EX-4.1





 Exhibit 4.1 

GOLD FIELDS LIMITED 

(Registration No 1968/004880/06) 

2012 SHARE PLAN 
 (AS
AMENDED ON 22 MAY 2018) 












 TABLE OF CONTENTS 

 

							
	 1.
	 	INTRODUCTION	  	 	1	 
			
	 2.
	 	INTERPRETATION	  	 	2	 
			
	 3.
	 	THE PLAN	  	 	16	 
			
	 4.
	 	OPERATION OF THE PLAN	  	 	16	 
			
	 5.
	 	PLAN LIMITS	  	 	21	 
			
	 6.
	 	MAKING OF AWARDS	  	 	21	 
			
	 7.
	 	SETTLEMENT OF AWARDS	  	 	25	 
			
	 8.
	 	OWNERSHIP IN RESPECT OF BONUS SHARES AND RESTRICTED SHARES AND PARTICIPANT’S RIGHTS	  	 	27	 
			
	 9.
	 	VESTING	  	 	28	 
			
	 10.
	 	TERMINATION OF EMPLOYMENT AND DEATH 14.1(h)	  	 	30	 
			
	 11.
	 	CHANGE OF CONTROL 14.3(a), (b), (c), 14.1(g)	  	 	33	 
			
	 12.
	 	VARIATION IN SHARE CAPITAL 14.1(g), 14.3(a), (b)	  	 	36	 
			
	 13.
	 	FORFEITURE AND LAPSE OF AWARDS	  	 	39	 
			
	 14.
	 	FURTHER CONDITIONS	  	 	40	 
			
	 15.
	 	DISCLOSURE IN ANNUAL FINANCIAL STATEMENTS 14.8	  	 	42	 
			
	 16.
	 	AMENDMENTS AND TERMINATION 14.2	  	 	42	 
			
	 17.
	 	DOMICILIUM AND NOTICES	  	 	44	 
			
	 18.
	 	DISPUTES	  	 	46	 
			
	 19.
	 	SEVERABILITY	  	 	47	 
			
	 20.
	 	GOVERNING LAW	  	 	48	 














	1.	 INTRODUCTION 



 

	1.1	 The purpose of the Gold Fields Limited 2012 Share Plan (the Plan) is to provide selected Employees of the
Employer Companies with the opportunity of receiving Shares in the Company. In addition, Executives will be subject to the Minimum Shareholding Requirement and the Plan will be used to facilitate fulfilment of this requirement. The provision of
Shares will therefore be used as an incentive to Participants to deliver the Group’s business strategy over the long-term as well as a mechanism to address retention and ownership of Shares. 14.1(a). 



 

	1.2	 The Plan could be used as follows: 



 

	 	1.2.1	 annual Awards of Performance Shares which shall Vest subject to Performance Conditions and the Vesting
Condition; and/or 


  

	 	1.2.2	 Ad-hoc Awards of Retention Shares to address specific retention issues
which shall Vest subject to the Vesting Condition: and /or 


  

	 	1.2.3	 Election by Executives to receive a portion of the Annual Cash Bonus or cash LTIP in Awards of Restricted
Shares and/or Conversion of Retention Shares or Performance Shares to Restricted Shares which will be subject to a Holding Period; and/or 


  

	 	1.2.4	 Awards of Matching Shares which shall Vest subject to the achievement of, inter alia, the MSR and the
Vesting Condition as set out in the MSR Policy. 



  
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	2.	 INTERPRETATION 



 

	2.1	 In these Rules, unless inconsistent with the context, the following words and expressions shall have the
following meanings: 


  

					
	2.1.1	  	“Act”	  	the Companies Act 71 of 2008 as amended and any re-enactment or replacement thereof;
			
	2.1.2	  	“Allocated”	  	for purposes of setting the Plan limits referred to in Rule 5, shall mean one Share allocated per Award made taking into consideration any maximum Vesting limit as stated in the Award Letter;
			
	2.1.3	  	“Annual Bonus”	  	the annual performance bonus earned in any particular Financial Year under the Company’s annual cash short-term incentive scheme;
			
	2.1.4	  	“Auditors”	  	the auditors of the Company from time to time;
			
	2.1.5	  	“Award”	  	an award of a specified number of Retention Shares, Performance Shares, Restricted Shares and/or Matching Shares, as the case may be;


  
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	2.1.6	  	“Award Date”	  	the date, specified in the Award Letter, on which an Award is made to an Employee (being a date not earlier than the date on which the Committee resolved to make such an Award to the Employee) and the Employee will be deemed to have
automatically accepted the Award on this date, unless otherwise specified in the Rules;
			
	2.1.7	  	“Award Letter”	  	a letter containing the information specified in Rule 6.3 sent by the Company, or its nominee, and on the recommendation of the Employer Company, to an Employee informing the Employee of the making of an Award to him;
			
	2.1.8	  	“Business Day”	  	any day on which the JSE is open for the transaction of business;
			
	2.1.9	  	“Capitalisation Issue”	  	a capitalisation issue as contemplated in section 47 of the Act;
			
	2.1.10	  	“Change of Control”	  	all circumstances where a party (or parties acting in concert), directly or indirectly, obtains –


  
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		  		  	 (a)    beneficial ownership of 50% (fifty percent) or more of the
Company’s issued Shares; or

			
		  		  	 (b)    control of 50% (fifty percent) or more of the voting rights at
meetings of the Company; or

			
		  		  	 (c)    the right to control the management of the Company or the
composition of the board of Directors of the Company; or

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

			
		  		  	 (e)    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.

			
	2.1.11	  	“Change of Control Date”	  	the date on which the Change of Control of the Company becomes effective;


  
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	2.1.12	  	“Committee”	  	the Remuneration Committee of the board of Directors, the members of which do not hold any executive office within the Group, or any sub-committee of that committee charged with the
administration of all or part of the Plan and, in the absence of such a committee, the board of Directors;
			
	2.1.13	  	“Company”	  	Gold Fields Limited (Registration Number 1968/004880/06);
			
	2.1.14	  	“Conversion”	  	subsequent to the Election, the Settlement of the Retention Shares and Performance Shares to an Executive as Restricted Shares, following which the Retention Shares and Performance Shares shall constitute Restricted Shares, and
“Convert” and “Conversion” shall bear a similar meaning;
			
	2.1.15	  	“Country Schedule”	  	a schedule to these Rules to be adopted as directed by the Committee, governing participation in the Plan by Participants employed by the Group in jurisdictions other than South Africa. Such Country Schedule shall form part of the
Rules and in the event of a conflict between the respective provisions of the Country Schedule and the Rules, the relevant provision/s of the Rules shall prevail;


  
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	2.1.16	  	“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, 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;
			
	2.1.17	  	“Directors”	  	the directors of the Company from time to time;
			
	2.1.18	  	“Election”	  	the election by the Executive in terms of the MSR Policy:
			
