**Exhibit 4.24**

 

**FINALEXECUTION VERSION**

 

 

**THE GOLD FIELDS LIMITED 2005 NON-EXECUTIVE SHARE PLAN**

 

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**TABLE OF CONTENTS**

 
| **PART 1 - INTRODUCTION**                      | 1                                                                               |
|---------------------------------------------------------------|---------------------------------------------------------------------------------|
| ** **                                                    | ** **                                                                      |   |
| 1                                                             | **DEFINITIONS  AND INTERPRETATION**                                             | 1 |
|                                                          | ** **                                                                      |   |
| 2                                                             | **PURPOSE**                                                                     | 8 |
|                                                          | ** **                                                                      |   |
| 3                                                             | **MAXIMUM  NUMBER OF SHARES WHICH MAY BE ACQUIRED BY ELIGIBLE APPLICANTS** | 8 |
| ** **                                                    | ** **                                                                      |   |
| **PART 3 – THE NON-EXECUTIVE SHARE PLAN** | 9                                                                               |
| ** **                                                    | ** **                                                                      |   |
| 4                                                             | **GRANT  OF AWARDS**                                                            | 9 |
|                                                          | ** **                                                                      |   |
| 5                                                             | **SETTLEMENT  OF RESTRICTED SHARES**                                            | 10 |
| ** **                                                    | ** **                                                                      |   |
| **PART 4 - GENERAL**                           | 11                                                                              |
| ** **                                                    | ** **                                                                      |   |
| 6                                                             | **ADJUSTMENTS**                                                                 | 11 |
|                                                          | ** **                                                                      |   |
| 7                                                             | **TERMINATION  OF OFFICE**                                                      | 13 |
|                                                          | ** **                                                                      |   |
| 8                                                             | **REACQUISITION**                                                               | 14 |
| ** **                                                    | ** **                                                                      |   |
| 9                                                             | **TAX  LIABILITY**                                                              | 14 |
|                                                          | ** **                                                                      |   |
| 10                                                            | **LISTINGS  AND LEGAL REQUIREMENTS AND VOTING RIGHTS**                          | 15 |
|                                                          | ** **                                                                      |   |
| 11                                                            | **AMENDMENT  OF THE PLAN**                                                      | 16 |
|                                                          | ** **                                                                      |   |
| 12                                                            | **ADMINISTRATION**                                                              | 16 |
|                                                          | ** **                                                                      |   |
| 13                                                            | **ANNUAL  FINANCIAL STATEMENTS**                                                | 17 |
|                                                          | ** **                                                                      |   |
| 14                                                            | **STRATE**                                                                      | 17 |
|                                                          | ** **                                                                      |   |
| 15                                                            | **DISPUTES**                                                                    | 18 |
|                                                          | ** **                                                                      |   |
| 16                                                            | **TERMINATION  OF THE PLAN**                                                    | 21 |
|                                                          | ** **                                                                      |   |
| 17                                                            | **DOMICILIUM  AND NOTICES**                                                     | 21 |
| ** **                                                    | ** **                                                                      |   |
| 18                                                            | **COMPLIANCE**                                                                  | 22 |
|                                                          | ** **                                                                      |   |
| 19                                                            | **GENERAL  PROVISIONS**                                                         | 22 |

 

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**THE GOLD FIELDS 2005 NON-EXECUTIVE 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   | “**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; |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 1.1.3   | “**Applicable Laws**” – in  relation to any person or entity, all and any -                                                                                                                                                                                                                                                                                                                   |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 1.1.3.1 | statutes, subordinate legislation and common law;                                                                                                                                                                                                                                                                                                                                                                           |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 1.1.3.2 | regulations;                                                                                                                                                                                                                                                                                                                                                                                                                |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 1.1.3.3 | ordinances and by-laws;                                                                                                                                                                                                                                                                                                                                                                                                     |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 1.1.3.4 | directives, codes of practice, circulars, guidance notices, judgments  and decisions of any competent authority,                                                                                                                                                                                                                                                                                                            |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                        |
|    | compliance with which is mandatory for that person  or entity;                                                                                                                                                                                                                                                                                                                                                              |
|         |                                                                                                                                                                                                                                                                                                                                                                                                                             |  |  |  |

 

