SAPPI LTD (SAP) 6-K

ANNEXURE C
APPOINTMENT, QUALIFICATION, REMUNERATION AND BORROWING POWERS OF DIRECTORS
a) Qualification of directors
Refer to Annexure 6 of the Circular to which these revised listing particulars are attached.
b) Remuneration of directors
i) The remuneration of the directors for their services as such shall be determined from time to time by a general meeting, save that at the
discretion of the directors they may in each year be paid out of the funds of the company a sum not exceeding ZAR3 million to be divided
amongst the directors, by way of remuneration. The remuneration payable under this article shall be divided amongst the persons who
have held office as directors during the year in respect of which remuneration is to be paid, in such proportions as shall be determined by
them or a majority of them; and
ii)
iii)
The directors shall be paid all their travelling and other expenses properly and necessarily expended by them in and about the business of
the company; and
If any director shall be required to perform extra services, or to go on to reside abroad, or shall otherwise be specially occupied about the
company’s business, he shall be entitled to receive remuneration to be fixed by the directors. Such remuneration may be either an
addition to or substitution for his remuneration in terms of i).
c) Director’s Power to vote on a proposal, arrangement or contract
A director shall not vote in respect of any contract or arrangement or any other proposal whatsoever in which he has any material interest otherwise than by
the virtue of his interest in shares or debentures or other securities of or otherwise in or through the company. A director shall not be counted in the quorum at
a meeting in relation to any resolution on which he is debarred from voting.
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