		  		  	 (a)    prior to the Vesting Date of Performance Shares (or conditional
shares as previously awarded under the Plan prior to the amendments made in 2016) or Retention Shares, to Convert some or all of those Shares; and / or



  
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		  		  	 (b)    prior to the Annual Bonus being determined and thus accruing to the
Executive, or the applicable vesting date of the LTIP award in the Executive, to receive the full or designated percentage of the Annual Bonus or LTIP award in the form of Restricted Shares;

			
	2.1.19	  	“Employee”	  	any person holding salaried employment or office with any Employer Company, including any executive director, but excluding any non-executive director of the Group; 14.1 (a) 14.4,
14.5
			
	2.1.20	  	“Employer Company”	  	a company in the Group which employs a Participant;
			
	2.1.21	  	“Escrow Agent”	  	the person or entity appointed by the Company from time to time to hold Restricted Shares for the absolute benefit of Participants, subject to the terms and conditions of these Rules;
			
	2.1.22	  	“Escrow Holding”	  	the holding of Restricted Shares by the Escrow Agent;


  
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	2.1.23	  	“Executive”	  	a Participant who serves on the group executive committee of the Company, or as otherwise designated by the Committee as such for purposes of this Plan, and who will be subject to the MSR;
			
	2.1.24	  	“Financial Year”	  	the financial year of the Company, running from 1 January to 31 December of each year as at the date of adoption of this Plan;
			
	2.1.25	  	“Group”	  	the Company and its Subsidiary companies from time to time and the expression “member of the Group” shall be construed accordingly;
			
	2.1.26	  	“Holding Period”	  	the period during which an Executive is required to be the beneficial holder of the Restricted Shares in terms of the MSR Policy, as set out in the Award Letter;
			
	2.1.27	  	“JSE”	  	the exchange operated by the JSE Limited (registration number 2005/022939/06), a public company duly registered and incorporated in accordance with the company laws of South Africa, licensed as an exchange under the Financial
Markets Act, No. 19 of 2012, as amended;


  
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	2.1.28	  	“JSE Listings Requirements”	  	the Listings Requirements as amended from time to time by the JSE, whether by way of practice note or otherwise;
			
	2.1.29	  	“Liquidation Date”	  	the date on which any successful application for the final or provisional liquidation of the Company is lodged at the relevant court;
			
	2.1.30	  	“LTIP”	  	the Gold Fields Limited 2014 Long-Term Cash Incentive Plan operated by the Company;
			
	2.1.31	  	“Market Value”	  	the three day volume weighted average price of a Share on the JSE, on the last trading day preceding the date on which a determination of the Market Value of the Shares is to be made for the purposes of these Rules;
			
	2.1.32	  	“Matching Shares”	  	conditional rights to Shares, the Vesting of which is subject to the fulfilment of the Vesting Condition and the MSR as set out in the MSR Policy and the Award Letter, Awarded to a Participant under Rule 4.1.3;
			
	2.1.33	  	“MSR”	  	Minimum Shareholding Requirement as defined in the MSR Policy;


  
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	2.1.34	  	“MSR Policy”	  	the Minimum Shareholding Requirement Policy, as adopted by the Committee, detailing the application of the MSR provisions in respect of an Award;
			
	2.1.35	  	“Participant”	  	an Employee who has accepted or is deemed to have accepted an Award made to him in terms of the Plan and includes the executor of such Employee’s deceased estate where appropriate;
			
	2.1.36	  	“Performance Condition”	  	the Performance Condition(s) imposed as a condition(s) of Vesting of an Award of Performance Shares under Rule 6.2, as set out in the Award Letter;
			
	2.1.37	  	“Performance Period”	  	the period in respect of which a Performance Condition is to be satisfied, as set out in the Award Letter;
			
	2.1.38	  	“Performance Shares”	  	conditional rights to Shares, the Vesting of which is subject to the fulfilment of the Vesting Condition and Performance Condition as specified in the Award Letter;
			
	2.1.39	  	“Plan”	  	the Gold Fields Limited 2012 Share Plan constituted by these Rules, as amended from time to time;


  
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	2.1.40	  	“Prohibited Period”	  	 (a)    a closed period, as defined in the JSE Listings Requirements
applicable to the Company from time to time; or

			
		  		  	 (b)    any other period when there exists any matter, which constitutes
unpublished price sensitive information in relation to the Company’s securities;

			
	2.1.41	  	“Purchase Programme”	  	a purchase programme as contemplated in the JSE Listings Requirements from time to time;
			
	2.1.42	  	“Recharge Policy”	  	a written policy in force from time to time between the Company and Employer Company, regulating the funding of the Settlement;
			
	2.1.43	  	“Restricted Shares”	  	Shares received as a result of the Election and which are subject to the Holding Period, but not subject to the Vesting Condition;
			
	2.1.44	  	“Retention Shares”	  	conditional rights to Shares, the Vesting of which is subject to the fulfilment of the Vesting Condition as specified in the Award Letter;


  
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	2.1.45	  	“Retirement”	  	in relation to a Participant, retirement in terms of the rules of the Participant’s Employer Company’s pension or provident fund or, in relation to a Participant who is not a member of such fund, or where the Employer
Company does not have such fund, as determined by a service contract between the Participant and his Employer Company, or early retirement with the consent of the Participant’s Employer Company;
			
	2.1.46	  	“Rights Issue”	  	the offer of any securities of the Company, or those of another company, to all ordinary shareholders of the Company pro rata to their holdings;
			
	2.1.47	  	“Rights Issue Share”	  	a Share or other security which a Participant can acquire in terms of a Rights Issue by virtue of Restricted Shares Awarded to him;
			
	2.1.48	  	“Rules”	  	these Rules of the Plan, as amended from time to time;
			
	2.1.49	  	“Settlement”	  	the delivery by the Company to a Participant of the required number of Shares to which a Participant is entitled in terms of these Rules, in accordance with one or more of the Settlement methods stipulated in Rule 7 and the words
“Settle” and “Settled” shall bear a corresponding meaning;


  
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	2.1.50	  	“Settlement Date”	  	the date on which Settlement shall occur, as determined in Rule 7.2;
			
	2.1.51	  	“Share”	  	an ordinary share in the capital of the Company and includes any security/ies which are attributable to such ordinary share following a Change of Control;
			
	2.1.52	  	“Subsidiary”	  	a company which is a subsidiary of the Company, within the meaning of the Act and a foreign juristic person which would have been a subsidiary company of the Company had it been incorporated in terms of the Act;
			
	2.1.53	  	“Vesting Condition”	  	the condition of continued employment with the Group for the duration of the Vesting Period, up to and including the Vesting Date, as specified in Rule 6.3, unless otherwise stated in Rule 10, and applicable to Awards of Retention
Shares, Performance Shares and Matching Shares;
			
	2.1.54	  	“Vest”	  	(a) in respect of an Award of Retention Shares, a Participant becoming unconditionally entitled to Shares, on the fulfilment of the Vesting Condition as set out in the Award Letter;


  
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		  		  	(a) in respect of an Award of Performance Shares, a Participant becoming entitled to a Share after confirmation by the Auditors that the Performance Condition and Vesting Condition have been fulfilled, as set out in the Award
Letter;
			
		  		  	(b) in respect of an Award of Matching Shares, a Participant becoming entitled to a Share after confirmation by the Directors that the MSR and Vesting Condition have been fulfilled,
			
		  		  	and “Vesting” and “Vested” shall be construed accordingly;
			
	2.1.55	  	“Vesting Date”	  	the date on which Vesting occurs; and
			
	2.1.56	  	“Vesting Period”	  	the period specified in the Award Letter during which the Participant should fulfil the Vesting Condition.