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| 1.1.4     | “**Arbitration Act**” - the  Arbitration Act 42 of 1965;                                                                                                                                  |
|-----------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|      |                                                                                                                                                                                                          |
| 1.1.5     | “**Award**” - the award to  an Eligible Applicant of Restricted Shares in terms of 4.2 and the word “**awarded**” shall be construed accordingly;                               |
|      |                                                                                                                                                                                                          |
| 1.1.6     | “**Award Date**” – the date  on which Exco grants an Award to an Eligible Applicant;                                                                                                 |
|      |                                                                                                                                                                                                          |
| 1.1.7     | “**Award Letter**” – a  letter containing the information specified in 4.2 sent by Exco to an  Eligible Applicant informing the Eligible Applicant of the grant of an Award  to him; |
|      |                                                                                                                                                                                                          |
| 1.1.8     | “**Board**” - the board of  directors for the time being of the Company;                                                                                                                  |
|      |                                                                                                                                                                                                          |
| 1.1.9     | “**Change of Control**” – means -                                                                                                                                               |
|      |                                                                                                                                                                                                          |
| 1.1.9.1   | all circumstances where a party (or parties acting in concert),  directly or indirectly, obtains -                                                                                                       |
|      |                                                                                                                                                                                                          |
| 1.1.9.1.1 | beneficial ownership of the specified  percentage or more of the Company’s issued Shares; or                                                                                                             |
|      |                                                                                                                                                                                                          |
| 1.1.9.1.2 | control of the specified percentage or  more of the voting rights at meetings of the Company; or                                                                                                              |
|      |                                                                                                                                                                                                          |
| 1.1.9.1.3 | the right to control the management of  the Company or the composition of the Board; or                                                                                                                       |
|      |                                                                                                                                                                                                          |
| 1.1.9.1.4 | the right to appoint or remove directors  holding a majority of voting rights at Board meetings; or                                                                                                           |
|      |                                                                                                                                                                                                          |
| 1.1.9.2   | the approval by the Company’s shareholders of, or the consummation  of, a merger or consolidation of the                                                                                                 |
|           |                                                                                                                                                                                                               |  |  |

 

2

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|   | 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 1.1.9 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%;                                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                                                |
| 1.1.10 | “**Code**” – the  Securities Regulation Code and Rules of the Securities Regulation Panel,  promulgated under section 440C of the Act;                                                                                                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                                                                |
| 1.1.11 | “**Company**” – Gold  Fields Limited (registration number 1968/04880/06), a company incorporated in  accordance with the laws of the RSA;                                                                                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                |
| 1.1.12 | “**Deed**” – this  Deed, as amended from time to time;                                                                                                                                                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                |
| 1.1.13 | “**Eligible Applicant**” – a  person eligible for participation in the Plan, namely any person who held  office as a non-executive director of the Company in the year immediately  preceding the Award Date, who is not a member of Exco;                                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                                                                |
| 1.1.14 | “**Exco**” - the  Non-Executive Directors Remuneration Committee comprising the Chief Executive  Officer of the Company and two other nominees appointed by the Chief  Executive Officer from time to time, to administer the Plan, it being  recorded that no member of Exco shall benefit under the Plan;                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                |
| 1.1.15 | “**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; or (b) such shorter  period, being less than twenty Trading Days immediately prior to the day in  question, as Exco may determine; |
|        |                                                                                                                                                                                                                                                                                                                                                                                                     |  |

 

