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WERKSMANS
---------
ATTORNEYS
SECOND DEED OF AMENDMENT
TO
THE SAPPI LIMITED SHARE INCENTIVE SCHEME
BETWEEN
SAPPI LIMITED
AND
DAVID CHARLES BRINK
AND
THOMAS LOUW DE BEER
TABLE OF CONTENTS
1 INTRODUCTION.........................................................2
2 AMENDMENT............................................................2
3 GENERAL..............................................................3
SECOND DEED OF AMENDMENT
to
THE SAPPI LIMITED SHARE INCENTIVE SCHEME
("scheme")
between
SAPPI LIMITED
(Registration No 05/08963/06)
("company")
of the first part
and
DAVID CHARLES BRINK
and
THOMAS LOUW DE BEER
(in their capacities as trustees of The Sappi Limited Share Incentive Trust)
("trustees")
of the second part
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I INTRODUCTION
1.1 On 5 March 1997, the trust deed ("deed") constituting the scheme was
adopted by the company.
1.2 The deed was amended by way of a deed of amendment dated 19 January
1998. The deed as amended by such amendment is referred to hereinafter
as the "amended deed".
1.3 Clause 30 of the amended deed provides that it shall be competent for
the board of directors of the company ("board") and the trustees to
amend the scheme subject to the prior approval of the Johannesburg
Stock Exchange ("JSE") and of any other competent authority; provided
that amendments affecting certain matters shall not be competent
unless sanctioned by the company in general meeting.
1.4 The board and the trustees have agreed to amend the amended deed in
the manner set out below.
1.5 It is recorded that -
1.5.1 this deed of amendment requires the sanction of the company in general
meeting; and
1.5.2 this deed of amendment has, or will shortly, be approved by the JSE.
2 AMENDMENT
The amended deed is hereby amended, with effect from 3 December 1999,
by the substitution of the -
2.1 word "tenth" where it appears in each of clauses 1.1.14, 11.2 and
20.2.6 thereof with the word "eighth";
2.2 word "ten" where it appears in each of clauses 1.1.15 and 20.2.4
thereof with the word "eight";
2.3 words "be a multiple of 100 not exceeding 10,000,000 shares; provided
that the said number shall be increased or reduced in direct
proportion to the increase or reduction in the number of ordinary
shares in the company's issued share capital arising from any
conversion, redemption, consolidation, sub-division, issue for cash,
vendor placing, rights or capitalisation issue of shares in the
capital of the company" in clause 8.2 thereof with the words "not
exceed 7.5% of the company's entire issued ordinary share capital from
time to time".
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3 GENERAL
3.1 Unless the context clearly indicates a contrary intention, words and
expressions in the amended deed shall bear the same meanings in this
deed of amendment.
3.2 Save for the amendments in 2, the provisions of the amended deed shall
remain unaltered and in full force and effect.
3.3 If there is any conflict between the provisions of the amended deed
and this deed of amendment, the provisions of this deed of amendment
shall prevail.
Signed at Johannesburg on 2nd March 2000
for SAPPI LIMITED
/s/ Donald Gert Wilson Director
-------------------------------------
who warrants that he is duly
authorised hereto
Signed at Johannesburg on 9th March 2000
/s/ David Charles Brink
-------------------------------------
David Charles Brink
Signed at Johannesburg 9th March 2000
/s/ Thomas Louw De Beer
-------------------------------------
Thomas Louw De Beer
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