  

	2.2	 The headings in these Rules are inserted for reference purposes only and shall in no way govern or affect the
interpretation hereof. 



  
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	2.3	 If any provision in a definition is a substantive provision conferring rights or imposing obligations on any
party, effect shall be given to it as if it were a substantive provision in the body of these Rules. 


  

	2.4	 Unless the context indicates otherwise, an expression that denotes any gender includes the others; a natural
person includes a created entity (corporate or unincorporated) and the singular includes the plural, and vice versa in each case. 


  

	2.5	 References in these Rules to any statutory provisions include a reference to those provisions as amended or
replaced from time to time and include any subordinate legislation made under them from time to time. Any reference to a particular section in a statutory provision is to that section as at the date of adoption of this Plan, and as amended or re-enacted from time to time and/or an equivalent measure in a statutory provision, provided that if as a result of such amendment or re-enactment, the specific requirements
of a section referred to in this Plan are changed, the relevant provision of this Plan shall be read also as if it had been amended as necessary, without the necessity for an actual amendment; 



 

	2.6	 Unless the context indicates otherwise, when any number of days is prescribed in this Plan, same shall be
reckoned exclusively of the first and inclusively of the last day unless the last day falls on a day which is not a business day, in which case the last day shall be the next succeeding day which is a business day. 



 

	2.7	 Unless a contrary intention clearly appears - 



 

	2.7.1	 if figures are referred to in numerals and in words and if there is any conflict between the two, the words
shall prevail; 



  
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	2.7.2	 the words “include”, “including” and “in particular” shall be construed as being
by way of example or emphasis only and shall not be construed as, nor shall they take effect as, limiting the generality of any preceding word/s; 


  

	2.8	 Any reference in this Plan to another agreement or document shall be construed as a reference to such other
agreement or document as same may have been, or may from time to time be, amended, varied, novated or supplemented; 


  

	2.9	 The words “other” and “otherwise” shall not be construed eiusdem generis with any preceding
words if a wider construction is possible. 


  

	3.	 THE PLAN 



The Plan shall be applicable to Awards made on or after the approval of the Plan by shareholders of the Company. These Rules shall govern the Plan. 

 

	4.	 OPERATION OF THE PLAN 



 

	4.1	 Basis upon which Awards are made 14.1.(f) 



 

	4.1.1	 The basis upon which the Awards of Retention Shares and Performance Shares are made includes the following:



  

	 	(i)	 Retention Shares are intended to be Awarded on an ad-hoc basis
to address specific retention needs; 


  

	 	(ii)	 Performance Shares are intended to be made on an annual basis; 



 

	 	(iii)	 the number of Retention Shares and Performance Shares subject to an Award made to an Employee will primarily be
based on the Employee’s annual salary, grade, performance, retention and attraction requirements and market benchmarks; 14.1(f) 



  
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	 	(iv)	 a Participant will receive conditional rights to Shares and will not be entitled to any shareholder rights
(including voting rights or dividend rights) prior to the Settlement of Retention Shares and Performance Shares subsequent to the Vesting thereof; 14.1(e) 


  

	 	(v)	 Vesting of the Awards in all instances (other than Restricted Shares) is subject to the Vesting Condition,
unless otherwise stated in Rule 10; and 


  

	 	(vi)	 Vesting of the Performance Share Awards will be subject to the satisfaction of the Performance Condition
measured over the Performance Period. 


  

	4.1.2	 The basis on which the Awards of Restricted Shares are made includes the following: 



 

	 	(i)	 Executives will be given the opportunity to Elect (outside a Prohibited Period or any other period where a
stature, order, regulation or directive, or any code adopted by the Company based on the provisions contained in the King Report on Corporate Governance relating in dealings with securities by directors or the Listings Requirements, as the case may
be, would prohibit the making of an Election), prior to – 



  
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	 	(a)	 the Annual Bonus being communicated or the vesting of their LTIP awards, to receive all or a percentage of the
Annual Bonus or LTIP awards in Restricted Shares; 


  

	 	(b)	 the relevant upcoming Vesting Date, to Convert all or a portion of their Performance Shares to Restricted
Shares towards the fulfillment of the MSR (provided that the number Restricted Shares will be equal to the number of Retention Shares or Performance Shares that will Convert, subject to Rules 9.2.2 and 9.2.3; 



 

	 	(ii)	 Settlement pursuant to the Election in Rule 4.1.2(i)(a) will be made in Restricted Shares, which will be
subject to the Holding Period; 


  

	 	(iii)	 subsequent to the Election in Rule 4.1.2(i)(b), the Restricted Shares will be subject to the Holding Period
from the date of the Conversion taking effect. 


  

	4.1.3	 The basis on which the Awards of Matching Shares are made includes the following: 



 

	 	(i)	 a Participant will receive conditional rights to Shares and will not be entitled to any shareholders rights
(including voting rights and dividend rights) prior to the Settlement of Matching Shares subsequent to the Vesting Date, which will be upon fulfilment of the MSR and the Vesting Condition; 



 

	 	(ii)	 the number of Matching Shares subject to an Award made to an Executive will be determined with reference to the
MSR Policy. 



  
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	4.2	 The Committee may from time to time, in its discretion: 



 

	4.2.1	 call upon the Employer Companies to make recommendations to the Committee as to which of their respective
Employees they recommend to incentivise or retain the services of by the Awards of Retention Shares and Performance Shares; and 


  

	4.2.2	 approve the grant of Awards to the Employees. 



 

	4.3	 The Committee will have the final authority (subject to the MSR Policy, where applicable) to decide:



  

	4.3.1	 which Employees will participate in the Plan in respect of each Award; 



 

	4.3.2	 the aggregate quantum of Awards to be made to all Employees; 



 

	4.3.3	 except for the Award of Restricted Shares, the Vesting Period and Vesting Date in respect of each Award;



  

	4.3.4	 in respect of an Award of Restricted Shares, the Holding Period; 



 

	4.3.5	 in respect of an Award of Performance Shares, the terms of the Performance Condition and the Performance
Period; and 


  

	4.3.6	 all other issues relating to the governance of the Plan. 



 

	4.4	 If, and when, the Committee approves the granting of an Award, the Committee shall notify the Company and the
Employer Company of each Employee who has been approved for participation in the Plan. 



