   

  	
    /s/ Christopher M. T. Thompson

  
	
   

  	
    Chairman of the Meeting

  



 


47