3

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| 1.1.16   | “**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 an Eligible  Applicant, his lawful spouse, his lawful children and/or his Family Trust;                   |
|----------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|     |                                                                                                                                                                                                                                                                                                             |
| 1.1.17   | “**Family Entity**” - a  Family Company or a Family Trust;                                                                                                                                                                                                                                   |
|     |                                                                                                                                                                                                                                                                                                             |
| 1.1.18   | “**Family Trust**” – a  trust constituted solely for the benefit of all or any of an Eligible  Applicant, his lawful spouse and/or his lawful children;                                                                                                                                 |
|     |                                                                                                                                                                                                                                                                                                             |
| 1.1.19   | “**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 “**member of the Group**” shall have a  corresponding meaning;                                        |
|     |                                                                                                                                                                                                                                                                                                             |
| 1.1.20   | “**Implementation Date**” – in  relation to a Change of Control, the date upon which such Change of Control  becomes effective;                                                                                                                                                         |
|     |                                                                                                                                                                                                                                                                                                             |
| 1.1.21   | “**JSE**” - JSE  Limited, or its successor;                                                                                                                                                                                                                                                  |
|     |                                                                                                                                                                                                                                                                                                             |
| 1.1.22   | “**Plan**” – The  Gold Fields Limited 2005 Non-Executive Share Plan the terms of which are  embodied in this Deed;                                                                                                                                                                      |
|     |                                                                                                                                                                                                                                                                                                             |
| 1.1.23   | “**Release Date**” - the  date on which Restricted Shares shall be Settled to an Eligible Applicant as  described in 5, which date shall, subject to 5, 6 and 7, be three years from  the Award Date; provided that if such date falls on a date which, or during a  period in which, - |
|     |                                                                                                                                                                                                                                                                                                             |
| 1.1.23.1 | by virtue of any Applicable Law or any policy of the Group (including  any corporate governance policy) it is                                                                                                                                                                                                    |
|          |                                                                                                                                                                                                                                                                                                                  |  |

 

4

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|     | not permissible to Settle Shares to an Eligible Applicant; or                                                                                                                                                                                             |
|----------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|     |                                                                                                                                                                                                                                                      |
| 1.1.23.2 | by virtue of any Applicable Law or any policy of the Group (including  any corporate governance policy) it is not permissible for an Eligible  Applicant 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 an  Eligible Applicant and/or for the Eligible Applicant to receive or deal/trade  in Shares (as the case may be);                    |
|     |                                                                                                                                                                                                                                                      |
| 1.1.24   | “**Restricted Shares**” – Shares  which have been awarded to an Eligible Applicant in terms of an Award Letter  as described in 4.2.1;                                                                                           |
|     |                                                                                                                                                                                                                                                      |
| 1.1.25   | “**RSA**” – the  Republic of South Africa;                                                                                                                                                                                       |
|     |                                                                                                                                                                                                                                                      |
| 1.1.26   | “**Secretary**” – the  company secretary for the time being of the Company;                                                                                                                                                      |
|     |                                                                                                                                                                                                                                                      |
| 1.1.27   | “**Settled**” – in  relation to a Share, shall mean either -                                                                                                                                                                |
|     |                                                                                                                                                                                                                                                      |
| 1.1.27.1 | the allotment and issue by the Company of such Share into the name of  an Eligible Applicant;                                                                                                                                                             |
|     |                                                                                                                                                                                                                                                      |
| 1.1.27.2 | or, 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  an Eligible Applicant through the acquisition thereof on behalf of an  Eligible Applicant or otherwise, |
|     |                                                                                                                                                                                                                                                      |
|     | and the words “**Settlement**”  and “**Settle**” shall be construed  accordingly. It is recorded that Restricted Shares which have                                                                                                    |
|          |                                                                                                                                                                                                                                                           |  |

 

5

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|    | been Settled to an Eligible Applicant shall rank  pari passu with Shares in all respects;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|---------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 1.1.28  | “**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);                                                                                                                                                                                                                                                                                                                                               |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 1.1.29  | “**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 of any nature or kind or  otherwise and whether levied under the Tax Act or otherwise), capital gains  tax, value-added tax, stamp duty, uncertificated securities 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; |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 1.1.30  | “**Tax Act**” - the  Income Tax Act 58 of 1962;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 1.1.31  | “**Trading Day**” – any  day on which the Shares are capable of being traded on the JSE;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 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;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  |  |

 

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| 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 Award or a Restricted Share shall mean the  acquisition of such an Award or a Restricted Share (as the case may be) from  an Eligible Applicant by the Company for a total consideration of R0,01;                                                                                         |
|    |                                                                                                                                                                                                                                                                                                                                                        |
| 1.2.7   | an Eligible Applicant 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 the Company shall be deemed not to have  terminated his office with the 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.                                                                                                                                                 |
|         |                                                                                                                                                                                                                                                                                                                                                             |  |  |

 