  
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	4.5	 The Company, or its nominee, shall issue an Award Letter to – 



 

	 	4.5.1	 every Employee who has been approved for participation in the Plan as soon as is practically possible after
receiving the Committee’s notification in terms of Rule 4.4; 


  

	 	4.5.2	 each Executive, as soon as possible after the Committee has approved an Award under Rule 4.1.



  

	4.6	 The Employer Companies will, however, remain responsible to procure the Settlement of the Awards under the Plan
to the Participants employed by them on the Settlement Date, or as may otherwise be regulated under the Recharge Policy. 



  
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	5.	 PLAN LIMITS 



 

	5.1	 Overall company Limit 14.1(b) 



 

	5.2	 The aggregate number of Shares, as determined at any point in time, which may be Allocated under the Plan shall
not exceed 41,076,635 Shares. 


  

	5.1.2	 The limit referred to in Rule 5.1.1 shall exclude the following: 



 

	5.1.2.1	 Shares Allocated by way of Awards under the Plan which had not Vested with Participants as a result of the
lapsing of the Award; 


  

	5.1.2.2	 Awards of Performance Shares which have been converted into Restricted Shares; and 14.3(f);



  

	5.1.2.3	 the Shares which were awarded in terms of the Share Plan prior to 2016 and which have since vested and been
settled to employees constituting 17,082,187 Shares.” 


  

	 	(i).	 14.3(f) 


  

	5.3	 Individual limit 14.1(c) 



 

	 	5.2.1	 Subject to the provisions of Rule 12, the maximum number of Shares Allocated in respect of all unvested Awards
granted to any Participant in respect of this Plan, shall not exceed 4,107,663 Shares. 


  

	 	5.3.2	 Awards of Restricted Shares will be excluded for the purposes of determining the limit in Rule 5.3




  
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	5.4	 Adjustments 


  

	5.4.1	 The Directors must, where required (and without the prior approval of the Company in a general meeting), adjust
the number of Shares available in Rule 5.1 to take account of a sub-division or consolidation of the Shares of the Company. 14.3(a) 



 

	5.4.2	 The Directors may, where required (and without the prior approval of the Company in a general meeting), adjust
the number of Shares available in Rule 5.3 to take account of a sub-division or consolidation of the Shares of the Company. 14.3(a) 



 

	5.4.3	 The Auditors shall confirm to the JSE in writing that any such adjustment has been properly calculated on a
reasonable and equitable basis, in accordance with the Rules. 14.3(d) 


  

	6.	 MAKING OF AWARDS 



 

	6.1	 Time when Awards may be made 



 

	6.1.1	 The Committee may select any Employee, for participation in the Plan, and grant an Award to such Employee:



  

	 	(i)	 after the publication of the Company’s annual results for the previous financial year. However, the
Committee may, on behalf of an Employer Company, allow an Employee to join the Plan part way through a Financial Year of the Company by making an Award as soon as is practically possible after the interim results are published; and




  
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	 	(ii)	 on any day on which there are no restrictions on the making of an Award to such Employee, being restrictions
imposed by or as a result of a Prohibited Period, statute, order, regulation or directive, or by any code adopted by the Company based on the provisions contained in the King Report on Corporate Governance relating to dealings in securities by
directors or the Listings Requirements, as the case may be. 


  

	6.2	 Performance Condition in respect of Performance Shares 



 

	6.2.1	 Any Performance Condition imposed under Rule 4.1.1 shall be: 



 

	 	(i)	 objective; and 


  

	 	(ii)	 set out in, or attached in the form of a schedule to, the Award Letter. 



 

	6.3	 Award Letter 


  


	6.3.1	 The Award Letter shall be in writing and shall specify the terms of the Award including: 



 

	 	(i)	 the name of the Employee; 



 

	 	(ii)	 the Award Date; 


  

	 	(iii)	 the form of the Award; 



 

	 	(iv)	 the number of Shares subject to an Award; 



 

	 	(v)	 the Vesting Condition, Vesting Period and Vesting Date for Retention Shares, Performance Shares and Matching
Shares; 



  
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	 	(vi)	 in respect of Performance Shares, the Performance Condition and Performance Period; 



 

	 	(vii)	 in respect of Restricted Shares, the Holding Period; 



 

	 	(viii)	 in respect of Matching Shares, the MSR; and 



 

	 	(ix)	 any other relevant terms and conditions. 



 

	6.3.2	 An Award shall: 


  

	 	(i)	 be personal to the Employee to whom it is addressed and may only be acted on by such Employee; and



  

	 	(ii)	 indicate that the Award will be deemed to have been accepted automatically by the Employee on the Award Date,
unless the Employee specifically rejects the Award in writing to the Company within 5 (five) Business Days of the Award Date. 


  

	6.4	 Save for Securities Transfer Tax which the Employer Company will, to the extent applicable, recover from the
Participant, the Participant will not be required to give any consideration for the grant or Settlement of an Award. The method of recovering the Securities Transfer Tax amount will be agreed between the Employer Company and the Participant prior to
the Settlement Date and, failing such agreement being reached, the Employer Company may withhold such amount required from the Participant’s salary or other payments due to him from the Employer Company. 14.1(d)(i) 



  
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	7.	 SETTLEMENT OF AWARDS 



 

	7.1	 Following the making of an Award of Restricted Shares in terms of Rule 4.1.2(i), the Company shall, within 30
(thirty) days of the Award Date, procure the Settlement of that number of Restricted Shares to the Participant (without deducting any costs or income tax) in accordance with the Settlement methods described in Rule 7.3 below (the related costs of
which shall be recharged to the relevant Employer Company in terms of the Recharge Policy). 


  

	7.2	 Following the Vesting of the Retention Shares, Performance Shares and Matching Shares, the Company shall within
30 (thirty) days of the Vesting Date procure the Settlement of that number of Shares or, in the event of a Conversion, Restricted Shares (where applicable), to the Participant (without deducting any costs or income tax) in accordance with the
Settlement methods described in Rule 7.3 (the related costs of which shall be recharged to the relevant Employer Company in terms of the Recharge Policy). 


  

	7.3	 Any one of the following Settlement methods may be used to Settle Awards, as directed by the Committee:



  

	7.3.1	 the Employer Company shall, on instruction of the Directors, procure the funds for the purchase of the Shares
on the market and shall instruct any third party to acquire and deliver the Shares to Participants employed or which were employed by such Employer Company. An Employer Company shall instead be entitled to use Shares held in treasury by a Subsidiary
to effect delivery to the relevant Participants; or 14.9(c) 



  
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	7.3.2	 alternatively, but subject to the provisions of section 41(1) of the Act, the Company may, on instruction of
the Directors, settle the Awards by issuing new Shares to the Participants. 


  

	7.4	 The number of Shares delivered to the Participant in Settlement shall be those stipulated in the Award Letter
irrespective of the cost to the Company or Employer Company. 


  

	7.5	 Where the Company incurs costs in the Settlement of an Award, whether in the form of a cash contribution or
otherwise, the Company will recharge such costs to the relevant Employer Company in terms of the Recharge Policy. 


