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WERKSMANS
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ATTORNEYS
THIRD DEED OF AMENDMENT TO SAPPI LIMITED SHARE INCENTIVE SCHEME
between
SAPPI LIMITED
and
DAVID CHARLES BRINK
and
MEYER FELDBERG
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TABLE OF CONTENTS
1 INTRODUCTION.......................................................1
2 AMENDMENT..........................................................2
3 GENERAL............................................................2
THIRD DEED OF AMENDMENT TO SAPPI LIMITED SHARE INCENTIVE SCHEME
between
SAPPI LIMITED
and
DAVID CHARLES BRINK
and
MEYER FELDBERG
1 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 -
1.2.1 a deed of amendment dated 19 January 1998;
1.2.2 a deed of amendment dated 9 March 2000.
The deed as amended by such amendments is referred to herein as the
"AMENDED DEED".
1.3 Clause 30 of the amended deed provides that it shall be competent for
the board of the directors of the company ("BOARD") and the trustees
to amend the scheme subject to the prior approval of the Johannesburg
Securities Exchange South Africa ("JSE") and of any other competent
authority; provided that the amendments affecting certain matters
shall not be competent unless sanctioned by the company in general
meeting.
- 1 -
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 this deed of amendment has, or will shortly, be
approved by the JSE and that it does not require the sanction of the
company in general meeting.
2 AMENDMENT
The amended deed is hereby amended by -
2.1 the addition of the following new words after the words "mutatis
mutandis" where they appear at the end of clause 14.2 -
";provided that the 30 day period for acceptance of offers in
10.3.1 may be extended by such period as the secretary of the
company may from time to time determine is practicable for
administrative purposes";
2.2 the addition of the following new clause 18.3 immediately after
clause 18.2 -
"18.3 Notwithstanding anything to the contrary contained in this
deed, the board shall be entitled, in its discretion, to apply
terms and conditions which are more favourable to a participant
than those stipulated in 18.2.".
3 GENERAL
3.1 Unless the context clearly indicates the contrary intention, words and
expressions in the amended deed shall bear the meanings in this deed
of amendment.
- 2 -
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
in this deed of amendment, the provisions of this deed of amendment
shall prevail.
Signed at on 26 November 2004
for Sappi Limited
/s/ Jonathan Leslie
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who warrants that he is duly
authorised hereto
Signed at on 26 November 2004
/s/ David Charles Brink
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David Charles Brink
Signed at on 26 November 2004
/s/ Meyer Feldberg
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Meyer Feldberg