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| 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 provide  non-executive directors of the Company with the opportunity to acquire an  interest in the equity of the Company on a basis which aligns their interests  with those of the Company’s shareowners, thereby providing such non-executive  directors with a further incentive to advance the Company’s interests.                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 3      | **MAXIMUM NUMBER OF SHARES WHICH MAY BE  ACQUIRED BY ELIGIBLE APPLICANTS**                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 3.1    | Subject to 3.3 and 3.4, 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 Eligible Applicants 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. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 3.2    | Subject to 3.3 and 3.4, 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 Eligible Applicant  in terms of the Plan together with Any Other Plan is to exceed 0,2% of the  Company’s issued ordinary share capital, being 982 588 Shares as at  19 August 2005.                                              |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 3.3    | The number of Shares referred to in 3.1 and 3.2 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,                                                                                                                                                                                                                                                                                                                  |
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  |  |  |

 

8

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|                                                          | consolidation, sub-division and/or any rights or capitalisation issue  of Shares; provided that the provisions of this 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  3.1 and/or 3.2 are exceeded but the number of Shares referred to in 3.1  and/or 3.2 is not exceeded. |
|---------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 3.4                                                           | In the determination of the number of Shares which may be acquired by  Eligible Applicants in terms of 3.1 and/or 3.2, Exco shall be entitled to  refrain from taking into account Shares which have been acquired by an  Eligible Applicant -                                                                                                                                                                  |
|                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 3.4.1                                                         | in terms of the Plan; and/or                                                                                                                                                                                                                                                                                                                                                                                         |
|                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 3.4.2                                                         | 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.                                                                                                                                                                                        |
|                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                 |
| **PART 3 – THE NON-EXECUTIVE SHARE PLAN** |
|                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 4                                                             | **GRANT OF AWARDS**                                                                                                                                                                                                                                                                                                                                                                                                  |
|                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 4.1                                                           | An Eligible Applicant shall, subject to approval by the Shareholders  of the Company in general meeting, be granted an Award by Exco.                                                                                                                                                                                                                                                                                |
|                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 4.2                                                           | Exco shall inform an Eligible Applicant of an Award granted to him by  means of an Award Letter. The Award Letter shall be in the form prescribed by  Exco and shall specify -                                                                                                                                                                                                                                  |
|                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 4.2.1                                                         | the number of Restricted Shares awarded to the Eligible Applicant;                                                                                                                                                                                                                                                                                                                                                   |
|                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 4.2.2                                                         | the Award Date; and                                                                                                                                                                                                                                                                                                                                                                                                  |
|                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 4.2.3                                                         | the Release Date.                                                                                                                                                                                                                                                                                                                                                                                                    |
|                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                      |  |  |  |

 

9

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| 4.3    | Subject to 4.7 and 7.1, an Award is (and Restricted Shares are)  personal to an Eligible Applicant and shall not be capable of being ceded,  assigned, transferred or otherwise disposed of or encumbered by an Eligible  Applicant.                                                                                                                                                                                                                                                                                                                            |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 4.4    | There shall be no consideration payable for the grant of an Award.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 4.5    | Acceptance by an Eligible Applicant of an Award shall be communicated  to Exco, in writing and in such form as Exco 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 Applicant; provided that the acceptance shall  embody therein the provisions of 8, 9.2 and 19.3. An Award which is not  accepted by an Eligible Applicant as aforesaid shall automatically be deemed  to have been reacquired, subject to re-instatement or extension by Exco in  its discretion. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 4.6    | An Award may be cancelled and cease to be of any force and effect  after the date of acceptance thereof in terms of 4.5 if Exco and Eligible  Applicants so agree in writing.                                                                                                                                                                                                                                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 4.7    | An Eligible Applicant may, with the prior written consent of Exco and  subject to such conditions as Exco may in its discretion determine, cede,  assign or transfer his rights in and to an Award (or Restricted Shares) to a  Family Entity. Without derogating from the generality of the aforegoing, Exco  may impose a condition that the Eligible Applicant 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.                                         |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 5      | **SETTLEMENT OF RESTRICTED SHARES**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 5.1    | Restricted Shares awarded to Eligible Applicants in terms of 4 shall  be Settled to the Eligible Applicant concerned on the Release Date.                                                                                                                                                                                                                                                                                                                                                                                                                       |
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  |  |  |

 