  

	7.6	 Subject to the provisions of Rules 8.1.1 and 8.1.3, a Participant shall be entitled to all shareholder rights
in respect of the Shares received on Settlement as of the Settlement Date and the Shares shall rank parri passu with existing shares. 14.1(e) 


  

	7.7	 Shares intended for use in the Settlement of the Plan may not be purchased during a Prohibited Period unless a
Purchase Programme is in place. 14.9(e) 


  

	7.8	 In the event that Shares are purchased during a Prohibited Period in accordance with the provisions of a
Purchase Programme, the requisite announcement must be made pursuant to the JSE Listing Requirements which will include a statement confirming that the purchase was put in place pursuant to a Purchase Programme. 14.9(f) 



 

	7.9	 Notwithstanding any other provision to the contrary, as a fall back provision only, the Committee may determine
that any Participant shall be paid (and instruct an Employer Company to make such payment) an amount in cash in lieu of any Shares that would have become liable to be Settled to the Participant, which is equivalent to the aggregate Market Value of
such Shares as at the Settlement Date. 



  
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	8.	 OWNERSHIP IN RESPECT OF RESTRICTED SHARES AND PARTICIPANT’S RIGHTS 



 

	8.1	 Restricted Shares 



 

	8.1.1	 Following the making of an Award of Restricted Shares, the Committee will procure that the Shares are held by
the Escrow Agent for the absolute benefit of the Participants as owners of the Restricted Shares, but subject to the provisions of Rule 10. The Restricted Shares may not be disposed of or otherwise encumbered at any time from the date of their
Settlement, up to and including the expiry of the Holding Period, but subject to the provisions of the MSR Policy. 14.9(b) 


  

	8.1.2	 The Restricted Shares shall be subject to the control of the Escrow Agent acting on instructions from the
Company, subject to Rule 8.1.3, from the Settlement Date up to and including the expiry of the Holding Period where after the Company shall, subject to Rule 10, procure unrestricted delivery of the Restricted Shares to the Participant and shall
procure the release of the Restricted Shares from the Escrow Agent. 14.9(b)(ii) 


  

	8.1.3	 Except for the restrictions envisaged in Rule 8.1.1, the Participant has all other shareholder rights, namely
the right to dividends and voting in respect of the Restricted Shares from the Settlement Date. To the extent that the Participant does not exercise his shareholder rights, they may not be exercised by the Escrow Agent. 14.1(e), 14.10




  
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	8.1.4	 The Participant shall provide his Employer Company with, and the Participant shall consent to his Employer
Company furnishing the Escrow Agent with, any information relating to the Participant’s identification that the Escrow Agent may require in order to ensure compliance with the Financial Intelligence Centre Act, 2001 or any other applicable
legislation. 


  

	8.1.5	 The Participant shall, where required, enter into a written agreement with the Escrow Agent, in a form approved
by the Employer Company, relating to the holding of the Restricted Shares during the Holding Period. 


  

	8.1.6	 Neither the Company nor the Employer Company shall be liable for any loss or damage arising from any act or
omission of the Escrow Agent, any central securities depository participant (“CSDP”) engaged by the Escrow Agent, any employee, director, or representative of the Escrow Agent or such CSDP in connection with or arising out of the holding
of, or transacting in, the Restricted Shares. 


  

	9.	 VESTING 



 

	9.1	 Retention Shares 



 

	9.1.1	 Subject to Rules 10 and 11, an Award of Retention Shares will Vest on the date or dates specified in the Award
Letter to be the Vesting Date, provided the Vesting Condition specified in the Award Letter has been fulfilled. 


  

	9.2	 Performance Shares 



 

	9.2.1	 As soon as reasonably practicable after the end of the Performance Period in relation to an Award of
Performance Shares, the Committee shall assess the relevant Participant’s compliance with the Performance Condition and determine the extent to which it has been satisfied. 



  
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	9.2.2	 The Committee shall calculate the number of Performance Shares (if any) that Vest in each Participant, by
reference to the extent to which it has been satisfied, and shall notify the Participant of this fact accordingly. 


  

	9.2.3	 To the extent that the Committee determines in terms of Rule 9.2.2 that the Performance Condition has not been
fulfilled, the Performance Shares subject to the Performance Condition shall not Vest and the Award will lapse immediately as relating to the Performance Shares that do not Vest. The Participant shall be notified of such fact accordingly.



  

	9.2.4	 In the event that the Performance Condition has to be assessed prior to the end of the Performance Period, as
envisaged by Rule 10, the Committee will have regard to whether, and the extent to which, the Performance Condition has been satisfied as set out in the Award Letter. 



 

	9.2.5	 Subject to Rules 7, 10 and 11 and this Rule 9, an Award of Performance Shares will Vest on the date or dates
specified in the Award Letter to be the Vesting Date, provided the Vesting Condition and Performance Condition specified in the Award Letter have been fulfilled. 



 

	9.3	 Matching Shares 



 

	9.3.1	 Subject to Rule 10, an Award of Matching Shares will Vest on the fulfilment of the Vesting Condition, the MSR
and any other conditions as specified in the MSR Policy as determined by the Committee. 



  
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	9.4	 The effect of an Award Vesting will be: 



 

	9.4.1	 in respect of an Award of Retention Shares, Performance Shares and Matching Shares that the Participant becomes
entitled to the Settlement of the Retention Shares, Performance Shares and Matching Shares free of any restrictions. 


  

	9.5	 Save for income tax, no amount will be payable by the Participant on the Vesting Date. 14.1(d)(i)



  

	10.	 TERMINATION OF EMPLOYMENT AND DEATH 14.1(h) 



 

	10.1	 Resignation, dismissal or abscondment 



 

	10.1.1	 If a Participant’s employment with any Employer Company terminates by reason of: 



 

	 	(i)	 his resignation; 


  

	 	(ii)	 dismissal on grounds of misconduct, proven poor performance or proven dishonest or fraudulent conduct (whether
such cessation occurs as a result of notice given by him or otherwise or where he resigns to avoid dismissal on ground of misconduct, poor performance or proven dishonest or fraudulent conduct); or 



 

	 	(iii)	 his abscondment, 



the Awards of Retention Shares, Performance Shares and/or Matching Shares made to him that have not Vested, shall be forfeited in its entirety
and will lapse immediately on the Date of Termination of Employment. For the avoidance of doubt, any Awards which have already Vested as well as an Award of Restricted 

  
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 Shares, will be unaffected by this provision and will not be forfeited by the Participant
nor lapse. Such Restricted Shares will be released from the Escrow Holding and transferred to the personal account of the Participant as soon as possible following the Date of Termination of Employment. 

