SAPPI LIMITED

ITEM 19. EXHIBITS
1.1 Memorandum and Articles of Association of Sappi Limited, as amended and restated on
April 29, 2010.*
1.3 Special Resolution number 2 of Sappi Limited dated April 29, 2010 pursuant to the South African
Companies Act, inserting a new Article 38 containing the rights and privileges attaching to the
‘‘A’’ Ordinary Shares to be created in terms of special resolution number 1.*
2.1 Specimen Ordinary Share Certificate. Incorporated by reference to Exhibit 2.1 to the Annual
Report on Form 20-F of Sappi Limited filed with the Securities and Exchange Commission on
December 14, 2007.
2.2 Amended and Restated Deposit Agreement among Sappi Limited, The Bank of New York, as
depositary, and the Owners from time to time of American Depositary Receipts dated
October 26, 1999. Incorporated by reference to Exhibit 2.2 to the Annual Report on Form 20-F of
Sappi Limited filed with the Securities and Exchange Commission on December 14, 2007.
2.3 Form of American Depositary Receipt (included in Exhibit 2.2).
2.5 Special and Ordinary Resolutions of Sappi Limited dated April 29, 2010: a) The creation of ‘‘A’’
Ordinary Shares; b) Authority for specific repurchase; c) Authority for Financial Assistance and
d) Specific issue of shares for cash.*
2.6 Long-term debt instruments not exceeding 10% of our total assets. Sappi Limited undertakes to
provide the Securities and Exchange Commission with copies upon request.
2.9 Special Resolution of Sappi Limited dated March 2, 2009 pursuant to the South African
Companies Act, decreasing the authorized share capital of Sappi Limited from 1,325,000,000
ordinary shares of ZAR 1.00 each to 725,000,000 ordinary shares of ZAR 1.00 each.
Incorporated by reference to Exhibit 2.9 to the Annual Report on Form 20-F of Sappi Limited filed
with the Securities and Exchange Commission on December 11, 2009.
4.1 Revised Sappi Limited Share Incentive Trust rules, incorporating all prior deeds of amendments,
and the revisions to comply with the JSE Limited’s revised Schedule 14 Listings Requirements,
as submitted to the JSE Limited for approval in November 2010.*
4.10 Amended and Restated Term Loan Facility Agreement, dated August 27, 2009, among Sappi
Limited, Sappi Papier Holding GmbH as Borrower, the Original Guarantors named therein,
BAWAG P.S.K. Bank für Arbeit und Wirtschaft und Österreichische Postsparkasse AG, Calyon,
Erste Bank der Oesterreichischen Sparkassen AG, KBC Bank NV, Investkredit Bank AG, The
Royal Bank of Scotland plc and UniCredit Bank Austria AG as Mandated Lead Arrangers,
UniCredit Bank Austria AG as Agent, J.P. Morgan Europe Limited as Security Agent and the
other financial institutions named as Lenders therein. Incorporated by reference to exhibit
number 4.10 to the Current Report on Form 6-K of Sappi Limited filed with the Securities and
Exchange Commission on July 7, 2010.
4.12 Intercreditor Agreement, dated August 27, 2009 among Sappi Limited, the subsidiaries of Sappi
Limited named as Original Debtors therein, J.P. Morgan Europe Limited as Security Agent and
as RCF Agent, UniCredit Bank Austria AG as OeKB Agent and as Bank Austria Agent, The Bank
of New York Mellon as Bond Trustee and the financial institutions and other parties named
therein. Incorporated by reference to exhibit number 4.12 to the Current Report on Form 6-K of
Sappi Limited filed with the Securities and Exchange Commission on July 7, 2010.
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