10

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| 5.2                                 | The Company may, on the Release Date, discharge, in whole or in part,  its obligation to Settle Restricted Shares by paying to the Eligible  Applicant a cash amount equal to the Fair Market Value of the Shares  otherwise available for release to an Eligible Applicant on the Release Date,  calculated as at the Release Date.       |
|-------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                |                                                                                                                                                                                                                                                                                                                                       |
| 5.3                                 | An Award shall be reacquired -                                                                                                                                                                                                                                                                                                        |
|                                |                                                                                                                                                                                                                                                                                                                                       |
| 5.3.1                               | on the Eligible Applicant making application for the voluntary  surrender of his estate or his estate being otherwise sequestrated or on any  attachment of any interest of an Eligible Applicant under the Plan, unless  Exco passes a resolution to the contrary; or                                                                     |
|                                |                                                                                                                                                                                                                                                                                                                                       |
| 5.3.2                               | in the circumstances detailed in 7.                                                                                                                                                                                                                                                                                                        |
|                                |                                                                                                                                                                                                                                                                                                                                       |
| 5.4                                 | If the Company is placed in final liquidation, the Secretary shall  notify the Eligible Applicant thereof in writing and he shall be entitled to  require that he be Settled all or any of his Restricted Shares within  21 days of such notification, failing which such Restricted Shares shall  be deemed to have been reacquired. |
|                                |                                                                                                                                                                                                                                                                                                                                       |
| **PART 4 - GENERAL** |
|                                |                                                                                                                                                                                                                                                                                                                                       |
| 6                                   | **ADJUSTMENTS**                                                                                                                                                                                                                                                                                                                            |
|                                |                                                                                                                                                                                                                                                                                                                                       |
| 6.1                                 | Notwithstanding anything to the contrary contained herein but subject  to 6.3, if the Company makes a Special Distribution and/or restructures its  capital in that it -                                                                                                                                                              |
|                                |                                                                                                                                                                                                                                                                                                                                       |
| 6.1.1                               | undertakes a rights offer; or                                                                                                                                                                                                                                                                                                              |
|                                |                                                                                                                                                                                                                                                                                                                                       |
| 6.1.2                               | is placed in liquidation for purposes of reorganisation; or                                                                                                                                                                                                                                                                                |
|                                |                                                                                                                                                                                                                                                                                                                                       |
| 6.1.3                               | is party to a scheme of arrangement affecting the structuring of its  share capital;                                                                                                                                                                                                                                                       |
|                                     |                                                                                                                                                                                                                                                                                                                                            |  |  |

 

11

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| 6.1.4  | undertakes a subdivision or consolidation of its ordinary share  capital; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 6.1.5  | undertakes a bonus or capitalisation issue,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   | such adjustments shall be made to the rights of  Eligible Applicants under this Plan as may be determined to be fair and  reasonable to the Eligible Applicants concerned by an independent firm of  auditors of international repute or a merchant bank of international repute  appointed by Exco; provided that any adjustments pursuant to this 6.1 should  give an Eligible Applicant the entitlement to the same proportion of the  equity capital as he was previously entitled. No adjustments shall be  required in terms of this 6.1 if the provisions of 6.3 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. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 6.2    | For the purposes of 6.1, the Company shall be deemed to make a “**Special Distribution**” if it distributes  Shares or any other asset (including cash) to its shareholders -                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 6.2.1  | 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);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 6.2.2  | in the course of, or as part of, a reduction of capital (including a  share repurchase);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 6.2.3  | as a special dividend or other payment in terms of section 90 of  the Act; and/or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 6.2.4  | in the course or in anticipation of the deregistration or liquidation  of a company for any of the above purposes;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |  |

 