 

	10.2	 Death, Retrenchment, Retirement, ill-health, injury, disability and
sale of Employer Company 


  

	10.2.1	 If a Participant’s employment with any Employer Company terminates prior to the Vesting Date by reason of:



  

	 	(i)	 death; or 


  

	 	(ii)	 retrenchment, as determined in accordance with the Employer Company’s policy; or 



 

	 	(iii)	 Retirement; or 


  

	 	(iv)	 ill-health, injury or disability, as determined to the satisfaction of
the Committee; or 


  

	 	(v)	 the Participant’s Employer Company ceasing to be a member of the Group or the undertaking in which he is
employed being transferred to a transferee which is not a member of the Group; or 


  

	 	(vi)	 other terminations and exceptional circumstances as determined by the Committee, 



  
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 the following will apply: 

 

	 	10.2.1.1	 in respect of Retention Shares, a portion of the Award shall Vest on the Date of Termination of Employment and
will reflect the number of months served since the Award Date over the total number of months in the Vesting Period. The portion of the Award that does not vest will lapse on the Date of Termination of Employment. For the avoidance of doubt, any
Awards which have already Vested will be unaffected by this provision and will not be forfeited to by the Participant 


  

	 	10.2.1.2	 In respect of Performance Shares, a portion of the Award shall Vest upon confirmation by the Committee of the
extent to which the Performance Condition has been met, be pro-rated for the number of months served since the Award Date over the total number of months in the Vesting Period. In determining the extent
to which the Performance Condition has been satisfied the Committee shall consider the provisions of Rule 9.2.4. The portion of the Award that does not Vest will lapse on the aforementioned date. For the avoidance of doubt, any Awards which have
already Vested will be unaffected by this provision; 


  

	 	10.2.1.3	 in respect of Matching Shares, a portion of the Award shall Vest on the Date of Termination of Employment. The
portion of the Award which will Vest will reflect the MSR for the specific Participant pro-rated for the number of months served since the Award Date over the total number of months in the Vesting
Period, provided that such adjusted MSR has been met on the Date of Termination of Employment. The portion of the Award that does not Vest will lapse on the aforementioned date. 



  
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	 	10.2.1.4	 Awards of Restricted Shares will be unaffected by this provision and will not be forfeited by the Participant
nor lapse. Such Restricted Shares will be released from the Escrow Holding and transferred to the personal account of the Participant as soon as possible following the Date of Termination of Employment. 



 

	10.2.2	 For the purposes of this Rule 10, a Participant will not be treated as ceasing to be an Employee of an Employer
Company if, on the same date on which he ceases to be an Employee of an Employer Company, he is employed by another Employer Company. 


  

	11.	 CHANGE OF CONTROL 14.3(a), (b), (c), 14.1(g) 



 

	11.1	 Subject to Rule 11.3, in the event of a change of Control of the Company occurring before the Vesting Date, a
portion of the Award of Retention Shares, Performance Shares and Matching Shares will Vest on the Change of Control Date, as follows (provided that where there is a conflict, pre-existing employment conditions
take precedence): 


  

	 	11.1.1	 in respect of Retention Shares, the portion of the Award which shall Vest will reflect the number of months
served since the Award Date until the Change of Control Date, pro-rated over the total number of months in the Vesting Period. The portion of the Award of Retention Shares that does not Vest will lapse
on the aforementioned date; 



  
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	 	11.1.2	 in respect of Performance Shares, the portion of the Award which shall Vest will also reflect the number of
months served since the Award Date, pro-rated over the total number of months in the Vesting Period and the Performance Condition will be deemed to have been satisfied to the extent required for 100% (one-hundred percent) of the Award of Performance Shares to Vest (on-target performance). The portion of the Award of Performance Shares that does not Vest will lapse on the
aforementioned date; 


  

	 	11.1.3	 in respect of Matching Shares, the portion of the Award which will Vest will reflect the MSR for the specific
Participant pro-rated for the number of months served since the Award Date to the Change of Control Date, pro-rated over the total number of months in the
Vesting Period, provided that such adjusted MSR has been met on the Date of Termination of Employment. The portion of the Award of Matching Shares that does not Vest will lapse on the aforementioned date; 



 

	 	11.1.4	 in respect of Restricted Shares no adjustment will be made and the Holding Period will continue to be in effect
as set out in the Award Letter. 


  

	11.2	 The Employer Company shall discharge its obligation to Settle to a Participant any Shares in terms of this Rule
11 in Settlement, by paying to a Participant a cash amount equal to the Market Value of such Shares as at the Change of Control Date. However, a Participant may be Settled Shares where he has made such request in writing, prior to the Change of
Control Date. Provided that Settlement 



  
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will not be made in Shares if there is any restriction imposed by or as a result of a Prohibited Period, statute, order, regulation or directive, or by any code adopted by the Company based on
the provisions contained in the King Report on Corporate Governance relating to dealings in securities by directors or the Listings Requirements, as the case may be on such Settlement in Shares. 


 

	11.3	 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 corporate financial division of a bank to be fair and reasonable to Participants, the provisions in Rule 11.1 and 11.2 shall not apply,
provided that, in such an event, if a Participant’s employment by any member of the Group is terminated or modified downwards for any reason whatsoever (including his resignation) within 12 months following the Change of Control Date he shall
be entitled to be Settled, by the Company or Employer Company as the case may be, on mutatis mutandis the basis of 11.1 and 11.2 been applicable. 


  

	11.4	 If there is an internal reconstruction or other event which does not involve any change in the ultimate Control
of the Company or if any other event happens which may affect Awards, including the Shares ceasing to be listed on the JSE, the Awards held by a Participant shall not Vest as a consequence of that event and shall continue to be governed by the Rules
of the Plan. However, if the terms of the Award Letter are no longer appropriate, the number of Retention Shares, Performance Shares or Matching Shares subject to an Award and the Performance Condition in relation to Performance Shares shall be
adjusted, or the Awards shall be converted into awards in respect of shares in one or more other companies, provided the Participant is no worse off. In respect of Restricted Shares no adjustment will be made and the Holding Period will continue to
be in effect as set out in the Award Letter. 



  
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	12.	 VARIATION IN SHARE CAPITAL 14.1(g), 14.3(a), (b) 



 

	12.1	 Capitalisation Issue, subdivision or consolidation of shares 



 

	12.1.1	 In the event of a: 


  

	 	(i)	 Capitalisation Issue; or 



 

	 	(ii)	 a subdivision of Shares; or 



 

	 	(iii)	 a consolidation of Shares; or 



 

	 	(iv)	 the Company entering into a scheme of arrangement as contemplated in section 114 of the Act; or



  

	 	(v)	 the Company making distributions to shareholders, as defined in the Act, including a distribution in specie,
other than a dividend paid in the ordinary course of business out of the current year’s retained earnings, 



Participants shall continue to participate in the Plan. The Committee shall make such adjustment to the quantum of the Award, to the extent
required, or take such other action to place Participants in no worse a position than they were prior to the happening of the relevant event. 14.3(a);(b) 

  
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	12.1.2	 The issue of Shares as consideration for an acquisition, and the issue of Shares for cash or a vendor
consideration placing will not be regarded as a circumstance that requires any adjustment to Awards. 14.3(c) 


  

	12.1.3	 The Company shall notify the Participants of any adjustments which are made under Rule 12.1. In respect of any
such adjustments, the Company’s auditors, acting as experts and not as arbitrators and whose decision shall be final and binding on all persons affected thereby, shall confirm to the Company in writing that these are calculated on a non-prejudicial basis. 14.3(d) 


  

	12.1.4	 The auditors of the Company shall confirm in writing to the JSE whether those adjustments were calculated in
accordance with the Rules. Such confirmation is to be provided to the JSE at the time that the relevant adjustment is finalised. Any adjustments made will be reported in the Company’s annual financial statements in the year during which the
adjustment is made, to the extent required by the Act or the JSE Listings Requirements. 14.3(d);(e) 


  

	12.2	 Rights Issue 14.3(b) 



 

	12.2.1	 In the event of a Rights Issue, Rule 12.1.1 to 12.1.4 shall apply mutatis mutandis to Retention Shares,
Performance Shares and Matching Shares that have not Vested. 


  

	12.2.2	 In the event of a Rights Issue, a Participant shall, be entitled to participate in any Rights Issue in respect
of his Restricted Shares. 



  
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	12.2.3	 If a Rights Issue to the shareholders of the Company is proposed, the Committee shall notify the Participants
holding Awards of Restricted Shares of that Rights Issue in writing. The written notice shall specify: 


  

	 	(i)	 the terms and conditions of the Rights Issue as contained in the letter of allocation accompanying the Rights
Issue; 


  

	 	(ii)	 the number of Rights Issue Shares offered; 



 

	 	(iii)	 the price payable in respect of the Rights Issue Shares and any costs incidental to the purchase of the Rights
Issue Shares; and 


  

	 	(iv)	 the date by which the Participant should notify the Committee if he intends to purchase the Rights Issue
Shares. 


  

	12.2.4	 If any Participant holding Awards of Restricted Shares intends to purchase the Rights Issue Shares he shall:



  

	 	(i)	 notify the Committee of his intention by the date specified in the notice sent to him or her in terms of Rule
12.2.3; 


  

	 	(ii)	 simultaneously pay the full price in respect of the Rights Issue Shares and costs incidental to the
subscription for the Rights Issue Shares; and 


  

	 	(iii)	 be deemed to have authorised the Escrow Agent to take all necessary steps and sign all documents to purchase
the Rights Issue Shares for his or her benefit. 



  
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	12.2.5	 If the Participant fails to notify the Committee of his or her intention to purchase the Rights Issue Shares by
the date specified in the notice in terms of Rule 12.2.3 he shall be deemed to have waived his right to take up any Rights Issue Shares in terms of the Rights Issue. In this instance the Escrow Agent may sell the rights pertaining to the Rights
Issue on behalf of the Participant and shall remit such proceeds to such Participant. 


  

	12.2.6	 The Rights Issue Shares will not be subject to any restrictions in terms of the Plan and shall Vest immediately
upon acquisition in terms of the Rights Issue. 


  

	12.3	 Liquidation 



If the Company is placed into liquidation for purposes other than reorganisation, Awards of Retention Shares, Performance Shares and Matching
Shares shall ipso facto lapse as from the Liquidation Date. The Restricted Shares will be released from the Escrow Holding and transferred to the personal account of the Participant as soon as possible following the Liquidation
Date. 14.1(e) 
  

	13.	 LAPSE OF AWARDS 



 

	13.1	 Notwithstanding any other provision of the Rules, an Award (or, where applicable, a portion of an Award) shall
lapse on the earliest of: 


  

	13.1.1	 the Committee determining that the Performance Condition, or any further condition imposed under Rule 6.2, in
relation to Retention Shares, Performance Shares or Matching Shares, has not been satisfied either in whole or in part in respect of the Award and can no longer be satisfied; 



  
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	13.1.2	 subject to Rule 10 and 11, the Date of Termination of Employment where the Participant ceases to be employed
by, or a salaried director of, the Company; 


  

	13.1.3	 the Liquidation Date, in accordance with Rule12.3; and 



 

	13.1.4	 any other date provided for under these Rules. 



 

	14.	 FURTHER CONDITIONS 



 

	14.1	 In circumstances where the tax and/or regulatory requirements of a particular jurisdiction where a Participant
works makes the Settlement impossible or impractical, the Directors can direct that the Participants be paid a cash amount in lieu of Shares that would have become liable to be Settled to the Participant, which is equivalent to the aggregate Market
Value of such Shares as at the Settlement Date, on such date. A separate Country Schedule detailing the provisions in respect of such jurisdiction may be adopted in addition to, or instead of, paying a cash amount in lieu of Shares on the Vesting
Date. 


  

	14.2	 An Employer Company may withhold any amount required: 



 

	14.2.1	 to meet any costs in respect of the Vesting and/or Settlement of an Award of Retention Shares, Performance
Shares, Restricted Shares and/or Matching Shares for which the Participant is liable; or 


  

	14.2.2	 for employees’ tax. 



  
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	14.3	 The Employer Company will delay the Settlement or Vesting of the Award, whichever is appropriate, to the
Participant if the acquisition or disposal of the Shares would otherwise: 


  

	14.3.1	 occur during a Prohibited Period; or 



 

	14.3.2	 be in contravention of any code adopted by the Company relating to dealings in securities by directors; or



  

	14.3.3	 be prohibited by insider trading legislation or any other legislation or regulations, until such time as the
Settlement or Vesting of the Award will no longer constitute such a contravention. 


  

	14.4	 The rights of Participants under this Plan are determined exclusively by these Rules. 



 

	14.5	 Except as otherwise provided in the Rules, the Participant has no right to any compensation, damages or any
other sum or benefit by reason of the fact that: 


  

	14.5.1	 he ceased to be a Participant in the Plan; or 



 

	14.5.2	 any of his rights or expectations under this Plan were reduced or lost. 



 

	14.6	 Shares will only be issued or purchased once a Participant has been formally identified. 14.9(a)



  

	14.7	 The Company will ensure compliance with paragraphs 3.63 – 3.74 (director dealings) of the JSE Listings
Requirements in terms of share dealings by the Company relating to the Plan. 14.9(d) 


  

	14.8	 The issue of shares to employees which do not fall under the Rules of this Plan will be treated as a specific
issue for cash as contemplated in paragraph 5.51 of the JSE Listings Requirements. 14.11 



  
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	14.9	 Where a Participant becomes employed by another Employer Company: 



 

	14.9.1	 all Awards granted to such Participant by the first Employer Company shall remain in force on the same terms
and conditions as set out in these Rules; and 


  

	14.9.2	 the second Employer Company shall assume a pro-rata portion of the
first Employer Company’s obligations in respect of the relevant Awards in consideration for obtaining the Participant’s services from the first Employer Company. 