12

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|   | provided that, this 6.2 shall not apply to normal  annual interim and final cash or scrip dividends declared by a Company.                                                                                                                                                                                                                                                                                                                        |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 6.3    | If the Company undergoes a Change of Control after an Award Date,  then the Release Date in respect of such Award shall be deemed to fall on the  Implementation Date of such Change of Control; on the basis that the Company  shall discharge its obligation to Settle to an Eligible Applicant any Shares  by, at the election in writing of the Eligible Applicant, and if such  election is not prohibited by Applicable Laws, either - |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 6.3.1  | paying to an Eligible Applicant an amount equal to the Fair Market  Value, on the Implementation Date, of the Shares which would otherwise be  available for Settlement to the Eligible Applicant on the Implementation Date  calculated as at the Implementation Date; or                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 6.3.2  | Settling to the Eligible Applicant concerned that number of Shares  available for Settlement to the Eligible Applicant on the Implementation  Date.                                                                                                                                                                                                                                                                                               |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 7      | **TERMINATION OF OFFICE**                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 7.1    | If an Eligible Applicant dies, the Restricted Shares Awarded to him  in accordance with 4 shall be Settled, as soon as is reasonably practicable  after his death, to his heirs, executor, trustee or other representative. Any  Award in respect of which Restricted Shares are not so Settled shall be  deemed to be reacquired.                                                                                                                |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 7.2    | If an Eligible Applicant ceases to be a non-executive director of the  Company in the event that he -                                                                                                                                                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 7.2.1  | is removed from office by way of a resolution of shareholders of the  Company pursuant to his proven dishonest, fraudulent, grossly negligent or  other misconduct;                                                                                                                                                                                                                                                                               |
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  |  |  |

 

13

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| 7.2.2  | becomes disqualified from holding appointment as a director of the  Company;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 7.2.3  | tenders his resignation at the request of a majority of the Board in  circumstances of the nature contemplated in 7.2.1,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   | his award shall be deemed to have been reacquired.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 7.3    | If an Eligible Applicant ceases to be a non-executive director of the  Company for any reason other than the reasons specified in 7.1 and 7.2, the  Restricted Shares Awarded to him shall, unless Exco, in its discretion  resolves otherwise, be settled on the Release Date in accordance with 5.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 8      | **REACQUISITION**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   | If, in terms of any provision of this Plan, any  Award or Restricted Share 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 Eligible Applicant concerned in that  Eligible Applicant’s name, place and stead to sign and execute all such  documents and do all such things as are necessary for that purpose.                                                                                                                                                                                                                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 9      | **TAX LIABILITY**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 9.1    | Notwithstanding any other provision in this Deed, if the Company is  obliged (or would suffer a disadvantage of any nature if it 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, the  Settlement to an Eligible Applicant 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 an Eligible Applicant in respect of the making of any Award,  Settlement to an Eligible Application 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 |
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  |  |

 

14

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|   | referred to as a “**Tax/Social  Liability**”), then the Company shall be entitled to account for,  withhold or deduct such Tax/Social Liability or the Company shall be relieved  from the obligation to Settle any Shares to an Eligible Applicant or to pay  any amount to an Eligible Applicant in terms of the Plan until that Eligible  Applicant has either - |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                               |
| 9.1.1  | made payment to the Company of an amount equal to the Tax/Social  Liability; or                                                                                                                                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                               |
| 9.1.2  | entered into an arrangement which is acceptable to the Company 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 of the relevant person  of the amounts out of the proceeds of the sale or otherwise).                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                               |
| 9.2    | The Company is hereby irrevocably and in rem suam nominated,  constituted and appointed as the sole attorney and agent of an Eligible  Applicant, in that Eligible Applicant’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 9.1.2.                                              |
|   |                                                                                                                                                                                                                                                                                                                                                                               |
| 10     | **LISTINGS AND LEGAL REQUIREMENTS  AND VOTING RIGHTS**                                                                                                                                                                                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                               |
| 10.1   | Notwithstanding any other provision of this Plan -                                                                                                                                                                                                                                                                                                                            |
|   |                                                                                                                                                                                                                                                                                                                                                                               |
| 10.1.1 | no Shares shall be Settled to any Eligible Applicant or acquired  pursuant to this Plan if Exco determines that such Settlement will or may  violate any Applicable Laws or the listings requirements of any securities  exchange on which the Shares are listed;                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                               |
| 10.1.2 | no Eligible Applicant shall be entitled to exercise the voting rights  attached to any Shares until the Shares have been Settled to him in  accordance with the provisions of this Plan; and                                                                                                                                                                                       |
|        |                                                                                                                                                                                                                                                                                                                                                                                    |  |  |  |

 