 

	15.	 DISCLOSURE IN ANNUAL FINANCIAL STATEMENTS 14.8 



The Company shall, to the extent required by the Act or the JSE Listings Requirements, disclose in its annual financial statements the number
of Shares that may be utilised for purposes of the Plan at the beginning of the accounting period and changes in such number during the accounting period and the balance of Shares available for utilisation for purposes of the Plan at the end of the
accounting period. 
  

	16.	 AMENDMENTS AND TERMINATION 14.2 



 

	16.1	 Subject as provided in this Rule 16, the Committee may at any time alter, vary or add to these terms and
conditions as it thinks fit. Amendments to these terms and conditions may only affect Awards to Participants that have already been made if they are to the advantage of Participants, and subject to the Listings Requirements. 



 

	16.2	 Except as provided in Rule 16.2.9 the provisions relating to: 



 

	16.2.1	 the category of persons who are eligible for participation in the Plan; 



  
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	16.2.2	 the number of Shares which may be utilised for the purpose of the Plan; 



 

	16.2.3	 the individual limit entitlements envisaged in Rule 5.3; 



 

	16.2.4	 the basis upon which Awards are made as stipulated in Rule 4.1; 



 

	16.2.5	 the amount (if any) payable upon the grant, Settlement or Vesting of an Award; 



 

	16.2.6	 the voting, dividend, transfer and other rights attached to the Awards, including those arising on a
liquidation of the Company; 


  

	16.2.7	 the adjustment of Awards in the event of a Change of Control of the Company or other corporate actions; and



  

	16.2.8	 the procedure to be adopted in respect of the Vesting of Awards in the event of termination of employment as
envisaged in Rule 10; 


  

	16.2.9	 the terms of this Rule 16.2, 



may not be amended without the prior approval of the JSE and by ordinary resolution requiring a 75% (seventy five percentage) majority of the
votes cast of shareholders of the Company present or by proxy, in general meeting, excluding such votes of Participants as may be required in terms of the Listings Requirements from time to time. 

 

	16.3	 Subject to Rule 16.2 the Committee may make minor amendments for ease of the administration of the Plan, to
comply with or take account of the provisions of any proposed or existing legislation or to obtain or maintain favourable, taxation or regulatory treatment of any Employer Company or any present or future Participant, including the adoption of a
Country Schedule for the benefit of Employees of the Group working outside South Africa. 



  
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	16.4	 The Committee may terminate the Plan at any time, but Awards granted before such termination will continue to
be valid and as described in the provisions of the Plan. 


  

	17.	 DOMICILIUM AND NOTICES 



 

	17.1	 The parties choose domicilium citandi et executandi for all purposes arising from this Plan, including,
without limitation, the giving of any notice, the payment of any sum, the delivery of shares, the serving of any process, as follows: 


  

	17.1.1	 the Company, the company secretary and the Committee: The physical, postal and electronic mail address of the
Registered Office of the Company from time to time (marked for the attention of “The Company Secretary”); 


  

	17.1.2	 Employer Company: The physical, postal and electronic mail address of the Registered Office of the Employer
Company from time to time; 


  

	17.1.3	 each Participant: The physical, postal and electronic address from time to time reflected as being his
addresses in the Employer Company’s relevant system from time to time. 


  

	17.2	 Any of the above persons shall be entitled from time to time, by written notice to the other, to vary its
domicilium to any other physical address within the Republic of South Africa and/or its electronic mail address; provided in the case of a Participant such variation is also made to his details on the Employer Company’s payroll system.




  
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	17.3	 Any notice given and any delivery or payment made by any of the above persons to any other which:



  

	17.3.1	 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; 


  

	17.3.2	 is delivered by courier 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 on the third day after the date of the instruction to the courier to deliver to the addressee; 



 

	17.3.3	 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. 



 

	17.4	 Any notice given that is transmitted by electronic mail to the addressee at the addressee’s electronic
mail address 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. 



 

	17.5	 Notwithstanding anything to the contrary herein contained a written notice or communication actually received
by a person shall be an adequate written notice or communication to the person notwithstanding that it was not sent to or delivered at the person’s chosen domicilium citandi et executandi. 



  
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	18.	 DISPUTES 



 

	18.1	 Any dispute arising under the Plan shall be decided by arbitration in the manner set out in Rule 18.



  

	18.2	 The arbitration shall be held subject to the provisions of this Plan: 



 

	18.2.1	 at Johannesburg; 


  

	18.2.2	 informally; 


  

	18.2.3	 otherwise in accordance with the provisions of the Arbitration Act, No. 42 of 1965, as amended,



 it being the intention that, if possible it shall be held and concluded within 21
(twenty-one) Business Days, after it has been demanded. 
  

	18.3	 The arbitrator shall be if the question in issue is: 



 

	18.3.1	 primarily an accounting matter, an independent accountant with not less than 15 (fifteen) years’
experience agreed upon between the parties to the dispute. In the event that the parties to the dispute cannot agree within 7 (seven) Business Days, the arbitrator shall be a chartered accountant to be nominated by the Executive President for the
time being of the South African Institute of Chartered Accountants; 


  

	18.3.2	 primarily a legal matter, a practising senior counsel or attorney with no less than 15 (fifteen) years’
standing agreed upon between the parties to the dispute. In the event that the parties to the dispute cannot agree within 7 (seven) Business Days, the arbitrator shall be a practising attorney nominated by the President for time being of the Law
Society of the Northern Provinces; 



  
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	18.3.3	 any other matter, an independent person agreed upon between the parties to the dispute. In the event that the
parties to the dispute cannot agree within 7 (seven) Business Days, the arbitrator shall be an independent person nominated by the President for time being of the Law Society of the Northern Provinces. 



 

	18.4	 An aggrieved party may appeal against the arbitration award within 10 (ten) Business Days after receipt of the
arbitration award by lodging a notice of appeal with the other party/ies to the dispute. 


  

	18.5	 Where an appeal is made, 2 (two) practising senior counsel of at least 15 (fifteen) years’ standing shall
be appointed as chairpersons of the appeal. If the parties to the dispute are unable to agree on the chairpersons for the appeal the provisions of Rule 18.3 shall mutatis mutandis apply with the changes required by the context. The chairpersons
shall meet the parties to the dispute within 7 (seven) Business Days after their appointment to determine the procedure for the appeal. 


  

	19.	 SEVERABILITY 



Each provision of these Rules is entirely separate and independent from each of the other provisions. If any provision is found to be invalid
then it will be deemed never to have been part of these Rules and to the extent that it is possible to do so, this will not affect the validity or enforceability of any of the remaining provisions. 

  
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	20.	 GOVERNING LAW 



South African law governs the Plan and Awards made in terms of the Plan (including Awards made to Participants employed by the Group in
jurisdictions other than South Africa). All Employer Companies and Participants submit to the jurisdiction of the South African courts as regards any matter arising under the Plan. 

These Rules of the Plan were duly amended at a shareholders meeting of Gold Fields Limited held at [insert] on [insert date], having been made available for
inspection for at least 14 days prior to the general meeting at the Company’s registered office. 14.7 
  

	
	  

	
	Chairman of the General Meeting



  
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