15

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| 10.1.3 | the Company shall apply for the listing of all Shares which are  settled to Eligible Applicants 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 Eligible Applicants on any securities exchange other  than the JSE. |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                              |
| 11     | **AMENDMENT OF THE PLAN**                                                                                                                                                                                                                                                                                         |
|   |                                                                                                                                                                                                                                                                                                              |
|   | It shall be competent for Exco to amend any  provisions of this Plan subject to the prior approval (if required) of every  stock exchange on which the Shares are for the time being listed; provided  that -                                                                                                |
|   |                                                                                                                                                                                                                                                                                                              |
| 11.1   | no such amendment shall affect the vested rights of any Eligible  Applicants without his written consent; and                                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                              |
| 11.2   | no such amendment affecting any of the following matters shall be  competent unless it is sanctioned by the Company in general meeting -                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                              |
| 11.2.1 | the eligibility of Eligible Applicants under this Plan;                                                                                                                                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                              |
| 11.2.2 | the definition of Fair Market Value;                                                                                                                                                                                                                                                                              |
|   |                                                                                                                                                                                                                                                                                                              |
| 11.2.3 | the calculation of the total number of Shares which may be acquired  for the purpose of or pursuant to this Plan;                                                                                                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                              |
| 11.2.4 | the maximum number of Shares which may be acquired by any Eligible  Applicant in terms of this Plan; and                                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                              |
| 11.2.5 | the provisions of this 11.                                                                                                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                              |
| 12     | **ADMINISTRATION**                                                                                                                                                                                                                                                                                                |
|   |                                                                                                                                                                                                                                                                                                              |
| 12.1   | Subject to the provisions of the Plan and to the approval of the  Board, Exco shall be entitled to make and establish such rules and regulations,  and to amend the same from time to time, as they may                                                                                                      |
|        |                                                                                                                                                                                                                                                                                                                   |  |  |  |

 

16

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|   | deem necessary or expedient for the proper implementation and  administration of the Plan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 12.2   | The Company shall -                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 12.2.1 | 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; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 12.2.2 | provide all secretarial, accounting, administrative, legal and financial  advice and services, office accommodation, stationery and so forth for the  purposes of the Plan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 13     | **ANNUAL FINANCIAL STATEMENTS**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   | Exco shall ensure that a summary appears in the  annual financial statements of the Company of the number of Shares Awarded to  Eligible Applicants 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 which may be acquired  by Eligible Applicants and the number of Shares then under the control of the  Board for Settlement to Eligible Applicants in terms of this Plan.                                                                                                                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 14     | **STRATE**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   | Notwithstanding any provision in this Deed, neither  Exco nor the Company shall be obliged to deliver the Eligible Applicant’s  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 Eligible Applicant 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. |
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  |  |

 

17

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| 15     | **DISPUTES**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 15.1   | Save as otherwise expressly provided in this Deed, 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 15. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 15.2   | The Expert shall -                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 15.2.1 | if the matter in issue is primarily an accounting matter, be an  independent practising chartered accountant of not less than fifteen years  standing;                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 15.2.2 | 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;                                                                                                                                                                                                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 15.2.3 | if the matter in issue is any other matter, be an independent  accountant or be a senior counsel as envisaged in 15.2.1 or 15.2.2 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.                                                                                                                                                                                                                                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 15.3   | The Expert selected as aforesaid shall in all respects act as an  expert and not as an arbitrator.                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 15.4   | 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                                                                                                                                                                                                                                                                                                                                       |
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |  |  |

 

18

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|   | any other legal formalities or procedures, but the Expert shall be  bound to follow principles of law in deciding matters submitted to him.                                                                                                                                                                                                                                                                                                                                                                             |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 15.5   | The Expert shall have the power, inter alia, to -                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 15.5.1 | 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; |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 15.5.2 | interview and question under oath any of the parties to the dispute  or other parties, including the right to cross examine such parties;                                                                                                                                                                                                                                                                                                                                                                               |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 15.5.3 | summon witnesses;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 15.5.4 | record evidence;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 15.5.5 | make an interim award;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 15.5.6 | 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;                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 15.5.7 | call for the assistance of any other person who he may deem necessary  to assist him in arriving at his decision;                                                                                                                                                                                                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 15.5.8 | exercise any additional powers which may be exercised by an  arbitrator in terms of the Arbitration Act as amended.                                                                                                                                                                                                                                                                                                                                                                                                     |
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  |

 

19

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| 15.6   | 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. |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                   |
| 15.7   | 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.                                                                                                                                                                            |
|   |                                                                                                                                                                                                                                                                                                                                                                   |
| 15.8   | 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.                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                   |
| 15.9   | This clause constitutes an irrevocable consent by the Company and all  Eligible Applicants 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.                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                   |
| 15.10  | 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.                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                   |
| 15.11  | Subject to 15.5.8, the provisions of the Arbitration Act as amended  shall not apply in respect of this clause or any other provision of this  Deed.                                                                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                                                                   |
| 15.12  | This clause is severable from the rest of this Deed and shall remain  in effect even if this Deed is terminated for any reason.                                                                                                                                                                                                                                        |

 

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| 16     | **TERMINATION OF THE PLAN**                                                                                                                                                                                                                        |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                               |
|   | The Plan shall terminate as soon as there are no  longer any Eligible Applicants and Exco so resolves.                                                                                                                                             |
|   |                                                                                                                                                                                                                                               |
| 17     | **DOMICILIUM AND NOTICES**                                                                                                                                                                                                                         |
|   |                                                                                                                                                                                                                                               |
| 17.1   | 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 -                                            |
|   |                                                                                                                                                                                                                                               |
| 17.1.1 | the Company and Exco                                                                                                                                                                                                                               | : | The address and telefax number of the Registered Office of the  Company from time to time; |
|   |                                                                                                                                                                                                                                               |   |
| 17.1.2 | each Eligible Applicant                                                                                                                                                                                                                            | : | The physical address, telefax number and electronic address from time  to time reflected as being his address, telefax number and/or electronic  address in the Company’s records from time to time. |
|   |                                                                                                                                                                                                                                               |
| 17.2   | 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 an Eligible Applicant) his  electronic address. |
|   |                                                                                                                                                                                                                                               |
| 17.3   | Any notice given and any payment made by any party to the 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 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                                                  |
|        |                                                                                                                                                                                                                                                    |  |  |  |  |  |

 

21

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|   | have been received by the addressee on the seventh day after the date  of posting.                                                                                                                                                                                                                                                                                                                   |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                 |
| 17.4   | 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. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                 |
| 17.5   | For the sake of clarity and the avoidance of any doubt it is recorded  that an Eligible Applicant shall not be entitled to give any notice or serve  any process on the Company and/or Exco by electronic mail.                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                                 |
| 18     | **COMPLIANCE**                                                                                                                                                                                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                 |
| 18.1   | The Company shall comply with all Applicable Laws. The Plan shall at  all times be operated and administered subject to all Applicable Laws.                                                                                                                                                                                                                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                                                                 |
| 18.2   | Without derogating from the generality of the aforegoing, the Company  shall -                                                                                                                                                                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                 |
| 18.2.1 | 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;                                                                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                                                 |
| 18.2.2 | comply with section 93 of the Act.                                                                                                                                                                                                                                                                                                                                                              |
|   |                                                                                                                                                                                                                                                                                                                                                                                                 |
| 19     | **GENERAL PROVISIONS**                                                                                                                                                                                                                                                                                                                                                                               |
|   |                                                                                                                                                                                                                                                                                                                                                                                                 |
| 19.1   | The rights and obligations of any Eligible Applicant under the terms  of his office shall not be affected by his participation in the Plan or any  right which he may have to participate in it.                                                                                                                                                                                                     |
|        |                                                                                                                                                                                                                                                                                                                                                                                                      |  |  |  |  |

 

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| 19.2   | The Plan shall be governed and construed in accordance with the laws  of the RSA.                                                                                                                                                                                  |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                               |
| 19.3   | Subject to the provisions of 15, the Company and all Eligible Applicants  hereby consent and submit to the jurisdiction of the 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 |

 

 

The GoldFields 2005 Non-Executive Share Plan was duly adopted at a meeting of the Companyheld at Johannesburg on 17 November 2005.

 

 
| Signed  at Johannesburg | on | 17 November 2005 |
|-------------------------|----|-----------------------|

 

 
|   |   /s/  Christopher M. T. Thompson |
|--------|---------------------------------------------|
|   |   Chairman                             |

 

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